TCR_Public/091119.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 19, 2009, Vol. 13, No. 320

                            Headlines

ACHILLION PHARMACEUTICALS: Receives NASDAQ Noncompliance Notice
AFRICA-ISRAEL: Has Deal to Restructure Debt on NY Times Building
AMELIA ISLAND: Files Chapter 11 in Jacksonville, Florida
AMERICAN INT'L: Audit Faults New York Fed in AIG Bailout
AMR CORP: Delta, Partners Dangle $1.02BB Funding Package to JAL

ARTS DAIRY: Silage & Manure Spreading Agreements Not Indivisible
ASARCO LLC: Halcyon & DK Plea Facing Objections
ASARCO LLC: Restoration Buys $1.75 Million Claims
BARZEL INDUSTRIES: Settlement Modified on U.S. Trustee Objection
BERNARD MADOFF: National Liquidators Raises $2-Mil. from Yachts

BERNARD MADOFF: Chais Strikes Back at Trustee's Account Freeze
BILL BUTLER: To Hatch Plan to Pay off Liabilities
BOSACKI'S NORTH: Case Summary & 11 Largest Unsecured Creditors
CALIFORNIA COASTAL: Incurs $18.1-Mil. Net Loss for Third Quarter
CALTEX HOLDINGS: Ch. 11 Trustee Can Use NewStar Cash Until Dec. 5

CALTEX HOLDINGS: Ch. 11 Trustee Wants Case Converted to Chapter 7
CALYPTE BIOMEDICAL: Expects to File Form 10-Q by Mid-December
CATHOLIC CHURCH: Davenport Seeks 2nd Look on Posting of Abusers
CATHOLIC CHURCH: Fairbanks Disc. Statement Hearing on December 4
CATHOLIC CHURCH: Spokane Wants to Seal Future Claimants' Papers

CENTRAL KANSAS CRUDE: Case Summary & 20 Largest Unsec. Creditors
CHAMPION ENTERPRISES: Gets Interim Nod for $40MM DIP Financing
CHAMPION ENTERPRISES: Case Summary & 35 Largest Unsec. Creditors
CHARTER COMMUNICATIONS: Court Formally Confirms Chapter 11 Plan
CIT GROUP: Order Extends Injunction on Rail-Lease Defaults

CRUCIBLE MATERIALS: SBI Offers $13.2 Million for Service Centers
DECODE GENETICS: Case Summary & 20 Largest Unsecured Creditors
DELTA AIR LINES: Dangles $1.02 Bil. Funding Package to JAL
DRYSHIPS INC: Secures Debt Waiver From Deutsche Schiffsbank
EQUIPMENT ACQUISITION: Should Have New Lawyer, Creditor Says

EVERGREEN TRANS: Has Access to GECC Cash Collateral until Nov. 30
EVERGREEN TRANS: Wants to Auction Rolling Stock Terminals
FANNIE MAE: Hurt by Deteriorating Commercial Real Estate Market
FAIRPOINT COMMS: Committee Proposes Andrews Kurth as Counsel
FAIRPOINT COMMS: Committee Wants Rothschild Hiring Denied

FAIRPOINT COMMS: Proposes Quinn as Conflicts Counsel
FEDERAL HOME: Fitch Assigns Short-Term Issuer Default Rating
FLOTEK INDUSTRIES: Enters Into Fourth Credit Facility Amendment
FONTAINEBLEAU LV: Court OKs Rejection of Sales, Employment Pacts
FONTAINEBLEAU LV: Examiner Proposes Stutman Treister as Counsel

FONTAINEBLEAU LV: Penn Bids $50M for Unfinished Project
FONTAINEBLEAU LV: Proposes New Lease for Staging Site Premises
FOOTHILLS RESOURCES: Sets Dec. 28 Hearing to Confirm Plan
FRANK MIELE: Voluntary Chapter 11 Case Summary
FREDDIE MAC: Hurt by Deteriorating Commercial Real Estate Market

FREEDOM COMMUNICATIONS: Dec. 11 Deadline to File Proofs of Claim
FREEDOM COMMUNICATIONS: U.S. Trustee Balks at CFO Bonus Plan
FREMONT GENERAL: Three Competing Plans Going Out for Vote
GAINEY CORP: Court Approves Sale to Wayzata for $77.8 Million
GAYLORD ACED: Financial Dispute Cues Chapter 11 Filing

GENERAL MOTORS: Noteholders Want Bar Date Order Modified
GENERAL MOTORS: Proposes to Assume & Assign Equipment Leases
GENERAL MOTORS: Proposes to Reject Two Property Leases
GENERAL MOTORS: Opel Plan Hinges on EU Countries' Support
GERI ANN NEWS & GIFTS: Case Summary & 1 Largest Unsecured Creditor

GILBERT BICKERS: Case Summary & 17 Largest Unsecured Creditors
GLOBAL CONTAINER: Sec. 341 Meeting Set for December 18
GLOBAL CONTAINER: Seeks DIP Financing, Cash Collateral Access
GLOBAL POWER: Judge Shannon Examines French Document Discovery
GLOBAL SAFETY: ITG Balks at Plan; Confirmation Hearing Adjourned

GOTTSCHALKS INC: To File Liquidating Plan in Two Weeks
GREENSHIFT CORP: Delays Filing of September 30 Quarterly Report
GUFFEY FAMILY: Has $250,000 Offer for 96-Acre Irwin, Pa., Parcel
HACKETT'S STORES: To File for Chapter 11; In Talks with Creditors
HAWKER BEECHCRAFT: S&P Assigns 'CCC+' Rating on $200 Mil. Loan

JACO FOODS: Voluntary Chapter 11 Case Summary
KAREN FELESIA PONTES: Case Summary & 18 Largest Unsec. Creditors
LANDRY'S RESTAURANT: Moody's Puts 'B3' Rating on $390 Mil. Notes
LANDRY'S RESTAURANTS: S&P Retains Negative Watch on 'B' Rating
LITTLE SILVER RETAIL: Case Summary & 3 Largest Unsecured Creditors

LL&E ROYALTY: Faces NYSE Suspension and Delisting
LNR PROPERTY: Moody's Junks Ratings on Senior Bank Credit Facility
LUCKY CHASE: Ch. 11 Trustee Can Use Cash Collateral Until Dec. 18
MARK IV: S&P Assigns Corporate Credit Rating at 'B'
MAXXAM INC: Reports $8.5 Million Net Loss for Third Quarter 2009

MAXXAM INC: To Tackle Reverse Stock Split Bid at Dec. 23 Meeting
METALDYNE CORP: U.S. Trustee Wants Portion of Fees Held Back
NETBANK INC:  Former Exec Says $1.2M Parachute Not Golden
NEW YORK TIMES: Raided by NYPD; 3 Other Papers, Union Raided Too
NOBLE INTERNATIONAL: Can Access Customers Cash Until November 30

NORTHEAST BIOFUELS: Plan Confirmation Hearing on Dec. 9
NOVA HOLDING: Wants to Extend Cash Collateral Use Until Nov. 24
NOVELIS INC: Moody's Gives Stable Outlook, Affirms 'B2' Rating
NUKOTE INT'L: Office Depot Suit Goes to District Judge
NUTRACEA: Gets Interim Nod for DIP Financing, Cash Collateral Use

NUTRACEA: Gets Nod to Tap Forrester Worth as Gen. Bankr. Counsel
NUTRACEA: Sec. 341 Meeting Set for December 15
OMEGA HEALTHCARE: To Purchase $565MM Long-Term Care Facilities
PENN TRAFFIC: Files for Chapter 11, to Sell Assets
PHILADELPHIA NEWSPAPERS: Lenders Stop Auction Pending Appeal

PILOT TRAVEL: Moody's Assigns 'Ba2' Corporate Family Rating
PLAINFIELD APARTMENTS: PMUA Seeks to Lift Automatic Stay
PLY GEM: S&P Cuts Ratings on Senior Subordinated Notes to 'D'
PREMIUM PROTEIN: Sued by Workers on WARN Act Violation
PROTOSTAR LTD: Creditors, Trustee Oppose $4 Million in Bonuses

PTC ALLIANCE: Obtains Court Authority to Tap DIP Facility
READER'S DIGEST: U.K. Pensioners Condemn Plan Outline
REVLON, INC: RCPC Unit Prices $330MM Sr. Secured Notes Offering
RICK VAUGHAN LOGANBILL: Case Summary & 20 Largest Unsec. Creditors
ROTHSTEIN ROSENFELDT: Burman Critton Wants Record Preserved

ROTHSTEIN ROSENFELDT: U.S. Trustee Wants Independent Trustee
ROTHSTEIN ROSENFELDT: U.S. Trustee Wants CRO Ousted
SALANDER-O'REILLY: Proprietor's Country Home Auction Delayed
SEA LAUNCH: Christopher Picone Named Chief Restructuring Officer
SEMGROUP LP: Selects Chief Financial Officer

SENIOR HOUSING: Moody's Affirms 'Ba1' Senior Unsec. Debt Rating
SIMMONS BEDDING: Case Summary & 50 Largest Unsecured Creditors
SIMMONS BEDDING: Has $15 Million Interim Loan for Prepack Plan
SMURFIT-STONE: Agrees to Allowance of 76 Administrative Claims
SMURFIT-STONE: Court Lifts Stay for Axis Advance of Proceeds

SMURFIT-STONE: Gets Nod for Georgia-Pacific Settlement
SPANSION INC: Directors Report Acquisition of Stock
SPANSION INC: Professionals Get Nod for Interim Fee Applications
STANDARD FORWARDING: Files for Bankruptcy; Puts Benefits in Limbo
STATE OF CALIFORNIA: Report Projects $21 Billion Budget Shortfall

STINSON PETROLEUM: Has Until November 30 to Access Cash Collateral
SUN ROOM DESIGNS: Has $150,000 Offer in Hand for All Assets
TOUSA INC: Proposes to Reject Kendall Pointe Agreements
TOUSA INC: Rejects 46 Marketing & Equipment Agreements
TOUSA INC: Seeks Summary Judgment Against Insurers

TOWERCO II: S&P Assigns Corporate Credit Rating at 'B+'
TRIBUNE CO: Wants Plan Exclusivity Until March 31
TRIBUNE CO: Alvarez & Marsal Charges $2.4MM for June to September
TRIBUNE CO: ASM Capital & Claims Recovery Buying Claims
TRIPLE CROWN MEDIA: Won't File Form 10-Q for Sept. 30 Quarter

TRONOX INC: Court OKs Savannah Severance Program
TRONOX INC: Removal Period Extended to March 31
TRONOX INC: To Pay Due Diligence Costs to Potential Exit Lenders
TRUE TEMPER: U.S. Trustee Says Prepack Plan Is Flawed
TRUMP ENTERTAINMENT: Donald Trump Reaches Deal with Noteholders

UBS AG: Moody's Cuts Bank Financial Strength Rating to 'C'
VINEYARD BANK: FDIC Orders Online Auction of FF&E
VISKASE COS: S&P Puts 'CCC+' Rating on CreditWatch Positive
VISTEON CORP: Gets Nod to Provide Support on Currency Pacts
VISTEON CORP: Obtains Nod for $40 Mil. L/C With U.S. Bank

VISTEON CORP: K&S Resigns From Creditors Committee
VISTEON CORP: William Gray Steps Down From Board of Directors
VISTEON CORP: Patrick Li Discloses 6.2% Equity Stake
W.B. CARE: Debtor Could Reject Deal to Resolve Bankruptcy
WHITE BIRCH: Nonpayment of $18 Mil. Loan Cues S&P's 'D' Rating

W.R. GRACE: Court OKs New Hires' Retirement Plan
W.R. GRACE: Reports 2nd & 3rd Quarter Claims Settlements
W.R. GRACE: Stipulation Settling BNSF Claims for $2.9MM
WILLIAM LYON: Lender Foreclosed on East Garrison Property

* Corporate Default Rate Rises to 9.71% in Oct. 2009, Says S&P
* Lenders' Outlook for 2010 Economy at Highest Level in Years
* PBGC Ends 12 Months Ended Sept. 30 with $22-Bil. Deficit
* TARP Can't Save Some Banks, Report Says

* MyEasy7.com Helps People File Chapter 7 Without Attorney

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

                            *********

ACHILLION PHARMACEUTICALS: Receives NASDAQ Noncompliance Notice
---------------------------------------------------------------
Achillion Pharmaceuticals, Inc., disclosed that it received
notification from the NASDAQ Listings Qualification Department
that the Company's stockholders' equity of $7,214,000, as reported
in the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2009, that it filed with the Securities and
Exchange Commission, does not comply with the minimum
stockholders' equity requirement of $10,000,000 for continued
listing on The NASDAQ Global Market pursuant to NASDAQ Listing
Rule 5450(b)(1)(A).

Given the Company's shareholders' equity level has fallen below
the minimum stockholders' Equity Standard, the Listing
Qualifications Staff is reviewing the Company's eligibility for
continued listing on The NASDAQ Global Market.  The Company may
also satisfy compliance by meeting the requirements of the Market
Value Standard or the Asset/Revenue Standard.

To facilitate the review, the Company expects to provide to the
Listing Qualifications Staff a definitive plan to achieve and
sustain compliance with NASDAQ Global Market listing requirements.
If, after the conclusion of its review process, the Listing
Qualifications Staff determines that the Company has not presented
a definitive plan that is adequate, the Staff will provide written
notice to the Company that its common stock will be delisted from
The NASDAQ Global Market.  In such event, the Company may appeal
the Staff's decisions to a NASDAQ Listing Qualifications Panel.
Alternatively, the Company could apply to transfer its listing
from The NASDAQ Global Market to The NASDAQ Capital Market, if it
meets all requirements for continued listing on that market.

                         About Achillion

Achillion Pharmaceuticals, Inc. -- http://www.achillion.com/--
is an innovative pharmaceutical company dedicated to bringing
important new treatments to patients with infectious disease.  The
company's proven discovery and development teams have advanced
multiple product candidates with novel mechanisms of action.
Achillion is focused on solutions for the most challenging
problems in infectious disease -- hepatitis, resistant bacterial
infections and HIV.


AFRICA-ISRAEL: Has Deal to Restructure Debt on NY Times Building
----------------------------------------------------------------
Sources told The Wall Street Journal's Maura Webber Sadovi and Dow
Jones Newswires' Lingling Wei that the U.S. real estate arm of
Africa Israel Investments Inc. has tentatively agreed with
creditors to restructure debt incurred in its acquisition of the
former New York Times headquarters.

According the report, under the restructuring plan:

     -- more than $400 million in debt will be wiped out;

     -- Africa Israel will give up half its ownership of the
        building to private-equity firm Five Mile Capital Partners
        LLC, one of the building's creditors;

     -- the new venture of Five Mile and Africa Israel will infuse
        new money to repay existing debtholders, which are
        expected to take a major loss;

     -- the building will be converted into a hotel, retail space
        and condominiums.

According to the report, the 750,000-square-foot, 15-story
building, part of which dates to 1913, housed the New York Times
until the paper's relocation in 2007 to a new skyscraper a few
blocks away.  Tishman Speyer Properties acquired the landmark
building in December 2004 for about $180 million.  Africa-Israel
bought the building for $525 million in 2007 and loaded it up with
a total of $715 million in debt.  Africa-Israel planned to convert
it into first-class office space but the plan was scuttled by the
sharp decline in office rents and vacancies and today the building
stands mostly empty, the report says.

The report notes that the building has a first mortgage of $475
million and a junior loan of $240 million.  Under the tentative
deal, expected to be closed by the end of the year, total debt on
the building will be reduced to a $250 million senior loan, the
people said.

According to the report, losses are expected to be suffered by
Credit Suisse Group, a fund managed by BlackRock Inc. and CIT
Group Inc., which hold portions of the original debt, the people
said.  The report says Banco Inbursa SA, the Mexican banking group
led by Mexican billionaire Carlos Slim, will be more fortunate.
The bank has $250 million of the most-senior debt on the property.
Under the plan, Banco Inbursa will continue to hold that position
and make $75 million available partly for improving the building,
the people with knowledge of the matter said.

"The restructuring also reflects a broader struggle by Africa
Israel to pay off its creditors after an acquisition binge," the
report notes.  The company is part of an investment empire by
Israeli diamond magnate Lev Leviev.  It borrowed heavily to do
deals in the U.S. and elsewhere before the global financial crisis
erupted two years ago.

The report also notes that the parent company has scrambled to pay
creditors, including local pension funds and insurers.  Africa
Israel recently has worked on a deal with its bondholders that
would leave Mr. Leviev with just over 50% of the company.  Mr.
Leviev would inject additional cash into the company and the
bondholders would postpone a portion of the company's debt.

Mr. Leviev, 53 years old, immigrated to Israel with his family
from Uzbekistan in the early 1970s, the report notes.


AMELIA ISLAND: Files Chapter 11 in Jacksonville, Florida
--------------------------------------------------------
Amelia Island Plantation filed a Chapter 11 petition in
Jacksonville, Florida, facing the possibly of being unable to
cover payroll due Nov. 20, Bill Rochelle at Bloomberg News
reported.

The resort blamed financial problems on the recession.  Revenue at
the resort in 2008 was $69.5 million.  Estimated revenue for this
year is $57.3 million.

A group of homeowners is offering a $5 million secured loan to
have priority over the existing mortgage.

Amelia Island Plantation owns a 1,350-acre resort on Amelia
Island in Florida.  The resort has 249 rooms and three
golf courses. The property owes $28.4 million on a first mortgage
held by an affiliate of Prudential Retirement Insurance & Annuity
Co. The collateral is said by the resort to be worth $46 million.

Amelia Island said in a court filing that there is a letter of
intent to buy some of the assets for $43 million.

The petition says assets and debt both exceed $50 million.

The Company filed for Chapter 11 on Nov. 13, 2009 (Bankr. M.D.
Fla. Case No. 09-09601).


AMERICAN INT'L: Audit Faults New York Fed in AIG Bailout
--------------------------------------------------------
The Federal Reserve Bank of New York gave up much of its power in
high-pressure negotiations with the American International Group's
trading partners last year, according to a report by the Office of
Inspector General for the Troubled Asset Relief Program.

According to the Report, in the fall of 2008, the Federal Reserve
and the U.S. Treasury faced several key decisions about the future
of AIG.  After attempts to find private-sector financing failed,
they chose to provide assistance to AIG rather than allow the
company to file for bankruptcy.  FRBNY officials believed than an
AIG failure would pose considerable risk to the entire financial
system and would have significantly intensified an already severe
financial crisis.  FRBNY was concerned about the effect of an AIG
bankruptcy on key sectors on the market, such as retirement
accounts and the credit markets.  FRBNY adopted in substantial
part of the economic terms of a draft term sheet under
consideration by a consortium of private banks, the terms of which
included a very high interest rate.  When it became apparent that
AIG's liquidity crisis would continue despite FRBNY financing and
that a further downgrade was coming, to avoid such a downgrade the
Federal Reserve and the Treasury decided to create a special
purpose vehicle, called Maiden Lane III, that bought the
underlying collateral of a portion of AIG's credit default swaps
from a number of AIG's counterparties. Terminating these credit
default swaps in this way prevented collateral calls and eased
AIG's liquidity pressures.

The Report added that after limited efforts to negotiate
concessions from the counterparties failed, FRBNY decided to pay
AIG's counterparties at what was effectively face or par value --
the fair market value of the counterparty assets plus the
collateral payments they had already received -- for the
collateralized debt obligations underlying AIGFP's credit default
swap portfolio.  FRBNY was confronted with a number of factors
that it believed limited its ability to negotiate reductions in
payments effectively, including a perceived lack of leverage over
the counterparties because the threat of an AIG bankruptcy had
already been removed by FRBNY's previous assistance on AIG.

SIGTARP concluded that: (i) the original terms of federal
assistance to AIG, including the high interest rate it adopted
from the private bank's initial term sheet, inadequately addressed
AIG's long term liquidity concern, thus requiring further
government support; (2) FRBNY's negotiating strategy to pursue
concessions from counterparties offered little opportunity for
success, even in light of the willingness of one counterparty to
agree to concessions; (3) the structure and effect of FRBNY's
assistance to AIG, both initially through loans to AIG, and
through asset purchases in connection with Maiden Lane III
effectively transferred tens of billions of dollars of cash from
the government to AIG's counterparties, even though senior policy
makers contend that assistance to AIG's counterparties was not a
relevant consideration in fashioning assistance to AIG; and (4)
while FRBNY may be eventually be made whole on its loan to Maiden
Lane III, it is difficult to assess the true costs of Federal
Reserve's actions until there is more clarity as to AIG's ability
to repay all of its assistance from the Government.

As of September 30, 200, the current fair market value of the
Maiden Lane III portfolio is $23.5 billion versus a loan balance
of $19.3 billion.

In response to the Report, the Federal Reserve said it acted
appropriately in attempting to obtain concessions from AIG
counterparties.  "We believe that the Federal Reserve acted
appropriately in conducting these negotiations and that our
negotiating strategy, including the decision to treat all
counterparties equally, was not flawed or unreasonably limited.
After the U.S. Government had determined that AIG was systemically
important and had acted to prevent its disorderly failure, it was
natural for all of AIG's creditors, including its counterparties
on multi-sector CDS, to expect full payment from the company and
to believe that the company would not be in a position to demand
concessions from its counterpartieg on their claims."

The Federal Reserve pointed out that the counterparties included a
wide range of creditors, including holders of insurance policies
and annuities issued by AIG, retirement and 401(k) plans that had
purchased stable value wraps from AIG, municipalities that held
AIG Guaranteed Investment Contracts, and numerous other entities.

A copy of the Report is available at:

           http://researcharchives.com/t/s?49c1

                   About American International

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

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

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


AMR CORP: Delta, Partners Dangle $1.02BB Funding Package to JAL
---------------------------------------------------------------
Dow Jones Newswires' Doug Cameron and Yoshio Takahashi and The
Wall Street Journal's Mariko Sanchanta report that Delta Air Lines
Inc. and its airline partners said they could provide a
$1.02 billion funding package to Japan Airlines Corp., in an
aggressive bid meant to show their financial muscle as they try
and wrest JAL away from its partnership with rival American
Airlines.

According to the report, the proposal by Delta and SkyTeam members
-- including Air France-KLM -- includes a $500 million injection
from the alliance.  Delta would provide a $300 million revenue
guarantee, $200 million in asset-backed funding and cover
$20 million or more in costs for a switch.

"The move signals the first time that Delta and its SkyTeam
partners have quantified the amount they would be willing to
inject into JAL, which is weighed down by more than one trillion
yen ($11.19 billion) in debt and pension liabilities. It also
underlines Delta's determination to tie up with JAL in order to
tap into the Japanese carrier's lucrative Asian and trans-Pacific
routes," the report says.

According to the report, Delta President Edward Bastian said at a
briefing in Tokyo Wednesday that he believes that the bigger
economies of scale provided by SkyTeam would bring greater
benefits to the struggling Japanese carrier.

"It's clear that SkyTeam is by far the strongest partner for Japan
Airlines and the best ally to ensure JAL's growth and stability in
the decades to come," Mr. Bastian said.  He estimated that JAL's
annual revenue would grow by $400 million if the Japanese carrier
joins SkyTeam, the report adds.

As reported by the Troubled Company Reporter on November 6, 2009,
sources told the Wall Street Journal that American Airlines'
"Oneworld Total Value Proposition" presentation to government
officials and JAL senior management:

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

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

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

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

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

The Journal said Delta has hired investment bank Goldman Sachs
Group Inc. and public-relations firm Fleishman-Hillard to advise
it on a possible alliance with JAL.  American has tapped Global
Advisory Japan, a unit of Rothschild, the Journal said.

                          About AMR Corp.

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

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

                          *     *     *

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

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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

                             About JAL

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

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

                           *     *     *

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


ARTS DAIRY: Silage & Manure Spreading Agreements Not Indivisible
----------------------------------------------------------------
WestLaw reports that the nonexecutory nature of a prepetition
silage contract that had been fully performed by a creditor prior
to the commencement of the debtor's Chapter 11 case, by which time
the creditor had already delivered all the corn silage that it had
agreed to deliver for use on the debtor's dairy farm and was
simply awaiting payment from the debtor, was not affected by the
existence of a second agreement between the parties, under which
the debtor had agreed to spread manure on the creditor's land, on
the theory that the agreements together constituted one
indivisible contract on which performance was owing on both sides.
The agreements were evidenced by separate documents, that were
executed at different times and that did not refer to each other,
and there was nothing to suggest that the agreements were
interrelated or dependent.  In re Arts Dairy, LLC, --- B.R. ----,
2009 WL 3007869 (Bankr. N.D. Ohio) (Speer, J.).

Arts Dairy, LLC, located in Convoy, Ohio, and operating a dairy
farm with approximately 1,250 cows, sought Chapter 11 protection
(Bankr. N.D. Ohio Case No. 09-32386) on April 14, 2009.  The
Debtor is represented by Nathan A. Hall, Esq., at Shumaker, Loop &
Kendrick, LLP, in Toledo, and estimated its assets and liabilities
at $1 million to $10 million at the time of the chapter 11 filing.


ASARCO LLC: Halcyon & DK Plea Facing Objections
-----------------------------------------------
Halcyon Master Fund L.P. and DK Acquisition Partners, L.P., ask
the Court:

  (a) pursuant to Section 503(b)(4) of the Bankruptcy Code, to
      grant them an allowed administrative expense claim in the
      Debtors' Chapter 11 cases in an amount no greater than
      $500,000, as reasonable compensation for professional
      services rendered by their attorneys with respect to their
      bid to purchase certain interests in the SCC Litigation
      Trust;

  (b) pursuant to Section 503(b)(3)(D), to grant them an allowed
      direct administrative expense claim for $1.875 million;
      and

  (c) to authorize and direct the Debtors to pay the Substantial
      Contribution Claims in full within 10 business days after
      the claims are allowed.

Darrell L. Barger, Esq., at Hartline, Dacus, Barger, Dreyer &
Kern, L.L.P., in Corpus Christi, Texas, relates that Halcyon and
DK Acquisition participated in the Debtors' process for
soliciting offers from third parties to act as a "stalking horse"
bidder for some or all of the SCC Litigation Trust Interests from
the judgment against Americas Mining Corporation in the
litigation relating to shares of Southern Peru Copper Company,
now known as Southern Copper Corporation.  He avers that Halcyon
and DK spent significant time, money and other resources, both
internally and through outside counsel, valuing the SCC
Litigation Trust Interests and formulating an offer to act as
stalking horse bidder.

                          Objections

(A) ASARCO

ASARCO LLC tells the Court that it opposes the request of Halcyon
Master Fund L.P. and DK Acquisition Partners L.P. to allow their
administrative expense claims, without prejudice to the parties'
rights under any Court-approved agreements pursuant to which
ASARCO has explicitly agreed to reimburse Halcyon and DK for
certain of their expenses.

Halcyon and DK have asked Judge Schmidt to allow their
administrative expense claims amounting to $1.875 million, and to
direct the Debtors to pay the Substantial Contribution Claims in
full within 10 business days after the claims are allowed.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
informs the Court that pursuant to the Debtors' separate
reimbursement agreements with Halcyon and DK, the Debtors agreed
to pay up to the maximum amount set forth in each of the
Reimbursement Agreements for actual expenses incurred, subject to
the limitations set forth in each agreement.  However, he points
out, Halcyon and DK not only seek to recover third-party expenses
exceeding the maximum amount under the Reimbursement Agreements,
but also seek a sizable direct award asserting that the enhanced
amounts are justified (i) due to violation of confidentiality
provisions in their joint bid, and (ii) because their bid was the
impetus for the Parent and Sterlite (USA), Inc., to increase bids
for the Debtors' assets.

To the extent the request seeks reimbursement of amounts that are
addressed in the Reimbursement Agreements, the request should be
denied without prejudice to the parties' rights under those
agreements, pending resolution of the Parent's motion requesting
that the payments be stayed, Mr. Beckham argues.  To the extent
the request seeks reimbursement of amounts in excess of the
maximum amounts set forth in the Reimbursement Agreements, the
Debtors ask the Court to deny it, without prejudice to Halcyon
and DK's right to supplement the request to address the issues
raised in the objection and to seek reconsideration at an
appropriate time after the effective date of a confirmed plan.

Regardless of its merit, the Debtors believe that the request
should be deferred pending the entry of a confirmation order by
the District Court and the effective date of the confirmed plan
for the Debtors.

(B) Parent

Halcyon and DK's request is premature and should be denied as
unwarranted.

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, contends that the request should not be
considered before a final decision is reached on the appeal on
the Expense Reimbursement Order.  He asserts that to allow
Halcyon & DK to recover their requested amounts now as
administrative expenses is not only improper and unfair, it would
also preclude the District Court's adjudication of the issue.

Alternatively, Mr. Beckham contends that the request should be
denied as unwarranted, unreasonable and excessive.  He insists
that Halcyon & DK seem to claim the exorbitant amount in
recognition of their work, performed over the course of little
more than one month, developing and submitting their bid.

(C) FCR and Asbestos Committee

The Official Committee of Asbestos Claimants and the Future
Claims Representative, Robert C. Pate, argue that giving Halcyon
and DK substantial contribution award is premature.  They suggest
that the Court should carry the request until after the Effective
Date has occurred.

Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, in Dallas, Texas, contends that Halcyon and DK's
premature timing is an attempt to take advantage of a stayed
Expense Reimbursement Order and grab more than their due share
under the Expense Reimbursement Order and their agreements with
the Debtors.  He alleges that Halcyon and DK are sophisticated
parties, who participated in the auction of the SCC Judgment
interests only after having negotiated agreements with ASARCO
allocating the risks and setting the parameters of expense
reimbursement, all of which was memorialized in ASARCO's motion
for expense reimbursement, the Expense Reimbursement Order and
Reimbursement Agreements.

Mr. Esserman argues that Halcyon and DK have failed to
demonstrate that their request meets the applicable standards
under Section 503(b) of the Bankruptcy Code.  He insists, among
other things, that Halcyon and DK have failed to satisfy their
burden of proving entitlement to the substantial contribution
award.

The Court will commence a hearing on December 4, 2009, to
consider Halcyon and DK's request for payment.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Restoration Buys $1.75 Million Claims
-------------------------------------------------
The Bankruptcy Clerk recorded claims that changed hands in
November 1 to 15, 2009, which include:

Transferor           Transferee          Claim No.   Claim Amt.
----------           ----------          -------     ----------
The Seaport Group    Restoration            7476     $1,662,500
                      Holding Ltd.          12915

Kaman Industrial     Restoration             167         56,219
Technologies Co.     Holding Ltd.

Boundary Equipment   Restoration Special     240         33,500
Co., Ltd.            Opportunities Master
                      Ltd.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


BARZEL INDUSTRIES: Settlement Modified on U.S. Trustee Objection
----------------------------------------------------------------
The U.S. Trustee had objected to the settlement among the lenders
and unsecured creditors and buyer of the assets of Barzel
Industries Inc.  The U.S. Trustee, an arm of the Justice
Department, claimed that the settlement will cause money to be
distributed in a way that doesn't comply with priorities in
bankruptcy law.  The U.S. Trustee also says that a confirmation of
Chapter 11 plan "will be impossible" and that the case "likely"
will end up in dismissal or conversion to Chapter 7.

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

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

In light of the U.S. Trustee's objection, the bankruptcy judge
approved the settlement, although he ruled that approval wouldn't
decide one way or another whether proceeds of the settlement could
go only to unsecured creditors. He also limited the releases being
given the lenders so only the committee and the company and not
individual creditors give up claims, Bill Rochelle at Bloomberg
reported.

According to the report, last week the bankruptcy judge also
approved a $2.875 million sale of a 6.7 acre lot and warehouse in
Norwood, Massachusetts, that wasn't included when most of the
assets were sold for $75 million to Chriscott USA Inc.

                      About Barzel Industries

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

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

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

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

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


BERNARD MADOFF: National Liquidators Raises $2-Mil. from Yachts
---------------------------------------------------------------
Bidders paid a total of $2.021 million in an auction held by
National Liquidators of three vessels previously owned by Bernard
Madoff, a yacht belonging to Frank DiPasquali, Madoff's former
CFO, and a Mercedes Benz convertible formerly owned by Ruth
Madoff.  The auction was held at National Liquidators' marina in
Fort Lauderdale, Florida.  National Liquidators is one of the
nation's largest boat recovery and auction companies and
contractors to the U.S. Marshals Service in South Florida.

"We couldn't have been more pleased with the results," says Bob
Toney, president of National Liquidators. "The auction attracted
serious bidders who were interested in the high-quality of the
vessels."

"Sales for the Madoff case assets far exceeded all expectations,"
according to Neil DeSousa, acting US Marshal for the Southern
District of South Florida, "which equates to more dollars going
back to the victims in the Madoff case."

The monies raised through the auction will be used by the U.S.
Marshals Service for victim restitution. Individual sales prices
of the assets were:

    * "BULL" a 55 foot, 1969 Rybovich Sportfish-$700,000

    * SITTING BULL, a 38 foot, 2003 Shelter Island Runabout-
      $320,000

    * LITTLE BULL, a 23 foot, 2000 Maverick Boat Company 2400
      Center Console-$21,000

    * "Dorothy Jo," a 61 foot, 2003 Viking sport fish previously
      owned by a former Madoff associate will be a part of the
      auction.-$950,000

    * Plus, a 1999 Mercedes Benz CLK 320 convertible with 12,827-
      $30,000

The United States Marshals Service seized the vessels on April 1,
2009, immediately turning the assets over to National Liquidators
for maintenance and disposal. The U.S. Marshals Service is
responsible for the management and disposition of Bernard and Ruth
Madoff's assets, and for collecting sales proceeds of the assets,
which will be used for victim restitution.

National Liquidators is the largest vessel recovery, custody and
remarketing company in the U.S. The company provides services for
lenders, government agencies, marine dealers, marine
manufacturers, attorneys, insurance companies and individual
sellers. National Liquidators is one of the nation's largest
resellers of boats to retail and wholesale buyers in the U.S. and
around the world, maintaining an online inventory at
www.yachtauctions.com. The company has locations in Fort
Lauderdale and Fort Myers, FL, Capistrano Beach & Newport Beach,
CA, and Cleveland.

                      About Bernard L. Madoff

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

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

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


BERNARD MADOFF: Chais Strikes Back at Trustee's Account Freeze
--------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Stanley Chais, who
is being sued by the trustee for Bernard L. Madoff Investment
Securities Inc. for allegedly receiving $1 billion in fake
profits, contended in a motion of his own that the trustee
interfered with his contractual rights by calling on Goldman Sachs
Group Inc. to freeze his account.

Irving H. Picard, the trustee liquidating Bernard L. Madoff
Investment Securities LLC, has asked the Bankruptcy Court to enter
an order freezing the bank accounts of Mr. Chais, a philanthropist
and investor, pending the outcome of his lawsuit against Mr.
Chais, one of Mr. Madoff's biggest investors.

As reported by the TCR on May 4, 2009, Mr. Picard filed a
complaint against Mr. Chais and members of his family to recover
more than $1 billion withdrawn by Mr. Chais from money profited
from BLMIS.  Mr. Picard said in court documents that Mr. Chais
"knew or should have known" that they were "reaping the benefits
of manipulated purported returns, false documents and fictitious
profits."

According to Mr. Chais, the Madoff trustee misrepresented that
money in his Goldman Sachs account belonged to the estate.
Mr. Picard allegedly wrote a March 6 letter to the bank that
instructed it to freeze the account or face sanctions.

Mr. Picard has already sued a number of investors, including hedge
funds and investment firms that "knew or should have known" that
Mr. Madoff was engaged in fraud.  Mr. Picard also said he is
pursuing avoidance actions or clawback suits against clients,
which included charities, that profited from the fraud at BLMIS,
even if they weren't aware of the $65 billion Ponzi scheme.

                      About Bernard L. Madoff

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

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

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


BILL BUTLER: To Hatch Plan to Pay off Liabilities
-------------------------------------------------
Kristal Dixon at CherokeeTribune.com relates that Bill Butler,
owner of Ridgwalk Holdings LLC, 400 acres of land of Towne Lake
Parkway, expects to come up with a way to pay off debts.

Mr. Butler expressed its plan to develop the land to the Woodstock
City Council, Ms. Dixon says.  The council and the planning
commission said they could start a formal process of approval next
year, she adds.

Mr. Butle will appear before a judge during the latter half of
January and present a method of repaying the debts, Ms. Dixon
notes.

Bill Butler filed for bankruptcy in June 2009.


BOSACKI'S NORTH: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bosacki's North Corporation
        305 W. Park St.
        P.O. Box 15
        Minocqua, WI 54548

Bankruptcy Case No.: 09-17850

Chapter 11 Petition Date: November 17, 2009

Court: United States Bankruptcy Court
       Western District of Wisconsin,
       http://www.wiw.uscourts.gov(Eau Claire)

Judge:  Thomas S. Utschig

Debtor's Counsel: Jerome R. Kerkman, Esq.
                  Kerkman & Dunn
                  757 N. Broadway, Suite 300
                  Milwaukee, WI 53202
                  Tel: (414) 277-8200
                  Email: jkerkman@kerkmandunn.com

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

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

According to the schedules, the Company has assets of $2,026,000
and total debts of $1,608,538.

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

            http://bankrupt.com/misc/wiwb09-17850.pdf

The petition was signed by Harlan E. Bosacki, president of the
Company.


CALIFORNIA COASTAL: Incurs $18.1-Mil. Net Loss for Third Quarter
----------------------------------------------------------------
California Coastal Communities Inc. posted $18.1 million net loss,
on $11.4 million total revenues, for the three months ended
Sept. 30, 2009, compared with a $2.1 million net loss, on
$13.9 million total revenues, a year earlier.

The Company said in a statement that it is working with KeyBank
and its lenders to restructure approximately $182 million of
indebtedness related to the Company's Brightwater development
project through the chapter 11 reorganization process.

The Company has obtained the bankruptcy court's approval of
interim orders to, among other things, continue to pay critical
vendors with lien rights, sell homes free and clear of all liens,
use cash collateral, honor homeowner warranties, meet payroll
obligations and provide employee benefits.  An additional hearing
is scheduled before the Bankruptcy Court on December 9, 2009 to
consider final orders for, among other things, continued use of
cash collateral, selling homes free and clear of liens, honoring
homeowner warranties and continued use of the Company's existing
cash management system.

Raymond J. Pacini, CEO of the Company commented, "We are
continuing to pursue a consensual restructuring of our debt
obligations with the loan syndicates and are hopeful that we will
be able to expeditiously develop a plan of reorganization that is
acceptable to a substantial majority of our lenders.  We
experienced a significant increase in sales orders during the last
five weeks of the third quarter and hope to be able to maintain
that momentum going forward."

The Company's 105-acre Brightwater project is located in
Huntington Beach, California near the corner of Pacific Coast
Highway and Warner Avenue, overlooking the Pacific Ocean and the
1,300-acre Bolsa Chica Wetlands. It is the largest asset in the
Company's portfolio and, along with an adjacent five-acre parcel
in the process of entitlement, represents approximately 97% of
real estate inventories as of September 30, 2009.  Due to the
Company's low carrying value in Brightwater, the project is
currently expected to generate gross margins of approximately 7%-
28%, depending on the size of the homes sold and other factors;
however, there can be no assurance that such margins will be
realized.

On September 30, 2009, a subsidiary completed a sale of four model
homes and 62 finished lots for its Woodhaven project in Beaumont,
California for $2.3 million, thereby disposing of all remaining
assets of the project.  The project lender accepted the proceeds
of the sale in full satisfaction of the $6.4 million of
outstanding debt and release of the related guaranty, therefore,
the Company recognized a $4.1 million pre-tax gain on debt
cancellation.

California Coastal said it had $259.7 million in assets and
$218.4 million in liabilities, resulting to a stockholders' equity
of $41.3 million as of Sept. 30, 2009.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?49ad

A full text copy of the Company's press release is available for
free at http://researcharchives.com/t/s?49c2

                   About California Coastal

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

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


CALTEX HOLDINGS: Ch. 11 Trustee Can Use NewStar Cash Until Dec. 5
-----------------------------------------------------------------
The Hon. Wesley W. Steen of the U.S. Bankruptcy Court for the
Southern District of Texas authorized the Chapter 11 trustee
appointed in CalTex Holdings, LP's bankruptcy case, to use cash
collateral of NewStar Financial, Inc., until Dec. 5, 2009.

H. Malcolm Lovett, Jr., the chapter 11 trustee, is authorized to
pay actual and necessary expenses in accordance with a budget.

A hearing on the trustee's further access to the cash collateral
will be held on Nov. 30, 2009, at 10:30 a.m.

As reported in the Troubled Company Reporter on July 21, 2009,
NewStar asserts a secured debt obligation of $21,900,000.  This
obligation is secured by real estate, consisting of buildings,
roads, electrical lines, railway spurs and access, highway access
and other improvements (including about 200 heavy industrial
manufacturing machines and related equipment associated with the
Debtor's former paper production process well as both ferrous and
non-ferrous metals), which the Debtor says is valued at not less
than $55,000,000.

CalTex Holdings LP is the owner of a 992-acre industrial property
in Houston.  CalTex Holdings LP was formed on Dec. 12, 2006.  Its
limited partners were Sierra Mesa LLC and Paseo Group LLC.  The
general partner is CalTex Holdings GP, Inc., which owns a 1%
limited partner interest.  Paseo owns 75% of the stock of GP, and
Sierra owns 25% of the stock of GP.

CalTex filed for Chapter 11 protection on March 20, 2009 (Bankr.
S.D. Tex. Case No. 09-31875).  H. Rey Stroube, III, Esq., and S.
Margie Venus, Esq., at Strong Pipkin Bissell & Ledyard, L.L.P.,
represent the Debtor as counsel.  The Debtor listed assets of
$50 million to $100 million and debts of $10 million to
$50 million.


CALTEX HOLDINGS: Ch. 11 Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------------------
H. Malcolm Lovett, Jr., the Chapter 11 trustee for CalTex
Holdings, L.P., asks the U.S. Bankruptcy Court for the Southern
District of Texas to approve the conversion of the reorganization
case to a case under Chapter 7.

Mr. Lovtett relates that the Debtor does not have sufficient
operations or capital to meet ongoing expenses.  With the
administrative costs incurred to date, the Debtor cannot propose a
confirmable plan.  Even if a plan could be confirmed, no benefit
is realized from a liquidating Chapter 11 plan versus a Chapter 7
under the circumstances present in this case.  The trustee
determined that the conversion of this case is in the best
interest of the estate and its creditors.

CalTex Holdings LP is the owner of a 992-acre industrial
property in Houston.  CalTex Holdings LP was formed on Dec. 12,
2006.  Its limited partners were Sierra Mesa LLC and Paseo Group
LLC.  The general partner is CalTex Holdings GP, Inc., which owns
a 1% limited partner interest.  Paseo owns 75% of the stock of GP,
and Sierra owns 25% of the stock of GP.

CalTex filed for Chapter 11 protection on March 20, 2009 (Bankr.
S.D. Tex. Case No. 09-31875).  H. Rey Stroube, III, Esq., and S.
Margie Venus, Esq., at Strong Pipkin Bissell & Ledyard, L.L.P.,
represent the Debtor as counsel.  The Debtor listed assets of
$50 million to $100 million and debts of $10 million to
$50 million.


CALYPTE BIOMEDICAL: Expects to File Form 10-Q by Mid-December
-------------------------------------------------------------
Calypte Biomedical Corporation said it is unable to file its
Quarterly Report on Form 10-Q for the quarter ended September 30,
2009 on a timely basis.  The delay in making this filing is due to
several factors.

Due to its limited financial resources and thin staffing, Calypte
is particularly vulnerable to unforeseen delays in the preparation
of its financial statements and periodic reports.   In particular,
Calypte has often experienced delays in obtaining information from
its Chinese subsidiaries necessary to complete its financial
disclosures included in its periodic reports, as is occurring with
respect to the most recent fiscal quarter.

In addition, because Calypte has been late in filing its recent
reports beginning with its Form 10-K for the year ended December
31, 2008, its finance staff have been required to devote their
attention to completing those reports at a time when they would
otherwise be preparing the disclosures for the next required
periodic report; Calypte's previous Form 10-Q, which was due on
August 31, 2009, was not filed until October 8, 2009.

Finally, Calypte has received a comment letter from the Securities
and Exchange Commission dated July 16, 2009 regarding its
application of certain accounting policies to its treatment of
long term assets and stock options in its audited consolidated
financial statements for the fiscal year ended December 31, 2008;
in preparing its response to the Commission's comments, Calypte
has been required to divert resources from the preparation of its
Form 10-Q.

As of this time, Calypte expects to file its Form 10-Q in early to
mid-December.

                      Going Concern Doubt

As reported in the TCR on August 26, 2009, Odenberg, Ullakko,
Muranishi & Co. LLP, in San Francisco, California, expressed
substantial doubt about Calypte Biomedical Corporation's ability
to continue as a going concern after auditing the Company's
financial statements fro the fiscal years ended Dec. 31, 2008, and
2007.  The auditor noted that the Company suffered recurring
operating losses and negative cash flows from operations, and
management believes that the Company's cash resources will not be
sufficient to sustain its operations through 2009 without
additional financing.

At June 30, 2009, the Company's consolidated balance sheet showed
$6,003,000 in total assets and $19,754,000 in total liabilities,
resulting in a $13,751,000 stockholders' deficit.

                     About Calypte Biomedical

Based in Portland, Oregon, Calypte Biomedical Corporation (OTCBB:
CMBC) develops, manufactures, and distributes in vitro diagnostic
tests, primarily for the diagnosis of Human Immunodeficiency Virus
("HIV") infection.  Through its 51%-owned joint ventures, the
Company has manufacturing and marketing operations in Beijing,
China.


CATHOLIC CHURCH: Davenport Seeks 2nd Look on Posting of Abusers
---------------------------------------------------------------
The Diocese of Davenport asks the U.S. Bankruptcy Court for the
Southern District of Iowa to reconsider the Court's minute order
dated October 9, 2009, which requires the Diocese to post a list
on its Web site of "23 accused abusers for whose acts claims were
paid."

Richard A. Davidson, Esq., at Lane & Waterman LLP, in Davenport,
Iowa, contends that the Minute Order deprives the Diocese and its
clergy of due process of law because attorneys for creditors
raised the claim about the 23 alleged perpetrators for the first
time during the hearing and the Diocese did not have an adequate
opportunity to respond to the claim at the hearing.  He notes that
the Diocese has already performed thorough investigations of the
claims made in bankruptcy and its review board has found several
claims against clergy to be non-credible.

The special arbitrator, Richard M. Calkins, was not assigned to
fully investigate whether the clergy were credibly accused and did
not make those determinations, Mr. Davidson asserts.  He adds that
the special arbitrator was not assigned the task of determining
whether clergy should be listed on the Web site, and that the sole
purpose of the Special Arbitrator was to allow or deny claims.

"For the Court to rely solely upon the Special Arbitrator's
allowance of claims as evidence of credible accusations deprives
the Diocese of due process of law," Mr. Davidson points out.

Mr. Davidson also argues that the Minute Order, which requires the
Diocese to provide counseling to certain claimant, Steve Alex,
should be reconsidered and rescinded.  He explains that it should
be understood from the outset that the Diocese is providing
counseling to Mr. Alex as a matter of charity and because
counseling appeared to be a matter of urgency based upon Mr.
Alex's testimony.

Nevertheless, Mr. Davidson says, because the testimony of Mr. Alex
was not disclosed to the Diocese prior to the hearing, the Diocese
did not have notice or opportunity to respond to his claim that he
was somehow deprived of counseling by the Diocese.  While the
Diocese will provide counseling to Mr. Alex as a matter of
charity, a Court order requiring it to do so contradicts the
express terms of the Second Amended Joint Plan of Reorganization,
Mr. Davidson argues.

                       Creditors Object

D. Michl Uhde and other undisclosed and confidential creditors
jointly contend that (i) there is no basis to reconsider the
Minute Order that requires the Diocese to list names of accused
abusers for which claims were paid, and (ii) no change should be
made in the Minute Order, which requires the Diocese pay
counseling to Steve Alex.

Mr. Uhde is the former chairman of the Diocese's Official
Committee of Unsecured Creditors and whose $1,500,000 jury verdict
against the Diocese prompted it to file for bankruptcy protection.

Craig Levien, Esq., at Betty, Neuman & McMahon, P.L.C., in
Davenport, Iowa, relates that in further consultation with the
Diocese, it has been determined that there were 21 perpetrators
that were not disclosed by the Diocese.  He contends that the
claims were paid in the bankruptcy proceeding as a result of the
allegations made against the 21 perpetrators, and the Court
ordered that the Diocese should publish their names.   Hence, he
insists, the Court should not reconsider the Minute Order.

"There is an ambiguity in the Plan and the Court properly found
that the Diocese should pay for Steve Alex's counseling.
Incredibly, the Diocese believes the Court is in error.  The
Diocese represents they are voluntarily willing to provide
'charity' to Mr. Alex and pay for counseling.  However, 'charity'
is not an enforceable right and leaves Mr. Alex in a distressing
uncertain situation," Mr. Levien tells Judge Jackwig.

                 Diocese and Berger Stipulate

The Diocese and its settlement trustee, Robert L. Berger, submit
for the Court's consideration a stipulation regarding the Court-
ordered deadline set in the Minute Order.

The Diocese and Mr. Berger ask the Court to extend to December 2,
2009, the deadline by which they should file a consensus report
fine-tuning the non-monetary undertakings, or Mr. Berger, with
input from the creditors' attorney, will file a list of proposals
regarding the performance and effectiveness of the undertakings.
The Diocese will file a response to the proposals by December 22.

The Diocese and Mr. Berger previously sought and obtained the
Court's approval of their stipulation to extend the dates to
November 11 and November 30.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court approved on April 3, 2008, the Diocese of
Davenport's second amended disclosure statement explaining its
joint plan of reorganization.  The Committee is a proponent to the
plan, which was confirmed on April 30, 2008.  (Catholic Church
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Disc. Statement Hearing on December 4
----------------------------------------------------------------
The Catholic Bishop of Northern Alaska delivered to the U.S.
Bankruptcy Court for the District of Alaska on October 30, 2009,
its Second Amended and Restated Disclosure Statement in support of
its Second Amended Plan of Reorganization filed on October 26.

Judge Donald MacDonald IV will commence a hearing on December 4,
2009, at 9:00 a.m., to consider the adequacy of the Disclosure
Statement.  Objections to the Disclosure Statement are due
November 30.

The Court also directed the Diocese of Fairbanks to distribute on
November 4, 2009, copies of the Amended Plan and Disclosure
Statement in accordance with Rule 3017(a) of the Federal Rules of
Bankruptcy Procedure to appropriate parties-in-interest.

A full-text copy of the Amended Disclosure Statement is available
for free at:

    http://bankrupt.com/misc/Fairbanks_Amended_DS_103009.pdf

To recall, Judge MacDonald denied on September 11, 2009, approval
of the Diocese's first amended and restated disclosure statement
explaining its Plan of Reorganization dated May 14, 2009, holding
that the First Amended Disclosure Statement did not contain
adequate information.

Judge MacDonald, however, gave CBNA an opportunity to amend its
Disclosure Statement and Plan, consistent with the Court's
memorandum and with the Court's decisions in the lost policies
case and with regard to the Official Committee of Unsecured
Creditors' request to pursue avoidance actions on behalf of the
bankruptcy estate.  Judge MacDonald required 11 amendments to the
First Amended Disclosure Statement, some of which are from CBNA's
insurers and the Creditors Committee, including a liquidation
analysis, and a recitation of CBNA's reasons for not including the
Endowments in the Plan.

The Diocese, in a statement released October 27, said that it
filed the Second Amended Plan in an attempt to resolve the claims
of victims of sexual abuse.  The Amended Plan reflects a new
funding structure that would provide victims and creditors around
$11 million.  Under the terms of the newly Amended Plan, CBNA
would sell essential ministry property to the Endowment in
exchange for more than $7.5 million dollars in cash.  The
Endowment consists of restricted funds received from donors and
earnings, and is not part of the reorganization.  The exchange of
property for cash would be dependent on Court approval of the
Plan.

                  Diocese Complies with Order

In connection with the filing of its Amended Plan and Disclosure
Statement, CBNA notifies the Court and parties-in-interest of its
compliance in all respects with the Court's September 11
Memorandum and Order.  The Diocese also provides the Court with a
summary of the required amendments to its Disclosure Statement, a
copy of which is available for free at:

     http://bankrupt.com/misc/Fairbanks_Compliance_103009.pdf

Among other things, the Diocese provides these amendments:

  -- Liquidation analysis consistent with In re General
     Teamsters, Warehousemen & Helpers Union Local 890, 225 B.R.
     719 (Bankr. N.D.Cal. 1998) aff'd 265 F.3d 869 (9th Cir.
     2001), including designation of excluded assets, valuation
     of assets, and Creditors Committee's disagreement;

  -- Recitation of CBNA's reasons for not including the
     Endowments, and fact of Creditors Committee's disagreement;
     and

  -- Explanation of financial impact of increasing Endowment
     distributions from 5.5% to 6.25%, and reason for selecting
     6.25% figure.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Spokane Wants to Seal Future Claimants' Papers
---------------------------------------------------------------
The Catholic Bishop of Spokane, also known as The Catholic Diocese
of Spokane, asks the United States Bankruptcy Court for the
Eastern District of Washington to seal documents and pleadings
relating to future tort claimants in the bankruptcy case.

Daniel J. Gibbons, Esq., at Paine Hamblen LLP, in Spokane,
Washington, relates that the Diocese's substantially consummated
Plan of Reorganization sets forth the future claim process, which
governs the allowance and disallowance of Future Tort Claims.  The
Future Claims Representative has made determinations on an initial
group of Future Tort Claims.

The Diocese believes certain Future Tort Claims were improperly
allowed in violation of the Plan.  As a result, Mr. Gibbons says,
the Diocese is preparing a request to enforce the Plan, requesting
hat the Court order certain Future Tort Claims be disallowed.

Article 11.12 of the Plan provides that all information about any
Tort Claim will be held strictly confidential and will not be
disclosed to any third party, Mr. Gibbons relates.  He discloses
that the Motion to Enforce Plan will include discussion of Future
Tort Claims, including the identity of Future Tort Claimants and
other information that could be used to identify a Future Tort
Claimant.  He notes that unlike prior proceedings involving Tort
Claims, Future Tort Claimants have not been assigned a claim
number or other means of identification.

As a result, Mr. Gibbons continues, the Motion to Enforce Plan,
all supporting documents and pleadings, as well as any objections,
responses and all pleadings and documents submitted in opposition
to the Motion will need to be filed under seal to comply with
Article 11.12 of the Plan.  He notes that the Plan provides that
reopening of the Diocese's bankruptcy case will not be required
for the Court to exercise its continuing jurisdiction over matters
relating to the Plan Trust.  Because the purpose of the Motion to
Enforce Plan will be to protect and preserve the Plan Trust, it is
thus, related to the Plan Trust Agreement and it is not necessary
to reopen the case.

In another filing, the Diocese asked Judge Patricia C. Williams to
enter and sign its proposed order granting the request.  Certain
Future Tort Claimants, however, filed an initial objection arguing
that the current submission allows an objection but does not allow
the objecting parties to review what they will be objecting to.
Judge Williams, hence, returned the proposed order without signing
it.  The Objecting Future Tort Claimants are represented by Dillon
E. Jackson, Esq., at Foster Pepper PLLC, in Seattle, Washington.

                          Objections

(A) Future Tort Claimants

The Objecting Future Tort Claimants agree that certain
confidential material should be sealed, but ask that no order be
entered without provision for full review of all of the items
filed by the Diocese by specific objectors representing future
claimants under a confidentiality agreement.

"[T]he comprehensive secrecy sought for this unwarranted
interference with the terms of the Plan is not supported by facts
cited in the Motion to Seal," Mr. Jackson tells the Court.  He
argues that the Diocese's upcoming Motion to Enforce Plan is in
violation of the terms of the Plan and is without merit.  A
specific response must await review of the content of that Motion,
he asserts.  However, he notes, at the outset, the objecting
parties protest that the title to the request is intentionally
misleading.

Mr. Jackson contends that comprehensive sealing as proposed is not
required, and that the Diocese's request fails to make a case for
comprehensive order to seal, among other arguments.

(B) Claimant C.B.

T. Jeffrey Keane, Esq., at Keane Law Offices, in Seattle,
Washington, relates that neither he nor Claimant C.B. have been
involved in many of the prior proceedings in the Court.  Claimant
C.B.'s tort claim was previously rejected by the Court as
untimely, and the Court ruled that no good cause existed to excuse
the untimely filing.

C.B.'s tort claim was followed by a later filed claim, which the
TCR recognized has met all the requirements for a Future Tort
Claim.  However, the Diocese has objected to payment of Claimant
C.B.'s Future Tort Claim because, the Diocese contends, there is
no authority for paying that claim under the Plan.  Claimant C.B.
and counsel disagree with the decision and interpretation of the
Plan, and they will seek relief from the decision.

C.B. and counsel are, accordingly, very interested in the
positions taken by the Diocese and other Future Tort Claimants,
with regard to Future Tort Claims.  Mr. Keane argues that
permitting the Diocese to make filings under seal, thereby
insulating from view and review the positions taken by the
Diocese, and the rationale for these, will frustrate C.B.'s
ability to monitor other proceedings regarding Future Tort Claims,
which will or may influence the positions C.B. has taken or will
take.

C.B. and counsel, hence, objects to the Diocese's Motion to Seal.

"A party seeking to file materials which will remain secret during
a review process is unnecessary since other appropriate methods
exist to protect, where necessary, the confidentiality of
claimants and/or the positions taken by same or taken by the
Diocese or the Tort Claims Reviewer regarding same," Mr. Keane
argues.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CENTRAL KANSAS CRUDE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Central Kansas Crude LLC
        413 South Main
        Pratt, KS 67124

Case No.: 09-13798

Chapter 11 Petition Date: November 17, 2009

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Debtor's Counsel: Edward J. Nazar, Esq.
                  245 North Waco, Ste 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610
                  Email: ebn1@redmondnazar.com

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

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

According to the schedules, the Company has assets of $13,515,357,
and total debts of $25,418,311.

The petition was signed by Dr. Kari Stefansson, the company's
president and chief executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Nexan Marketing                                   $3,448,498
USA Inc.
801 7 Ave SW
Calgary Alberta
Canada
T2P 3P7

Chieftain Oil                                     $3,027,375
Company, Inc.
PO Box 124
Kiowa, KS
67070-0124

Diversified Operating Corp                        $2,354,182
1500 West 6th Ave
#102
Golden, CO 80401

Chesapeake Energy                                 $1,705,735
Marketing
Attn: Jeff Harris
PO Box 18496
Oklahoma City, OK 73154

Redland Resource Inc                              $1,381,149
6001 NW 23rd Street
Oklahoma City,
OK 73127

R & B Oil & Gas Inc.                              $998,145
Lerado Field Revenue
Account
PO Box 195
Attica, KS 67009

Attica Gas Venture                                $663,448
PO Box 377
Attica, KS 67009

Wallace Energy Inc                                $644,844
771 Steele St
Denver, CO 80206

Molz Oil Company                                  $505,182
19159 SW Clairmont
Kiowa, KS 67070

Grynberg Oil Company                              $419,015
5299 OTC Blvd
Greenwood Village,
CO 80111

H & W Oil Company                                 $384,088
875 Petersburg
Munjor, KS 67601

Kansas Dept of Revenue                            $329,796
915 SW Harrison St
Topeka, KS 66625

Kansas Dept of Revenue                            $329,795
Division of Taxation
Mineral Tax Bureau
915 SW Harrison St
Topeka, KS 66625

Oklahoma Tax Commission                           $296,818
Gross Production Section
PO Box 26740
Oklahoma, OK 73126

Messenger Petroleum                               $250,052
525 S. Main
Kingman, KS 67068

Mike Kelso                                        $201,377

Ward D. Craig                                     $196,577
dba Craig Oil Company

Timberline Oil & Gas Corp                         $172,889

Bramwell Petroleum                                $157,590

Klima Well Service, Inc.                          $145,240


CHAMPION ENTERPRISES: Gets Interim Nod for $40MM DIP Financing
--------------------------------------------------------------
Champion Enterprises, Inc. disclosed that Honorable Judge Kevin
Gross of the U.S. Bankruptcy Court in Wilmington, Delaware, has
approved a package of relief designed to facilitate and ensure the
continued and uninterrupted operation of Champion's business, as
requested.

"The Company has worked very hard to formulate the special relief
it would need so that its transition into Chapter 11 would have no
impact on our customers," said Champion Chairman, President and
Chief Executive Officer William C. Griffiths.  "We are very
pleased that we received approval to continue our customer
programs today, including our customer warranty programs and
retailer rebate programs."

Champion also received interim Court approval of its $40 million
debtor-in-possession (DIP) financing, permitting it pursuant to
the terms of the facility immediate access of up to approximately
$31 million to continue operations, pay employees wages and
benefits and purchase goods and services going forward during the
restructuring period.  The final hearing on the DIP financing has
been set for Thursday, Dec. 10, 2009 to approve the remainder of
the DIP facility.

"Receipt of interim approval of our DIP financing should provide
us with ample liquidity to fund operating expenses and meet
obligations during the restructuring, so that daily operations
continue as usual," said Mr. Griffiths.

Pending final approval of the DIP loan, Champion Enterprises will
be able to borrow $31 million from existing lenders to finance the
reorganization.  The approved financing includes $2 million for
letters of credit. Ultimately, the loan will be $40 million and
will include the conversion of another $40 million of pre-
bankruptcy debt into a post-bankruptcy loan from the lenders
providing the new-money financing.

The Court also authorized the payment of employee wages and
benefits, including commissions.

For further information please contact the Company's information
line at (877) 857-7554 or (248) 614-8390 for international
callers, which is staffed live Monday to Friday between 8 am and 6
pm eastern standard time or visit the Company's restructuring
website at http://www.championrestructures.com.

                      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.

Champion Enterprises Inc. filed in Chapter 11 on Nov. 15 (Bankr.
D. Del. Case No. 09-14019).

Champion listed assets of $577 million against debt totaling $521
million in its petition.  Secured debt includes $105.3 million on
two term loans, a $26.6 million revolving credit, a $43.1 million
letter of credit facility and a $42.1 million synthetic letter of
credit facility. The company also owes $180 million on unsecured
convertible notes.


CHAMPION ENTERPRISES: Case Summary & 35 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Champion Enterprises, Inc.
        755 W. Big Beaver, Suite 1000
        Troy, MI 48084

Bankruptcy Case No.: 09-14019

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Redman Homes, Inc.                         09-14018
Champion Home Builders Co.                 09-14025
New Era Building Sytems, Inc.              09-14020
North American Housing Corp.               09-14021
Homes of Merit, Inc.                       09-14022
Western Homes Corporation                  09-14023
Star Fleet, Inc.                           09-14024
Champion Enterprises Management Corp.      09-14026
Champion Retail, Inc.                      09-14027
San Jose Advantage Homes, Inc.             09-14028
Highland Acquisition Corp.                 09-14029
Highland Manufacturing Company LLC         09-14030
SSH Liquidating Corp.                      09-14031
Champion Homes of Boaz, Inc.               09-14032
Iseman Corp.                               09-14033
HomePride Finance Corp.                    09-14035
MHCDC, LLC                                 09-14034
Champion Development Corp.                 09-14036

Chapter 11 Petition Date: November 15, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

About the Business: Champion Enterprises, Inc. ("Champion") and
                    its subdisiaries are international
                    manufacturers of factory-built homes and
                    steel-framed modular buildings, with
                    operations in the United States, Canada and
                    the United Kingdom. Buildings constructed by
                    Champion and its subsidiaries consist of both
                    single and multi-module units designed for
                    either commercial or residential purposes.
                    Champion products range from single-module
                    HUD-Code homes to sophisticated commercial
                    structures such as hotels.

Debtors' Counsel: James E. O'Neill, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  919 North Market Street, 17th Floor
                  P.O. Box 8705
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  Email: jo'neill@pszyj.com

                  Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street , 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  Email: ljones@pszjlaw.com

                  Mark M. Billion, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street , 17th Floor
                  Wilmington, DE 19702
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  Email: mbillion@pszjlaw.com

                  Timothy P. Cairns, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market St., 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  Email: tcairns@pszjlaw.com

Total Assets as of October 3, 2009: $576,527,000

Total Debts as of October 3, 2009: $521,337,000

A list of the Company's 35 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/deb09-14019.pdf

Debtor's List of 35 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Corporate Trust Office,     Convertible Bond       $182,569,932
Wells Fargo Bank,
N.A., trustee for
Champion Enterprises,
Inc. 2.75% Convertible
Senior Noted due 2037
625 Marquette Ave.
Minneapolis, MN 55479

BlueLinx Corporation        Trade Creditor         $659,683
PO Box 642265
Pittsburgh, PA 15264-2265

Universal Forest Products   Trade Creditor         $313,351
33373 Treasury Center
Chicago, IL 60694-3300

General Electric            Trade Creditor         $295,192
Co-Appliance
307 N. Hurstbourne Pkwy
Louisville, KY 40222

Nordyne, Inc.               Trade Creditor         $276,242
PO Box 803913
Kansan City,
MO 64180-3913

Palace Sports &             Trade Creditor         $262,500
Entertainment
PO Box 79001
Detroit, MI 48279-1092

Powell's Tire and           Trade Creditor         $207,528
Axle Inc.

Willco Wholesale            Trade Creditor         $200,425
Distributors Inc.

Syntec Industries           Trade Creditor         $193,567

Paco Steel & Engineering    Trade Creditor         $179,969
Corp.

Shaw Industries             Trade Creditor         $167,712

Empire Wholesale Lumber Co. Trade Creditor         $165,287

Guardian Building Products  Trade Creditor         $155,966

Stephanie Newton            Judgement Creditor     $155,000

State Industries, Inc.      Trade Creditor         $148,787

AMS of Indiana              Trade Creditor         $146,265

NaviSite, Inc.              Trade Creditor         $130,076

ICI Dulux Paint Centers     Trade Creditor         $129,181

Kinro, Inc.                 Trade Creditor         $127,253

Elixir Industries           Trade Creditor         $107,285

Adobe Homes, LLC            Trade Creditor         $100,717

Patrick Industries Inc.     Trade Creditor         $96,900

Consolidated Electrical     Trade Creditor         $93,652
Dist-Riverside, CA

Dave Carter & Associates,   Trade Creditor         $93,300
Inc.

Phoenix Housing Group       Trade Creditor         $91,620
dba So Showcase Hsg.

GreenFiber                  Trade Creditor         $86,957

Aspen Laser Inc.            Trade Creditor         $79,758

Novell, Inc.                Trade Creditor         $77,106

Leonard Weinberg            Landlord               $75,323
dba Corona Investment Co.

Wesco Distribution Inc.     Trade Creditor         $69,352

Lockett Construction, Inc.  Judgement Creditor     $65,000

Seven D Wholesale of PA LP  Trade Creditor         $63,719

755 Tower Associates LLC    Landlord               $62,159

Lippert Components, Inc.    Trade Creditor         $60,851

Boise Cascade               Trade Creditor         $60,515

The petition was signed by Phyllis A. Knight, the company's
executive vice president, CFO and treasurer.


CHARTER COMMUNICATIONS: Court Formally Confirms Chapter 11 Plan
---------------------------------------------------------------
The Charter Communications, Inc. pre-arranged Joint Plan of
Reorganization has been confirmed by the United States Bankruptcy
Court for the Southern District of New York.  The Company expects
to emerge from Chapter 11 with a significantly improved capital
structure.

"The Court's confirmation of our plan is a great accomplishment
for Charter and a positive outcome for our customers, vendors and
employees.  It reflects the support of our many stakeholders,"
said Neil Smit, President and Chief Executive Officer.
"Throughout this process, Charter has taken great care to
consistently put customers first, while posting solid operating
results.  Charter continues to move forward -- we are improving
our video, high-speed Internet and telephone services, adding new
ways to reach customer care agents and scheduling more convenient
service appointments, all centered on enhancing the customer
experience.  Going forward, Charter will continue to provide
simple, customer-oriented entertainment and communications
solutions and upon emergence, will have an improved capital
structure."

The Court's confirmation of the Pre-Arranged Plan paves the way
for Charter to successfully conclude one of the largest and most
complex pre-arranged financial restructurings ever.  Upon the Pre-
Arranged Plan becoming effective, Charter expects to generate
positive free cash flow through the reduction of more than $830
million in annual interest expense.  The current debt of Company
subsidiaries CCO Holdings, LLC and Charter Communications
Operating, LLC will be reinstated under pre-existing pricing and
maturity dates.  In addition, the Pre-Arranged Plan provides for
the reduction of approximately $8 billion of debt, approximately
$1.6 billion in proceeds from an equity rights offering to support
the overall refinancing, and the exchange of approximately $1.7
billion of CCH II notes for new 13.5% CCH II notes due 2016.
Existing shares of the Company's common stock will be cancelled.
Paul Allen will continue as an investor, and will retain the
largest voting interest in the Company.  The Company intends to
apply for listing of its new common stock issued in accordance to
the Plan on The NASDAQ Stock Market LLC not earlier than 45 days
after emergence.

The Company anticipates that certain objectors may appeal the
Court's confirmation of the Pre-Arranged Plan, as well as seek to
stay the proceedings during the pendency of the appeal.  Unless a
Court orders a stay of the Court's confirmation while an appeal is
pending, the Company expects to move forward with satisfying the
conditions to the Pre-Arranged Plan's effectiveness and
anticipates the Pre-Arranged Plan becoming effective even if an
appeal is still pending.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on October 15, 2009.

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


CIT GROUP: Order Extends Injunction on Rail-Lease Defaults
----------------------------------------------------------
CIT Group Inc. won an order from the bankruptcy judge extending
the injunction stopping anyone from calling defaults on railcar
leases with a non-bankrupt CIT subsidiary, Bill Rochelle at
Bloomberg News reported.  According to the report, the terms of
the order lay out how, when and on what terms a party to a lease
can terminate a lease and in the process require CIT to pay what's
known as stipulated loss value.  In return for the payments, CIT
would take title to the equipment.

                        About CIT Group

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

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

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

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

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


CRUCIBLE MATERIALS: SBI Offers $13.2 Million for Service Centers
----------------------------------------------------------------
Crucible Materials Corp. has an agreement to sell the remaining
assets for $13.2 million to SBI Trading Co., Bill Rochelle at
Bloomberg News reported.  The assets being sold to SBI consist
mostly of the distribution centers.  Crucible is proposing to hold
an auction on Dec. 15, with bids due two days earlier. The date
for the hearing to fix sale procedures is yet to be determined.

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.


DECODE GENETICS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: deCODE genetics, Inc.
        P.O. Box 1267
        Groton, MA 01450

Case No.: 09-14063

Type of Business: The Debtor operates a pharmaceutical company.

Chapter 11 Petition Date: November 16, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Christopher M. Samis, Esq.
                  Richards, Layton & Finger, P.A.
                  920 N. King Street, One Rodney Square
                  Wilmington, De 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: samis@rlf.com

                  Drew G. Sloan, Esq.
                  Richards Layton & Finger, P.A.
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7612
                  Fax: (302) 651-7701
                  Email: dsloan@rlf.com

                  Mark D. Collins, Esq.
                  Richards Layton & Finger
                  One Rodney Square, PO Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: collins@RLF.com

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

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

The petition was signed by Dr. Kari Stefansson, the company's
president and chief executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
The Bank of New York,         3.5% Senior             $230,000,000
As Indenture Trustee          Convertible Notes      (plus
                              due April 15,2011       interest)

First Insurance Funding        trade                  $293,875

William Gallagher              trade                  $52,817
Associates Insurance
Brokers, Inc.

Stevens & Lee                  trade                  $49,275

Merrill Corporation, Ltd       trade                  $42,829

Cowen & Company                trade                  $31,220

Broadridge                     trade                  $30,121

Carpenter Moore                trade                  $28,125

Melon Investors                trade                  $20,973

Alexander Aronson Finning      trade                  $17,125

Caturano & Co                  trade                  $14,401

State of Delaware              trade                  $8,009

Dialog                         trade                  $6,750

Premiere Global Services       trade                  $4,894

AT&T                           trade                  $3,208

Georgeson, Inc.                trade                  $2,105

Minolta                        trade                  $1,794

Fedex                          trade                  $151

CSC Corporation                trade                  $0

Deloitte & Touche LLP          trade                  $0


DELTA AIR LINES: Dangles $1.02 Bil. Funding Package to JAL
----------------------------------------------------------
Dow Jones Newswires' Doug Cameron and Yoshio Takahashi and The
Wall Street Journal's Mariko Sanchanta report that Delta Air Lines
Inc. and its airline partners said they could provide a
$1.02 billion funding package to Japan Airlines Corp., in an
aggressive bid meant to show their financial muscle as they try
and wrest JAL away from its partnership with rival American
Airlines.

According to the report, the proposal by Delta and SkyTeam members
-- including Air France-KLM -- includes a $500 million injection
from the alliance.  Delta would provide a $300 million revenue
guarantee, $200 million in asset-backed funding and cover
$20 million or more in costs for a switch.

"The move signals the first time that Delta and its SkyTeam
partners have quantified the amount they would be willing to
inject into JAL, which is weighed down by more than one trillion
yen ($11.19 billion) in debt and pension liabilities. It also
underlines Delta's determination to tie up with JAL in order to
tap into the Japanese carrier's lucrative Asian and trans-Pacific
routes," the report says.

According to the report, Delta President Edward Bastian said at a
briefing in Tokyo Wednesday that he believes that the bigger
economies of scale provided by SkyTeam would bring greater
benefits to the struggling Japanese carrier.

"It's clear that SkyTeam is by far the strongest partner for Japan
Airlines and the best ally to ensure JAL's growth and stability in
the decades to come," Mr. Bastian said.  He estimated that JAL's
annual revenue would grow by $400 million if the Japanese carrier
joins SkyTeam, the report adds.

As reported by the Troubled Company Reporter on November 6, 2009,
sources told the Wall Street Journal that American Airlines'
"Oneworld Total Value Proposition" presentation to government
officials and JAL senior management:

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

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

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

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

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

The Journal said Delta has hired investment bank Goldman Sachs
Group Inc. and public-relations firm Fleishman-Hillard to advise
it on a possible alliance with JAL.  American has tapped Global
Advisory Japan, a unit of Rothschild, the Journal said.

                          About AMR Corp.

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

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

                          *     *     *

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

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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

                             About JAL

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

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

                           *     *     *

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


DRYSHIPS INC: Secures Debt Waiver From Deutsche Schiffsbank
-----------------------------------------------------------
DryShips Inc. has signed an agreement with Deutsche Schiffsbank on
waiver terms for two facilities with an aggregate of
$117.5 million of its outstanding debt.

George Economou, Chairman and Chief Executive Officer, commented,
"I am delighted to report that with the signing of the Deutsche
Schiffsbank waiver, we have now obtained all the necessary waivers
for all of our outstanding debt.  This resolves all cross default
issues and is expected to result in the normal classification of
our long term debt on our balance sheet.  We would like to thank
our banks for being extremely supportive of the company.  DryShips
is in a strong position to take advantage of the distressed
opportunities that are emerging from banks, shipyards and other
sources."

As reported by the TCR on Nov. 10, 2009, DryShips Inc. has signed
an agreement with Commerzbank and West LB on waiver terms for $70
million of its outstanding debt.

                       About DryShips Inc.

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

As of September 30, 2009, the Company had US$5,404,843,000 in
total assets against US$1,900,444 in total current liabilities and
US$836,760,000 in total non-current liabilities, resulting in
US$2,667,639,000 in stockholders' equity.


EQUIPMENT ACQUISITION: Should Have New Lawyer, Creditor Says
------------------------------------------------------------
Equipment Acquisition Resources, Inc., has sought permission from
Bankruptcy Judge John H. Squires to hire Barry A. Chatz,
Konstantinos Amiros, Miriam R. Stein, Robert A. McKenzie, and the
law firm of Arnstein & Lehr LLP as bankruptcy counsel.

According to Bill Rochelle, First Premier Capital LLC, saying it's
owed $20 million, and the largest Creditor in the Debtor's case,
contends that Arnstein & Lehr has a conflict of interest and
shouldn't be retained because he represented the company before
the Chapter 11.  First Premier says Arnstein & Lehr was engaged in
July and thereafter obtained privileged communications from
company managers. First Premier says that Equipment Acquisition
turned out to be a Ponzi scheme that cost creditors as much as
$175 million.  The objection by First Premier doesn't allege that
the Arnstein firm was part of any improper activity.

The Company is now being managed by William Brandt, as chief
restructuring office.  Brandt came on board in October when the
officers and directors resigned.

The Company has proposed to employ A&L to, among other things:

     -- negotiate the terms of the Debtor's use of cash collateral
        with its secured creditors;

     -- pursue confirmation of a plan and approval of a disclosure
        statement;

     -- prepare necessary applications, motions, answers, orders,
        reports and other legal papers; and

     -- assist the Debtor with the disposition of its assets

Based in Palatine, Illinois, the company was a market maker in
semiconductor manufacturing equipment sales and servicing.

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
filed for Chapter 11 bankruptcy protection on October 23, 2009
(Bankr. N.D. Ill. Case No. 09-39937).  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.


EVERGREEN TRANS: Has Access to GECC Cash Collateral until Nov. 30
-----------------------------------------------------------------
The Hon. Margaret A. Mahoney of the U.S. Bankruptcy Court for the
Southern District of Alabama, in its second interim order,
authorized, Evergreen Transportation, Inc., to:

   -- use cash collateral of General Electric Capital Corporation
      until Nov. 30, 2009;

   -- grant adequate protection to GECC.

The Debtor's access to the cash collateral is subject to:

   a. On or before Nov. 16, 2009, the Debtor will file a motion to
      approve a sale of substantially all personal property of the
      estate.  The motion will include, or be accompanied by, a
      motion to approve procedures for bidding and other aspects
      of a sale, will identify a 'stalking horse' bidder, and will
      set forth or identify an asset purchase agreement that will
      bind the stalking horse bidder in that bidder is held to be
      the successful bidder for the personal property.

   b. On or before Nov. 20, 2009, the Debtor will file with the
      Court a plan of reorganization or a plan of liquidation;
      provided, that the Debtor will not be required to file a
      disclosure statement at or before the filing of the plan.

As reported in the Troubled Company Reporter on Aug. 27, 2009,
GECC holds a portion of the Debtor's assets, including much of
rolling stock and account receivables derived from operations.

As of Aug. 3, 2009, the Debtor was indebted to GECC on account of
the receivables advances in the principal amounts of $1,412,662,
plus interest and costs and expenses.  In addition, the Debtor on
is obligated to GECC in the amount of $2,478,013 on account of
truck leases, and $9,797,251 pursuant to security agreements.

The Debtor requires cash to finance its daily operations.  GECC
has indicated a willingness to extend credit to the Debtor
pursuant to their existing financing agreement.

In exchange for the use of cash and as adequate protection, GECC
will receive liens and security interests to secure any and all
loans or advances GECC may make under the financing agreement.

As additional security, GECC is granted (i) a first priority lien
and security interest in all of the Debtor's and DIP's accounts
and in all proceeds of the foregoing; and (ii) a lien and security
interest, subject only to unavoidable liens of record as of the
Filing Date, in all other postpetition collateral and the
prepetition collateral.  GECC is not granted a primary lien on any
asset of the Debtor or DIP as to which a person other than GECC or
an insider of the Debtor or of DIP holds a prior, perfected
security interest.

The Debtor and GECC are also authorized to enter into Amendment
No. 2 to the financing agreement, leases, security agreements,
effective as of the filing date.  The Amendment provides for the
rate of interest to be paid in respect to balances owed under the
financing agreement postpetition.

                  About Evergreen Transportation

Evergreen, Alabama-based Evergreen Transportation, Inc., operates
a freight and logistics business.  The Company filed for Chapter
11 on Aug. 4, 2009 (Bankr. S.D. Ala. Case No. 09-13525).  Silver,
Voit & Thompson, Attorneys at Law, P.C. represents the Debtor in
its restructuring efforts.  Ross Consulting Services, LLC, and
Carriage Hill Partners, Ltd., have been tapped as financial
advisors.  In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000.


EVERGREEN TRANS: Wants to Auction Rolling Stock Terminals
---------------------------------------------------------
Evergreen Transportation, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Alabama for permission to sell, pursuant
to Section 363 of the Bankruptcy Code, certain of its assets to a
newly formed entity Evergreen Transport, L.L.C., subject to better
and bigger offer.

The Debtor proposes to sell assets which include portions of the
Debtor's rolling stock terminals located in Calera, Courtland,
Evergreen, Jackson and Mobile, Alabama and all contents of those
terminals.

Evergreen Transport, L.L.C., agreed to purchase the assets for
$7,135,000,free and clear of all liens, claims and encumbrances.

The terminals located in Evergreen, Calera, Courtland, and Mobile,
Alabama are each subject to a first mortgage held by Wachovia
Bank, N.A. and a second mortgage held by SWaN Group, L.L.C.  The
terminal located in Jackson, Alabama is subject to a mortgage held
by Merchants Bank of Jackson.

The portion of the purchase price allocated to each creditor at
the closing of the proposed transaction is:

   a. General Electric Capital Corporation
      i. $3,500,000 for rolling stock;

   b. Regions Financial Corporation
      i. $1,400,000 for rolling stock

   c. RZB Bank
      i. $750,000 for rolling stock

   d. Wachovia Bank, N.A.
      i. $475,000 for Calera, Alabama terminal;
     ii. $100,000 for Courtland, Alabama terminal;
    iii. $350,000 for Evergreen, Alabama terminal; and
     iv. $475,000 for Mobile, Alabama terminal.

   e. Merchants Bank of Jackson
      i. purchaser will assume Merchants Bank's note and mortgage
         on the Jackson, Alabama terminal.

The Debtor further asks the Court to authorize the Debtor to
satisfy at closing or upon allowance, as applicable, the secured
claims of General Electric Capital Corporation, Regions Financial
Corporation, RZB Bank, Wachovia Bank, N.A., and Merchants Bank of
Jackson; that the Debtor be authorized to take all actions and
execute and deliver all documents necessary to effectuate and
close the proposed sale to the purchaser.

In a separate motion, the Debtor asks the Court to authorize the
sale of certain truck and trailers.  The Debtor relates that it no
longer needs those assets in connection with its ongoing business
activities, and those assets have no liens and other encumbrances
on them.

The Debtor proposes that J.M. Wood Auction Co., Inc. will conduct
the auction scheduled for Dec. 2 - 3, 2009, at Montgomery,
Alabama.

Evergreen, Alabama-based Evergreen Transportation, Inc., operates
a freight and logistics business.  The Company filed for Chapter
11 on Aug. 4, 2009 (Bankr. S.D. Ala. Case No. 09-13525).  Silver,
Voit & Thompson, Attorneys at Law, P.C. represents the Debtor in
its restructuring efforts.  Ross Consulting Services, LLC, and
Carriage Hill Partners, Ltd., have been tapped as financial
advisors.  In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000.


FANNIE MAE: Hurt by Deteriorating Commercial Real Estate Market
---------------------------------------------------------------
The Wall Street Journal's Nick Timiraos reports that the
deteriorating commercial real-estate market is hitting Fannie Mae
and Freddie Mac.

The Journal relates Fannie and Freddie together have taken more
than $110 billion in capital infusions from the Treasury and have
stepped up their lending for apartment buildings as the commercial
real-estate market peaked.  Both are now facing rapidly rising
loan losses, the report says.

Fannie, which has been more active than Freddie, faces the biggest
problems, according to the Journal.  Fannie's serious delinquency
rate, or loans that were 60 days or more past due, stood at 0.62%
at the end of September, up from 0.16% a year ago.  One troubling
sign, according to the Journal: one-quarter of the $180 billion of
apartment-building loans on Fannie's books were originated near
the top of the market in 2007 and those loans account for nearly
half of all its commercial-loan delinquencies.

The Journal also notes Fannie increased to $1.2 billion its
reserves for losses on multifamily loans at the end of September,
up from $104 million at the end of 2008.  The Journal points to a
statement by Fannie, saying market fundamentals "will remain under
pressure in the near term" and that it is taking steps "to
mitigate risks associated with weak rental demand."

The Journal says the losses from Fannie's and Freddie's $300
billion in apartment-building loans will be a fraction of their
losses on single-family homes, where the two firms back $5
trillion of loans.  But the bigger impact could be on the market
for apartment buildings.  The firms, the Journal explains, were
responsible for 84% of all multifamily lending last year, up from
34% of the market in 2006, according to the Federal Housing
Finance Agency.

As reported by the Troubled Company Reporter on November 9, 2009,
Fannie Mae recorded a net loss of $18.9 billion for the third
quarter of 2009.  Fannie Mae said its net loss was primarily
driven by significant credit-related expenses, which totaled
$22.0 billion in the third quarter, reflecting the continued build
in its combined loss reserves and increasing numbers of credit-
impaired loans acquired from MBS trusts for loan modifications,
and $1.5 billion in fair value losses due primarily to losses on
derivatives resulting from a decrease in swap rates, the time
decay of its purchased options and losses on mortgage commitments.

Fannie Mae recorded a net loss of $14.8 billion for the second
quarter of 2009.  The $4.1 billion increase in its net loss for
the third quarter 2009 compared with the second quarter 2009 was
driven principally by an increase in credit-related expenses and a
shift to fair value losses from fair value gains, which more than
offset the shift to investment gains from investment losses.

Fannie Mae said total assets of $890.3 billion as of September 30,
2009 decreased by $22.1 billion, or 2.4%, from December 31, 2008.
Total liabilities of $905.2 billion decreased by $22.3 billion, or
2.4%, from December 31, 2008.  Total Fannie Mae stockholders'
deficit decreased by $249 million during the first nine months of
2009, to a deficit of $15.1 billion as of September 30, 2009, from
a deficit of $15.3 billion as of December 31, 2008.  Fannie Mae
had an estimated net worth deficit of $15.0 billion as of
September 30, 2009, compared with a net worth deficit of
$10.6 billion as of June 30, 2009 and $15.2 billion as of
December 31, 2008.

Fannie Mae said, due to current trends in the housing and
financial markets, it expects to have a net worth deficit in
future periods, and therefore will be required to obtain
additional funding from Treasury.  "As a result, we are dependent
on the continued support of Treasury in order to continue
operating our business.  Our ability to access funds from Treasury
under the senior preferred stock purchase agreement is critical to
keeping us solvent and avoiding the appointment of a receiver by
[Federal Housing Finance Agency] under statutory mandatory
receivership provisions," Fannie Mae said.

Meanwhile, Freddie Mac narrowed its net loss to $5,013,000,000 for
the three months ended September 30, 2009, from a net loss of
$25,295,000,000 for the same quarter a year ago.  Freddie Mac
posted a net loss of $14,097,000,000 for the nine months ended
September 30, 2009, from a net loss of $26,263,000,000 for the
same period a year ago.

As of September 30, 2009, Freddie Mac had $866,601,000,000 in
total assets against $856,195,000,000 in total liabilities.  As of
September 30, 2009, Total Freddie Mac stockholders' equity was
$10,311,000,000; and Total equity was $10,406,000,000.

The Journal relates that a report published earlier this year by
Harvard University's Joint Center for Housing Studies warned that
without Fannie's and Freddie's continued purchases, "apartment
transactions could come to a near standstill" and that could spur
a further unraveling where even "cash-flow-positive projects may
not be able to get refinanced and will be pushed towards default."

According to the Journal, Fannie and Freddie say they were
conservative in underwriting of apartment-building loans.  For
example, 97% of Freddie-backed apartment properties are still
worth more than the value of the underlying loans.  "We were
careful about our credit, but with the markets deteriorating,
everybody will be impacted negatively in some form or another,"
said Freddie spokeswoman Patti Boerger, according to the Journal.

The Journal notes, however, that in recent years, critics say that
the firms became more aggressive.  Some deals that they financed
wouldn't have occurred without their participation.  "By 2007,
Fannie basically put more gas on the fire," says Mike Kelly,
president of Caldera Asset Management, a consulting firm for
distressed multifamily properties.

The Journal says most of Fannie's and Freddie's multifamily loans
won't mature for several years -- two thirds of Fannie's
multifamily debt won't mature until after 2013, for instance --
allowing time for rents and vacancies to recover before owners
have to refinance.  Still, delinquencies stood at 1.6% on some
$4.5 billion in loans set to mature next year.

"And those looming maturities only add to the uncertainty about
whether Fannie or Freddie will stay active in the multifamily
space over the medium to long term," the Journal says.

So far, the Journal continues, various proposals that address how
to revamp Fannie and Freddie haven't paid much attention to
multifamily lending, but industry leaders say they aren't
concerned.  While it would be a "very big blow" to the sector if
Fannie or Freddie were forced to sharply curtail their multifamily
lending, "that's just not in the cards," the Journal quotes
Richard Campo, chief executive of Camden Properties Trust, an
apartment company with some 62,000 units, as saying.  "The idea
that the government is going to do something negative to
affordable housing in this interim period . . . seems pretty far
fetched."

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                         About Fannie Mae

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FAIRPOINT COMMS: Committee Proposes Andrews Kurth as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Fairpoint
Communications Inc.'s cases seeks the Court's authority to retain
Andrews Kurth LLP as its counsel nunc pro tunc to November 10,
2009.

Committee Chair Michael Cullen of J.C. Zampell Construction,
Inc., relates that the Committee has selected Andrews Kurth o
serve as its counsel because of the firm's knowledge of the
Debtors' industry generally; the firm's expertise in the field of
business reorganizations under Chapter 11 of the Bankruptcy Code
and corporate finance and related matters; and the firm's
expertise in representing creditors committees in complex Chapter
11 cases.

As counsel to the Creditors Committee, Andrews Kurth will render
these legal services:

  (a) consult and interact with the Committee, the Debtors, the
      Office of the United States Trustee and other parties in
      interest and their respective professionals concerning the
      administration of the Debtors' cases;

  (b) review, analyze and respond to pleadings filed by the
      Debtors with the Court and to participate in hearings
      concerning those pleadings;

  (c) investigate the acts, conduct, assets, liabilities and
      present and historical financial condition of the Debtors,
      the operation of the Debtors' business or proposals to
      restructure the Debtors' business, and any relevant matter
      in the event and to the extent required by the Committee;

  (d) take all necessary action to protect the rights and
      interests of the Committee's constituents, including, but
      not limited to, the negotiation of a Chapter 11 plan or
      plans for the Debtors and all related matters;

  (e) represent the Committee in connection with the exercise of
      its powers and duties under the Bankruptcy Code and in
      connection with the Debtors' cases; and

  (f) perform all other necessary and appropriate legal services
      the Committee requires in connection with the Debtors'
      cases.

The Committee seeks that Andrew Kurth be paid for its services
according to the firm's hourly rates and be reimbursed for
reasonable and necessary expenses incurred or to be incurred.
The firm's hourly rates are:

        Professional               Hourly Rate
        ------------               ------------
        Attorneys                  $265 to $955
        Paralegals                 $200 to $245

Paul N. Silverstein, Esq., a member of Andrew Kurth, assures the
Court his firm does not have an interest materially adverse to
the interests of the Debtors' estates.

                  About FairPoint Communications

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

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

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

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

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


FAIRPOINT COMMS: Committee Wants Rothschild Hiring Denied
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Fairpoint
Communications Inc.'s cases asks the Court to deny the Debtors'
request to employ Rothschild, Inc., as their financial advisor and
investment banker unless certain changes to the retention are
made.

The Creditors Committee proposes that any award of compensation
to Rothschild in the Debtors' Chapter 11 cases should be subject
to review for reasonableness under section 330 of the Bankruptcy
Code.

"Blanket pre-approval of the various fees and expenses requested
by Rothschild and the Debtors, which could easily exceed
$8 million, as with all other professional fees, should be tested
for reasonableness in hindsight," Paul N. Silberstein, Esq., at
Andrews Kurth LLP in New York, asserts, on behalf of the
Committee.

Specifically, the Creditors Committee disagrees with these terms
proposed by the Debtors concerning the employment of Rothschild:

-- Rothschild will be entitled to a $200,000 monthly fee and
    certain other fees, including an $8 million Recapitalization
    Fee payable upon the consummation of a Recapitalization
    Transaction.

-- Rothschild will be absolved of all liability to the Company
    "with respect to any error or omission arising from or in
    connection with: (i) the electronic communication of
    information to the Company; or (ii) the Company's reliance
    on that information."

-- The Debtors will bear the costs and expenses of Rothschild's
    attorneys without Court review.

                  About FairPoint Communications

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

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

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

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

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


FAIRPOINT COMMS: Proposes Quinn as Conflicts Counsel
----------------------------------------------------
Fairpoint Communications Inc. and its units seek the Court's
authority to employ Quinn Emmanuel Urquhart Oliver & Hedges LLP as
their conflicts counsel.

The Debtors seek to hire Quinn Emanuel to represent them in
certain issues based on the firm's vast experience in matters
concerning complex bankruptcy litigation, including financing
disputes, valuation litigation, avoidance actions, and contested
plan confirmations, among others.

Quinn Emanuel's extensive experience in handling complex
litigation makes the firm especially suited to deal effectively
with many of the potential contested issues that may arise in the
Debtors' Chapter 11 cases, according to Shirley J. Linn,
executive vice president for FairPoint Communications, Inc.
Quinn Emanuel is well qualified to serve as conflicts counsel
pursuant to Section 327(a) of the Bankruptcy Code, Ms. Linn
asserts.

As conflicts counsel, Quinn Emanuel will work closely with the
Debtors' general counsel, Paul Hastings Janofsky & Walker LLP,
and other professionals as may be retained by the Debtors, taking
whatever steps are necessary and appropriate to implement a
carefully constructed division of labor to avoid duplication of
efforts.

The Debtors believe the retention of Quinn Emanuel as conflicts
counsel will enhance the ability of Paul Hastings to represent
them generally and assist them in carrying out their duties under
these Chapter 11 cases.

The partner-in-charge of the Quinn Emmanuel engagement is Susheel
Kirpalani.  He is the chair of the firm's Bankruptcy and
Restructuring Group.

The Debtors propose to pay Quinn Emmanuel on an hourly basis, and
reimburse the firm of actual, necessary expenses and other
charges incurred by the firm's professionals in representing the
Debtors.  Quinn Emmanuel's hourly rates are:

   Professional                          Hourly Rate
   ------------                          -----------
   Partners                              $660 to $950
   Other attorneys and counsel           $380 to $950
   Legal Assistants                      $250 to $280

Susheel Kirpalani, Esq., a member of Quinn Emmanuel Urquhart
Oliver & Hedges, in New York, assures the Court that his firm is
a "disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

Mr. Kirpalani guarantees that Quinn Emmanuel does not have an
interest adverse to the Debtors' estates.

The Court will convene a hearing to consider the Quinn Emmanuel
Application on December 10, 2009, at 10:00 a.m.  Objections are
due no later than December 3.

                  About FairPoint Communications

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

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

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

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

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


FEDERAL HOME: Fitch Assigns Short-Term Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has assigned a long-term and short-term Issuer
Default Rating to Federal Home Loan Bank of Atlanta of 'AAA' and
'F1+', respectively.  The ratings reflect Fitch's assumption of
U.S. Government support for the Federal Home Loan Banks System as
well as FHLBATL.  The Rating Outlook is Stable.  Fitch rates
FHLBATL:

  -- Long-term IDR 'AAA';
  -- Short-term IDR 'F1+';
  -- Support '1';
  -- Support floor 'AAA'.
  -- Individual 'C'.

The Federal Home Loan Banks System was created by Congress in 1932
and falls under the authority of the FHLBank Act.  The Government
Sponsored Enterprise is comprised of 12 district banks, each
serving a designated geographic area of the United States.  The
system's mission is to provide a reliable source of liquidity to
financial institutions which in turn is used to originate mortgage
loans.  Through the Office of Finance, the system issues
consolidated obligations to investors globally.  The consolidated
obligations are jointly and severally liable between the 12
district banks.  Total assets of the combined system were
$1.062 trillion at Sept. 30, 2009.

With $163.4 billion of assets at Sept. 30, 2009, FHLBATL is one of
the 12 banks making up the FHLBank System.  FHLBATL is
cooperatively owned by its members who provide capital and receive
periodic dividends when approved by FHLBATL's Board.  Members can
obtain advances from FHLBATL based on the collateral they provide,
which is typically loans and to a lesser extent investment
securities.  Advances serve as funding for new loan originations,
a tool for market risk management, and a source of contingent
liquidity.  In order to ensure adequate security as collateral for
its advances, FHLBATL uses haircuts which then determine the
borrowing base for each member.  The collateral haircuts are
dependant on several factors, including the member's financial
condition, the quality of underwriting and credit administration,
as well as the type of collateral.  FHLBATL has never incurred a
loss on an advance due to its conservative collateral haircuts.
Despite recent stress in the banking sector, leading numerous
banks being placed into receivership by the Federal Deposit
Insurance Corporation, FHLBATL has always received principal,
interest and prepayment penalties in full.

In July 2008, Congress provided temporary authorization allowing
the system to provide credit enhancement for tax-exempt debt,
including municipal debt securities.  The FHLBATL provides this
enhancement through confirmation or stand-by letters of credit,
which backs the member's letter of credit used as the credit
enhancement for tax-exempt debt.

Fitch believes that implicit sovereign support for the system
would be forthcoming due to the wide global distribution of
FHLBanks debt, the important mission of the system as it pertains
to homeownership and the reliable access to funding it receives
due to the system's GSE status.  FHLBATL's support and support
floor ratings reflect Fitch's view that sovereign support would
extend to FHLBATL and its consolidated obligations.  Consequently,
FHLBATL's long-term IDR is reflective of implicit sovereign
support.

The individual rating communicates Fitch's view of FHLBATL's
stand-alone risk that it poses to the system and does not reflect
the benefit FHLBATL may receive through sovereign support.  The
financial condition of FHLBATL has generally been strong.
Recently, however, its private label MBS portfolio, totaling
$11.1 billion or 6.8% of total assets at Sept. 30, 2009, has
placed pressure on operating performance and capital through the
accumulated other comprehensive income account.  Total recognized
other than temporary impairment through the first nine-months of
2009 totaled $1.2 billion, of which $263.1 million was recognized
as a credit loss.  While Fitch is cognizant of the company's
historical pristine asset quality, the private label MBS portfolio
may continue to place negative pressure on operating performance
and capital metrics.

The Stable Outlook reflects Fitch's view of relative stability of
FHLBATL's risk profile and a continued ability to minimize losses
on its advances.  Fitch will monitor future regulatory actions and
reports that may suggest support for the system and FHLBATL could
change from the perception of support exhibited currently.  A
significant deviation of implicit support or stature of the
FHLBanks System may result in re-evaluation of FHLBATL's support
rating.


FLOTEK INDUSTRIES: Enters Into Fourth Credit Facility Amendment
---------------------------------------------------------------
Flotek Industries, Inc., reports that as a result of the subdued
recovery in oilfield activity and continued pressure on the
Company's financial performance, the Company entered into a Fourth
Amendment to its Senior Credit Facility.

The Amendment waives certain potential defaults that would have
occurred pursuant to the Credit Agreement as of September 30,
2009; provides that the Company may not make any draws with
respect to the New Revolving Credit Facility until February 10,
2010; requires that the Company make on November 16, 2009, the
$2,000,000 principal payment on the Term Loan which would have
been due on December 31, 2009; requires that the Company maintain
availability under the New Revolving Credit Facility of at least
$4,000,000; and modifies certain reporting requirements and other
covenants contained in the Credit Agreement.

In addition, Flotek does not expect to be able to meet certain of
the financial covenants under the Senior Credit Facility as of
December 31, 2009, and possibly into 2010.  As a result, the
Company has reclassified amounts owed under the New Senior Credit
Facility as short term debt in the Consolidated Balance Sheet at
September 30, 2009.  While the Company has been successful in
obtaining waivers from its bank lenders in recent periods, there
can be no assurance it will be successful obtaining such waivers
for these events in the future.

"We continue to be challenged by a weak operating environment
which resulted in our need to ask our lending group for relief
from certain covenants in the third quarter," John Chisholm,
Flotek's interim President and Director, said.  "We appreciate our
lending group's support and are prepared to work with them to
restructure the credit facility in a way that is both acceptable
to our lenders and tenable for Flotek.  We are also considering
alternative sources of debt capital to meet our needs in the case
that our current lending group is unable to meet our needs.  While
we cannot assure we will be successful, preliminary discussions
with other lenders have been encouraging."

As a result of the Company's need to take an allowance against the
deferred tax assets, Flotek is likely to receive a notice from the
New York Stock Exchange that it is in violation of continued
listing standards of the exchange based on both the Company's
equity market capitalization and minimum net worth falling below
$50 million.  As a result, Flotek will be required to develop a
plan addressing the deficiencies and its program for correcting
the deficiency.  The Company said that so long as it is making
progress on the plan, the NYSE is unlikely to take any further
delisting action for 18 months.

                         Financial Results

Flotek reported financial and operating results for the third
quarter and first nine months of 2009.

Consistent with declines in oilfield activity, total revenue for
the third quarter of 2009 was $23.8 million, a decrease of 62.1%,
compared to $62.8 million for the third quarter of 2008.  Revenue
decreased in all of our operating segments, a result of a decrease
in drilling activity.  Since the 2008 cyclical peak, natural gas
prices and drilling activity have declined precipitously, directly
impacting demand for our products.  Revenues for the nine months
ending September 30, 2009, decreased to $88.0 million from
$166.1 million for the first nine months of 2008.

Loss from operations for the third quarter of 2009 totaled
$2.5 million, compared to income from operations of $12.2 million
in the third quarter of 2008.  In the quarter ending September 30,
2009, the Company experienced continued deterioration of its
business and operating environment, raising concerns that it will
be unable to meet the financial covenants set forth in its Senior
Credit Facility.  As a result, the Company took a valuation
allowance of approximately $16.8 million against its deferred tax
assets on the Company's balance sheet.

For the quarter ending September 30, 2009, the Company posted a
net loss of $23.1 million or $1.18 per share.  That compares to
net profit in the quarter ending September 30, 2008, of
$5.1 million or $0.27 per share. For the nine months ending
September 30, 2009, the Company posted a net loss of $44.9 million
or $2.29 per share.  That compares to net profit in the nine
months ending September 30, 2008, of $12.8 million or $0.66 per
share on a fully diluted basis.

A complete presentation of the financial statements can be found
in our third quarter report on Form 10-Q filed with the Securities
and Exchange Commission.

Flotek Industries, Inc. -- http://www.flotekind.com/home.php--
manufactures and markets innovative specialty chemicals, downhole
drilling and production equipment, and manages automated bulk
material handling, loading and blending facilities.  It serves
major and independent companies in the domestic and international
oilfield service industry.


FONTAINEBLEAU LV: Court OKs Rejection of Sales, Employment Pacts
----------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, Fontainebleau
Las Vegas, LLC, has sought the Court's authority to reject seven
employment contracts of its former employees, and 33 group sales
executory contracts.

Following a hearing, the Court entered an order approving the
rejection of 33 group sales executory contracts and termination of
these seven employees:

Name                     Termination Date
----                     ----------------
Alexander Terry           May 15, 2009
Peter Magdos              July 24, 2009
Arik Knowles              June 30, 2009
Joel Bloom                August 28, 2009
Andrew Finn               September 2, 2009
W. Bryan O'Shields        September 24, 2009
Audrey Oswell             October 2, 2009

Nothing the Order is intended to abridge or waive the rights,
claims, or defenses of the Debtors under or in respect of the
Group Sales Contracts as a result of the rejection.

Any proof of claim for damages arising from the rejection
effectuated by the Order must be filed with the Court on or
before December 4, 2009.

                   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: Examiner Proposes Stutman Treister as Counsel
---------------------------------------------------------------
By this application, Jeffrey R. Truitt, the appointed examiner in
the Debtors' Chapter 11 cases, sought and obtained from the Court
an order authorizing the employment of Los Angeles-based Stutman,
Treister & Glatt Professional Corporation as his counsel, nunc
pro tunc to October 16, 2009.

The Examiner has employed ST&G as his counsel in connection with
the Debtors' Chapter 11 cases, and in that regard requires
counsel to render these types of professional services:

  (a) Assisting in the Examiner's negotiation and supervision of
      the sale of the Assets pursuant to Section 363 of the
      Bankruptcy Code and the discharge of the Examiner's duties
      and responsibilities;

  (b) At the direction and with the participation of the
      Examiner, preparing motions, applications, notices,
      orders, reports, and other documents necessary in the
      discharge of the Examiner's duties;

  (c) Representing the Examiner at all hearings and other
      proceedings before the Court, any appellate courts with
      respect to issues of bankruptcy law, and the United States
      Trustee; and advocating and protecting the interests of
      the Examiner before courts;

  (d) Analyzing and advising the Examiner regarding any legal
      issues that arise in connection with the performance of
      the Examiner's duties;

  (e) Performing all other necessary legal services on behalf of
      the Examiner in connection with the Debtors' cases; and

  (f) Assisting the Examiner in undertaking additional tasks
      that the Court may direct.

The Debtors will reimburse ST&G for all fees and expenses
incurred while rendering the Services in the Chapter 11 cases;
and pay the firm's fees based on its hourly rates:

  Professional           Hourly Rate
  ------------           -----------
  Attorneys              $250 - $895
  Paralegals                    $240
  Law Clerks             $220 - $240

Rates of the professionals expected to be most active in the case
are:

  Professional            Hourly Rate
  ------------            -----------
  Eve H. Karasik             $675
  Eric D. Goldberg           $675
  Marina Fineman             $495
  Christine M. Pajak         $460

Eve H. Karasik, Esq., senior shareholder of Stutman, Treister &
Glatt Professional Corporation, disclose that ST&G does not
represent any of the parties-in-interest in the Debtors' cases in
any matter at the present time or at any time in the last five
years, except:

  (a) ST&G has represented Aurelius Capital Management, L.P., as
      a creditor in other bankruptcy cases and is currently
      representing a group of creditors that includes Aurelius
      in connection with the Chapter 11 cases of Scotia Pacific
      and its affiliates.

  (b) ST&G is currently representing US Bank, N.A., in several
      unrelated matters, and US Bank, N.A., is also ST&G's lender
      under a revolving line of credit and a tenant improvement
      loan.

  (c) ST&G is currently representing Highland Capital
      Management, LP, in connection with the chapter 11 cases of
      Delphi Corp. and its affiliates.

Ms. Karasik assures the Court that ST&G and all of the attorneys
comprising or employed by it: (i) do not hold or represent an
adverse interest in connection with the Debtors' cases; (ii) do
not hold or represent an interest adverse to the interests of the
Debtors' estates with respect to the matters on which the
Examiner is being engaged; (iii) are "disinterested persons"
within the meaning of Section 101(14) of the Bankruptcy Code; and
(iv) do not have any other connection with the Debtors, their
creditors, any other party-in-interest, their attorneys or
accountants, the U.S. Trustee, or any person employed in the
Office of the U.S. Trustee.

At a hearing held October 22, 2009, the Court waived the
necessity for the Examiner to hire a Florida-based counsel in the
Debtors' Cases, and held that the Debtors' counsel and their
noticing agent can assist the Examiner as needed with the
services generally provided by Florida counsel.

                   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: Penn Bids $50M for Unfinished Project
-------------------------------------------------------
Fontainebleau Las Vegas Holdings LLC is seeking permission to
conduct an auction for its unfinished multibillion-dollar hotel
and casino development on the Las Vegas Strip, at which auction an
affiliate of Penn National Gaming Inc. will be stalking horse
bidder with its $50 million offer for the asset.  In addition to
the $50 million cash, Penn National will repay any financing
incurred so far in the reorganization while providing another
$51.5 million loan to support the Chapter 11 case.

Fontainebleau proposes a Jan. 15 deadline for competing bids, an
auction on January 21 and a sale hearing on January 27.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings LLC's unfinished multibillion-
dollar hotel and casino development on the Las Vegas Strip.

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: Proposes New Lease for Staging Site Premises
--------------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, seeks permission from the
Bankruptcy Court to enter into a nonresidential real property
lease -- the "New Lease" -- for a reduced portion of the Debtors'
current staging site premises that will be used by the Debtors to
store and consolidate their materials and equipment.

Sahara Las Vegas Corp. and Fontainebleau Las Vegas, as tenant,
entered into a Lease Agreement, as amended, for the lease of 2601
Las Vegas Boulevard South, in Las Vegas, Nevada.

During construction of the Tier A casino hotel resort -- the
"Project" -- the Original Premises was used as the main staging
site for materials and equipment that were delivered to the
Project, and a parking lot for subcontractors and their
employees.  Millions of dollars of materials and equipment remain
on the Original Premises.

On October 7, 2009, the Debtors sought and obtained from the
Court an order rejecting certain leases associated with Staging
Site, which authorized the rejection of the Sahara LV Lease
pending relocation of the materials and equipment from the
Original Premises.

Prior to entry of the Rejection Order, in an attempt to eliminate
$350,000 a month in administrative expenses associated with the
Sahara LV Lease, the Debtors sought and obtained from the Court
an order approving the use of cash collateral to pay certain
relocation expenses.  The Court, however, reserved judgment on
the requested expenses associated with (a) building a fire access
road that would be required to be built by Clark County if the
Debtors vacated the Original Premises, and (b) contingency
expenses, pending additional documentation.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami Florida, relates that given the costs associated
with completely vacating the Original Premises, the Debtors
continued discussions with the Landlord and negotiated the New
Lease.

The New Lease provides that Fontainebleau Las Vegas will lease
six acres of the Original Premises from the Landlord, on a month-
to-month basis, at a monthly rental of $25,000.

According to Mr. Baena, authorizing Fontainebleau Las Vegas to
enter into the New Lease and remove its materials and equipment
from the Original Premises will eliminate any continuing
administrative liabilities associated with the Sahara LV Lease.

                   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)


FOOTHILLS RESOURCES: Sets Dec. 28 Hearing to Confirm Plan
---------------------------------------------------------
Foothills Resources Inc. has obtained approval of the disclosure
statement explaining its reorganization plan.  Now it has
scheduled a Dec. 28 confirmation hearing for the Plan.

The Plan provides for these terms:

   -- Regiment Capital Special Situations Fund III LP, owed
      $53.9 million in secured debt, will take over ownership of
      Foothills and receive a promissory note in the amount equal
      to 50% of the prepetition claim in return for the secured
      debt.

   -- Wells Fargo Foothill LLC-led secured lenders, owed
      $24.64 million, will be paid in full in cash from the
      proceeds of the exit facility.

   -- Holders of secured mechanics' lien claims will be paid in
      full in cash over five years with interest.

   -- Secured tax claims likewise will be paid over five years
      with 12% interest per annum.

   -- Unsecured creditors are to have full payment by splitting up
      $400,000, for payment over five years with interest at 5%
      per annum.

A copy of the Plan is available for free at:

     http://bankrupt.com/misc/Foothills_Ch11Plan.pdf

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

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

                     About Foothills Resources

Foothills Resources, Inc., is engaged in the acquisition,
exploration and development of oil and natural gas properties.
The Company's operations are conducted primarily through its
wholly owned subsidiaries, Foothills California, Inc., Foothills
Texas, Inc., and Foothills Oklahoma, Inc.

On February 11, 2009, Foothills Resources and its wholly owned
subsidiaries, Foothills California, Foothills Oklahoma, and
Foothills Texas, filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
09-10452).  Judge Christopher S. Sontchi handles the Chapter 11
cases.  Akin Gump Strauss Hauer & Feld LLP is the Debtors' lead
bankruptcy counsel.  Norman L. Pernick, Esq., and Patrick J.
Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
represent the Debtors as Delaware counsel.  The Garden City Group,
Inc., is the claims agent for the Debtors.

The explanatory disclosure statement, filed along with Foothills'
plan, says that assets were $41 million and debt was $59.5 million
on Dec. 31.  The Chapter 11 petition and a regulatory filing
listed assets of $89.5 million and debt totaling $78.8 million as
of Sept. 30, 2008, with $71.2 million owing to secured creditors
on term loan and revolving credit agreements.


FRANK MIELE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Frank J. Miele
        1 West 67th Street, #313
        New York, NY 10023

Bankruptcy Case No.: 09-16854

Chapter 11 Petition Date: November 17, 2009

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

Judge: James M. Peck

Debtor's Counsel: Scott S. Markowitz, Esq.
                  Tarter Krinsky & Drogin LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  Email: smarkowitz@tarterkrinsky.com

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

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

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

The petition was signed by Mr. Miele.


FREDDIE MAC: Hurt by Deteriorating Commercial Real Estate Market
----------------------------------------------------------------
The Wall Street Journal's Nick Timiraos reports that the
deteriorating commercial real-estate market is hitting Fannie Mae
and Freddie Mac.

The Journal relates Fannie and Freddie together have taken more
than $110 billion in capital infusions from the Treasury and have
stepped up their lending for apartment buildings as the commercial
real-estate market peaked.  Both are now facing rapidly rising
loan losses, the report says.

Fannie, which has been more active than Freddie, faces the biggest
problems, according to the Journal.  Fannie's serious delinquency
rate, or loans that were 60 days or more past due, stood at 0.62%
at the end of September, up from 0.16% a year ago.  One troubling
sign, according to the Journal: one-quarter of the $180 billion of
apartment-building loans on Fannie's books were originated near
the top of the market in 2007 and those loans account for nearly
half of all its commercial-loan delinquencies.

The Journal also notes Fannie increased to $1.2 billion its
reserves for losses on multifamily loans at the end of September,
up from $104 million at the end of 2008.  The Journal points to a
statement by Fannie, saying market fundamentals "will remain under
pressure in the near term" and that it is taking steps "to
mitigate risks associated with weak rental demand."

The Journal says the losses from Fannie's and Freddie's $300
billion in apartment-building loans will be a fraction of their
losses on single-family homes, where the two firms back $5
trillion of loans.  But the bigger impact could be on the market
for apartment buildings.  The firms, the Journal explains, were
responsible for 84% of all multifamily lending last year, up from
34% of the market in 2006, according to the Federal Housing
Finance Agency.

As reported by the Troubled Company Reporter on November 9, 2009,
Fannie Mae recorded a net loss of $18.9 billion for the third
quarter of 2009.  Fannie Mae said its net loss was primarily
driven by significant credit-related expenses, which totaled
$22.0 billion in the third quarter, reflecting the continued build
in its combined loss reserves and increasing numbers of credit-
impaired loans acquired from MBS trusts for loan modifications,
and $1.5 billion in fair value losses due primarily to losses on
derivatives resulting from a decrease in swap rates, the time
decay of its purchased options and losses on mortgage commitments.

Fannie Mae recorded a net loss of $14.8 billion for the second
quarter of 2009.  The $4.1 billion increase in its net loss for
the third quarter 2009 compared with the second quarter 2009 was
driven principally by an increase in credit-related expenses and a
shift to fair value losses from fair value gains, which more than
offset the shift to investment gains from investment losses.

Fannie Mae said total assets of $890.3 billion as of September 30,
2009 decreased by $22.1 billion, or 2.4%, from December 31, 2008.
Total liabilities of $905.2 billion decreased by $22.3 billion, or
2.4%, from December 31, 2008.  Total Fannie Mae stockholders'
deficit decreased by $249 million during the first nine months of
2009, to a deficit of $15.1 billion as of September 30, 2009, from
a deficit of $15.3 billion as of December 31, 2008.  Fannie Mae
had an estimated net worth deficit of $15.0 billion as of
September 30, 2009, compared with a net worth deficit of
$10.6 billion as of June 30, 2009 and $15.2 billion as of
December 31, 2008.

Fannie Mae said, due to current trends in the housing and
financial markets, it expects to have a net worth deficit in
future periods, and therefore will be required to obtain
additional funding from Treasury.  "As a result, we are dependent
on the continued support of Treasury in order to continue
operating our business.  Our ability to access funds from Treasury
under the senior preferred stock purchase agreement is critical to
keeping us solvent and avoiding the appointment of a receiver by
[Federal Housing Finance Agency] under statutory mandatory
receivership provisions," Fannie Mae said.

Meanwhile, Freddie Mac narrowed its net loss to $5,013,000,000 for
the three months ended September 30, 2009, from a net loss of
$25,295,000,000 for the same quarter a year ago.  Freddie Mac
posted a net loss of $14,097,000,000 for the nine months ended
September 30, 2009, from a net loss of $26,263,000,000 for the
same period a year ago.

As of September 30, 2009, Freddie Mac had $866,601,000,000 in
total assets against $856,195,000,000 in total liabilities.  As of
September 30, 2009, Total Freddie Mac stockholders' equity was
$10,311,000,000; and Total equity was $10,406,000,000.

The Journal relates that a report published earlier this year by
Harvard University's Joint Center for Housing Studies warned that
without Fannie's and Freddie's continued purchases, "apartment
transactions could come to a near standstill" and that could spur
a further unraveling where even "cash-flow-positive projects may
not be able to get refinanced and will be pushed towards default."

According to the Journal, Fannie and Freddie say they were
conservative in underwriting of apartment-building loans.  For
example, 97% of Freddie-backed apartment properties are still
worth more than the value of the underlying loans.  "We were
careful about our credit, but with the markets deteriorating,
everybody will be impacted negatively in some form or another,"
said Freddie spokeswoman Patti Boerger, according to the Journal.

The Journal notes, however, that in recent years, critics say that
the firms became more aggressive.  Some deals that they financed
wouldn't have occurred without their participation.  "By 2007,
Fannie basically put more gas on the fire," says Mike Kelly,
president of Caldera Asset Management, a consulting firm for
distressed multifamily properties.

The Journal says most of Fannie's and Freddie's multifamily loans
won't mature for several years -- two thirds of Fannie's
multifamily debt won't mature until after 2013, for instance --
allowing time for rents and vacancies to recover before owners
have to refinance.  Still, delinquencies stood at 1.6% on some
$4.5 billion in loans set to mature next year.

"And those looming maturities only add to the uncertainty about
whether Fannie or Freddie will stay active in the multifamily
space over the medium to long term," the Journal says.

So far, the Journal continues, various proposals that address how
to revamp Fannie and Freddie haven't paid much attention to
multifamily lending, but industry leaders say they aren't
concerned.  While it would be a "very big blow" to the sector if
Fannie or Freddie were forced to sharply curtail their multifamily
lending, "that's just not in the cards," the Journal quotes
Richard Campo, chief executive of Camden Properties Trust, an
apartment company with some 62,000 units, as saying.  "The idea
that the government is going to do something negative to
affordable housing in this interim period . . . seems pretty far
fetched."

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                         About Fannie Mae

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FREEDOM COMMUNICATIONS: Dec. 11 Deadline to File Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directs
that all entities who have a claim or potential claim against
Freedom Communications Holdings, Inc., or any of its debtor-
affiliates that arose prior to the filing of the Chapter 11
petitions on September 1, 2009, no matter how remote or contingent
such claim may be, must file a proof of claim by mailing or
delivering an original proof of claim to Logan & Company, Inc., so
that it is actually received on or before 4:00 p.m. Eastern Time,
on December 11, 2009.  Proofs of claim sent by facsimile,
telecopy, or other electronic means will not be accepted.  A proof
of claim form may be obtained at http://www.loganandco.com/or by
calling (973) 509-3190.

                   About Freedom Communications

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

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

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


FREEDOM COMMUNICATIONS: U.S. Trustee Balks at CFO Bonus Plan
------------------------------------------------------------
According to Law360, the acting U.S. trustee overseeing the
Freedom Communications Holdings Inc.'s Chapter 11 case is
objecting to the Debtor's attempt to amend the bonus terms for its
chief financial officer, saying the proposal is an improper
retention bonus in disguise.

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

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

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


FREMONT GENERAL: Three Competing Plans Going Out for Vote
---------------------------------------------------------
The Bankruptcy Court has approved the disclosure statements to
three competing plans for Fremont General Corp.  As a result the
three plans will be sent to creditors and will vie for approval
from the bankruptcy judge at a Jan. 8 confirmation hearing.

Investor group New World Acquisition LLC submitted a Chapter 11
plan.  The New World Plan provides the reorganized Debtor with
additional liquidity by way of:

   (i) a $6.8 million equity investment (with the shares priced
       at the 90 day average prior to the disclosure statement
       hearing on the New World Plan); and

  (ii) exit financing of $20 million for operations, general
       corporate purposes and reserves for making the
       distributions required by the Plan and to the holders
       of post-effective date merger claims.

In addition, under the New World Plan, operations of the
reorganized Debtor will be under the supervision of a
representative and experienced board that will maximize the value
of the operations for the benefit of the creditors, holders of
post-effective date merger claims and equity interests and observe
all good corporate governance practices.

A copy of the revised plan and disclosure statement is available
for free at:

  http://bankrupt.com/misc/Fremont_NewWorld_DS_Nov06.pdf
  http://bankrupt.com/misc/Fremont_NewWorld_Plan_Nov06.pdf

The Official Committee of Equity Holders already has filed its own
plan for Fremont.  In July, the Equity Committee filed a proposed
Chapter 11 plan for the Company.  The Plan promises to pay all
creditors in full with interest, unless they elect to give up
interest in return for quicker payment.  Debt includes $63 million
in unsecured claims plus almost $274 million to holders of debt
securities.  The shareholders' plan would be financed with $27.9
million in cash that Fremont has on hand plus cash held in a
nonbankrupt subsidiary.  After the plan becomes effective, the
shareholders say Fremont will have $90 million available.  The
equity holders intend to buy banks and use Fremont's tax loss
carryforwards.

A copy of the Equity Committee's disclosure statement, as revised
September 30, is available for free at:

  http://bankrupt.com/misc/Fremont_EquityCommittee_DS_Sept30.pdf

A third plan is from the Official Committee of Unsecured
Creditors.  In July, the Creditors Committee also presented its
own plan for Fremont.  Under its Plan, holders of class 3 general
unsecured claims are afforded the option of waiving their right to
postpetition interest in exchange for payment in full of the
amount owing to the holders on or before October 31, 2009, so long
as sufficient cash is then available to make such payment.
Holders of interests in the Debtor will retain those interests in
the form of equity trust interests in an Equity Trust established
under the Plan.

A copy of the Creditors Committee's disclosure statement, as
revised September 30, is available for free at:

  http://bankrupt.com/misc/Fremont_CredCommittee_DS_Sept30.pdf

                     About Fremont General

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


GAINEY CORP: Court Approves Sale to Wayzata for $77.8 Million
-------------------------------------------------------------
The Bankruptcy Court has approved the sale of Gainey Corporation
to Wayzata Capital for $77.8 million, reports Tony Tagliavia at
Woodtv.com.  Mr. Tagliava relates Wayzata made the highest offer
for the company's assets.  Najafi Companies filed a lower bid at
$68 million, he adds.  As stalking horse bidder, Najafi will
receive a "break up" fee of $1.3 million.

                         About Gainey Corp.

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

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

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


GAYLORD ACED: Financial Dispute Cues Chapter 11 Filing
------------------------------------------------------
Michael Jones, staff writer at Gaylord HeraldTimes.com, relates
that Gaylord Aced Hardware, and Gaylord Feed & Grain filed for
bankruptcy in Federal Bankruptcy Court.

Mr. Jones says that the filing stems from an ongoing financial
dispute between the two stores and MBank, which had filed a civil
suit in 46th Circuit Court last month alleging the businesses owed
the bank around $672,000 on five different bank notes, which had
either come due or the bank had not received a monthly loan
payment on since June.

Alyson Oliver represents the companies, Mr. Jones notes.

Based in Gaylord, Michigan, Gaylord Aced Hardware --
http://www.gaylordhardware.com/-- operates a hardware store


GENERAL MOTORS: Noteholders Want Bar Date Order Modified
--------------------------------------------------------
Aurelius Capital Management, LP; Drawbridge Special Opportunities
Advisors, LLC; Fortress Credit Opportunities Advisors LLC;
Appaloosa Management L.P.; Elliot Associates, LP; Perry Partners,
L.P.; and Perry Partners International, Inc., holders of the
BP350,000,000, 8.375% Guaranteed Notes due December 7, 2015, and
the BP250,000,000 8.875% Guaranteed Notes due July 10, 2023,
issued by General Motors Nova Scotia Finance Company and
guaranteed by Motors Liquidation Company formerly known as General
Motors Corporation, assert a valid guarantee claim against the
Debtor.

Specifically, the Noteholders say they have a $615,903,887
Guarantee Claim related to the 2015 Notes and a $456,653,644
Guarantee Claim related to the 2023 Notes.  The Noteholders add
that the Guarantee Claim for each series of Notes may include
certain unliquidated amounts for fees, interest, charges and other
amounts owing under a fiscal and paying agency agreement entered
among GM Nova Scotia, the Debtor, Deutsche Bank Luxembourg S.A.,
as fiscal agent, and Banque General du Luxembourg S.A., as paying
agent.

Allen G. Kadish, Esq., at Greenberg Traurig, LLP, in New York,
explains that pursuant to a Lock-Up Agreement between the Debtors
and GM Nova Scotia, the Debtor agreed that the Noteholders would
be entitled to a valid and enforceable, allowed, general unsecured
claim in the Debtors' Chapter 11 cases for the Guarantee Claim.
However, the Debtors' schedules of assets and liabilities instead
show the Guarantee Claim as contingent and unliquidated, he points
out.  He asserts that given the structure of the Notes, there is
no indenture trustee or similar fiduciary to file the proofs of
claim with respect to the Guarantee Claim.

By this motion, the Noteholders ask the Court to:

(i) modify the Bar Date Order to provide that no proof of claim
     need be filed by any Noteholders pursuant to the Bar Date
     Order to assert and recover on the Guarantee Claim related
     to the two series of Notes; or

(ii) deem this Motion to Modify as a proof of claim with regard
     to the Guarantee Claim of all Noteholders related to each
     of the two series of Notes.

Mr. Kadish asserts that absent Court approval of the Motion to
Modify, the Noteholders will be required to file individual
claims, which requirement would be inefficient, and would leave
open the possibility of inconsistent and duplicate claims being
filed by the Noteholders.  Moreover, the uncertainty around which
holders of Notes have actually filed proofs of claim and which
have not, may negatively impact the trading of the Notes, he
points out.

                       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).


GENERAL MOTORS: Proposes to Assume & Assign Equipment Leases
------------------------------------------------------------
Motors Liquidation Co. and its units seek the Court's authority to
assume and assign five unexpired leveraged leases of equipment and
related executory contracts to General Motors LLC formerly known
General Motors
Company:

                      Lessee Lease Documents           Cure
    Lease No.                Assumed                 Amount
    ---------         ----------------------         ------
    GM 1991A-3        Participant Agreement,    $21,504,025
                      Lease, Tax Indemnity
                      Agreement, Pass Through
                      Trust Agreement 1991A-1,
                      Pass Through Trust
                      Agreement 1991A-2, Purchase
                      Option Agency Agreement
                      and County Lease Rights
                      Assignment

    GM 2000A-1        Participation Agreement,   $2,154,802
                      Lease, Tax Indemnity
                      Agreement, and Pass Through
                      Trust Agreement

    GM 2001A-3        Participation Agreement,     $226,752
                      Lease, and Tax Indemnity
                      Agreement

    GM 2001A-4        Participation Agreement,     $161,422
                      Lease, and Tax Indemnity
                      Agreement

    GM 2001A-5        Participation Agreement,   $3,570,510
                      Lease, and Tax Indemnity
                      Agreement

In addition, the Debtors seek the Court's permission to assume and
assign two unexpired single investor leases of equipment and
related executory contracts to GM LLC:

                      Lessee Lease Documents           Cure
    Lease No.                Assumed                 Amount
    ---------         ----------------------         ------
    GM 2002A-1        Participation Agreement,      $59,788
                      Lease, and Tax Indemnity
                      Agreement

    GM 2002A-2        Participation Agreement,      $73,844
                      Lease, and Tax Indemnity
                      Agreement


The Debtors say that they no longer manufacture automobiles and
thus have no use for the Equipment or business justification to
continue to perform under the Lessee Lease Documents.

                    GECC & U.S. Bank Respond

Pursuant to GM 2001A-4 Lease, GE Capital Corporation, as owner
participant, and U.S. Bank National Association and U.S. Bank
Trust National Association, as owner trustee, do not oppose to the
assumption of the GM 2001A-4 Lease pursuant to documentation
acceptable to GECC and U.S. Bank and the payment of the cure
amounts with respect to 2001A-4 Lease and additional cure amounts.

However, GECC and U.S. Bank tell the Court have they not received
an unequivocal commitment from the Debtors that they will complete
the assumption of the GM 2001A-4 Lease contemporaneously with the
assumption of the GM 2001A-3 Lease.  Since the GM 2001A-3 Lease
and the GM 2001A-4 Lease each concern an undivided interest in the
same property, this contemporaneous assumption is necessary and
appropriate, GECC and U.S. Bank assert.

Thus, GECC and U.S. Bank ask the Court to be afforded an
opportunity to appear and be heard to the extent the Debtors or
General Motors LLC seek to modify the Assumption Motion to allow
the Debtors to assume and assign the GM 2001A-3 Lease without a
substantially contemporaneous assumption of the GM 2001A-4 Lease.

                       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).


GENERAL MOTORS: Proposes to Reject Two Property Leases
------------------------------------------------------
Motors Liquidation Co. and its units seek the Court's authority to
reject two personal property "lease" agreements and related
agreements, nunc pro tunc to October 30, 2009:

                                             Remaining Principal
   Lease Number    Equipment                 Balance under Lease
   ------------    ---------                 -------------------
   2000 A-2        Six stamping presses           $86.7 million
                   located at Wentzville,
                   Missouri; Pontiac,
                   Michigan; Mansfield,
                   Ohio; and Parma, Ohio

   2000 A-3        Two stamping presses             $44 million
                   located in Pontiac,
                   Michigan and Grand Rapids,
                   Michigan

Agreements to be rejected under GM 2000A-2 and GM 200A-3 Leases
are two participation agreements, two lease agreements, as
supplemented, and two tax indemnity agreements.

Should the Agreements be later determined to be secured financing
arrangements and not true leases, the Debtors seek the Court's
authority to abandon the personal property subject to the
Agreements, nunc pro tunc to October 30, 2009.  The Debtors
further ask the Court to lift the automatic stay to allow the
applicable parties' prompt removal of the equipment.

The Debtors also seek the Court's authority to reject 14 personal
property agreements entered with these parties, effective as of
December 31, 2009:

* General Foods Credit Investors No. 2 Corporation

* State Street Bank and Trust Company of Connecticut, National
   Association

* Wells Fargo Bank Northwest, National Association

* Various Note Purchasers regarding GM 2001A-1, GM 2001A-2 and
   GM 2001A-6 Transactions

* General Electric Capital Corporation

Contracts to be rejected are eight participation agreement, two
tax indemnity agreements, two lease agreements, and two lease
supplements.

If the Agreements are later determined to be secured financing
arrangements and not true leases, the Debtors seek the Court's
authority to abandon the personal property subject to the
Agreements effective December 31, 2009.  The Debtors also ask the
Court to lift the automatic stay to allow the contract parties to
promptly remove the Assembly Line.

The Debtors further seek the Court's authority to reject 10
executory contracts with these parties, effective as of
November 30, 2009:

* Renover Shreveport, LLC
* Toyota Motor Corporation
* Toyota Motor Corporation and TABC, Inc.
* Toyota Motor Corporation and Toyota Sales of USA, Inc.
* Fountain Lakes I, LLC
* M-Tech Associates, LLC

To be rejected are two product responsibility agreements, two
agreements on manufacture of Toyota-specific vehicles, landfill
gas purchase contract, agreement for dispatch of technical service
instructor, memorandum of understanding regarding pricing and
production, and agreement for allocation of NUMMI Production
between GM and Toyota Motor Corporation.  Two lease agreements and
their related agreements will also be rejected.

Moreover, with respect to the Lease with M-Tech Associates, LLC,
the Debtors seek the Court's authority to reject the Lease
effective as of October 31, 2009.  The Debtors vacated and
surrendered the premises leased from M-Tech prior to
October 31, 2009, and provided advance notice to counsel for M-
Tech of the Debtors' intention to vacate and rejection of the
Lease as of October 31, 2009.

                     Wachovia Financial Responds

Wachovia Financial Services, Inc., as lessor under the 2002 A-2
Lease, does not object to the proposed rejection of the Agreements
or the abandonment of the Equipment.  However, Wachovia objects to
any rejection or abandonment becoming effective as of October 30,
2009, or as of any date prior to the date the Court enters an
order authorizing the rejection of the Agreements or abandonment
of the Equipment.  Wachovia also asks the Court to establish a bar
date for filing claims arising from the proposed rejection of the
Agreements.

                             *     *     *

The Court authorized the Debtors' rejection of (i) 29 mobile
equipment lease agreements, (ii) two indemnification agreements,
(iii) a sales agreement, (iv) a restated memorandum of lease,
(v) two master lease agreements, and (vi) six sublease agreements.
A schedule of the contracts subject to the 8th Omnibus Rejection
Order is available for free at:

     http://bankrupt.com/misc/GM_8thOmnibusRejectionORD.pdf

Prior to entry of the 8th Omnibus Rejection Order, BMW Hybrid
Technology Corp.; KinderCare Learning Centers, Inc., now known as
Knowledge Learning Corporation; and Linden Development Company LLC
objected to the rejection of their applicable contracts entered
with the Debtors.  Thus, the Court adjourned consideration of the
8th Rejection Motion with respect to these parties' objections to
a future hearing date to be agreed to by the Debtors and
counterparties.

                   Contract Stipulations

The Debtors, General Electric Capital Corporation, Philip Morris
Capital Corporation, and Wells Fargo Bank Northwest, National
Association, as indenture trustee under a leveraged lease
transaction known as GM 2001A-6, agreed to further adjourn the
hearing to consider the Debtors' proposed rejection of personal
property leases with respect to the GM 2001A Agreement to
November 24, 2009.  The parties further agree that if the
Rejection Motion is granted with respect to the GM 2001 A-6
Agreement on or before conclusion of the November 14, 2009
Hearing, the rejection will be nunc pro tunc to July 31, 2009.
All parties-in-interest will be deemed to have waived all claims
for adequate protection and administrative rent for the period
after July 31, 2009, through the time the Rejection Motion is
granted.

The Parties also agreed that with respect to the dismantling or
storage of the portion of the assembly line equipment covered by
the 2001 A-1 Agreement and the 2001 A-2 Agreement pursuant to an
order authorizing rejection of GM 2001A-1 and GM 2001A-2, the
Debtors and General Motors Company will waive any claims to
compensation or reimbursement of expenses incurred or storage
charges for the period July 31, 2009, through November 12, 2009.
Moreover, GECC and Wells Fargo will waive any claims to
administrative rent arising from the Debtors' or GM's use or
possession of the Equipment for the period July 31, 2009, through
November 24, 2009.

Wells Fargo agreed to toll the running of, and extend the
expiration dates of, the 180-day periods set forth in the Trust
Indenture and Security Agreements with respect to the 2000
Leveraged Lease Transactions and the 2001 Leveraged Lease
Transactions through and including December 9, 2009.  GECC and
Phillip Morris, as owner participants, agreed to toll the running
of, and extend the expiration dates of, the 180-day periods set
forth in the Indentures with respect to 2000 Leveraged Lease
Transactions and the 2001 Leveraged Lease Transactions through
December 9, 2009.

The Parties further agreed that GM will have no obligation under
the Rejection Order to continue dismantling and storage activities
with respect of the Equipment; provided that if GM elects to
continue dismantling and storage activities with respect to the
Equipment, GM will not be entitled to compensation or
reimbursement of expenses incurred or storage charges for the
period August 1, 2009 through November 24, 2009.

In a Court-approved stipulation, the Debtors, General Motors
Company, and Karmann U.S.A., Inc. agree that the outstanding
production contracts related to the to the manufacture and
assembly of convertible tops for Pontiac brand vehicles under the
GMX381 Program are deemed rejected, nunc pro tunc to August 3,
2009.  A schedule of the Production Contracts for rejection is
available for free at:

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

Any claim that may arise from the rejection of the Production
Contracts is preserved, and may be asserted by Karmann against the
Debtors.

Moreover, the Debtors will assume and assign contracts for tooling
to New GM, subject to New GM's payment of $505,730 as agreed cure
amount for the Tooling Contracts.  A schedule of the Tooling
Contracts for assumption is available for free at:

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

The Debtors will also assume and assign contracts for service
parts to New GM with $0 as cure amount, a schedule of which is
available for free at:

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

In this light, Karmann will have no claims against New GM under
the Tooling and Service Contracts.

In a letter addressed to the Court, Ignasio Spina, a shareholder,
urged the Court to direct fair distribution of all available funds
to shareholders and creditors as the best way to administer the
Debtors' bankruptcy cases.

Seventeen parties withdrew their contract assumption objections.

                       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).


GENERAL MOTORS: Opel Plan Hinges on EU Countries' Support
---------------------------------------------------------
Dow Jones Newswires' Jonathan Buck reports Nick Reilly, president
of General Motors Co.'s international operations, said Tuesday the
restructuring plan for GM's Opel/Vauxhall unit could still hinge
on aid commitments from European governments.  According to Dow
Jones, Mr. Reilly said there was no "bidding war" between European
countries looking to preserve local auto jobs with financial
support -- but "if a country refuses to participate [in the
funding], it could influence the plan somewhat."

Dow Jones notes GM is seeking to advance a new EUR3.3 billion
($4.94 billion) turnaround plan for the European operation in two
to three weeks, and wants aid to supplement further investment of
its own.  GM had nixed a plan to sell a majority stake in Opel to
Canadian parts maker Magna International Inc. and OAO Sberbank in
a pact tied to EUR4.5 billion in assistance from Germany and other
states -- the U.K., Spain and Poland -- with Opel/Vauxhall plants.

Dow Jones says the new proposal builds on Magna's turnaround plan
for the unprofitable unit and earmarks about EUR1 billion for job
and production cuts.

Mr. Reilly, who will oversee Opel temporarily during a search for
a new chief executive, said GM plans to cut European capacity by
20% to 25%, with the loss of as many as 10,000 jobs, according to
the report.  However, after originally proposing to close three
plants, the final number remains unclear. "It could involve
closing a plant," Mr. Reilly said, according to Dow Jones.  He
added that GM is looking to shed volume equivalent to the output
of three plants.

GM received a positive response from the U.K. on Tuesday to an
approach for funding, Mr. Buck reports.  Mr. Buck relates Mr.
Reilly said he hopes that all European countries with
Opel/Vauxhall operations would contribute to the financing
package.

U.K. Business Secretary Peter Mandelson, in a statement after a
meeting with Mr. Reilly Tuesday, said GM's restructuring plan
represented "a solid commitment" to the Vauxhall plants, Dow Jones
says.  "GM will be looking for financial support and the U.K. is
prepared to underwrite it," Mr. Mandelson said, Dow Jones adds.

According to Down Jones, German funding isn't certain, but Mr.
Reilly said he had a good relationship with the German government
and added: "I would certainly hope that [it] would be part of the
funding package."  Mr. Reilly already has visited Germany, Belgium
and Poland.  He plans to visit Spain and return to Germany, Dow
Jones relates.

                       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).


GERI ANN NEWS & GIFTS: Case Summary & 1 Largest Unsecured Creditor
------------------------------------------------------------------
Debtor: Geri Ann News & Gifts Company
        1003 Easton Road - Suite C103
        Willow Grove, PA 19090

Bankruptcy Case No.: 09-18749

Chapter 11 Petition Date: November 17, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Douglas R. Lally, Esq.
                  766 Old York Road
                  Jenkintown, PA 19046
                  Tel: (215) 886-6350
                  Fax: (215) 754-4959
                  Email: drlally@hotmail.com

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

Estimated Debts: $0 to $50,000

The Debtor identified State of N.J., Department of Treasury with a
tax debt claim for $11,988 as its largest unsecured creditor. A
full-text copy of the Debtor's petition, including a list of its
largest unsecured creditor, is available for free at:

            http://bankrupt.com/misc/paeb09-18749.pdf

The petition was signed by Geriann Lane, president of the Company.


GILBERT BICKERS: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Gilbert L. Bickers
                 dba Rapid Plumbing, LLC
                 dba Miles Construction LLC
                 dba Stillwaters Independent Living, LLC
               Deborah C. Bickers
               291 S. Cleveland Rd.
               Lexington, KY 40515

Bankruptcy Case No.: 09-53643

Chapter 11 Petition Date: November 17, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Brian T. Canupp, Esq.
                  322 Main St
                  Paris, KY 40361
                  Tel: (859) 988-9658
                  Fax: (859) 988-9659
                  Email: Brian@canupplaw.com

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

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

According to the schedules, the Company has assets of $1,520,900,
and total debts of $1,487,615.

A full-text copy of the Debtors' petition, including a list of
their 17 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/kyeb09-53643.pdf

The petition was signed by the Joint Debtors.


GLOBAL CONTAINER: Sec. 341 Meeting Set for December 18
------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Global
Container Lines Limited's creditors on December 18, 2009, at 9:00
a.m. at Office of the United States Trustee, Long Island Federal
Courthouse, 560 Federal Plaza - Room 562, Central Islip, NY
11722-4437.

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.

Garden City, New York-based Global Container Lines Limited filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
E.D. N.Y. Case No. 09-78585).  C. Nathan Dee, Esq., and Matthew G.
Roseman, Esq., at Cullen & Dykman, LLP, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


GLOBAL CONTAINER: Seeks DIP Financing, Cash Collateral Access
-------------------------------------------------------------
Global Container Lines Ltd., et al., have sought permission from
the U.S. Bankruptcy Court for the Eastern District of New York to
enter into a $4,000,000 postpetition financing agreement (the DIP
Loan Agreement or Fifth Amendatory Agreement) with National Bank
of Pakistan (NBP or Lender) and to use up to $2,600,000 of cash
collateral to pay certain Maritime Line Holders.

On October 22, 2008, GCLS established its facility with NBP.  The
facility was secured by first preferred ship mortgages on M/V
Global Progress and the M/V Global Prosperity and a lien in GCL's
and its affiliate GCL Shipping Corp.'s (GCLS) United Nations
accounts receivable, and guaranteed by GCL and its debtor-
affiliates Shiptrade, Inc.; GLPG; and GLPP.  The amended facility
provided GCLS with a credit limit of $17,000,000 as:

      (i) Term Loan Facility to the extent of $12,000,000, used to
          purchase the M/V Global Progress and the M/V Global
          Prosperity;

     (ii) Revolving Facility to the extent of $5,000,000; and

    (iii) Stand-by Letter of Credit in the amount of $500,000 to
          guarantee payment GCL's and GCLS's performance
          obligations under certain United Nations contracts and
          as surety bond for United States Customs.

The Debtors are seeking for the emergency financing due to their
immediate need of liquidity to pay certain Maritime Lien Holders
to prevent the confiscation of two of the Debtors' vessels in the
port of Mombasa, Kenya.  The Debtors' need for immediate liquidity
to pay the Maritime Lien Holders suggested that NBP, who is
familiar with the Debtors' businesses, would be the logical source
of financing.

Without postpetition financing, the Debtors also lack sufficient
working capital to operate their businesses in the ordinary course
of business.

The $4,000,000 DIP financing will be made available in up to three
advances.  A copy of the Fifth Amendatory Agreement is available
for free at:

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

The Debtors also intend to use their lenders' cash collateral.

The Debtors will grant the Lender continuing, valid, binding,
enforceable and perfected postpetition security interests and
replacement liens in and on the Collateral.

The Adequate Protection Liens will be subordinate to the Post-
Petition Liens and will be subject to the Carve Out Expenses, but
will be first priority, perfected and superior to any other
security interest in, lien on or claim against the Collateral.
the Adequate Protection Liens won't be made subject to or pari
passu with any lien or security interest by any court order and
will be valid and enforeceable against any trustee appointed in
the Debtors' cases.   The Lender will also be granted a
superpriority claim with priority over all administrative expense
claims and unsecured claims against the Debtors.  The Adequate
Protection Superpriority Claim will be subordinate to the
Superpriority Claim, will be subject to the Carve Out Expense and
won't extend to Avoidance Recoveries.

Upon the occurrence of an Event of Default, the Prepetition Liens,
the Postpetition Liens, the Superpriority Claim and the Adequate
Protection Superpriority Claim will be senior and subject to the
right of payment of these expenses (Carve Out Expenses):

     a. statutory fees payable to the U.S. Trustee;

     b. fees payable to the Clerk of the Court; and

     c. unpaid and outstanding reasonable fees and expenses
        incurred on or after the Petition Date.

A copy of the Debtors' one-month budget is available for free at:

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

Garden City, New York-based Global Container Lines Limited filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
E.D. N.Y. Case No. 09-78585).  C. Nathan Dee, Esq., and Matthew G.
Roseman, Esq., at Cullen & Dykman, LLP, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


GLOBAL POWER: Judge Shannon Examines French Document Discovery
--------------------------------------------------------------
WestLaw reports that pursuant to the comity analysis, federal
procedural rules, rather than the Hague Evidence Convention,
governed discovery in a claims objection matter in a Chapter 11
case as to the documents and witness testimony in the possession
of the Dutch claimant's agent in France.  The documents and
depositions sought were central to the dispute, which concerned a
claim for damages allegedly owed under an agreement between the
debtor and the claimant for which the French agent served as the
agent in charge.  In addition, the requests were specific, and the
documents sought were created in the Netherlands or in France and
were subject to the claimant's control.  No efficient alternate
means of obtaining the information sought was available, moreover,
and the United States had a substantial interest in the orderly
administration of the case, whereas the French interest in the
case was particularly attenuated. Finally, the claimant's hardship
from complying with the discovery requests was minimal, given the
unlikelihood of a prosecution under the French blocking statute.
In re Global Power Equipment Group Inc., --- B.R. ----, 2009 WL
3464212 (Bankr. D. Del.) (Shannon, J.).

                    About Global Power

Based in Oklahoma, Global Power Equipment Group Inc. (Pink
Sheets: GEGQQ) -- http://www.globalpower.com/-- is a design,
engineering and manufacturing firm providing an array of
equipment and services to the energy, power infrastructure and
process industries.

The company has facilities in Plymouth, Minnesota; Tulsa,
Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey,
Mexico; Shanghai, China; Nanjing, China; and Heerleen, The
Netherlands.

Global Power filed for Chapter 11 on Sept. 28, 2006 (Bankr. D.
Del. Case No. 06-11045).  It emerged from bankruptcy January 2008.
Attorneys at White & Case LLP represented the Debtor.

                       *     *     *

As reported in the Troubled Company Reporter-Latin America on
February 26, 2008, Moody's Investors Service assigned a Ba2 first
time rating to Global Power Equipment Group Inc.'s US$60 million
senior secured revolving credit facility, a B3 rating to the
company's US$90 million term loan, and a B2 Corporate Family
Rating.  The rating outlook is stable.


GLOBAL SAFETY: ITG Balks at Plan; Confirmation Hearing Adjourned
----------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Wilbur Ross'
International Textile Group Inc. filed an objection to
confirmation of the reorganization plan for its wholly owned
subsidiary Global Safety Textiles Holdings LLC, a manufacturer of
fabrics for auto air bags.

ITG, the report relates, contends the Plan can't be confirmed for
lack of a transition services agreement with ITG.  The parent
traditionally provided human resources, purchasing, legal,
information technology, finance and administrative services for
the subsidiary.

Although ITG and Global were negotiating an agreement, none was
reached in advance of the confirmation hearing that was set for
Nov. 16.  The hearing, where the bankruptcy judge will consider
approving the plan, was adjourned to Nov. 30.

ITG also objects to how unsecured creditors with claims for less
than $15,000 will be paid in full.  The parent contends the plan
unfairly discriminates against other unsecured creditors,
such as itself, who have larger unsecured claims.  Except for
those who reduce their claims to $15,000, other unsecured
creditors with $121.8 million in claims are to receive nothing.

Secured creditors owed $189.4 million are slated for a 58%
recovery by taking all of the new stock plus a $70 million first-
lien loan and a $30 million second-lien credit.  The secured
creditors have the option of having up to 15 percent of the new
stock auctioned off.

                   About Global Safety Textiles

Greensboro, North Carolina-based Global Safety Textiles Holdings
LLC is a manufacturer of fabrics for auto air bags wholly owned by
Wilbur Ross's International Textile Group Inc.  The Company has
operations in three states in the U.S. and in five other
countries.  There are 217 employees in the U.S. and 3,000 abroad.

Global Safety filed for Ch. 11 on June 30, 2009 (Bankr. D. Del.
Case No. 09-12234).  Foreign based affiliates GST ASCI Holdings
Mexico, Inc., GST ASCI Holdings Asia Pacific, GST ASCI Holdings
Europe II LLC, Global Safety Textiles Acquisition GmbH, GST
Widefabric International GmbH, and GST ASCI Holdings Europe, Inc.,
were included in the Chapter 11 filing.

Michael C. Shepherd, Esq., at White & Case LLP, serves as the
Debtors' bankruptcy counsel.  Attorneys at Fox Rothschild LLP
serves as co-counsel.  EPIQ Bankruptcy Systems is claims agent.
The petition says Global Safety's assets and debts are between
US$100 million to US$500 million.


GOTTSCHALKS INC: To File Liquidating Plan in Two Weeks
------------------------------------------------------
Gottschalks Inc. asks the U.S. Bankruptcy Court for the District
of Delaware to extend until February 19, its exclusive period to
file a Chapter 11 plan, and through April 16, its exclusive period
to solicit acceptances of that Plan.

Gottschalks said it has made significant progress toward winding
down the estate. The Debtor has closed each of its more than 60
stores, liquidated its inventory, furniture, fixtures and
equipment, rejected, terminated or assumed and assigned each of
its leases, and is liquidating its remaining real property assets.

The Debtor said it anticipates filing the Plan and Disclosure
Statement within the next two weeks, and will promptly seek
related hearings.  The Debtor said it is simply seeking an
extension "out of an abundance of caution."

                       About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts.


GREENSHIFT CORP: Delays Filing of September 30 Quarterly Report
---------------------------------------------------------------
GreenShift Corporation said it is unable to file its Quarterly
Report on Form 10-Q for the period ended September 30, 2009,
within the required time because there was a delay in completing
the adjustments necessary to close its books for the quarter.

GreenShift develops and commercializes clean technologies that
facilitate the efficient use of natural resources.  It owns four
corn oil extraction facilities located in Oshkosh, Wisconsin;
Medina, New York; Marion, Indiana; and Riga, Michigan.  It has
also installed one facility in Albion, Michigan under a modified
version of its market offering where clients paid the Company to
build the extraction facility.

As of June 30, 2009, the Company had $20,799,615 in total assets
and $73,835,046 in total liabilities, resulting in $53,035,432 in
stockholders' deficit.

GreenShift said management intends to raise capital from debt and
equity transactions to fund operations, to increase revenue and to
cut expenses to reduce the loss from operations.  There can be no
assurances that the Company will be able to eliminate both its
working capital deficit and its operating losses.


GUFFEY FAMILY: Has $250,000 Offer for 96-Acre Irwin, Pa., Parcel
----------------------------------------------------------------
Subject to any higher and better offers, Guffey Family Limited
Partnership will ask the Honorable Judith K. Fitzgerald to approve
the sale of a 96-acre parcel of Real Property located at 14179
Lincoln Way in Irwin, Pa., situate partly in the Township of North
Huntingdon, County of Westmoreland and Commonwealth of
Pennsylvania and partly in the Borough of White Oak, formerly
Township of Versailles, County of Allegheny and Commonwealth of
Pennsylvania, known as Westmoreland County Tax Parcel I.D. #54-06-
00-0-006, to KMS Property Acquisition Co., for $250,000, on an
"as-is where-is" basis, at a 9:15 a.m. hearing in Pittsburgh on
Nov. 18, 2009.

Guffey Family Limited Partnership sought Chapter 11 protection
(Bankr. W.D. Pa. Case No. 09-22696) on April 15, 2009, is
represented by Robert O. Lampl, Esq., in Phttsburgh, and estimated
assets and liabilities of less than $1,000,000 at the time of the
filing.


HACKETT'S STORES: To File for Chapter 11; In Talks with Creditors
-----------------------------------------------------------------
"While Hackett's management wrestled with the decision of whether
or not to seek the protections afforded to it by our bankruptcy
laws, it became clearer over the past several weeks that
Chapter 11 would be the cleanest and quickest path to
repositioning Patrick Hackett Hardware Company in the marketplace
and distancing itself from the devastating blow that Wells Fargo
dealt it by forcing the repayment of $5.5 million over a six month
period," Herbert Becker, chief executive officer of Hackett's
Stores, Inc. and subsidiary, Patrick Hackett Hardware Company,
said in a statement to shareholders.

He added that while most of Hackett's vendors and creditors
realized and appreciated the difficulty these actions placed upon
Hackett's, certain others had unrealistic expectations on the
timing of the repayment debts owed.  "While Hackett's and its
parent company, Seaway Valley Capital Corporation, had already
successfully negotiated settlement agreements with numerous
vendors, negotiations with each and every vendor and creditor,
which number in the hundreds, was simply unrealistic."

Management feels that this period will provide our subsidiary,
Patrick Hackett Hardware Company, with a window to restructure its
debts, streamline its costs, and position itself for eventual
emergence from Chapter 11 while spending the majority of its time
and efforts focused on operations and rebuilding the company.

While management works towards emergence, the Company will
continue to look towards the future. Management has already begun:

  -- The reopening of the original Canton store;

  -- New merchandise for the Christmas season throughout the
     chain;

  -- The continued development of the website;

  -- Increased focus on customer service.

Based in New York, Patrick Hacketts Hardware Co. --
http://www.hackettsonline.com/-- operates department stores.


HAWKER BEECHCRAFT: S&P Assigns 'CCC+' Rating on $200 Mil. Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to Hawker Beechcraft Acquisition Co. LLC's proposed
$200 million incremental term loan, the same as the corporate
credit rating on parent Hawker Beechcraft Inc., and a '4' recovery
rating, which indicates S&P's expectation of average (30%-50%)
recovery in a payment default scenario.

In addition, S&P affirmed its 'CCC+' corporate credit rating on
Wichita, Kansas-based Hawker Beechcraft.  The company has about
$2.15 billion of debt.

S&P also lowered its issue-level rating on HBAC's existing senior
secured credit facilities to 'CCC+' from 'B-', the same as the
corporate credit rating on Hawker Beechcraft.  S&P lowered the
recovery rating on this debt to '4' from '2', indicating its
expectation of average (30%-50%) recovery in a payment default
scenario.

At the same time, S&P affirmed its 'CCC-' issue-level rating on
HBAC's senior unsecured and subordinated notes, two notches below
the corporate credit rating on Hawker Beechcraft.  The recovery
rating on the senior unsecured and subordinated debt remains at
'6', indicating S&P's expectation of negligible (0%-10%) recovery
in a payment default scenario.

The outlook is negative.  S&P could lower the ratings if the
market for business jets deteriorates further, leading to reduced
earnings, cash generation, and liquidity, resulting in cash on
hand and revolver availability falling below $200 million.
"Because the revolving credit facility is fully drawn, a further
decline in demand for Hawker Beechcraft aircraft, lower customer
advances from fewer orders, and an inability to fully adjust
production rates and other costs could reduce the liquidity
cushion from cash balances and proceeds from the incremental term
loan," said Standard & Poor's credit analyst Roman Szuper.  "We
are unlikely to revise the outlook to stable in the near term,
considering the difficult industry conditions and pressures on the
company's very weak credit protection measures," he continued.


JACO FOODS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: JACO Foods, Inc.
        111 Maxwell Lane
        P.O. Box 8999
        Columbus, MS 39701

Case No.: 09-16017

Chapter 11 Petition Date: November 16, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Email: cmgeno@harrisgeno.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
creditors when it filed its petition.


KAREN FELESIA PONTES: Case Summary & 18 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Karen Felesia Pontes
          dba Karen Felecia Pontes
          dba Felecia Pontes
          dba Felesia Pontes
          dba Karen Felesia Smith
          dba Felesia Smith
          dba Felecia Smith
        64 Meadows Lane
        Rainsville, AL 35986

Bankruptcy Case No.: 09-43435

Chapter 11 Petition Date: November 17, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Anniston)

Debtor's Counsel: Stacy Lynn Upton, Esq.
                  Law Offices of Harry P. Long, LLC
                  P.O. Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266
                  Fax: (256) 237-3268
                  Email: suptonlegal@aol.com

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

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

A full-text copy of Ms. Pontes' petition, including a list of her
18 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/alnb09-43435.pdf

The petition was signed by Ms. Pontes.


LANDRY'S RESTAURANT: Moody's Puts 'B3' Rating on $390 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Landry's
Restaurant, Inc.'s proposed $390 million senior secured notes due
2015 and placed the ratings on review for possible downgrade.
Proceeds from the proposed new note offering will be used to
refinance existing debt and for general corporate purposes.  All
of Landry's long-term ratings remain on review for possible
downgrade.  Landry's SGL-3 Speculative Grade Liquidity rating
remains unchanged.

Rating assigned and placed on review for possible downgrade:

  -- $390 million senior secured notes due 2015 at B3 (LGD4, 64%)

Ratings remaining on review for possible downgrade:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $75 million (increased from $50 million) senior secured
     revolving credit facility at Ba2 (LGD2, 13%)

  -- $160 million senior secured term loan at Ba2 (LGD2, 13%)

  -- $295 million senior secured notes due 2011 at B3 (LGD4, 64%)

"The review for possible downgrade reflects Moody's view that the
pending proposal by Landry's to take the company private -- along
with management's history of aggressive financial policies --
could result in a weakening of the company's credit profile,"
stated Bill Fahy, Moody's Senior Analyst.

Moody's review will focus on the impact that a potential leveraged
buyout -- if ultimately consummated -- could have on debt
protection metrics, liquidity, and the overall risk profile of
Landry's.  In addition, the review will consider the company's
operating trends which remain exposed to further deterioration in
consumer spending and increased competition.

Landry's SGL-3 Speculative Grade Liquidity rating indicates
adequate liquidity.  Despite lower commodity costs and the
company's expense management efforts, Moody's expects that
increased competitive pressures and weak economic conditions will
result in breakeven to slightly negative free cash flow from
operations over the next 12-month period.  The cushion under the
company's bank covenants could weaken and may require the company
to seek an amendment from its bank lenders as operating
performance continues to be pressured by weak consumer demand.

Moody's last rating action for Landry's occurred on September 10,
2009, when Moody's placed the company's ratings -- B2 Corporate
Family and Probability of Default ratings -- on review for
possible downgrade.

Landry's Restaurants, Inc. owns and operates mostly casual dining
restaurants under the trade names Landry's Seafood House, Chart
House, The Crab House, Saltgrass Steak House, and Rainforest Cafe.
Landry's also owns and operates the Golden Nugget hotel and casino
in Las Vegas, Nevada.  Annual revenue is approximately
$900 million.


LANDRY'S RESTAURANTS: S&P Retains Negative Watch on 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating on Houston, Texas-based Landry's Restaurants Inc.,
along with all related issue-level ratings, remains on CreditWatch
with negative implications.  The ratings were initially placed on
CreditWatch Sept. 9, 2009, after the company announced that it
would explore strategic alternatives, including a possible sale of
the company in a "go private" transaction.

On Nov. 3, 2009, Landry's announced that it entered into a
definitive merger agreement with an entity owned by Tilman
Fertitta, the CEO and majority shareholder of the company.
Subsequently, the company announced that it intends to refinance
its outstanding debt with $550 million of newly issued debt that
would enable Fertitta to consummate a transaction to take the
company private.

If the company successfully refinances and shareholders approve
Fertitta's offer, S&P expects to affirm the 'B' corporate credit
rating with a stable outlook.

S&P also expect to rate Landry's proposed second-lien notes 'B'
(at the same level as the corporate credit rating on the company)
with a recovery rating of '4', indicating S&P's expectation of
average (30%-50%) recovery for noteholders in the event of payment
default.

S&P has made the following assumptions in arriving at the
previously mentioned expectations:

* First-lien senior secured debt will remain commensurate with
  current levels of $160 million.

* Landry's will issue $390 million of second-lien notes.

The company will use note proceeds to retire the principal and
accrued interest of its existing $295.5 million second-lien notes,
pay fees associated with the transaction, and help fund Fertitta's
offer.

The credit agreement and newly issued senior notes will limit the
company's ability to make significant investments, sell assets,
create liens, or incur additional debt.

The various debt agreements would significantly limit Landry's and
its restricted subsidiaries to make any additional investment in
Golden Nugget Inc. (CC/Negative/--).

S&P note that if any of these assumptions change materially, its
expected rating outcomes could change.

Landry's refinancing is not conditional upon shareholder's
approving Fertitta's offer, but the refinancing will enable
Fertitta to complete the "go private" transaction.  Recently,
through a 13-D filing with the SEC, Pershing Square Capital
Management L.P. disclosed that it has acquired 9.9% of the
outstanding common stock and that it does not intend to support
the offer.  Fertitta owns approximately 55.1% of the outstanding
stock, and a majority of the common stock not owned by Fertitta
must approve the offer.  Therefore, the PSCM stake represents
approximately 22% of the voting stock in this transaction.  If the
company completes the refinancing and shareholders do not accept
Fertitta's offer, S&P would need to understand what management's
financial policies will be and what it will do with the excess
cash from the debt issuance before resolving the CreditWatch
listing.  However, if the various debt agreements limit the
company's ability to incur additional debt and mitigate the
company's ability to increase overall financial risk,
shareholder's rejecting Fertitta's offer will not necessarily
change S&P's expected rating outcomes.

"The 'B' rating reflects Landry's competition in the highly
competitive restaurant industry and its highly leveraged capital
structure," said Standard & Poor's credit analyst Charles Pinson-
Rose.


LITTLE SILVER RETAIL: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Little Silver Retail LLC
        C/O Azga
        1500 Lawrence Ave
        Asbury Park, NJ 07712

Bankruptcy Case No.: 09-40968

Chapter 11 Petition Date: November 17, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Email: tneumann@bnfsbankruptcy.com

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

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

According to the schedules, the Company has assets of $1,051,865
and total debts of $779,970.

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

             http://bankrupt.com/misc/njb09-40968.pdf

The petition was signed by Solomon Dwek, member of the Company.


LL&E ROYALTY: Faces NYSE Suspension and Delisting
-------------------------------------------------
LL&E Royalty Trust has received a notice from NYSE Regulation,
Inc. stating that NYSE Regulation has determined that the Units of
Beneficial Interest in the Trust -- ticker symbol LRT -- should be
suspended prior to the opening on Friday, November 20, 2009.  The
Trust expects to be trading on the Pink Sheets under a symbol yet
to be determined that same day however, no assurance can be given
that this will occur.

The Trust has previously announced its receipt of prior notices
from the New York Stock Exchange regarding the anticipated
delisting.  NYSE Regulation stated that its decision was reached
in view of that fact that the Units had fallen below the NYSE
continued listing standard for average closing price of less than
$1.00 over a consecutive 30 trading day period and that the Trust
had failed to cure this non-compliance within the required
timeframe.

The Trust has a right to a review of this determination by a
Committee of the Board of Directors of NYSE Regulation.
Application to the SEC to delist the issue is pending the
completion of applicable procedures, including any appeal by the
Trust of the NYSE Regulation staff's decision; however, the Trust
does not intend to appeal the staff's decision.  The NYSE may, at
any time, suspend a security if it believes that continued
dealings in or listing of the security on the NYSE is not
advisable.

During 2006 and 2007 the Trust's net revenues were below the
minimum amounts required by the Trust's governing documents for
the continuation of the Trust.  Consequently, in accordance with
its governing documents, the Trust terminated effective
December 31, 2007, and is required to sell its assets.  The
Trustee announced on October 22, 2008, that the Trustee had
determined that, in light of market conditions, it was in the best
interests of the Unitholders to postpone the sale of the Trust's
assets.  As previously announced, on November 11, 2009, the Trust
sold its interests in the south Louisiana properties described in
the Trust's public filings as the "Fee Lands."  The Trustee
continues to review market conditions frequently, and intends to
recommence the marketing process for the rest of the Trust's
assets as soon as practicable.

                         About LL&E Trust

LL&E Royalty Trust (NYSE: LRT) operates as an investment trust in
the United States.  The trust owns 99% interest in a partnership,
which holds net over-riding royalty interests in oil and gas
properties located in Alabama, Florida; and in federal waters
offshore Louisiana. The partnership also holds 3% royalty
interests in approximately 400,000 acres of south Louisiana fee
lands.  LL&E Royalty Trust was founded in 1983 and is based in
Austin, Texas.


LNR PROPERTY: Moody's Junks Ratings on Senior Bank Credit Facility
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of LNR Property
Corporation's senior bank credit facility and corporate family
rating to Ca from B3.  The rating outlook is negative.  This
action concludes Moody's review.

The downgrade was prompted by the rapid deterioration in LNR's
liquidity profile, and the fact that LNR's plans for back-up
liquidity remain unclear.  LNR's cash flow is under increasing
pressure from declines in cash interest income resulting from
appraisal reductions in its CMBS investment securities.  The delay
in special servicing resolution fees due to prolonged illiquidity
in the commercial real estate debt markets is also impacting cash
flows.

The downgrade also reflects the accelerated deterioration in asset
quality of the company's CMBS and real estate investments as a
result of the pressures on commercial real estate fundamentals.
Consistent with the market, the delinquency rate on LNR's
portfolio has climbed significantly and the company has taken
substantial write-downs.  Consequently, the firm's financial
position and operating fundamentals have deteriorated materially.
Pressure on its operating platform and cash flows is expected to
continue until the real estate credit markets recover.

Moody's believes the probability of default is high in the near-
term.  The Ca rating is indicative of material expected loss given
the substantial deterioration in LNR's asset quality, the
complexity of its legal and capital structure, and the constraints
its capital structure is imposing on its asset management and
servicing business.

The negative outlook reflects LNR's limited options for enhancing
its liquidity, its cash "burn rate" in the absence of funding
alternatives and declining operating cash flows, and prospects for
recovery if the credit markets remain illiquid for commercial real
estate.

Moody's indicated that a revision to stable outlook could be
possible if LNR demonstrated sustainable and sufficient cash flow
to cover operating and debt service without depleting cash
reserves over several quarters, as well as no material further
deterioration in its asset quality.  Factors that could result in
a downgrade include any liquidity challenges in meeting its near-
term obligations, material asset deterioration or breach of its
bank covenants.

These ratings were downgraded with a negative outlook:

* LNR Property Corporation -- senior secured credit facility to Ca
  from B3; corporate family rating to Ca from B3.

Moody's last rating action with respect to LNR Property
Corporation was on September 16, 2009 when Moody's downgraded
LNR's ratings to B3 from B2.  The ratings were placed on review
for possible downgrade.

LNR Property Corporation is a real estate investment and
management company headquartered in Miami Beach, Florida, USA.

LNR Property Corporation's ratings were assigned by evaluating
factors Moody's believe are relevant to the credit profile of the
issuer, such as i) the business risk and competitive position of
the company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of LNR's core industry and the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk.


LUCKY CHASE: Ch. 11 Trustee Can Use Cash Collateral Until Dec. 18
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida, in
its fifth interim order, authorized the duly-appointed Chapter 11
trustee in Lucky Chase II, LLC's case, to access the cash
collateral of AmTrust Bank, formerly known as Ohio Saving Bank
until Dec. 18, 2009.

A further hearing on the trustee's continued access to cash
collateral is set for Dec. 15, 2009, at 2:00 p.m. at the U.S.
Bankruptcy Court, Claude Pepper Federal Building, 51 Southwest
First Avenue, Courtroom 1403, Miami, Florida.

As reported in the Troubled Company Reporter on July 22, 2009, the
trustee will use cash collateral to pay operating expenses, and
maintain the estate's property, in accordance with a budget.

AmTrust Bank claims a first priority mortgage on real property
located at 13841 Southwest 90th Avenue, Miami, Florida, and a
security interest in the Debtor's cash collateral.

As adequate protection or the use of cash collateral, AmTrust is
granted replacement liens in all postpetition assets of the
Debtor, which shall be in addition to all interests, liens and
rights of set-off existing in favor of Amtrust.

                    About Lucky Chase II, LLC

Headquartered in Pittsburgh, Pennsylvania, Lucky Chase II, LLC,
operates a single-asset, real estate company.  The Company filed
for Chapter 11 on April 29, 2009 (Bankr. S.D. Fla. Case No.
09-18087).  Arthur J. Spector, Esq., represents the Debtor in its
restructuring effort.  The Debtor listed assets and debts between
$10 million and $50 million each.


MARK IV: S&P Assigns Corporate Credit Rating at 'B'
---------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B'
corporate credit rating to Amherst, New York-based automotive
supplier Mark IV LLC following the company's emergence from
Chapter 11 bankruptcy protection.  The outlook is negative.  At
the same time, S&P withdrew its 'D' corporate credit rating on
Mark IV Industries Inc. This entity is now a subsidiary of Mark IV
LLC.  Standard & Poor's also assigned 'BB-' and 'B-' issue ratings
to various debt issues.

"The ratings reflect what S&P consider to be Mark IV's highly
leveraged financial risk profile and weak business risk profile
following its emergence from bankruptcy," said Standard & Poor's
credit analyst Gregg Lemos Stein.  The company reduced debt by
more than 60% from pre-bankruptcy levels in the reorganization.
However, S&P believes leverage will remain high -- debt to EBITDA,
including S&P's adjustments, will be about 5x at the end of the
current fiscal year (Feb. 28, 2010).

S&P has not factored in any significant improvement for the fiscal
year ending Feb. 28, 2011, because of the still-sluggish global
economy and the possibility that auto demand could drop in Europe
(which accounts for about 62% of Mark IV's total revenues) after
numerous vehicle scrappage incentive schemes end.  For calendar-
year 2010, S&P expects light-vehicle sales to be down about 13% in
Western Europe from the weak levels of 2009, and up by only about
6% in the United States.  S&P believes the year-over-year
comparison in vehicle production levels -- and hence supplier
revenues -- could be slightly better than the sales trend,
following automakers' extensive reductions in dealer inventories
this year.

S&P considers Mark IV's business risk profile after emergence to
be weak, largely because of the volatile auto production levels,
high fixed costs, fierce competition, and severe pricing pressures
that characterize the global auto supplier industry.  In addition,
Mark IV faces uncertainty over the August 2010 expiration of its
exclusive contract to provide its E-Z Pass equipment to a
consortium of agencies in 14 Northeast and Midwest U.S. states.
Although Mark IV is the incumbent, S&P expects competition, and
S&P believes the renewal process carries some risk for the
company.

These pressures are only partially offset by Mark IV's geographic
breadth and fair customer diversity.  Furthermore, Mark IV is not
overly exposed to weak vehicle segments such as SUVs or pickups.
S&P believes Mark IV should benefit from a continued trend of
customers' preferring smaller, more fuel-efficient engines and
especially diesels, which are popular in Europe and are gradually
gaining popularity in the U.S.

In S&P's opinion, Mark IV's liquidity is constrained.  The company
has about $37 million in cash as of the emergence, plus about
$22 million available under the U.S. and Canadian revolving credit
facilities.

The negative outlook reflects the uncertain outlook for global
light-vehicle demand this year and next, including S&P's
assumption that sales will decline in Europe and improve only
moderately in the U.S. S&P could lower the rating if free
operating cash flow generation remains negative in the year ahead,
excluding any change in accounts receivables sold through
factoring programs.  S&P could also consider lowering the rating
if liquidity, including cash plus revolving credit facility
availability, declines below $50 million at the end of any
quarter.  In S&P's view, the loss of the electronic toll equipment
business in the Northeast and Midwest to a competitor before the
August 2010 contract renewal would also be a negative rating
factor.

S&P could revise the outlook to stable if Mark IV generates more
than $25 million of positive free operating cash flow in fiscal
2011 and uses proceeds to bolster liquidity and reduce debt.  An
upgrade, although less likely in the next two years, would be
predicated on substantial positive free cash flow generation,
permanent debt reduction such that leverage declines to 4x or
better, and a sustained improvement in automotive demand, among
other factors.


MAXXAM INC: Reports $8.5 Million Net Loss for Third Quarter 2009
----------------------------------------------------------------
MAXXAM Inc. reported a net loss of $8.5 million, or $1.86 per
share loss for the third quarter of 2009, compared to a net loss
of $65.4 million, or $14.34 per share loss, for the same period of
2008.  Consolidated sales for the three months ended September 30,
2009 were $18.2 million as compared to $23.7 million for the same
period in 2008.  Real estate revenues of $7.4 million for the
three months ended September 30, 2009 were approximately $1.0
million less than the prior year period primarily due to lower
resort revenues at the Company's Palmas del Mar resort operations
in Puerto Rico and lower levels of deferred profit recognition.
Racing revenues of $10.8 million for the three months ended
September 30, 2009 were approximately $2.2 million less than the
same period in the prior year, primarily as a result of holding
fewer concerts at Sam Houston Race Park.

In the three months ended September 30, 2008, there was a non-
recurring sales transaction related to the Company's former lumber
operations (that generated revenues of $2.4 million).  The
Company's results for the three and nine months ended September
30, 2008, were negatively impacted by a $52.3 million provision
for federal income taxes reflecting the utilization of deferred
tax assets resulting from recording the effects of the
reorganization of The Pacific Lumber Company in the its 2008 U.S.
federal income tax return.

Operating losses were $5.2 million in the third quarter of 2009
reflecting continued operating losses at the Company's
subsidiaries.  Operating losses of $8.2 million in the third
quarter of 2008 include an $8.1 million charge for defense costs
related to two lawsuits (that settled in 2009) and a $4.4 million
benefit related to stock-based compensation.

For the first nine months of 2009, MAXXAM reported a net loss of
$31.2 million, or $6.84 per share loss, compared to a net loss of
$92.0 million, or $19.39 per share loss, for the same period of
2008.  Consolidated sales for the nine months ended September 30,
2009, declined $16.2 million, as compared to the same period in
the prior year.  Real estate sales of $22.2 million, as compared
to $26.9 million in the same period in the prior year, reflect the
absence of any sales of real estate parcels or lots in 2009, lower
resort revenues at the Company's Palmas del Mar resort operations
and lower levels of deferred revenue recognition.  Racing sales of
$30.3 million, as compared to $36.5 million in the same period in
the prior year, reflect the impacts of Hurricane Ike, which led to
the cancellation of live racing that was scheduled in the first
quarter of 2009 and lower concert revenues at Sam Houston Race
Park.

The Company's net loss for the nine months ended September 30,
2009 also reflects an aggregate $4.1 million impairment charge
related to the Company's investment in a California real estate
venture and includes an aggregate of $4.5 million of insurance
recoveries related to the damage at Sam Houston Race Park caused
by Hurricane Ike.

At September 30, 2009, MAXXAM had $361.6 million in total assets
against $778.0 million in total liabilities, resulting in $416.4
million in stockholders' deficit.

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?49c3

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?49c4

                         About MAXXAM Inc.

Houston, Texas-based MAXXAM Inc. (NYSE Amex: MXM) conducts the
substantial portion of its operations through its subsidiaries,
which operate in two industries -- Residential and commercial real
estate investment and development (primarily in second home or
seasonal home communities), through MAXXAM Property Company and
other wholly owned subsidiaries of the Company, as well as joint
ventures; and racing operations, through Sam Houston Race Park,
Ltd. a Texas limited partnership wholly owned by the Company,
which owns and operates a Texas Class 1 pari-mutuel horse racing
facility in the greater Houston metropolitan area, and a pari-
mutuel greyhound racing facility in Harlingen, Texas.

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.


MAXXAM INC: To Tackle Reverse Stock Split Bid at Dec. 23 Meeting
----------------------------------------------------------------
A Special Meeting of Stockholders of MAXXAM Inc., will be held at
Four Oaks Place, Second Floor, Hill Country Conference Room,
located at 1330 Post Oak Boulevard, Houston, Texas on December 23,
2009 at 5:00 p.m. local time.

The purposes of the Meeting are:

     -- To approve, subject to final action by the Company's Board
        of Directors, an amendment to MAXXAM's Restated
        Certificate of Incorporation effecting a 1-for-250 reverse
        stock split of the Company's common and preferred stock.
        The Reverse Stock Split would result in (i) holdings prior
        to such split of fewer than 250 shares of common stock or
        preferred stock being converted into a fractional share
        for which the holder would be entitled to receive the cash
        consideration described in the Proxy Statement, (ii) each
        stockholder holding 250 or more shares of common or
        preferred stock being entitled to receive one share for
        each 250 shares of common or preferred stock held and cash
        for any fractional shares, as described in the Proxy
        Statement, and (iii) the Company having fewer than 300
        holders of record of its common stock, allowing it to
        deregister the common stock under the Securities Exchange
        Act of 1934, and avoid the costs associated with being a
        public reporting company; and

     -- To consider other business as may properly come before the
        Meeting or any adjournment or postponement thereof.

The Board of Directors is not aware of any other business to come
before the Meeting.  The Board has carefully considered the terms
of the proposed Reverse Stock Split, has determined that the
Reverse Stock Split is fair to, and in the best interests of,
MAXXAM and its stockholders, and unanimously recommends vote "FOR"
the Reverse Stock Split.

The Board of Directors has designated October 28, 2009 as the
record date for determining stockholders entitled to notice of and
to vote at the Meeting.

A full-text copy of the Proxy statement is available at no charge
at http://ResearchArchives.com/t/s?49c5

                         About MAXXAM Inc.

Houston, Texas-based MAXXAM Inc. (NYSE Amex: MXM) conducts the
substantial portion of its operations through its subsidiaries,
which operate in two industries -- Residential and commercial real
estate investment and development (primarily in second home or
seasonal home communities), through MAXXAM Property Company and
other wholly owned subsidiaries of the Company, as well as joint
ventures; and racing operations, through Sam Houston Race Park,
Ltd. a Texas limited partnership wholly owned by the Company,
which owns and operates a Texas Class 1 pari-mutuel horse racing
facility in the greater Houston metropolitan area, and a pari-
mutuel greyhound racing facility in Harlingen, Texas.

At September 30, 2009, MAXXAM had $361.6 million in total assets
against $778.0 million in total liabilities, resulting in $416.4
million in stockholders' deficit.

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.


METALDYNE CORP: U.S. Trustee Wants Portion of Fees Held Back
------------------------------------------------------------
Law360 reports that the U.S. Trustee in Manhattan has asked the
Bankruptcy Court hold back part of any interim compensation to
professionals retained or employed in Metaldyne Corp.'s Chapter 11
proceedings, including Jones Day, Foley & Lardner LLP and Reed
Smith LLP, until the cases are resolved.

Metaldyne was previously a wholly-owned subsidiary of Asahi Tec, a
Shizuoka, Japan-based chassis and powertrain component supplier in
the passenger car/light truck and medium/heavy truck segments.
Asahi Tec is listed on the Tokyo Stock Exchange.

Metaldyne Corporation and its affiliates filed for Chapter 11
protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).
The filing did not include the company's non-U.S. entities or
operations.  Richard H. Engman, Esq., at Jones Day represents the
Debtors in their restructuring efforts.  Judy A. O'Neill, Esq., at
Foley & Lardner LLP serves as conflicts counsel; Lazard Freres &
Co. LLC and AlixPartners LLP as financial advisors; and BMC Group
Inc. as claims agent.  A committee of Metaldyne creditors is
represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne,
Esq., at Reed Smith LLP, and the committee tapped Huron Consulting
Services, LLC, as its financial advisor.  For the fiscal year
ended March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the company had assets of US$977 million and
liabilities of US$927 million.  Judge Glenn approved the sale of
substantially all assets to Carlyle Group earlier this month for
approximately $496.5 million.

Metaldyne is a leading global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain applications including engine, transmission/transfer
case, driveline, and noise and vibration control products to the
motor vehicle industry.  The new Metaldyne company has
approximately $650 million in revenue with 26 facilities in 12
countries.  For more information go to http://www.metaldyne.com/


NETBANK INC:  Former Exec Says $1.2M Parachute Not Golden
---------------------------------------------------------
Former NetBank Inc. executive Russell Burdsall is pushing ahead
with claims the bankrupt company owes him more than $1.2 million
in severance, an amount he says does not constitute a golden
parachute, Law360 reports.

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.


NEW YORK TIMES: Raided by NYPD; 3 Other Papers, Union Raided Too
----------------------------------------------------------------
The Wall Street Journal's Suzanne Sataline and Shira Ovide report
that the New York Police Department executed search warrants
Tuesday at business locations of the New York Times, the New York
Daily News, the New York Post and El Diario La Prensa, as well as
the Newspaper and Mail Deliverers' Union, a local branch of the
International Brotherhood of Teamsters, as part of an ongoing
investigation by the office of the Manhattan District Attorney and
the police department.

Paul Browne, deputy police commissioner, wouldn't comment on
exactly what was being investigated, the Journal says.  Payroll
and employee records were seized, according to a law enforcement
official, the Journal adds.

According to the Journal:

     -- a spokeswoman for New York Times Co. said that the police
        had searched the office of an employee at the company's
        printing plant in Queens and that the company is not a
        target of the investigation.

     -- Rossana Rosado, the publisher of El Diario, said the
        police sought information on the union.

     -- The Daily News was "contacted by the New York City Police
        Department and the Manhattan D.A.'s office regarding our
        drivers' union," the paper's spokesman said in a
        statement. "We are fully cooperating with the
        prosecutors."

     -- a spokeswoman for the New York Post declined to comment.

The Post is owned by News Corp., which also owns the Journal.

Ms. Sataline and Ms. Ovide relate that Manhattan District Attorney
Robert Morgenthau said the investigation "solely concerns business
activity and practice and is completely unrelated to the content
of any publication."  Neither Mr. Morgenthau nor a spokeswoman
would offer additional information, Ms. Sataline and Ms. Ovide
note.

The Journal says the Newspaper and Mail Deliverers' Union
represents some drivers for several New York-area newspapers,
including the four newspapers searched as well as The Wall Street
Journal and the Star-Ledger in Newark, N.J.

The New York Times Company is a diversified media company that
currently includes newspapers, Internet businesses, a radio
station, investments in paper mills and other investments.

In April 2009, Standard & Poor's lowered its rating on New York
Times' senior unsecured debt to B+ from BB- and placed its rating
on negative watch.  In May 2009, Standard & Poor's further lowered
its rating to B, citing the effects of declining advertising
revenues and operating performance on New York Times' leverage. It
also changed its rating outlook from negative to stable, citing
New York Times' ability to maintain adequate liquidity.  In April
2009, Moody's Investors Service downgraded New York Times' senior
unsecured debt rating to B1 from Ba3 with a negative outlook,
citing the expected continued pressure on revenues and operating
cash flow as a result of lower newspaper advertising.


NOBLE INTERNATIONAL: Can Access Customers Cash Until November 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Noble International, Ltd., and its debtor-affiliates to
access cash collateral of General Motors Corporation, Ford Motor
Company and Chrysler LLC, from Nov. 1, 2009, through Nov. 30,
2009.

The Debtors are in urgent need to use the use cash collateral in
order to sell Noble's remaining assets, and fund general
Chapter 11 costs relating to the Plan.

The Debtors and the Customers have engaged in negotiations to
establish a budget for the Debtors to use cash collateral to fund
their expenses for the period.  The Debtors have also negotiated
the terms of the Budget with the Committee.

The Debtors related that the Customers hold a first priority
security interest in the assets.

The Debtors also related that they are in the final stages of
liquidating their assets.  In addition, on Sept. 14, 2009, the
Debtors filed their Plan of Liquidation and Disclosure
Statement.

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D. Mich. Case No. 09-
51720).  The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel.  Conway Mackenzie, Inc., has been tapped as
the Debtors' financial advisors.  The official committee of
unsecured creditors is represented by Jaffe Raitt Heuer & Weiss,
P.C.  The Debtors disclosed total assets of $190,763,000 and total
debts of $38,691,000, as of January 10, 2009.


NORTHEAST BIOFUELS: Plan Confirmation Hearing on Dec. 9
-------------------------------------------------------
Northeast Biofuels LP will seek confirmation of its Chapter 11
reorganization plan at hearings scheduled to begin December 9.

As the result of a settlement with the secured lenders, unsecured
creditors with claims of as much as $7 million will split up
$400,000 to $600,000 for a recovery from 3% to 9%, Bill Rochelle
at Bloomberg reported.  The secured lenders, owed $170 million,
are to expect a recovery up to 10%, according to the explanatory
disclosure statement.  Creditors have until Dec. 2 to vote on the
Plan.

NEB has received bankruptcy court approval for a sale of its
ethanol production facility in Oswego County, New York.  Sunoco
purchased the plant out of bankruptcy in an April 2009 auction for
$8.5 million, and the purchase was finalized June 15.

Northeast Biofuels, LP, is a limited partnership formed to
develop, own and operate an ethanol facility in Fulton, New York.
NEB is 100% owned by an intermediate holding company, NEB
Holdings, LP, which is in turn 85% owned by Permolex
International, L.P., and 15% by other project developers.

The Company and two of its affiliates filed for Chapter 11
protection on January 14, 2009 (Bankr. N.D. N.Y. Lead Case No. 09-
30057).  Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece,
P.C., represents the Debtors in their restructuring efforts.
Blank Rome LLP will serve as the Debtors' counsel.  The U.S.
Trustee for Region 2 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  Sara C. Bond, Esq., and Stephen
A. Donato, Esq., Bond, Schoeneck & King, PLLC, represent the
Committee.  When the Debtors filed for protection from their
creditors, they listed assets and debt between $100 million to
$500 million each.


NOVA HOLDING: Wants to Extend Cash Collateral Use Until Nov. 24
---------------------------------------------------------------
Nova Holding Clinton County LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to enter into a seventh stipulation with WestLB AG (New York
Branch), extending the maturity date of the DIP Facility to
Nov. 24, 2009.

As reported in the Troubled Company Reporter on July 8, 2009, the
Court granted the Debtors, authorization, on a final basis, to
obtain $2,030,000 senior secured postpetition financing from
WestLB AG (New York Branch).

In the seventh stipulation, the parties agreed that, among other
things:

   1. The sale, lease, license or other disposition of the Seneca
      Plant and the other DIP Collateral to the winning bidder or
      winning bidders and the assignment of the designated
      licenses and executory contracts to the appropriate parties
      will close no later Nov. 24, 2009.  If the sale, lease,
      license or other disposition of the Seneca Plant and the
      other DIP Collateral is to the Court approved back-up
      bidder, the closing on the sale, lease, license or other
      disposition will occur no later than Nov. 24, 2009.

   2. The Debtors' authority to use the proceeds of the DIP
      Facility will terminate automatically on the earliest of
      Nov. 24, 2009, or on the occurrence of a termination event.

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081).  Michael
B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz,
Esq., at Blank Rome LLP, in Philadelphia, represent the Debtors as
counsel.  David W. Carickhoff, Esq., at Blank Rome LLP, is
Delaware counsel to the Debtors.  The Debtors listed between
$10 million and $50 million each in assets and debts.


NOVELIS INC: Moody's Gives Stable Outlook, Affirms 'B2' Rating
--------------------------------------------------------------
Moody's Investors Service changed the outlook for Novelis Inc. and
Novelis Corporation to stable from negative.  The speculative
grade liquidity rating of Novelis Inc. was also upgraded to SGL-2
from SGL-3.  At the same time, Moody's affirmed Novelis Inc's B2
corporate family rating, its B2 probability of default rating, the
Ba3 rating on its senior secured term loan, and the Caa1 senior
unsecured notes rating.  The Ba3 rating on Novelis Corporation's
senior secured term loan was also affirmed.

The change in outlook to stable reflects Moody's expectation that
Novelis will continue to show improvement in its earnings and cash
flow generation given the renegotiation of all of its can sheet
contracts, cost cutting efforts and the run off of virtually all
its hedge loss position.  The outlook anticipates that the company
will continue to focus on cash generation and liquidity and that
its performance will continue to benefit from the more robust
conditions in its can sheet business, which accounts for roughly
50% to 60% of sales.  Although Moody's does not expect that the
company will meaningfully reduce absolute debt levels over the
next twelve to fifteen months, the outlook reflects Moody's belief
that debt protection coverage ratios will continue to strengthen
as the company returns to a sustainable level of profitability.

The upgrade in the speculative grade liquidity rating to SGL-2
from SGL-3 reflects the company's strengthened liquidity profile
as exemplified by its cash position of $246 million at September
30, 2009 and approximately $320 million in borrowing base
availability after adjusting for the $80 million availability
requirement, below which a fixed charge coverage ratio would
become effective.  This compares to liquidity of approximately
$446 million at June 30, 2009.  Given nominal debt maturities over
the next twelve to fifteen months and continued focus on capital
expenditure levels, the company's liquidity remains more than
adequate to support requirements, including increases in working
capital as business conditions improve over time.

Novelis' B2 corporate family rating captures the ongoing
performance challenges given the weak demand fundamentals for
aluminum products, especially sales to the construction and
automotive end markets.  The rating also incorporates the
company's relatively high leverage and weak debt protection
metrics, the sensitivity of its earnings to volume levels given
the level of fixed costs in the business, and the volatility in
performance that arises from the differential between beverage can
prices and primary aluminum prices (which impacts the company's
expected internal hedge position).

However, the rating acknowledges the company's sizeable global
footprint in the aluminum rolled products markets, including its
leading market position in can sheet, which provides a degree of
stability, as well as good positions in industrial, foil and
packaging and transportation.  Also captured in the rating is the
expectation that the company's performance will improve as the can
price ceiling contracts expire.  When the new contract with
Anheuser-Busch becomes effective on January 1, 2010, Novelis will
have no can price ceiling contracts.  A further consideration in
the rating is the support shown earlier in the year by its parent,
Hindalco, in providing a $100 million unsecured credit facility
via an affiliate of the Aditya Birla group to support Novelis's
liquidity requirements; this facility was repaid with proceeds
from the $185 million note issue in August 2009.

Upgrades:

Issuer: Novelis Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

Outlook Actions:

Issuer: Novelis Corporation

  -- Outlook, Changed to Stable From Negative

Issuer: Novelis Inc.

  -- Outlook, Changed to Stable From Negative

Moody's last rating action on Novelis was August 5, 2009, when the
company's senior unsecured ratings were downgraded to Caa1 from
B3.

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  For the twelve months ended
September 30, 2009, the company had total shipments of
approximately 2,725 kilotonnes and generated $8.2 billion in
revenues.


NUKOTE INT'L: Office Depot Suit Goes to District Judge
------------------------------------------------------
In September, Nukote International Inc. sued Office Depot Inc.
before the Bankruptcy Court, which handles Nukote's bankruptcy
case, for $217 million, claiming that Office Depot's "egregious
fraudulent misrepresentations" caused the Chapter 11 filing.

Nukote, according to the reports, contends in the suit that Office
Depot was secretly planning to shift the private brand imaging
supplies business to another supplier.  Office Depot denied it
breached any agreement and said "it is Nukote that is indebted to
Office Depot," not the other way around.

According to Bill Rochelle at Bloomberg, Office Depot responded to
the complaint by filing a motion in the federal district court
asking that the suit be taken away from the bankruptcy judge and
decided in a district court in Florida.  U.S. District Judge Aleta
Trauger granted the withdrawal-of-the-reference motion in an
opinion on Nov. 16 and sent the case to the District Court, under
a clause in the contract calling for disputes to be decided in
Florida.

The report relates Judge Trauger said that filing in Chapter 11
"does not afford the plaintiff the privilege of having all of its
litigation conducted in bankruptcy court."  The case should be
decided in a district court because the dispute concerns pre-
bankruptcy occurrences entirely governed by a pre-bankruptcy
contract and state law, the judge said.  There are no federal
bankruptcy law issues, Judge Trauger said.  Judge Trauger rejected
an argument by Nukote that the claim for a turnover of money was a
bankruptcy law issue.  Judge Trauger said that turnover is a
proper bankruptcy claim only when the right to money is
undisputed.

The district judge, according to Bloomberg, also rejected an
argument that the suit should be heard in bankruptcy court because
success of the Chapter 11 plan is "inextricably intertwined with
the pursuit of the litigation."

                    About Nukote International

Headquartered in Franklin, Tennessee, Nukote International, Inc. -
- http://www.nukote.com/--  makes ink and toner cartridges for
laser and ink-jet printers, copiers, and fax machines.

The Company and its affiliates filed for Chapter 11 on June 3,
2009 (Bankr. M. D. Tenn. Lead Case No. 09-06240).  Barbara Dale
Holmes, Esq., at Harwell Howard Hyne Gabbert & Manner, P., and
Frank J. Wright, Esq., at Wright Ginsberg Brusilow PC represent
the Debtors in their restructuring efforts.  The Debtors have
assets and debts both ranging from $10 million to $50 million.

Nukote's secured lender CIT Group/Business Credit, Inc. is owed
$30 million under a prepetition financing agreement. The $30
million is consists of a $6.3 million term loan and a $23 million
revolving line of credit.

                        About Office Depot

Office Depot, Inc. is a global supplier of office products and
services. The Company is organized into three business segments:
North American Retail division, North American Business Solutions
division and International division. Its sales are processed
through multiple channels, consisting of office supply stores, a
contract sales force, an outbound telephone account management
sales force, Internet sites, direct marketing catalogs and call
centers, supported by its network of crossdocks, warehouses and
delivery operations. In April 2008, Office Depot, Inc. and
Reliance Retail Limited, a subsidiary of Reliance Industries
Limited, announced that they have entered into a joint venture to
provide office products and services to business customers in
India. Office Depot, Inc. and Reliance also announced the
acquisition of eOfficePlanet, one of the dealers of office
products and services to corporate customers in India.

Standard & Poor's Ratings Services said in June 2009 that its
ratings and outlook on Boca Raton, Florida-based Office Depot Inc.
(B/Negative/--) are not immediately affected by the company's
announcement that it sold $350 million of perpetual
convertible preferred stock to BC Partners Inc.


NUTRACEA: Gets Interim Nod for DIP Financing, Cash Collateral Use
-----------------------------------------------------------------
NutraCea, a California corporation, sought and obtained interim
approval from the U.S. Bankruptcy Court for the District of
Arizona to obtain financing from Wells Fargo Bank, National
Association, acting through its Wells Fargo Business Credit
operating division.

The Debtor is seeking to access $6,750,000 of secured postpetition
financing from Wells Fargo Bank, National Association, acting
through its Wells Fargo Business Credit operating division (DIP
Lender), and on an interim basis $1,344,383 through the date of
the final hearing.

The Debtor is granting the DIP Lender an allowed superpriority
administrative expense claim for the DIP Facility and all
obligations owing thereunder and under the DIP Documents.  It will
also grant the DIP Lender automatically perfected security
interests in and liens on all the DIP Collateral, including all
property constituting cash collateral.

The Debtor needs to obtain credit pursuant to the DIP Facility and
to use Cash Collateral to continue operations and to administer
and preserve the value of its estates.

Pursuant to a December 18, 2008 Credit and Security Agreement and
together with all other loan security documents related to the
Prepetition Credit Agreement between the Debtor and Wells Fargo
Bank, National Association, the Prepetition Lender provided
revolving credit, letter of credit facilities, and term loan
facilities to the Debtor and provided other financial
accommodations to or for the benefit of the Debtor.  The
Prepetition Facility will terminate upon entry of the Court's
Interim Order.

The Prepetition Facility included a $2,500,000 revolving line of
credit (RLOC), a $5,000,000 real estate secured term loan (Real
Estate Loan), and a $2,500,000 equipment and personal property
secured term loan.  As of the Petition Date, $3,082,771 is owed on
the Real Estate Loan, $483,158.75 is owed on the RLOC, and there
isn't any outstanding balance on the Term Loan.

The Debtor granted to the Prepetition Lender security interests in
and liens on, among other things, substantially all of its
personal property, excluding owned intellectual property, and
certain fee simple interests in real estate.

The DIP Lender requires, and the Debtor has agreed, that proceeds
of the DIP Facility will be used in a manner consistent with the
terms and conditions of the DIP Documents and in accordance with
and to the extent set forth in the budget, a copy of which is
available for free at:

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

The Debtor is authorized to use Cash Collateral until the earlier
to occur of the Termination Declaration Date or the Termination
Date, provided that during the Remedies Notice Period the Debtor
may use Cash Collateral in accordance with the terms and
provisions of the Budget solely to meet payroll obligations and to
pay other expenses critical to the preservation of the Debtor and
its estate.

The Debtor agrees that proceeds of DIP Collateral, any amounts
held on account of the DIP Collateral, and all payments and
collections received by the Debtor will be applied:

     (i) to the payment, of accrued and then-unpaid Court-approved
         obligations forming part of the Carve Out that are
         currently owed, to the extent not paid by Debtor;

    (ii) to reduce the DIP Obligations then due and owing in
         accordance with the DIP Documents and the interim order;

   (iii) to any cash management obligations then due and payable
         to DIP Lender; and

    (iv) for use by the estate.

Phoenix, Arizona-based Nutracea, a California corporation, filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
D. Ariz. Case No. 09-28817).  S. Cary Forrester, Esq., at
Forrester & Worth, PLLC, assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


NUTRACEA: Gets Nod to Tap Forrester Worth as Gen. Bankr. Counsel
----------------------------------------------------------------
NutraCea, a California corporation, sought and obtained the
permission of the Hon. Charles G. Case, II, to employ Forrester,
Worth & Green, PLLC, as general bankruptcy counsel.

Forrester Worth will, among other things:

     -- prepare required records, reports, applications, orders,
        pleadings, and other legal papers;

     -- represent the Debtor in contested matters and adversary
        proceedings;

     -- identify and prosecution of claims and causes of action on
        behalf of the estate (although it may be necessary to
        employ special counsel for that purpose as well); and

     -- examine proofs of claim and possible objections to the
        claims;

     -- prepare a plan and disclosure statement, if appropriate,
        and represent the Debtor in related confirmation
        proceedings.

S. Cary Forrester, an attorney at Forrester Worth, said that the
firm will be paid based on the hourly rates of its professionals:

     S. Cary Forrester               $400
     John R. Worth                   $350
     Kristen M. Green                $300
     Paralegals                      $125

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

Phoenix, Arizona-based Nutracea, a California corporation, filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
D. Ariz. Case No. 09-28817).  S. Cary Forrester, Esq., at
Forrester & Worth, PLLC, assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


NUTRACEA: Sec. 341 Meeting Set for December 15
----------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Nutracea,
a California corporation's creditors on December 15, 2009, at
2:00 p.m. at US Trustee Meeting Room, 230 N. First Avenue, Suite
102, Phoenix, AZ.

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.

Phoenix, Arizona-based Nutracea, a California corporation, filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
D. Ariz. Case No. 09-28817).  S. Cary Forrester, Esq., at
Forrester & Worth, PLLC, assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


OMEGA HEALTHCARE: To Purchase $565MM Long-Term Care Facilities
--------------------------------------------------------------
Omega Healthcare Investors, Inc., has entered into a securities
purchase agreement with CapitalSource Inc. and several of its
affiliates to purchase entities owning 80 long term care
facilities for approximately $565 million.  The purchase price
includes a purchase option to acquire entities owning an
additional 63 Facilities for approximately $295 million.

                $565 Million of New Investments

The securities purchase agreement is anticipated:

First Closing -- At the first closing, the Company will acquire
entities owning 40 Facilities and the Option to purchase entities
owning 63 additional Facilities for approximately $294.4 million,
consisting of: (i) $184.2 million in cash and a promissory note;
(ii) $50.8 million in Omega common stock; and (iii) assumption of
$59.4 million of 6.8% debt associated with the acquired properties
maturing on December 31, 2012.  The first closing is expected to
occur on December 31, 2009 subject to the terms and conditions of
the securities purchase agreement.

The 40 Facilities, representing 5,264 available beds, located in
12 states are part of 15 in-place triple net leases among 12
operators.  The 15 leases generate approximately $31 million of
annualized revenue.

Second Closing -- At the second closing, the Company will acquire
entities owning 40 additional Facilities for approximately $270.4
million, consisting of: (i) $65.1 million in cash; (ii) assumption
of $20.0 million of 9.0% subordinated debt maturing in December
2021; (iii) assumption of $55.7 million, 6.41% (weighted-average)
HUD debt maturing between January 2036 and May 2040; and (iv) the
anticipated assumption of $129.6 million, 4.85% HUD debt generally
maturing in 2039.  The second closing is expected to occur on
April 1, 2010 subject to the terms and conditions of the
securities purchase agreement.

The 40 Facilities, representing 4,882 available beds, located in 2
states are part of 13 in-place triple net leases among 2
operators.  The 13 leases generate approximately $30 million of
annualized revenue.

At September 30, 2009, Omega had $191 million of availability
under our $200 million credit facility; a large portion of which
we expect to use to finance the initial closing.  The company is
currently reviewing multiple financing proposals in anticipation
of the second closing.

The purchase price payable at each closing and the form of
consideration to be paid is subject to a number of adjustments set
forth in the purchase agreement.  The company expects the
transaction to be immediately accretive to its adjusted Funds From
Operations.

       Purchase Option for $295 Million of New Investments

The Option to acquire entities owning an additional 63 Facilities
is exercisable for cash consideration of $295.2 million by Omega
at any time through December 31, 2011.

The 63 Facilities, representing 6,529 available beds, located in
19 states are part of 30 in-place triple net leases among 18
operators.  The 30 leases generate approximately $34 million of
annualized revenue.

                           Company Comments

"Our ability to conservatively manage and protect our very strong
balance sheet through the market turmoil over the past two years
has positioned Omega to enter into this purchase agreement,"
stated Taylor Pickett, Omega's President and CEO. Mr. Pickett
continued, "We are very pleased with this transaction and the
significant strategic and financial benefits these assets will
provide to Omega and its shareholders."

                      About Omega Healthcare

Omega Healthcare Investors, Inc. headquartered in Hunt Valley,
Maryland, USA, is a real estate investment trust investing in and
providing financing to the long-term healthcare industry --
predominately skilled nursing facilities.  At December 31, 2008,
the REIT owned or held mortgages on 244 SNFs, 7 assisted living
facilities and 4 specialty hospitals, with approximately 29,193
beds operated by 25 third-party healthcare companies.

                         *     *     *

As reported in the Troubled Company Reporter on March 6, 2009,
Moody's Investors Service affirmed the ratings of Omega Healthcare
Investors, Inc., (senior unsecured debt at Ba3).  The rating
outlook is stable.  This rating affirmation reflects Omega's
adequate liquidity, good property level coverage ratios, and
conservative credit metrics.


PENN TRAFFIC: Files for Chapter 11, to Sell Assets
--------------------------------------------------
The Penn Traffic Company (OTC: PTFC) and its primary subsidiaries
filed voluntary petitions for protection under Chapter 11 of the
U.S. Bankruptcy Code on November 18, 2009.

In order to ensure sufficient liquidity to maintain ongoing
operations in the face of current lender defaults, Penn Traffic's
board of directors determined that the interests of the company's
creditors and other stakeholders would be best served by seeking
Chapter 11 bankruptcy protection to facilitate an orderly sale of
its stores and other assets with the consent of its senior secured
lenders.

"Our P&C, Quality and BiLo supermarkets remain open for business
to serve our customers and communities," President and Chief
Executive Officer Gregory J. Young said.  "We intend to continue
to work closely with our vendor partners to provide the fresh
products and good value that our customers have come to expect
from our stores."

The Company will continue to manage its properties and operate as
"debtors-in-possession" under the jurisdiction of the U.S.
Bankruptcy Court for the District of Delaware and in accordance
with the applicable provisions of the Bankruptcy Code.

In connection with the petition, Penn Traffic filed a motion
seeking the Bankruptcy Court's approval of, among other things, a
consensual cash collateral arrangement with its senior secured
lenders to allow it to have sufficient liquidity to maintain
normal business operations during the sale process. The Company
expects to present this arrangement to the Bankruptcy Court for
approval at a court hearing anticipated for Thursday, November 19,
2009.

                        About Penn Traffic

The Penn Traffic Company -- http://www.penntraffic.com/-- owns
and operates supermarkets under the P&C, Quality and BiLo trade
names in Upstate New York, Pennsylvania, Vermont and New
Hampshire. Headquartered in Syracuse, N.Y., Penn Traffic's
conventional supermarkets offer value pricing, fresh and local
products, and full-service stores in convenient neighborhood
locations. The regional retailer's P&C Fresh supermarkets combine
all the features of conventional-format stores with gourmet,
premium and store-made fresh products, as well as ready-to-eat
foods, easy-to prepare meals and expanded natural and organic
product offerings. Retail supermarkets and consumers became Penn
Traffic's primary focus with the sale of its wholesale business
segment during fiscal 2009.

Penn Traffic has filed for Chapter 11 three times.  Its first trip
to the bankruptcy court was in June 1999.  Penn Traffic again
filed for chapter 11 protection on May 30, 2003 (Bankr. S.D.N.Y.
Case No. 03-22945).  Under the plan that was declared effective
April 2005, the Debtor gave all the stock to unsecured creditors
while cutting the store count almost in half.

Penn Traffic filed for Chapter 11 on November 18, 2009 (Bankr. D.
Del. Case No. 09-14078).  Attorneys at Morris, Nichols, Arsht &
Tunnell LLP, serve as counsel.  Donlin Recano serves as claims and
notice agent.


PHILADELPHIA NEWSPAPERS: Lenders Stop Auction Pending Appeal
------------------------------------------------------------
Secured lenders to Philadelphia Newspapers LLC went to the
U.S. Court of Appeals for the Third Circuit in Philadelphia and
won a stay on November 17 pending their appeal of a ruling by the
district court Denying them the ability to bid for the newspapers
using their secured debt rather than cash, Bill Rochelle at
Bloomberg reported.

According to the report, the Third Circuit scheduled the appeal
for Dec. 15 and stayed the auction for the newspapers until then.
Absent action by the appeals court, the auction would have been
held Nov. 25.

Philadelphia Newspapers LLC took an appeal to the District Court
from the Bankruptcy Court's ruling that gives secured lenders the
right to use the $300 million in debt they are owed as part of
their bid to acquire the Company.

The Company is contemplating to sell its business to a group of
local investors, including Bruce E. Toll, absent higher and better
bids for the assets.  The investor group Philly Papers LLC is
offering $30 million cash plus a combination of payment of certain
expenses and assumption of liabilities that will yield gross
proceeds to the estates of $41 million.

The Debtor opposed a credit bid by lenders owed more than $400
million, saying that it would have a "chilling effect" on
competing bidders.  A credit bid would easily top the offer by Mr.
Toll.

In an opinion entered November 10, 2009, District Judge Eduardo C.
Robreno reversed the October 8 ruling by the Bankruptcy Court.  As
a result, Philadelphia Newspapers can hold an auction where the
secured lenders must bid cash and cannot submit a credit bid if
intends to participate in the auction.

Judge Robreno noted that with respect to 11 U.S.C. Sec.
1129(b)(2)(A), a plan is fair and equitable to secured creditors
if the plan provides (i) the holders of the secured claims will
retain the liens securing their claims, (ii) each holder of a
secured claim will receive cash payments totaling at least the
allowed amount of the claim, of a value of at least the value of
the holder's interest in the estate's interest in the property; or
for the realization of the holders of the indubitable equivalent
of the claims.  Judge Robrero noted that courts have expressly
recognized that the use of the word "or" means that the three
alternatives set forth under Section 1129(b)(2)(A) must be viewed
in the disjunctive, such that the plan must only satisfy the
criteria of one of the three alternatives.  Given the contrasting
language of Sec. 1129(b)(2)(A)(i) and Sec. 1129(b)(2)(A)(ii), it
appears that Congress intended to provide three alternative paths
to confirmation, one of which, does not entitle a secured creditor
the right to credit bid at a public auction, Judge Robrero said.

                        The Chapter 11 Plan

Philadelphia Newspapers LLC is scheduled to present its Chapter 11
reorganization plan for confirmation at hearings scheduled to
begin December 4, 2009.

Philadelphia Newspapers has already obtained approval of the
disclosure statement explaining the Plan and are now soliciting
votes on the Plan.

The Plan is based upon a sale of all of the Debtors' business to
Bruce E. Toll-led Philly Papers LLC, subject to higher and better
offers.  According to the disclosure statement explaining the
Plan, with the sale of the Debtors' business to Bruce Toll,
holders of secured claims, including $66 million, senior secured
claims, will recover 100 cents on the dollar.  Holders of $350
million prepetition unsecured debt claims will recover less
than 1% of their claims.  Holders of prepetition unsecured trade
claims will recover up to 6%.  The Plan allocates $750,000
liquidating trust in favor of general unsecured trade creditors
and a 3% distribution of equity interests in Philly Papers to
holders of unsecured prepetition claims other than general trade
creditors.

A copy of the Debtors' Disclosure Statement is available for free
at http://bankrupt.com/misc/PhillyNews_DiscStatement.pdf

A copy of the Debtors' Insider Chapter 11 Plan is available for
free at http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PILOT TRAVEL: Moody's Assigns 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
and Probability of Default Rating to Pilot Travel Centers LLC.  In
addition, Moody's assigned a Ba2 (LGD 4, 55%) rating to the
company's proposed $2.15 billion senior secured 1st lien bank
credit facility.  The outlook is stable

Proceeds from the proposed bank revolver and term loans will be
used to re-finance existing debt and partially fund Pilot's
acquisition of the travel center assets of Flying J Travel Centers
for approximately $1.845 billion.

Ratings assigned are:

  -- Corporate Family Rating of Ba2

  -- Probability of Default Rating of Ba2

  -- $500 million senior secured revolving credit expiring 2014 at
     Ba2 (LGD 4, 55%)

  -- $500 million senior secured term loan A due 2014 at Ba2 (LGD
     4, 55%)

  -- $800 million senior secured term loan B due 2016 at Ba2 (LGD
     4, 55%)

  -- $350 million senior secured term Loan C at 2017, rated Ba2
     (LGD 4, 55%)

The outlook is stable

The Ba2 Corporate Family Rating reflects Pilot's reasonable debt
protection measures, adequate liquidity, meaningful scale,
geographic reach, and relatively diverse profit stream.  The
ratings are constrained by the reliance on high volume, low margin
fuel sales, the risk associated with the integration of the Flying
J acquisition, and the inherent risk of additional acquisitions in
a consolidating industry.

The stable outlook reflects Moody's view that Pilot will
successfully integrate its acquisition of Flying J.  The outlook
also reflects Moody's expectation that debt protection metrics
will remain appropriate for its ratings and that liquidity remains
adequate.

The assigned ratings assume that Pilot successfully completes its
acquisition of the assets of Flying J and executes it's financing
as proposed.  The ratings are also subject to the receipt and
review of final documentation.

Pilot Travel Centers LLC is a partnership that owns and operates
approximately 306 truck stops across the U.S. Pilot believes it is
the largest travel center network (truck stops), selling 10% of
all over-the-road truck diesel fuel in the U.S. according to the
company.  In addition to fuel, Pilot locations have convenience
stores, fast food restaurants, and other amenities.  Annual
revenues are approximately $20 billion.


PLAINFIELD APARTMENTS: PMUA Seeks to Lift Automatic Stay
--------------------------------------------------------
Mark Spivey, staff writer at myCentralJersey.com, reports that
Plainfield Municipal Utilities Authority asked the Bankruptcy
Court to lift the automatic stay in the Chapter 11 case of
Plainfield Apartments LLC that is stalling all non-bankruptcy
related litigation or actions.

Mr. Spivey, citing papers filed with the Court, relates that PMUA
could pass about $400,000 in unpaid sewer fees rendered at city
apartments of Connolly Properties owned by Plainfields Apartments
to taxpayers, if it could not hold sales that much.

". . . loss of such revenues will have to be made up in next
year's sewer and solid waste rates charge to authority ratepayers
so that the authority can replenish its required reserves,"
Mr. Spivey quotes a PMUA official as stating.

Mr. Spivey notes Ted Del Guercio III represents PMUA.

Plainfield Apartments, LLC, is a real estate company based in
Plainfield, New Jersey.  It filed for Chapter 11 on August 7
(Bankr. D. N.J. Case No. 09-30679).  Richard D. Trenk, Esq., at
Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the
Company in its restructuring efforts.  The Company listed
$14,181,853 in assets and $17,587,846 in debts.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29 (Case No. 09-29666).


PLY GEM: S&P Cuts Ratings on Senior Subordinated Notes to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Ply Gem Industries Inc.'s (CCC/Negative/--) senior subordinated
notes due 2012 to 'D' from 'CC'.  The recovery rating is '6',
indicating S&P's expectation for negligible (0%-10%) recovery for
lenders in the event of a payment default.  The rating action
follows the company's recent announcement that affiliates of its
financial sponsor, CI Capital Partners LLC, have acquired an
additional $46.7 million of the 9% senior subordinated notes due
2012.  Affiliates of CI Capital have acquired approximately
$281.4 million (or about 78% of the total issue) of the
outstanding senior subordinated notes.  S&P expects that the
recent purchase was at a substantial discount to the par amount of
the outstanding issue.  "As a result, S&P views the purchase as
being tantamount to default given the highly leveraged financial
profile of Ply Gem," said Standard & Poor's credit analyst Tobias
Crabtree.

The current unsolicited corporate credit rating for Ply Gem is
'CCC', with a negative outlook.  The 'CCC' rating reflects the
company's highly leveraged financial profile given S&P's
expectations that interest coverage is likely to remain below 1x
over the next several quarters.  Sales for the quarter-ended
Oct. 3, 2009, decreased approximately 14% versus the prior year
because of lower unit sales volumes due to depressed residential
construction activity.  Operating profit for the company's siding
segment, which represents about 60% of total sales, improved about
46% for the October-end quarter versus the prior year primarily as
a result of lower resin and aluminum prices and cost savings.
Still, overall operating conditions, while stabilizing at a lower
level of demand, are not anticipated to improve materially over
the next several quarters given S&P's expectations for a gradual
recovery in housing markets.  As a result, S&P believes Ply Gem's
EBITDA could likely remain at a level resulting in interest
coverage staying below 1x over the next several quarters.

                          Rating List

                     Ply Gem Industries Inc.

      Corporate Credit Rating              CCC/Negative/--

            Rating Lowered; Recovery Rating Unchanged

                     Ply Gem Industries Inc.

                                          To               From
                                          --               ----
     Senior Sub Notes Due 2012            D                CC
       Recovery Rating                    6                6


PREMIUM PROTEIN: Sued by Workers on WARN Act Violation
------------------------------------------------------
According to Bill Rochelle at Bloomberg News, three former
employees of Premium Protein Products LLC filed a class-action
suit in bankruptcy court contending that they and more than 500
other workers were fired without the 60-day notices required by
federal law.

Premium Protein Products, LLC, is an operator of slaughtering and
fabrication operations in Nebraska.  Premium Protein filed for
Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D.
Neb. Case No. 09-43291).  Robert V. Ginn, Esq., at Blackwell
Sanders Peper Martin LLP, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


PROTOSTAR LTD: Creditors, Trustee Oppose $4 Million in Bonuses
--------------------------------------------------------------
ProtoStar Ltd. is facing opposition from the Official Committee of
Unsecured Creditors and the U.S. Trustee to approval for a $4
million bonus pool for eight top managers.

According to Bloomberg's Bill Rochelle, the Committee points out
that ProtoStar's motion doesn't explain how the pool will be
divided.  The U.S. Trustee says that the proposal is in substance
a congressionally banned retention bonus.  The pool is to be about
2 percent of the $210 million sale price for the first of two
satellites to be sold.

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.


PTC ALLIANCE: Obtains Court Authority to Tap DIP Facility
---------------------------------------------------------
PTC Alliance said that on November 12, the Hon. Christopher S.
Sontchi of the U.S. Bankruptcy Court for the District of Delaware
authorized the Company to obtain up to $3 million debtor-in-
possession financing from Black Diamond Capital Management on an
interim basis and, upon entry of the Final Order scheduled for
December 3, up to $7 million.  The Company will use the financing,
together with cash generated from operations, to pay all approved
obligations as they come due during the Chapter 11 process.

"The relief granted by Judge Sontchi helps to remove any
uncertainties and puts PTC Alliance on a clear path to a
successful restructuring," said Peter Whiting, the company's
Chairman and Chief Executive Officer. "PTC Alliance remains on
track to execute a sale that will strengthen the Company's balance
sheet and allow us to continue serving our valued customers for
years to come."

As previously announced, PTC Alliance has entered into an asset
purchase agreement with funds managed by Black Diamond Capital
Management LLC, the pre-petition term lenders, to act as a
"stalking horse" bidder for the sale of substantially all of the
company's assets pursuant to Section 363 of the U.S. Bankruptcy
Code. The bid will be subject to higher and better offers at an
auction on December 16, 2009, and the ultimate sale will be
subject to approval by the Bankruptcy Court at a hearing on
December 17, 2009.

"We are pleased to provide the debtor-in-possession financing
through an uncontested motion and are supportive of what
management is doing to guide the company through the Chapter 11
process," said Christopher Boyle of Black Diamond Capital
Management. "We look forward to owning the company, should we be
selected as the winning bidder for the assets."

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. makes
welded and cold drawn mechanical steel tubing and tubular shapes,
chrome-plated bar products and precision components.  The Company
and its affiliates filed for Chapter 11 protection on October 1,
2009 (Bankr. D. Del. Lead Case No. 09-13395).  The Debtors
selected Reed Smith LLP as their counsel.  PTC Alliance listed,
in its petition, assets between $50 million and $100 million, and
debts between $100 million and $500 million.


READER'S DIGEST: U.K. Pensioners Condemn Plan Outline
-----------------------------------------------------
Law360 reports that the pension fund of the Reader's Digest
Association's U.K. arm has slammed the company's disclosure
statement, saying it fails to consider the Company's underfunded
pension plans.

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


REVLON, INC: RCPC Unit Prices $330MM Sr. Secured Notes Offering
---------------------------------------------------------------
Revlon Consumer Products Corporation, Revlon, Inc.'s wholly owned
operating subsidiary, on November 13, 2009, priced its offering of
$330 million aggregate principal amount of senior secured notes
due 2015, setting the interest rate on such notes at 9-3/4%.

The 9-3/4% Senior Secured Notes will be guaranteed by Revlon Inc.
and RCPC's domestic subsidiaries, which also currently guarantee
RCPC's bank term loan agreement and bank revolver agreement, and
such notes and related guarantees will be secured, subject to
certain exceptions, by liens on the same collateral that currently
secures RCPC's bank term loan agreement on a second priority basis
and liens on the same collateral that currently secures RCPC's
bank revolver agreement on a third-priority basis, subject to
certain exceptions.  The transaction is expected to close on
November 23, 2009, subject to a number of customary closing
conditions.

RCPC intends to use the net proceeds from the offering of the
9-3/4% Senior Secured Notes, together with other cash, to:

     (i) pay the total tender offer consideration in connection
         with RCPC's previously-reported cash tender offer to
         purchase any and all of the $340.5 million outstanding
         aggregate principal amount of its 9-1/2% Senior Notes due
         April 2011; and

    (ii) pay the applicable premium and accrued interest, along
         with related fees and expenses, on any 9-1/2% Senior
         Notes that may be subsequently redeemed by RCPC following
         the tender offer.

The 9-3/4% Senior Secured Notes and the related guarantees will be
offered only to qualified institutional buyers in reliance on Rule
144A under the Securities Act of 1933, as amended, and outside the
United States in compliance with Regulation S under the Securities
Act.  The 9-3/4% Senior Secured Notes and the related guarantees
will not be registered under the Securities Act, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

                           About Revlon

Based in New York, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and beauty care products company.  The Company's vision is to
provide glamour, excitement and innovation to consumers through
high-quality products at affordable prices. Websites featuring
current product and promotional information can be reached at
http://www.revlon.com/ http://www.almay.com/and
http://www.mitchumman.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), ColorSilk(R), Mitchum (R),
Charlie (R), Gatineau(R) and Ultima II (R).

At September 30, 2009, Revlon had $802.0 million in total assets
against total current liabilities of $315.2 million, long-term
debt of $1.147 billion, long-term debt - affiliates of
$107.0 million, long-term pension and other post-retirement plan
liabilities of $209.3 million, other long-term liabilities of
$66.1 million, resulting in $1.04 billion in stockholders'
deficiency.  At September 30, 2009, the Company had a liquidity
position of $173.2 million, consisting of cash and cash
equivalents (net of any outstanding checks) of $59.7 million, as
well as $113.5 million in available borrowings under the 2006
Revolving Credit Facility.


RICK VAUGHAN LOGANBILL: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Joint Debtors: Rick Vaughan Loganbill
                 dba Loganbill Enterprises
               Joan Maria Loganbill
                 dba Loganbill Enterprises
               16399 Sun Rise Lane
               Versailles, MO 65084

Bankruptcy Case No.: 09-22423

Chapter 11 Petition Date: November 17, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: Harry D. Boul, Esq.
                  One East Broadway St., Suite B
                  Columbia, MO 65203
                  Tel: (573) 443-7000
                  Fax: (573) 449-6554
                  Email: hboul@earthlink.net

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

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

According to the schedules, the Company has assets of $1,764,142,
and total debts of $3,133,174.

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

            http://bankrupt.com/misc/mowb09-22423.pdf

The petition was signed by the Joint Debtors.


ROTHSTEIN ROSENFELDT: Burman Critton Wants Record Preserved
-----------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Robert Critton, Esq., of Burman, Critton, Luttier and Coleman LLP,
is asking a court to:

   -- preserve records at Rothstein Rosenfeldt Adler offices in
      Hallandale Beach; and

   -- depose retired judge Herbet Stettin, chief restructuring
      officer placed in charge of the firm during its Chapter 11
      wind-down.

But, Mr. Stettin's attorney tries to block the deposition of the
retired judge for 45 days, Mr. Brinkman notes.  Burman Critton
represents financier Jeffrey Epstein in certain sex cases, which
one victim seeks $50 million in damages, he adds.

Rothstein Rosenfeldt Adler -- http://www.rra-law.com/-- is a law
firm.

Creditors of Florida law firm Rothstein Rosenfeldt Adler PA signed
a petition to send the law firm to bankruptcy (Bankr. S.D. Fla.
Case No. 09-34791).  The petitioners include Bonnie Barnett, who
says she lost $500,000 in legal settlement investments; Aran
Development, Inc., which said it lost $345,000 in investments; and
trade creditor Universal Legal, identified as a recruitment firm,
which said it is owed $7,800.  The creditors say they are owed
money invested in lawsuit settlements.


ROTHSTEIN ROSENFELDT: U.S. Trustee Wants Independent Trustee
------------------------------------------------------------
The U.S. Trustee is asking the Bankruptcy Court to order the
appointment of an independent trustee to oversee the bankruptcy
case of Rothstein Rosenfeldt Adler, reports Martha Neil at
ABAJournal.

An emergency hearing is set for Friday to consider the U.S.
Trustee's request, Ms. Neil notes.

Ms. Neil relates that Scott Rothstein, attorney of the firm,
believe to have transferred $18 million and siphoned about
$250 million last month.  Investors and federal authorities are
figuring out where the monies went, she adds.

Rothstein Rosenfeldt Adler -- http://www.rra-law.com/-- is a law
firm.

Creditors of Florida law firm Rothstein Rosenfeldt Adler PA signed
a petition to send the law firm to bankruptcy (Bankr. S.D. Fla.
Case No. 09-34791).  The petitioners include Bonnie Barnett, who
says she lost $500,000 in legal settlement investments; Aran
Development, Inc., which said it lost $345,000 in investments; and
trade creditor Universal Legal, identified as a recruitment firm,
which said it is owed $7,800.  The creditors say they are owed
money invested in lawsuit settlements.


ROTHSTEIN ROSENFELDT: U.S. Trustee Wants CRO Ousted
---------------------------------------------------
According to Bill Rochelle at Bloomberg News, although creditors
of Rothstein Rosenfeldt Adler PA are satisfied to have the firm's
business handled in bankruptcy by a chief restructuring officer,
the U.S. Trustee interceded with a motion asking for the
appointment of a Chapter 11 trustee.

Rothstein Rosenfeldt's co-founder Scott Rothstein has been
suspected of running a multimillion-dollar Ponzi scheme.  U.S.
authorities claimed in a civil forfeiture lawsuit filed Nov. 9
that Mr. Rothstein, the firm's former chief executive officer,
sold investments in non-existent legal settlements.  Mr. Rothstein
hasn't been charged criminally by U.S. authorities, who continue
to investigate the case.

Creditors of Florida law firm Rothstein Rosenfeldt Adler PA signed
a petition to send the law firm to bankruptcy (Bankr. S.D. Fla.
Case No. 09-34791).  The petitioners include Bonnie Barnett, who
says she lost $500,000 in legal settlement investments; Aran
Development, Inc., which said it lost $345,000 in investments; and
trade creditor Universal Legal, identified as a recruitment firm,
which said it is owed $7,800.  The creditors say they are owed
money invested in lawsuit settlements.


SALANDER-O'REILLY: Proprietor's Country Home Auction Delayed
------------------------------------------------------------
The auction for the country home owned by Lawrence Salander, the
proprietor of the Salander-O'Reilly Galleries LLC, has been
delayed by 30 days to December 16, Bloomberg News reported.

The trustee for the Chapter 7 case of Mr. Salander scheduled a
November 16 auction where a stalking horse bid of $5.1 million
will come from a friend of Mr. Salander.

According to Bloomberg, Michael E. Lewitt, a Boca Raton, Florida,
money manager, wrote to the trustee handling the sale that he
hasn't secured financing but said he could complete it in 45 days.
The deal was scheduled to close November 16, more than two years
after Salander filed for bankruptcy.  Millbrook Real Estate
Partners LLP, of which Lewitt is the managing member, according to
court papers, was the sole bidder.

The postponement buys time for others to bid on the secluded
property 90 miles north of Manhattan, which includes a pond,
baseball diamond, tennis court, pool and guesthouse. The houses
date from 1900.

Mr. Salander was arrested earlier this year and charged with 103
counts.  He was indicted in March by the Manhattan District
Attorney on charges of grand larceny, securities fraud, scheme to
defraud, forgery, criminal possession of a forged instrument,
falsifying business records and perjury relating to an $88 million
scam going back 13 years.

                      About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibited and managed fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries was owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also had membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.,
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq., at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.  The U.S. Bankruptcy
Judge in Poughkeepsie, New York, converted the Chapter 11 case of
Salander and his wife to a liquidation in Chapter 7 in May 2008,
automatically bringing the appointment of a trustee.


SEA LAUNCH: Christopher Picone Named Chief Restructuring Officer
----------------------------------------------------------------
Gerald P. Buccino, Chairman and CEO of Buccino & Associates, said
Christopher L. Picone, a Managing Director in the firm's Chicago
office has been named Chief Restructuring Officer of Sea Launch
Company, LLC, headquartered in Long Beach, California.

Sea Launch -- http://www.sea-launch.com/-- provides launch
services to the commercial satellite industry.  Sea Launch and its
affiliated entities filed voluntary petitions to reorganize under
Chapter 11 of the United States Bankruptcy Code on June 22, 2009.
The petitions were filed in the U.S. Bankruptcy Court in Delaware.
The retention of Buccino & Associates and the appointment of Mr.
Picone as CRO was approved nunc pro tunc by the Bankruptcy Court
on November 16, 2009.  In his capacity as CRO, Mr. Picone will
lead Sea Launch's restructuring efforts. Sea Launch currently
projects emergence from Chapter 11 protection in the first quarter
of 2010.

Mr. Buccino stated "we are pleased with this retention and the
appointment of Mr. Picone as CRO of this unique company and
believe that Mr. Picone's significant leadership, financial and
reorganization skills will prove to be valuable assets to Sea
Launch's reorganization efforts."

In parallel with its focus on the reorganization process, Sea
Launch is currently preparing for the launch of the Intelsat 15
satellite later this month, with a Zenit-3SLB vehicle from Site 45
at the Baikonur Space Center in Kazakhstan.  This is Sea Launch's
fourth and final launch campaign for 2009.

                 About Buccino & Associates, Inc.

Founded in 1981, Buccino & Associates, Inc. is one of America's
premier strategic and financial consulting firms providing clients
comprehensive advisory services designed to enhance cash flow and
position companies for long-term profitability. Services include
strategic and financial assessment of business operations;
turnaround consulting; financial advisory services to lenders,
creditors and other economic stakeholders; crisis and interim
management; valuation; real estate; insolvency and reorganization
services; corporate restructuring; forensic analysis; litigation
support and expert testimony. Buccino & Associates, Inc. has
offices in Chicago and New York.


SEMGROUP LP: Selects Chief Financial Officer
--------------------------------------------
SemGroup, L.P. has selected Bob Fitzgerald as its chief financial
officer.  Fitzgerald will assume the post upon the company's
emergence from Chapter 11 reorganization, which is expected to
occur this month.

"We are pleased to name Bob Fitzgerald as chief financial officer
of SemGroup," said Norm Szydlowski, who will become SemGroup's
president and chief executive officer upon the company's emergence
from Chapter 11.  "Bob brings more than 28 years of experience
dealing with the kinds of sophisticated financial issues that will
be critical to SemGroup as we become a publicly traded company.
His background and talent will make him a tremendous addition to
the SemGroup management team."

Mr. Fitzgerald most recently served as chief financial officer of
Windsor Energy Group in Oklahoma City.  Prior to that, he served
as executive vice president with LinkAmerica Corp. in Broken
Arrow, Oklahoma.  His experience includes 19 years with BP Amoco
in Chicago, Houston, Denver and Tulsa. Fitzgerald has an MBA from
the University of Tulsa and a BBA from Western Illinois
University.  He is also a CPA.

The Hon. Brendan Shannon of the U.S. Bankruptcy Court for the
District of Delaware confirmed SemGroup's Plan of Reorganization
on October 28, 2009.  SemGroup, L.P. and certain subsidiaries
filed voluntary petitions for Chapter 11 under the U.S. Bankruptcy
Code on July 22, 2008.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court
of its Fourth Amended Plan of Reorganization on October 28, 2008.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SENIOR HOUSING: Moody's Affirms 'Ba1' Senior Unsec. Debt Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 senior unsecured
debt rating of Senior Housing Properties Trust and maintained the
positive outlook.

This rating affirmation reflects the substantial progress made by
Senior Housing in terms of growth and diversity, as well as
significant issuances of common equity which have helped the REIT
maintain sound liquidity and credit metrics.  Over the past two
years, Senior Housing acquired about $750 million of medical
office building assets, a strategic plus for the REIT which had
already established a firm foothold in the independent living
facility and assisted living facility spaces, with additional
smaller holdings of skilled nursing facilities, wellness centers
and rehabilitation hospitals.  Positively, Senior Housing's
substantial growth did not come at the expense of its balance
sheet with the REIT posting solid net debt/EBITDA of 3.7x for the
first nine months of 2009 and a strong fixed charge coverage of
4.9x over the same period.  Also, the fundamentals of the senior
housing sector are weathering the recession better than previously
anticipated by Moody's and recent occupancy trends reported by
large public operators tentatively point to signs of
stabilization.

These strengths are counterbalanced by the still challenging
operating environment, material tenant concentration with Five
Star and increased secured debt levels as a result of the large
GSE mortgage financing completed in Q3'09.  There still remains
some uncertainty with respect to senior housing fundamentals,
particularly as it relates to the ILF customers' ability to keep
paying the significant costs of such facilities in the current
difficult economic environment.  Another source of concern is the
ramifications of potential healthcare reform; positively, the
majority of Senior Housing's facilities rely on private pay
sources and are less dependent on government reimbursement.  The
REIT's tenant concentration with Five Star Quality Care, a related
healthcare operator, remains a challenge; still, its exposure to
Five Star is down to 55% of annualized rents at Q3'09 from 68% at
YE07.  In August 2009, Senior Housing closed a $513 million
secured loan with Fannie Mae raising its secured debt level to 19%
of gross assets from 5% previously.  While Moody's views such
secured debt level as material, Moody's acknowledge that the REIT
has no history of previous secured debt issuance and expect Senior
Housing to continue funding itself largely on an unsecured basis
going forward.

The positive rating outlook reflects Senior Housing's ability to
broaden its platform by successfully executing its growth strategy
while maintaining consistent liquidity and credit metrics.  The
REIT's increased size and diversification are expected to lead to
greater earnings stability over the long term, also supporting the
positive rating outlook.

A rating upgrade would be contingent upon stable tenant operating
performance as evidenced by property-level coverage on major
master leases comfortably in excess of 1.0x.  Moody's would also
expect Senior Housing to maintain its conservative credit metrics
and ample liquidity.

The rating outlook would most likely return to stable as a result
of weakened tenant operating performance as demonstrated by the
sustained deterioration in property-level coverage ratios.  A rise
in effective leverage to over 35% of gross assets or a sustained
decline in fixed charge to below 3.0x would also pressure the
rating, particularly given Senior Housing's significant
concentration with Five Star.

These ratings were affirmed with a positive outlook:

* Senior Housing Properties Trust, Inc. -- senior unsecured rating
  at Ba1.

Moody's last rating action with respect to Senior Housing was on
January 16, 2009, when the rating was affirmed at Ba1 and the
rating outlook was revised to positive from stable.

Senior Housing Properties Trust, headquartered in Newton,
Massachusetts, USA, is a REIT that owns independent and assisted
living properties, continuing care retirement communities, nursing
homes, hospitals, wellness centers and medical office, clinic and
biotech laboratory buildings located throughout the United States.
As of September 30, 2009, the REIT reported assets of
approximately $3.0 billion, and shareholders equity of
approximately $1.9 billion.


SIMMONS BEDDING: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Simmons Bedding Company
          aka Simmons Company a Corporation of Delaware
          aka Simmons Company, N.A.
          aka Simmons
          aka Simmons Company (U.S.A.)
          aka Simmons Co.
          aka Simmons Company, a Delaware Corporation
          aka Simmons Bedding
          aka Simmons USA Company
          aka THL Bedding Company
          aka Simmons U.S.A. Company
          aka Simmons U.S.A. Corporation
          aka Simmons Bedding Company
        One Concourse Parkway, Suite 800
        Atlanta, GA 30328

Bankruptcy Case No.: 09-14037

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Simmons Company                            09-14038
Bedding Holdco Incorporated                09-_____
The Simmons Manufacturing Co., LLC         09-_____
Windsor Beddign Co., LLC                   09-_____
World of Sleep Outlets, LLC                09-_____
Simmons Contract Sales, LLC                09-_____
Dreamwell, Ltd.                            09-_____
Simmons Capital Management, LLC            09-_____
Simmons Expert Co.                         09-_____

Chapter 11 Petition Date: November 16, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

About the Business: Simmons Company is a holding company with no
                    operating assets. Through its wholly-owned
                    subsidiary, Bedding Holdco Incorporated, which
                    is also a holding company, Simmons Company
                    owns the common stock of Simmons Bedding
                    Company. All of Simmons Company's business
                    operations are conducted by Simmons Bedding
                    Company and its direct and indirect
                    subsidiaries. Simmons Company, together with
                    its subdisiaries, is one of the largest
                    bedding manufacturers in North America.

Debtors' Counsel: Jason M. Madron
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7595
                  Fax: (302) 651-7701
                  Email: madron@rlf.com

                  Lee E. Kaufman, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  One Rodney Square
                  Wilmington, DE 19801
                  Tel: (302) 651-7582
                  Fax: (302) 651-7701
                  Email: kaufman@rlf.com

                  Mark D. Collins, Esq.
                  Richards Layton & Finger
                  One Rodney Square
                  PO Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: collins@RLF.com

                  Michael Joseph Merchant, Esq.
                  Richards Layton & Finger
                  One Rodney Square
                  PO Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: merchant@rlf.com

                  Travis A. McRoberts, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: mcroberts@rlf.com

Total Assets as of June 27, 2009: $895,970,000

Total Debts as of June 27, 2009: $1,263,522,000

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

            http://bankrupt.com/misc/deb09-14037.pdf

Debtor's List of 50 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
State Street Bank & Trust   Bond Debt              $106,820,000
Company

Goldman Sachs               Bond Debt              $90,595,000

Bank of New York            Bond Debt              $45,626,000
Mellon/Trust

US Bank, NA                 Bond Debt              $31,125,000

JP Morgan Chase Bank, NA    Bond Debt              $29,354,000

JP Morgan Chase Bank,       Bond Debt              $28,165,000
NA/Clear

UMB Bank, NA                Bond Debt              $26,492,000

Northern Trust              Bond Debt              $18,530,000

Bank of New York            Bond Debt              $17,878,000

Credit Suisse Securities    Bond Debt              $17,330,000
U.S.A.

Citibank                    Bond Debt              $13,730,000

Brown Bros.                 Bond Debt              $11,385,000

UBS Securities LLC          Bond Debt              $8,500,000

JP Morgan Chase Bank,       Bond Debt              $7,144,000
NA/CTC

Deutsche Bank               Bond Debt              $4,040,000

Leggett & Platt, Inc.       Trade Debt             $3,793,991

Lehman Brothers             Bond Debt              $3,645,000

Pershing LLC                Bond Debt              $2,550,000

Stifel Financial Corp.      Bond Debt              $2,205,000

Jefferies & Company, Inc.   Bond Debt              $1,924,000

Foamex, L.P.                Trade Debt             $1,394,301

Wells Fargo Bank, NA        Bond Debt              $1,250,000

International Mattresses    Trade Debt             $1,236,857
Co, S.A. de C.V.

Future Foam, Inc.           Trade Debt             $1,083,856

Davis Wire                  Trade Debt             $579,454

Hanes Converting, Co.       Trade Debt             $574,889

Louisville Bedding Company  Trade Debt             $530,988

Vita Nonwovens              Trade Debt             $371,408

Global Textile Alliance,    Trade Debt             $356,909
Inc.

DuPont Company              Trade Debt             $343,374

Barrettewood USA, Inc.      Trade Debt             $327,534

Polymer Group, Inc.         Trade Debt             $321,813

MSC/Retail                  Bond Debt              $297,000

Bekaert Textiles-USA, Inc.  Trade Debt             $287,795

Ashley Furniture            Trade Debt             $279,608
Industries, Inc.

Flexible Foam Products,     Trade Debt             $277,992
Inc.

CULP, Inc.                  Trade Debt             $247,430

Creative Vinyl/Fabrics      Trade Debt             $225,248
Inc.

FFKR Architects Inc.        Trade Debt             $190,920

Latex International         Trade Debt             $186,054

Mid South Extrusion, Inc.   Trade Debt             $172,263

IWF KKH LLC                 Trade Debt             $165,731
dba King Kamehameh

Stanley Bostich Fastening   Trade Debt             $156,456
System

Grand Casino Tunica         Trade Debt             $156,315

AEP-Industries, Inc.        Trade Debt             $134,635

CIG LBV LLC                 Trade Debt             $126,600
c/o Carroll Adams

Blumenthal Print Works      Trade Debt             $117,988

Deslee Textiles USA         Trade Debt             $115,134

Tietex International Ltd.   Trade Debt             $114,580

GS International            Bond Debt              $113,000


A. Simmons Company's List of 50 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
State Street Bank & Trust   Bond Debt              $106,820,000
Company

Goldman Sachs               Bond Debt              $90,595,000

Bank of New York            Bond Debt              $45,626,000
Mellon/Trust

US Bank, NA                 Bond Debt              $31,125,000

JP Morgan Chase Bank, NA    Bond Debt              $29,354,000

JP Morgan Chase Bank,       Bond Debt              $28,165,000
NA/Clear

UMB Bank, NA                Bond Debt              $26,492,000

Northern Trust              Bond Debt              $18,530,000

Bank of New York            Bond Debt              $17,878,000

Credit Suisse Securities    Bond Debt              $17,330,000
U.S.A.

Citibank                    Bond Debt              $13,730,000

Brown Bros.                 Bond Debt              $11,385,000

UBS Securities LLC          Bond Debt              $8,500,000

JP Morgan Chase Bank,       Bond Debt              $7,144,000
NA/CTC

Deutsche Bank               Bond Debt              $4,040,000

Leggett & Platt, Inc.       Trade Debt             $3,793,991

Lehman Brothers             Bond Debt              $3,645,000

Pershing LLC                Bond Debt              $2,550,000

Stifel Financial Corp.      Bond Debt              $2,205,000

Jefferies & Company, Inc.   Bond Debt              $1,924,000

Foamex, L.P.                Trade Debt             $1,394,301

Wells Fargo Bank, NA        Bond Debt              $1,250,000

International Mattresses    Trade Debt             $1,236,857
Co, S.A. de C.V.

Future Foam, Inc.           Trade Debt             $1,083,856

Davis Wire                  Trade Debt             $579,454

Hanes Converting, Co.       Trade Debt             $574,889

Louisville Bedding Company  Trade Debt             $530,988

Vita Nonwovens              Trade Debt             $371,408

Global Textile Alliance,    Trade Debt             $356,909
Inc.

DuPont Company              Trade Debt             $343,374

Barrettewood USA, Inc.      Trade Debt             $327,534

Polymer Group, Inc.         Trade Debt             $321,813

MSC/Retail                  Bond Debt              $297,000

Bekaert Textiles-USA, Inc.  Trade Debt             $287,795

Ashley Furniture            Trade Debt             $279,608
Industries, Inc.

Flexible Foam Products,     Trade Debt             $277,992
Inc.

CULP, Inc.                  Trade Debt             $247,430

Creative Vinyl/Fabrics      Trade Debt             $225,248
Inc.

FFKR Architects Inc.        Trade Debt             $190,920

Latex International         Trade Debt             $186,054

Mid South Extrusion, Inc.   Trade Debt             $172,263

IWF KKH LLC                 Trade Debt             $165,731
dba King Kamehameh

Stanley Bostich Fastening   Trade Debt             $156,456
System

Grand Casino Tunica         Trade Debt             $156,315

AEP-Industries, Inc.        Trade Debt             $134,635

CIG LBV LLC                 Trade Debt             $126,600
c/o Carroll Adams

Blumenthal Print Works      Trade Debt             $117,988

Deslee Textiles USA         Trade Debt             $115,134

Tietex International Ltd.   Trade Debt             $114,580

GS International            Bond Debt              $113,000

The petition was signed by William S. Creekmuir, the company's
executive vice president, chief financial officer, treasurer &
assistant secretary.


SIMMONS BEDDING: Has $15 Million Interim Loan for Prepack Plan
--------------------------------------------------------------
Simmons Bedding Co. and parent Simmons Co. received interim
approval from the Bankruptcy Court to borrow $15 million to
finance the first weeks of the prepackaged Chapter 11
reorganization begun Nov. 16.  At the final financing hearing on
Dec. 10, borrowing power is to increase to $35 million.

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
for the DIP facility.

                      Prepack Chapter 11 Plan

Simmons Bedding and its parent Simmons Co. have filed 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.

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.

Simmons Bedding Company and 9 affiliates filed for Chapter 11 on
Nov. 16, 2009 (Bankr. D. Del. Case No. 09-14037).

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'.


SMURFIT-STONE: Agrees to Allowance of 76 Administrative Claims
--------------------------------------------------------------
Smurfit-Stone Container Corp. and its units tell the Court that
they agree to the allowance of 76 administrative expense claims.
A list of the undisputed claims is available for free at:

          http://bankrupt.com/misc/SmurfUndClaims1.pdf

However, they contend that more than 230 of the administrative
expense claims should not be allowed.

The Disputed Claims include claims filed by:

  Claimants                                            Amount
  ---------                                            ------
  Altstrom Power, Inc.                                $21,343
  Automotive Rentals, Inc.                             75,790
  EII Limited                                          44,203
  Gasburg Land and Timber Co., Inc.                    70,415
  National Freight, Inc.                               17,472
  PPG Industries, Inc.                                725,618
  Quest Graphics                                      299,177
  RMA Enterprises, Inc. (ASM Capital L.P.)             63,237
  Sauceda Jorge                                        60,000
  Sun Machinery Company                                44,115
  Vandeyar, Guy Terrance                               57,560

A list of the Disputed Claims is available for free at:

         http://bankrupt.com/misc/SmurfDispClaims1.pdf

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Court Lifts Stay for Axis Advance of Proceeds
------------------------------------------------------------
At the behest of Smurfit-Stone Container Corp. and its units, the
Bankruptcy Court lifts the automatic stay to allow Axis Insurance
Company, their insurance carrier, to advance insurance proceeds to
pay defense costs of certain insured individuals.

On July 16, 2009, an amended complaint was filed in the case of
Mark W. Mayer, Larry C. Welsh and Brandi Young, individually and
on behalf of the Smurfit-Stone Container Corporation Savings
Plan, the Jefferson Smurfit Corporation Hourly Savings Plan, the
Smurfit-Stone Container Corporation Hourly Savings Plan, and St.
Laurant Paperboard Hourly Savings Plan, against the
Administrative Committee of the Smurfit-Stone Container
Corporation Retirement Plans, Patrick J. Moore, Paul K. Kaufman,
Charles Hinrichs, Ron Hackney and Brian Gardner in the United
States District Court for the Northern District of Illinois.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, notes that the Defendants in the ERISA Litigation all
are, or were, key executives and officers of the Debtors.  He
relates that the allegations in the Complaint are extensive and
complex, but "essentially boil down to the assertion that the
defendants breached their fiduciary duties to the Plans and the
individual plaintiffs over the course of more than a year by
allegedly making imprudent investments with the Plans' assets,
making misrepresentations and failing to disclose material
adverse facts concerning the company's business conditions, debt
management and viability, and not taking appropriate action to
protect the Plans' assets."

Subsequently, on June 18,2009, the Debtors filed a verified
complaint in the United States Bankruptcy Court for the District
of Delaware against the Plaintiffs seeking an extension of the
automatic stay and in conjunction therewith, temporary and
preliminary injunctive relief to apply to the ERISA Litigation.

The Court has not yet decided whether to grant the relief
requested in the Debtors' verified complaint.

Prior to the Petition Date, the Debtors purchased three fiduciary
insurance policies: (i) a primary policy through Axis, with a
$10,000,000 aggregate coverage maximum and a $100,000 deductible
per claim, (ii) an excess policy through the Chubb Group of
Insurance Companies that adds $10,000,000 to the available
aggregate coverage and (iii) a second excess policy through
Navigators Insurance Company that adds $5,000,000 more in
aggregate coverage.

Pursuant to the terms of the Primary Policy, coverage extends to
the Debtors and any individuals who are past, present or future
directors, officers, or trustees of the Debtors or of a Plan, in
their fiduciary or administrator capacity, with respect to a
violation of any of their responsibilities.

Mr. Conlan notes that Axis has provided the Debtors with a
reservation of rights notice with regard to the Primary Policy
and specifically the availability of coverage and the
applicability of specific retention provisions.  He adds that
Axis is prepared to advance defense costs to the defendants in
the ERISA Litigation, which are "Insureds" per the terms of
Primary Policy.  However, Axis is concerned that it may violate
the automatic stay by coverage, in the event it is determined
that the insurance proceeds under the Primary Policy are property
of the Debtors' estates.

Out of an abundance of caution, and in an effort to ease the
concerns of Axis, the Debtors have asked the Court to lift of the
automatic stay.  Mr. Conlan says that the Debtors have determined
that the benefit to their estates from distributing the proceeds
of the Primary Policy on an ongoing basis warrant lifting the
automatic stay, to the extent it may apply, without determining
whether or to what extent the proceeds of the Primary Policy may
constitute property of the Debtors' estates.

"Indeed, if such relief is not granted, and the ERISA Litigation
defendants do not receive access to the proceeds of the Primary
Policy, they may face irreparable harm," Mr. Conlan points out.

Moreover, pursuant to the terms of the Plans, the ERISA
Litigation defendants each are fully indemnified by the Debtors
with respect to their activities and good-faith decisions or
actions on behalf of the Administrative Committee of the Plans or
as otherwise relating to the administration of the plans, Mr.
Conlan notes.

For these reasons, Mr. Conlan submits that it is undoubtedly in
the Debtors' best interests, and the best interests of the
Debtors' estates, to authorize Axis to advance defense costs to
the defendants in the ERISA Litigation.

                           *     *     *

The Court ruled that the automatic stay is modified solely to
allow Axis Insurance Company, to pay, whether in advance or
otherwise, the defense costs of certain insured individuals in the
litigation of a complaint filed by Mark W. Mayer, Larry C. Welsh
and Brandi Young.

The Court's order will not prejudice the rights of Axis to raise
any defenses or reservations with respect to the Primary Policy,
including but not limited to, the availability of coverage and
the applicability of specific retention provisions.

The Official Committee of Unsecured Creditors reserves the right
to file a motion to reinstate the automatic stay.

The Committee's counsel will receive, on a professional eyes only
basis, quarterly reports of the defense costs incurred by Winston
& Strawn LLP, together with a detailed breakdown of
disbursements.  The Committee reserves the right to object to any
fees or disbursements made under the Primary Policy to the extent
they are unreasonable, within 30 days of receipt of the Fee and
Disbursement Report.  Objections that cannot be resolved
consensually will be scheduled for the next omnibus hearing.

The issuance of the Fee and Disbursement Report will not be a
prerequisite to Axis paying or advancing defense costs under the
Primary Policy in respect of fees and expenses detailed in the
Fee and Disbursement Report, subject to adjustment in respect to
future payments or disgorgement by law firms or professionals
should any objection to a Fee and Disbursement Report be
sustained.

In the event Axis refuses to advance or reimburse defense costs
asked by Winston & Strawn, the Committee's counsel will be
provided with notice of the refusal and its reasons.

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Gets Nod for Georgia-Pacific Settlement
------------------------------------------------------
Smurfit-Stone Container Corp. and its units obtained approval of a
settlement agreement with Georgia-Pacific Corrugated I LLC.

Georgia-Pacific and the Debtors previously entered into an
agreement wherein the Debtors agreed to purchase a certain parcel
of real property located at 210 Grove Street, Franklin, Norfolk
County, Massachusetts and certain personal property associated the
property for $15 million.

In connection with the Purchase Agreement, the Debtors entered
into an escrow agreement and deposited $1 million with
LandAmerica Title Insurance Company as earnest money to be
applied against the Purchase Price at closing.  However, the
Parties never closed the transaction contemplated in the Purchase
Agreement.

On January 15, 2009, Georgia-Pacific filed a complaint for breach
of contract in the Superior Court of Fulton County, Georgia
against the Debtors but the State Court Action was stayed because
of the Debtors' Chapter 11 cases.

On June 1, 2009, Georgia-Pacific instituted an adversary
proceeding by filing a complaint for breach of contract and
seeking declaratory and injunctive relief.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, tells the Court that the Parties have discussed a
resolution and, following good faith negotiations, have reached
an agreement resolving all issues relating to the Purchase
Agreement, the Escrow Funds, the State Court Action and the
Adversary Proceeding.

By this motion, the Debtors ask the Court to approve the
Settlement Agreement and authorize them to carry out the terms,
and take all other actions necessary or desirable to implement
the Settlement Agreement's provisions.

The material terms of the Settlement Agreement are:

  * Nothing contained in the Settlement Agreement will
    constitute an admission (i) by the Debtors as to the facts
    alleged in the State Court Action or the Adversary
    Proceeding or (ii) by either the Debtors or Georgia-Pacific
    as to whether or not the Escrow Funds are property of the
    bankruptcy estate.

  * Upon the Court's approval of the Settlement Agreement, the
    Debtors and Georgia-Pacific agree that they will promptly
    provide written instructions to the Escrow Agent directing
    the disbursement of the Escrow Funds:  $700,000 of the
    Escrow Funds will be paid to Georgia-Pacific, and the
    balance of the remaining Escrow Funds, including any accrued
    interest held by the Escrow Agent, will be paid to the
    Debtors.

  * After receipt of the disbursements, the Parties agree that
    they, and their officers, directors, agents, subsidiaries,
    and affiliates, will waive and release any and all claims
    they may have against the other Parties with respect to the
    Purchase Agreement, the Settlement Agreement, the Property,
    the Escrow Agreement, and the Escrow Funds, provided that
    nothing in the Settlement Agreement is intended to waive,
    release, or otherwise settle any other claims between or
    among the Parties including, but not limited to, those
    currently pending in the Debtors' bankruptcy proceeding.

    The Debtors agree that Georgia-Pacific has the right to
    receive the Escrow Funds without holdback, set-off,
    limitation or any other impairment of Georgia Pacific's
    rights to the payment, regardless of any other claims, debts
    or liabilities between the Debtors and Georgia-Pacific,
    including, without limitation, any claims (a) arising under
    or related to Sections 502(d), 544, 547, 548, 549, and 550
    of the Bankruptcy Code and (b) any and all avoidance,
    preference, fraudulent conveyance, and similar actions under
    bankruptcy and state law.

  * Upon the Escrow Agent making the disbursements, Georgia-
    Pacific will take the appropriate actions to dismiss the
    State Court Action and the Adversary Proceeding with
    prejudice.

Mr. Conlan contends that the Settlement Agreement is the product
of extensive good faith negotiations and arm's length bargaining
among the Parties.  Accordingly, the Debtors believe that the
Settlement Agreement is within the Debtors' sound business
judgment and should, therefore, be approved.

Furthermore, the Debtors and Georgia-Pacific have a complex
business relationship and each Party is a customer of the other,
Mr. Conlan notes.  He reasons that approval of the Settlement
Agreement would allow the Debtors and Georgia-Pacific to avoid
contentious litigation which, in turn, would help preserve the
valuable relationship between the Patties.

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SPANSION INC: Directors Report Acquisition of Stock
---------------------------------------------------
In separate Form 4 filings with the U.S. Securities and Exchange
Commission, officers and directors of Spansion Inc., disclosed
that they acquired shares of Spansion Class A Common Stock:

                                             Shares
                              Shares         Beneficially Owned
Officer              Date     Acquired       After Transaction
--------             ----     --------       ------------------
Thomas T. Eby    10/28/09      2,250              66,624
David K. Chao    10/28/09      1,250              27,500
Ahmed Nawaz      10/28/09      2,250              25,835

Mr. Nawaz further disclosed that he disposed of 900 shares of
Class A common stock on October 29, 2009, at $0.22 per share.  At
the end of the transaction, Mr. Nawaz beneficially owned 24,935
shares.

Moreover, the officers and directors disclosed that they disposed
of derivative securities of Restricted Stock Units:

                                         Derived Shares
                            Shares       Beneficially Owned
Officer           Date      Disposed     After Transaction
--------          ----      --------     ------------------
Thomas T. Eby 10/28/09        2,250           22,500
David K. Chao 10/28/09        1,250            1,250
Ahmed Nawaz   10/28/09        2,250           22,500

Each restricted stock unit represents a contingent right to
receive one share of Spansion Inc. Class A Common Stock.  There
is no exercise price or expiration date.

Restricted stock units were granted to Mr. Eby on April 28, 2008,
and vest over a four-year period.  One quarter of the shares
subject to the award vested on the one year anniversary date.
The remaining shares subject to the award vest in equal
installments quarterly, until 100% vested on April 28, 2012.
Vested shares are delivered to the reporting person on each
vesting date.

Restricted stock units were granted to Mr. Chao on December 15,
2005, and vest over a four-year period.  One quarter of the
shares subject to the award vested on January 8, 2007.  The
remaining shares subject to the award vest in equal installments
quarterly, until 100% vested on January 28, 2010.  Vested shares
are delivered to the reporting person on each vesting date.

Restricted stock units were granted to Mr. Nawaz on April 28,
2008, and vest over a four-year period.  One quarter of the
shares subject to the award vested on the one year anniversary
date.  The remaining shares subject to the award vest in equal
installments quarterly, until 100% vested on April 28, 2012.
Vested shares are delivered to the reporting person on each
vesting date.

                        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: Professionals Get Nod for Interim Fee Applications
----------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code,
professionals of the Debtors and the Official Committee of
Unsecured Creditors seek payment of their fees and reimbursement
of their expenses:

A. Debtors' Professionals

Professional                  Period         Fees      Expenses
------------                  ------         ----      --------
Brincko Associates, Inc.,    08/01/09-
                             08/31/09    $157,817       $12,522

Warren H. Smith &            10/01/09-
Associates, P.C.             10/31/09      19,441           848

Warren H. Smith serves as the Court's fee examiner.  Brincko
Associates serves as the Debtors' restructuring professionals.

The Debtors certified to the Court that no objections were filed
as to these professionals' fee applications.  Accordingly, the
Debtors are now authorized to pay these professionals 80% of fees
and 100% of expenses requested:

Professional                            80% Fees  100% Expenses
------------                            --------  -------------
Ernst & Young LLP                       $378,480         $694
Brincko Associates Inc.                  126,408       23,688
Duane Morris LLP                         209,472        5,362
Latham & Watkins LLP                   2,290,869       61,619
Gordian Group, LLC                       180,000       25,432
K&L Gates LLP                            513,672      209,119
Baker & McKenzie, LLP                    287,502        2,708
Wilson Sonsini Goodrich & Rosati, P.C.    36,603            0
KPMG LLP                                 185,755        6,434
Sitrick And Company Inc.                   1,522            0
King & Spalding LLP                    2,324,166       51,880

B. Professionals of the Official Committee on Unsecured Creditors

Professional                  Period         Fees      Expenses
------------                  ------         ----      --------
Paul, Hastings, Janofsky &   08/01/09-
Walker LLP                   08/31/09    $291,824       $3,953

Paul, Hastings, Janofsky &   07/01/09-
Walker LLP                   07/31/09     237,462        7,683

Landis Rath & Cobb LLP       09/03/09-
                             10/31/09      28,645          484

Landis Rath serves as conflicts counsel to the Committee.  Paul
Hastings serves as the Committee's counsel.

The Committee certified to the Court that no objections were
filed as to these professionals' fee applications.  Accordingly,
the Debtors are now authorized to pay these professionals 80% of
fees and 100% of expenses requested:

Professional                            80% Fees  100% Expenses
------------                            --------   -------------
Paul, Hastings, Janofsky & Walker LLP   $638,372     $23,799
Paul, Hastings, Janofsky & Walker LLP    289,454      13,063
Paul, Hastings, Janofsky & Walker LLP    125,198      12,787
FTI Consulting, Inc.                     120,000           0

                        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)


STANDARD FORWARDING: Files for Bankruptcy; Puts Benefits in Limbo
-----------------------------------------------------------------
Kurt Allemeier at Quad-City Times relates that Standard Forwarding
Company made a voluntary Chapter 11 filing, citing struggling
economy, and health and pension benefits issues.

The Company plans a sale of its assets under Section 363 of the
U.S. Bankruptcy Code to an unnamed purchaser, said a company
official with knowledge of the matter.  The sale process is
expected to be completed by late December or early January, the
person stated.

"We have out-of-control costs that need to be brought under
control," Mr. Allemeier quote company president John Ward as
saying.  Mr. Ward said employee levels aren't expected to change
with the sale but the future of employee pensions is uncertain.

The new owner will be faced with negotiating collective bargaining
agreements and is looking at whether to assume certain employee
obligations, Mr. Allemeier notes.

Standard Forwarding Company -- https://www.standardforwarding.com/
-- offers freight transportation services.


STATE OF CALIFORNIA: Report Projects $21 Billion Budget Shortfall
-----------------------------------------------------------------
"California is deep in red ink again, with a new report projecting
that the cash-strapped state faces a $21 billion budget shortfall
over the next year and a half," The Wall Street Journal's Stu Woo
says citing a report published Wednesday by the California
legislature's nonpartisan analyst.

Ms. Woo says the report painted a grim picture of the state's
finances, with a $6 billion gap forecast in the current fiscal-
year plan that goes until June 2010.  An additional $14 billion
deficit is projected for the 2010-2011 fiscal year.

"More red ink for the state means Californians could see another
round of spending cuts and tax increases. Since September 2008,
state lawmakers have enacted three budgets to close a cumulative
$75 billion shortfall. They closed the gap largely through
spending cuts and tax increases, but also through the use of
federal-stimulus funds and one-time accounting gimmicks. At one
point, California was so close to insolvency that the state issued
IOUs," according to Ms. Woo.

According to Ms. Woo, the report's conclusions raise the
likelihood of another lengthy impasse among hyperpartisan state
legislators that could again threaten the state's solvency and
force officials to issue IOUs.  Ms. Woo notes Republicans,
including Gov. Arnold Schwarzenegger, are opposing tax increases;
Democrats, who control the state legislature but fall short of the
two-thirds majority needed to pass budgets, vow to resist new
spending cuts.

Ms. Woo reports that John Chiang, the state's Democratic
controller, said on Wednesday that California could have trouble
making payments as early as spring 2010 if tax revenue remains
below forecasts, among other reasons.  "We don't want to revisit
the dangerous scenario we were in twice last year," Mr. Chiang
said of the delayed payments, according to Ms. Woo.  "It's all in
the governor's and legislature's hands, and if they're serious
about protecting Californians, they'll resolve it quickly."

The Journal relates Mr. Schwarzenegger, who will release a budget
proposal in early January, has said the state needs more across-
the-board cuts to balance its books. "I think it's important not
to raise revenues, not to raise taxes," he said Wednesday at a
conference in Milan. "We have to live within our means."

The Journal says the new budget report said $6 billion of the
shortfall in the current fiscal year would come largely from
unrealistic budget assumptions about tax revenue and spending on
schools and prisons.  The remaining $14 billion deficit in the
2010-11 fiscal-year budget would result from the expiration of
temporary budget solutions, such as use of federal-stimulus funds
and accounting gimmicks, according to the report.

According to Ms. Woo, economist Bill Watkins, director of the
Center for Economic Research and Forecasting at California
Lutheran University, said the state needs a combination of tax-
revenue growth and spending cuts to solve its problems.

"What the state needs to start fundamentally thinking is how to
generate economic activity, because without economic activity,
[lawmakers] will never get the situation under control," Mr.
Watkins said, Ms. Woo says.


STINSON PETROLEUM: Has Until November 30 to Access Cash Collateral
------------------------------------------------------------------
The Hon. Neil P. Olack of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Stinson Petroleum
Company Inc.'s continued access to the cash collateral of
Community Bank.  Community Bank agreed to continue and extend the
postpetition financing until Nov. 30, 2009.

As reported in the Troubled Company Reporter on Oct. 29, 2009, the
bank will loan the Debtor $1.95 million on a revolving basis, of
which, the loan proceeds will be used solely for purposes of
operating the Debtor's business.

The interest rate, effective Sept. 29, 2009, for the postpetition
financing will be 8%.

The Court also ordered that all account receivable payments will
be forwarded to the lockbox established by the bank and under the
direction and control of Jabez Group, LLC as the Debtor's third
party analyst.

As reported in the Troubled Company Reporter on Aug. 27, 2009, the
Debtor owed $4,605,715, to Community Bank and admitted that the
bank hold valid, perfect and enforceable liens and security
interest in all of the prepetition collateral.

Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed
for Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Miss. Case No. 09-
51663).  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  Harris Jernigan &
Geno, PPLC, represents the Debtor in its restructuring efforts.
In its petition, the Debtor listed assets and debts both ranging
from $10,000,001 to $50,000,000.


SUN ROOM DESIGNS: Has $150,000 Offer in Hand for All Assets
-----------------------------------------------------------
Subject to any higher and better offers, Sun Room Designes, Inc.,
will ask the Honorable Judith K. Fiztgerald to approve the sale of
its business and business assets for $150,000 at a 9:30 a.m.
hearing in Pittsburgh on Nov. 18, 2009.

Requests for information about the sale should be directed to the
Debtor's counsel:

         Robert H. Slone, Esq.
         MAHADY & MAHADY
         223 South Maple Avenue
         Greensburg, PA 15601
         Telephone: (724) 834-2990

Sun Room Designs, Inc. -- http://www.sunroomdesigns.com/-- filed
a Chapter 11 petition (Bankr. W.D. Pa. Case No. 08-26819) on
October 13, 2009.  A copy of the Debtor's Chapter 11 is available
at http://bankrupt.com/misc/pawb08-26819.pdfat no charge.


TOUSA INC: Proposes to Reject Kendall Pointe Agreements
-------------------------------------------------------
Tousa Inc. and its units seek the Court's authority to reject
executory contracts related to a property development known as
Kendall Pointe nunc pro tunc to the Petition Date.

Debtor TOUSA Homes Florida, L.P., is the owner of a tract of land
intended for the Kendall Pointe residential development.  In
January 2006, TOUSA Florida entered into and recorded against the
Property a declaration of covenants and restrictions.  The
Declaration imposes certain contractual obligations on the Debtor
during the time period between the Debtor's commencement of the
property development and the Debtors' sell-out of all of the
developed lots within the Property to builders or home buyers.
The Debtor's contractual obligations include the requirement to:

  (a) either fund excess expenses incurred by the homeowners
      association, the Townhomes of Kendall Pointe Homeowners
      Association created by the Debtor to operate and manage
      the common areas of the development or pay an amount equal
      to the number of developer's unsold lots times the amount
      of assessments levied against homeowners; and

  (b) construct various recreational facilities within the
      development.

In addition, the Debtor entered into certain oral and written
development obligations related to Kendall Pointe, including the
obligation to construct and complete certain horizontal
infrastructure facilities, including completion of pavement of
roadways.

The Debtor has determined that its Contract Obligations are
burdensome because the cost to perform them is greater than the
benefit to its estate.  Paul Steven Singerman, Esq., at Berger
Singerman, P.A., in Miami, Florida, relates that the Debtor's
decision is consistent with a revised business plan that has been
filed under seal with the Court.

He further clarifies that the Debtor's rejection of the
Declaration Obligations does not destroy the scheme of
development contemplated by the Declaration's covenants that run
with the land.  It is only the Debtor's personal obligations
during the time frame between filing of the Petition Date and
sale of the development lots that are affected, Mr. Singerman
elaborates.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Rejects 46 Marketing & Equipment Agreements
------------------------------------------------------
Tousa Inc. and its units sought and obtained seek the Court's
authority to reject these contracts:

  (1) three agreements relating to advertising and marketing
      services entered between Debtor TOUSA Homes, Inc., and
      (i) Fraser Wallace Advertising, (ii) Move, and (iii) GBR
      Associates, Inc.

  (2) 43 lease agreements for equipment, including on-site
      trailers, meter machines, fax machines and copiers.

A list of the contracts to be rejected is available for free at:

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

The Debtors tell the Court that the agreements are no longer
necessary or beneficial to their business operations.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Seeks Summary Judgment Against Insurers
--------------------------------------------------
TOUSA, Inc., and its debtor affiliates initiated a complaint,
seeking to enforce contractual obligations owed by two groups of
insurers who sold directors and officers insurance policies to
them.  The Insurer Defendants are:

  (1) Federal Insurance Company; Zurich American Insurance
      Company; The St. Paul Travelers Co., Inc.; National Union
      Fire Insurance Company of Pittsburgh, Pa; Arch Insurance
      Company; AXIS Reinsurance Company; and XL Insurance
      (Bermuda) Ltd., collectively known as the Federal Tower
      Group; and

  (2) XL Specialty Insurance Company and National Union Fire
      Insurance Company of Pittsburgh, Pa; Westchester Fire
      Insurance Company; AXIS Reinsurance Company; RSUI
      Indemnity Company; Allied World Assurance Company (U.S.)
      Inc.; Beazley Insurance Company, Inc.; and XL Insurance
      (Bermuda) Ltd., collectively known as the XL Tower Group.

The Debtors allege that the Insurers Defendants refused to fund
the defense of their directors and officers that were implicated
by the complaint the Official Committee of Unsecured Creditors
commenced against 19 directors and officers of the Debtors and
Technical Olympic, S.A., on June 9, 2009.

The Debtors purchased D&O insurance for their own benefit, and
that of their D&Os, on a continuous basis from the Insurer
Defendants, Paul Steven Singerman, Esq., at Berger Singerman,
P.A., in Miami, Florida, tells the Court.  Federal Insurance
Company is the primary insurer of a $100 million tower of
insurance for the first policy period, which ran from Dec. 15,
2005 through Dec. 15, 2006.  XL Specialty Insurance Company is
the lead insurer of a second $100 million tower for the ensuing
policy, which ran from Dec. 15, 2006 through Dec. 15, 2007 and
was later extended to provide coverage through Dec. 15, 2009.

Mr. Singerman asserts that the Debtors paid the Insurer
Defendants millions of dollars in premium for the Policies,
knowing that it was of paramount importance to protect their D&Os
in the event of claims seeking to hold the D&Os personally
liable.  In light of the Committee's June 2009 D&O Complaint, the
D&Os are now faced with those kinds of claims.

Federal Insurance and XL Specialty have denied coverage for the
D&O Action, with each insisting that the claims at issue in the
D&O Action were not made during the coverage period for their
respective Policies.  For its part, XL Specialty asserted that
even though the D&O Action was filed in 2009, it is related to
the "Transeastern Litigation" filed during the Federal Insurance
policy period and it thus relates back to become Federal
Insurance's responsibility.  Conversely, Federal Insurance
asserted that the D&O Action is not related to the Transeastern
Litigation, making it XL Specialty's claim to cover.

The Debtors insist that the D&Os are entitled to coverage for
defense costs under the Federal Insurance and XL Specialty
Policies resulting from the D&O Action.  Mr. Singerman asserts
that all conditions precedent to Insurer Defendants' obligations
to pay the Defense Costs incurred by the D&Os in the D&O Action
have been met.

To the extent any condition precedent to Insurer Defendants'
obligations to pay has not been met, the Debtors allege that
Federal Insurance and XL Specialty were not prejudiced by the
non-occurrence of any condition.

The Debtors further argue that Federal Insurance and XL Specialty
breached their obligations to pay for Defense Costs by declining
coverage in relation to the D&O Action.  As a result, the Debtors
and the D&Os have suffered and will continue to suffer damages
and other losses and will be incurring damages in an amount to be
proven, Mr. Singerman asserts.

Accordingly, the Debtors ask the Court to enter a judgment:

  (a) declaring that their Defense Costs resulting from the D&O
      Action are covered under the Federal Insurance and XL
      Specialty Policies;

  (b) enjoining the Federal Tower Group and XL Specialty Group
      from failing and refusing coverage to the Debtors and D&Os
      for any portion of the Defense Costs;

  (c) granting the Debtors' and D&Os' specific performance of
      the Federal Insurance and XL Specialty Policies with
      respect to Defense Costs, which have already been incurred
      as a result of the D&O Action;

  (d) declaring and adjudging the rights and obligations of the
      parties under the Federal and XL Specialty Policies with
      respect to Defense Costs resulting from the D&O Action;

  (e) awarding money damages, together with pre-judgment and
      post-judgment interest to the Debtors;

  (f) awarding costs of the lawsuit and counsel fees; and

  (g) requiring specific performance by Insurer Defendants in
      accordance with the Federal Insurance and XL Specialty
      Policies with respect to Defense Costs resulting from the
      D&O Action.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOWERCO II: S&P Assigns Corporate Credit Rating at 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Cary, North Carolina-based
communications tower operator TowerCo II Holdings LLC.  In
addition, S&P assigned its 'BB' issue-level and '1' recovery
ratings to subsidiary TowerCo Finance LLC's proposed $240 million
credit facility.  The facility will consist of a $200 million term
loan B due 2014 and a $40 million revolving credit facility due
2012.  Proceeds will be used return of capital to the company's
equity holders and for general corporate purposes.  The outlook is
stable.

"The ratings on TowerCo reflect, in S&P's opinion, the company's
highly leveraged financial profile," said Standard & Poor's credit
analyst Naveen Sarma.  S&P estimates the company's leverage at
10.1x debt to latest-12-month EBITDA, pro forma for the
transaction and adjusted for operating leases.  "This leverage
overshadows the company's strong investment-grade business risk
profile," added Mr. Sarma.  TowerCo is the fifth-largest
independent tower operator in the U.S., with a total portfolio of
over 3,100 towers.


TRIBUNE CO: Wants Plan Exclusivity Until March 31
-------------------------------------------------
Tribune Company and its debtor affiliates ask Judge Kevin J. Carey
of the U.S. Bankruptcy Court for the District of Delaware to
further extend their exclusive periods to file a plan of
reorganization through March 31, 2010 and to solicit acceptances
of that Plan through May 31, 2010.

James F. Conlan, Esq., at Sidley Austin, LLP, in Chicago,
Illinois, tells the Court that approximately 12 months after the
Petition Date, most of the prerequisites to the filing of the Plan
have been accomplished.  Mr. Conlan avers that:

  (a) the Debtors' businesses have been stabilized and
      recoveries have been substantially enhanced by the
      management team's success in achieving profitable
      operating results exceeding those of most of the Debtors'
      newspaper and broadcasting industry peers;

  (b) a multi-year business plan and proposed post-effective
      date capital structure have been developed and shared with
      the Debtors' main creditor constituencies;

  (c) extensive operational, financial and legal analyses
      related to the Plan have been conducted and discussed with
      those same constituencies; and

  (d) substantial progress has been made in completing most of
      the "case administration" tasks required to bring the
      bankruptcy cases to resolution.

According to the Debtors, their efforts to reposition and
stabilize their businesses through cost savings and revenue
enhancing strategies have resulted in projected operating cash
flow of approximately $400 million in 2009, an amount nearly
double their original operating plan.  The Debtors add that as of
the general bar date for filing proofs of claim, more than 6,000
proofs of claim were filed; in total, more than 38,000 claims
totaling approximately $606 billion have been scheduled.  The
Debtors further note that they also obtained orders from Court
authorizing rejection of more than 70 real estate leases and
subleases for annual cost savings exceeding $15 million for
properties no longer required for the Debtors' ongoing business
operations.

According to Tribune, the obstacle to proposing and confirming a
plan is completion of the investigation being undertaken by the
Official Committee of Unsecured Creditors into whether the $13.8
billion leveraged buyout led by Sam Zell in December 2007 resulted
in a fraudulent transfer.  The Law Debenture Trust Company of New
York, as successor indenture trustee for 18% of the senior notes
issued by Tribune, had also sought discovery, asserting that the
transaction -- where Tribune incurred $11.2 billion in secured
debt -- did not benefit Tribune, which filed for bankruptcy just a
year after the LBO.

"Indeed, at this juncture the principal remaining task to be
addressed is to bring the review of the Debtors' prepetition
Leveraged [Employee Stock Ownership Plan] Transactions to a prompt
conclusion," Mr. Conlan asserts.  He tells the Court that 30
entities and persons involved with the Leveraged ESOP Transactions
have responded to numerous informal document production requests
since spring of 2009.  In addition, she notes, the Debtors have
supported requests for access to this material from Law Debenture
Trust Company of New York, as successor trustee for the 6.61%
debentures due 2027 and the 7 1/4% debentures due 2096, and
Centerbridge Credit Advisors LLC, which appears to hold a large
amount of Tribune's public notes.

The hearing to consider the Debtors' request is scheduled on
December 1, 2009.  Pursuant to Del. Bankr. LR 9006-2, the Debtors'
exclusive Plan filing period is automatically extended until the
conclusion of that hearing.

                         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: Alvarez & Marsal Charges $2.4MM for June to September
-----------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, these
professionals hired in Tribune Co.'s bankruptcy cases filed
interim fee applications:

A. Debtors' Professionals

Professional                Period          Fees       Expenses
------------                ------          ----       --------
Cole, Schotz, Meisel,    06/01/09-
Forman & Leonard, P.A.   08/31/09       $301,622       $18,211

Dow Lohnes PLLC          05/26/09-
                          08/31/09       568,590          3,837

Jenner & Block LLP       06/01/09-
                          08/31/09        84,368          1,355

Lazard Freres & Co. LLC  03/01/09-
                          05/31/09       600,000         15,413

Stuart Maue              03/01/09-
                          05/31/09        26,439              0

Alvarez & Marsal North   06/01/09-
America, LLC             08/31/09     1,946,213         16,148

Alvarez & Marsal North   09/01/09-
America, LLC             09/30/09       528,887          3,204

Daniel J. Edelman, Inc.  06/01/09-
                          08/31/09        18,908              0

Ernst & Young LLP        05/31/09-
                          08/31/09       555,000          6,438

Ernst & Young LLP        09/01/09-
                          09/30/09        30,260            100

Lazard Freres & Co. LLC  06/01/09-
                          08/31/09       600,000        139,005

Paul, Hastings, Janofsky  06/01/09-
& Walker LLP              08/31/09       248,499         1,368

Paul, Hastings, Janofsky  09/01/09-
& Walker LLP              09/30/09        54,505            44

Sidley Austin LLP        06/01/09-
                          08/31/09     4,513,018         99,429

Sidley Austin LLP        09/01/09-
                          09/30/09     1,873,127         52,970

Mercer (US) Inc.         06/01/09-
                          06/30/09        69,088          4,917

Mercer (US) Inc.         07/01/09-
                          07/31/09       136,556         11,489

Mercer (US) Inc.         08/01/09-
                          08/31/09        51,822          6,086

Mercer (US) Inc.         06/01/09-
                          08/31/09       257,466         22,492

Deloitte & Touche LLP    06/26/09-
                          08/31/09        84,010            163

Jones Day                06/01/09-
                          08/31/09        46,925             43

PricewaterhouseCoopers    06/01/09-
LLP                       08/31/09       617,876         3,694

Dow Lohnes PLLC          09/01/09-
                          09/30/09       267,570          2,630

Stuart Maue              09/01/09-
                          09/30/09        36,160             97

Stuart Maue              06/01/09-
                          08/31/09        58,937              0

Daniel J. Edelman, Inc.  09/01/09-
                          09/30/09         2,450              0

Reed Smith LLP           09/01/09-
                          09/30/09        15,576            241

Jenner & Block LLP       09/01/09-
                          09/30/09         8,121            778

PwC serves as the Debtors' tax advisors and independent auditors.
Sidley Austin serves as the Debtors' counsel.  Mercer acts as
compensation consultant to the Debtors.  Paul Hastings is the
Debtors' counsel for general real estate.  Cole Schotz serves as
co-counsel to the Debtors.  Dow Lohnes acts as special regulatory
counsel to the Debtors.  Jenner & Block serves as the Debtors'
special counsel.  Lazard Freres is the Debtors' investment banker
and financial advisor.  Stuart Maue is the fee examiner.  Alvarez
& Marsal serves as restructuring advisors to the Debtors.  Daniel
Edelman acts as corporate communications and investor relations
consultants for the Debtors.  Ernst & Young provides valuation and
business modeling, and marketing survey services to the Debtors.
Deloittee & Touche serves as financial and accounting advisors to
the Debtors.  Jones Day is the Debtors' litigation counsel.  Dow
Lohnes acts as the Debtors' special counsel.  Stuart Maue fee
serves as the examiner.  Reed Smith and Jenner & Block are special
counsel to the Debtors.

The Debtors said they received no objections as to these
professionals' monthly fee applications:

Professional                                            Period
------------                                            ------
Alvarez & Marsal North America, LLC          08/01/09-08/31/09
Alvarez & Marsal North America, LLC          06/01/09-08/31/09
Jones Day                                    07/01/09-08/31/09
Jones Day                                    06/01/09-08/31/09
Dow Lohnes PLLC                              08/01/09-08/31/09
Dow Lohnes PLLC                              05/26/09-08/31/09
Stuart Maue                                  08/01/09-08/31/09
PricewaterhouseCoopers LLP                   07/01/09-07/31/09
PricewaterhouseCoopers LLP                   08/01/09-08/31/09
PricewaterhouseCoopers LLP                   06/01/09-08/31/09
Sidley Austin LLP                            08/01/09-08/31/09
Sidley Austin LLP                            06/01/09-08/31/09
Cole, Schotz, Meisel, Forman & Leonard, P.A. 08/01/09-08/31/09
Cole, Schotz, Meisel, Forman & Leonard, P.A. 06/01/09-08/31/09
Paul, Hastings, Janofsky & Walker LLP        08/01/09-08/31/09
Paul, Hastings, Janofsky & Walker LLP        06/01/09-08/31/09
Reed Smith LLP                               08/01/09-08/31/09
Daniel J. Edelman, Inc.                      08/01/09-08/31/09
Daniel J. Edelman, Inc.                      06/01/09-08/31/09
Jenner Block LLP                             08/01/09-08/31/09
Jenner Block LLP                             06/01/09-08/31/09
McDermott Will & Emery LLP                   05/01/09-05/31/09
McDermott Will & Emery LLP                   03/01/09-05/31/09
Ernst & Young LLP                            05/31/09-08/31/09
Lazard Freres & Co. LLC                      03/01/09-05/31/09
Lazard Freres & Co. LLC                      07/01/07-07/31/09
Lazard Freres & Co. LLC                      08/01/09-08/31/09
Lazard Freres & Co. LLC                      06/01/09-08/31/09
Deloitte & Touche LLP                        06/26/09-08/31/09
Mercer (US) Inc.                             06/01/09-06/30/09
Mercer (US) Inc.                             07/01/09-07/31/09
Mercer (US) Inc.                             08/01/09-08/31/09
Mercer (US) Inc.                             06/01/09-08/31/09

B. Professionals of the Official Committee of Unsecured Creditors

Professional                Period          Fees       Expenses
------------                ------          ----       --------
Chadbourne & Parke LLP   06/01/09-
                          08/31/09      $3,630,934     $122,055

Chadbourne & Parke LLP   08/01/09-
                          08/31/09       1,450,944       52,216

Chadbourne & Parke LLP   09/01/09-
                          09/30/09       1,418,350       40,049

Landis Rath & Cobb LLP   06/01/09-
                          08/31/09         230,459       14,582

Landis Rath & Cobb LLP   09/01/09-
                          09/30/09          59,285        2,746

Moelis & Company LLC     06/01/09-
                          08/31/09         600,000       28,642

Moelis & Company LLC     09/01/09-
                          09/30/09         200,000        2,687

AlixPartners, LLP        09/01/09-
                          09/30/09         372,528       14,191

Committee Members        09/01/09-
                          09/30/09               -          335

Zuckerman Spaeder LLP    09/01/09-
                          09/31/09         410,341       12,520

Chadbourne & Parke serves as co-counsel to the Committee.  Landis
Rath serves as co-counsel to the Committee.  Moelis & Company is
the Committee's investment banker.  Zuckerman serves as the
Committee's counsel.

The Committee said it received no objections as to these
professionals' fee applications:

Professional                                           Period
------------                                           ------
Chadbourne & Parke LLP                      08/01/09-08/31/09
Chadbourne & Parke LLP                      08/01/09-08/31/09
AlixPartners, LLP                           08/01/09-08/31/09
Landis Rath & Cobb LLP                      08/01/09-08/31/09
Committee Members                           08/01/09-08/31/09
Zuckerman Spaeder LLP                       08/06/09-08/31/09
Moelis & Company LLC                        08/31/09-08/31/09

Chadbourne & Parke subsequently withdrew the certificate of no
objection stating that the document was filed in error.

                      Fee Examiner's Report

Stuart Maue, in its capacity as fee examiner, recommends approval
of Mercer (US) Inc.'s fees for $116,170 and reimbursement of
expenses totaling $29, for the period from January 12, 2009,
through February 28, 2009.  The recommended expenses reflect a
reduction by $110.

In a separate report, Stuart Maue recommends approval of McDermott
Will & Emery LLP's fees totaling $416,947 and reimbursement of
expenses for $1,489, for the period from December 8, 2008, through
February 28, 2009.  McDermott's recommended fees represent a
reduction by $113,557 and its recommended reflects a reduction by
$5,318.

                         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: ASM Capital & Claims Recovery Buying Claims
-------------------------------------------------------
Creditors, from October 15 to November 11, 2009, notified the
Court that they intend to transfer each of their claims against
Tribune Co.:

                                                         Claim
Transferor                     Transferee                Amount
----------                     ----------                ------
Los Angeles Clippers         ASM Capital III, L.P.     $254,032
Los Angeles Clippers         ASM Capital III, L.P.        4,648
SQAD Inc.                    ASM Capital, L.P.            6,618
CTV Television Inc.          ASM Capital, L.P.          191,558
Industrial Powersource       Claims Recovery Group LLC   20,971
Keenan Group Inc.            Claims Recovery Group LLC    1,778
AKE LLC                      Claims Recovery Group LLC    2,500
Hyster New England           Claims Recovery Group LLC    1,535
Enginex Environmental
Engineering LLC              Claims Recovery Group LLC    3,139
Lembach, Dayle               ASM Capital, L.P.            2,700
The Baron Group              ASM Capital, L.P.            4,032
Unique Products & Service    ASM Capital, L.P.            9,801
Online Resources Corporation ASM Capital, L.P.           25,322
Nashville Agency             ASM Capital, L.P.            3,750
Targetcom LLC                ASM Capital, L.P.            3,000
Dunbar Armored Inc           Claims Recovery Group LLC    2,486
Hayes Group LLC-Choice       Claims Recovery Group LLC    1,972
Max Media of Hampton Roads   Claims Recovery Group LLC    1,853
Rainbow Printing of Maryland Claims Recovery Group LLC    2,476
Scranton Label Inc.          Claims Recovery Group LLC      951
Mindzoo LLC                  ASM Capital, L.P.            4,992
Poitras, Steven Scott        ASM Capital, L.P.            2,509
Ernst Hertzberg & Sons       ASM Capital, L.P.            5,408
Bankrate Inc                 ASM Capital, L.P.            2,893
Data Partners Inc            ASM Capital, L.P.            2,830
Barkwork                     ASM Capital, L.P.            3,921
Bond Painting Company Inc    ASM Capital, L.P.           13,611
SAS-ROI Retail Merchandising ASM Capital, L.P.            3,139
3rd Dimension Inc.           Longacre Opportunity Fund   24,214
Goalgetters Inc.             Longacre Opportunity Fund    2,303
Goalgetters Inc.             Longacre Opportunity Fund        -
Data Service Solutions Inc.  ASM Capital III, L.P.       42,252
JP Engineering Inc           Claims Recovery Group LLC    1,000

                         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)


TRIPLE CROWN MEDIA: Won't File Form 10-Q for Sept. 30 Quarter
-------------------------------------------------------------
Triple Crown Media, Inc., said it is not in a position to file its
Periodic Report on Form 10-Q for the fiscal quarter ended
September 30, 2009.

The Company also has not filed its Periodic Report on Form 10-K
for the fiscal year ended June 30, 2009.

On September 14, 2009, Triple Crown Media filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code before
the U.S. Bankruptcy Court for the District of Delaware (Case No.
09-13181).

Triple Crown Media said during its chapter 11 proceeding, it will
not have the resources to prepare the Forms 10-Q, as they will be
needed to meet administrative and operating expenses and to
provide substantial information to the Court and others.  During
the pendency of the chapter 11 proceeding, the Company intends to
file copies of each of the monthly financial reports it files with
the Bankruptcy Court.

Triple Crown Media said operating income for the quarter ended
September 30, 2009 (unaudited) is preliminarily estimated to be
$1,557,000 compared to operating income of $1,395,000 for the
quarter ended September 30, 2008.  Operating income increased due
to newsprint expense being lower due to conservation efforts and
lower pricing.  Net loss from continuing operations for the
quarter ended September 30, 2008 was $1,277,000 compared to a
preliminarily estimated net loss (unaudited) of $802,000 for the
quarter ended September 30, 2009.  The decreased loss was
principally due to newsprint expense being lower due to
conservation efforts and lower pricing as well as lower interest
expense due to the company ceasing to accrue interest on
its second lien secured debt after its bankruptcy filing on
September 14, 2009.

                     About Triple Crown Media

Triple Crown Media, Inc., derives revenue from its Newspaper
Publishing operations.  The Company's Newspaper Publishing
operations derive revenue primarily from three sources: retail
advertising, circulation and classified advertising.  TCM's
Newspaper Publishing operations' advertising revenues are
primarily generated from local advertising.  TCM sold its GrayLink
Wireless segment on June 22, 2007.  The Company sold its Host
Collegiate Marketing segment and Host Association Management
Services segment on November 15, 2007.  TCM's sole remaining
operating segment consists of its Newspaper Publishing business.
This consists of the ownership and operation of six daily
newspapers and one weekly newspaper with a total daily circulation
as of June 30, 2008, of approximately 95,200 and a total Sunday
circulation as of June 30, 2008, of approximately 131,850.  Its
newspapers are characterized by their focus on the coverage of
local news and local sports.

Triple Crown Media Inc., together with affiliates, filed for
Chapter 11 on Sept. 14 (Bankr. D. Del. Case No. 09-13181).
Attorneys at Morris, Nichols, Arsht & Tunnel, represent the
Debtors in their restructuring effort.

Triple Crown had assets of $36,431,000 against debts of
$88,296,000 as of March 31, 2009.


TRONOX INC: Court OKs Savannah Severance Program
------------------------------------------------
The Bankruptcy Court authorizes Tronox Inc. and its units to
implement the Savannah Severance Program for Tronox Pigments
(Savannah) Inc.'s collective bargaining unit employees in
connection with idling of the Savannah facility, a non-insider
severance program.

In June 2009, the Court approved the Debtors' Motion to implement
a Non-Insider Severance Program.  However, the Tronox Severance
Program did not include employees covered by a collective
bargaining agreement.

As previously reported, the Debtors executed a stalking horse
asset and equity purchase agreement to sell substantially all of
its operating assets to Huntsman Pigments LLC and Huntsman
Australia R&D Company Pty Ltd, for $415 million.

However, the "acquired assets" under the AEPA do not include the
Savannah facility, but do include certain of the Savannah
Facility's production equipment.  The Debtors employed
approximately 95 people at the Savannah Facility.  These
employees included hourly and salaried personnel as well as a
number of unionized employees.

The Debtors have decided to bring the Savannah Facility to a
"cold idle" condition and terminate its employees at the facility
to minimize expenses while the Debtors evaluate options for
monetizing this asset.  Cold idle is a temporary shutdown
condition that entails fully shutting down the titanium dioxide
production operations at the facility, cleaning systems and
clearing all lines of potentially corrosive material.

The Debtors believe that taking the plant to cold idle allows the
Savannah Facility to retain its permits, maintain operational
capability and avoid triggering regulatory requirements
associated with closure of the plant while reducing costs.

As part of the idling process, the Debtors entered into "effects
bargaining" with the representatives of the collective bargaining
unit as required by regulations of the National Labor Relations
Board and negotiated the severance program for which the Debtors
now seek Court approval.  The negotiations resulted in a
severance program targeted at 44 unionized, non-insider, hourly
employees at the Savannah Facility.  The aggregate cost of the
Savannah Severance Program is anticipated to be $230,000.

The Savannah Severance Program consists of these components:

  (a) Eligibility:  Benefits will be provided only to those
      approximately 40 employees of the Debtors who (i) are
      active employees affected by the closure of the Savannah
      Facility, (ii) are unionized and (iii) complete their job
      assignment through their established separation date.
      Employees who voluntarily separate from employment in
      advance of their release date or are terminated for cause
      are not eligible for severance pay under the Savannah
      Severance Program.

  (b) Severance Pay:  An Eligible Employee will receive a one-
      time lump-sum payment equal to the product of (i) 40 hours
      of pay at the Eligible Employee's base hourly wage rate,
      exclusive of overtime, multiplied by (ii) the number of
      years of service, rounded to the next highest years;
      provided, however, the total payment may not exceed six
      weeks of pay, calculated that one week of pay is
      equivalent to the Eligible Employee's base hourly wage
      rate times 40 hours.

  (c) Release:  Severance pay is contingent on the terminated
      Eligible Employee's execution of a general release and
      waiver of all claims against the Debtors within 45 days of
      the Eligible Employee's termination date.

  (d) Benefits Continuation:  Eligible Employees remain eligible
      to continue group health care coverage under COBRA.

  (e) No Recall Rights:  Notwithstanding anything to the
      contrary in the CBA, any terminated Eligible Employees
      that receive the severance package will forfeit their
      recall rights.

Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells the Court that these Union employees are critical
to the safe, timely, and environmentally responsible transition
of the Savannah TiO2 Facility to a cold idle condition.  Mr. Nash
asserts that implementing the program will effectively and
appropriately motivate the Eligible Employees to focus on the
task of idling the Savannah TiO2 Facility in a timely, safe, and
environmentally responsible manner, thus positioning the Debtors
to minimize the cost and maximize the value of the asset.
Moreover, the Savannah Severance Plan has the added benefit of
providing for a release of all claims against the Debtors and
forfeiture of the employees' recall rights, Mr. Nash says.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Removal Period Extended to March 31
-----------------------------------------------
The Bankruptcy Court has extended the time by which Tronox Inc. or
its debtor affiliates may file notices of removal with respect to
any actions that are subject to removal under Section 1452 of the
Judiciary and Judicial Procedure to and including the earlier to
occur of:

  (a) March 31, 2010,

  (b) the effective date of a plan of reorganization,

  (c) the day that is 30 days after entry of an order
      terminating the automatic stay with respect to the
      particular Action sought to be removed, or

  (d) with respect to Postpetition Actions, the time periods set
      forth in Rule 9027(a)(3) of the Federal Rules of
      Bankruptcy Procedure.

The Order will be without prejudice to any position the Debtors
may take regarding whether Section 362 of the Bankruptcy Code
applies to stay any Action.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: To Pay Due Diligence Costs to Potential Exit Lenders
----------------------------------------------------------------
Tronox Inc. sought and obtained from the Court an order
authorizing them to reimburse due diligence expenses totaling
$2.5 million incurred by prospective lenders in connection with
the lenders' efforts to provide financing that would fund the
Debtors' obligations under a possible plan of reorganization.

Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells the Court that to successfully reorganize, the
Debtors must, among other things, obtain committed exit
financing.  The Debtors, he says, have made significant progress
in locating the financing.  Specifically, the Debtors have
provided an exit financing teaser to 96 parties, executed
confidentiality agreements with 11 new parties, in addition to
those parties already subject to confidentiality agreements
executed earlier in the Chapter 11 cases, engaged in numerous due
diligence calls, and held management meetings with five parties.

As a result of these efforts, the Debtors have received nine non-
binding proposals for exit financing from interested lenders.
The Debtors have also engaged with their existing bondholders and
other potential financing sources concerning the possibility of
providing an equity component to complement an exit financing
package.

Mr. Nash says that given the Debtors' desire to make as much
progress as possible concerning a standalone reorganization prior
to the December 8, 2009 auction date, the Debtors have asked
binding commitment letters from Interested Lenders by mid-
November 2009.  Each Interested Lender has indicated that it will
need to perform additional due diligence prior to making a
binding financing commitment.  For this reason, each of the nine
Interested Lenders has requested payment of a work fee or expense
reimbursement -- the "Due Diligence Costs" -- as a condition to
moving forward with the process and refining its initial non-
binding indication of interest into a binding Commitment Letter
by the mid-November 2009 deadline.

Mr. Nash relates that to encourage the Interested Lenders to
continue their due diligence efforts and submit a binding
Commitment Letter, the Debtors seek the Court's authority to fund
reasonable Due Diligence Costs, with the consent of the Official
Committee of Unsecured Creditors and subject to an aggregate cap.

Mr. Nash clarifies that the Debtors sought authorization, not
direction, to pay Due Diligence Costs and intend to reimburse
only a small subset of the Interested Lenders for their Due
Diligence Costs.  The Debtors are working with the Creditors'
Committee to evaluate the feasibility of a standalone
reorganization, and accordingly, the Debtors' evaluation of
whether to pay Due Diligence Costs is ongoing.  Obtaining Court
authorization to pay these costs will give the Debtors the
flexibility to respond to and address the needs of the
reorganization effort in a timely manner, Mr. Nash asserts.

Stephen M. Floyd, a managing director of Young & Partners LLC,
filed declaration in support of the Motion.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUE TEMPER: U.S. Trustee Says Prepack Plan Is Flawed
-----------------------------------------------------
The U.S. Trustee in Delaware has filed an objection to the
Prepackaged Chapter 11 Plan of Reorganization of True Temper
Sports Inc., asserting that the Plan is contrary to the notion of
a prepackaged plan to the extent that it fails to pay
nonconsenting impaired classes in full, or to pass them through
the plan unaffected.

The Plan proposes to restructure senior debt into a combination of
exit financing and equity in the reorganized debtor.  Debt holders
and stockholders -- the plan investors -- are injecting $70
million cash that will be used pay down first-lien debt totaling
$105.6 million.  The remainder of the first-lien debt will be
converted into a new term loan under the plan.  The Plan Investors
will obtain most of the new stock of the reorganized company.
The holders of $45 million in second-lien debt is to have 11.4% of
the new stock.  An additional $3 million of cash collateral will
be distributed to the second lien creditors.  However, the second
lien lenders will waive this cash distribution and the cash will
be transferred to holders of trade unsecured claims who have voted
in favor of the Plan, for a full recovery by the trade creditors.
Other general unsecured creditors will receive no dividend. The
Plan does not provide for a distribution on account of equity
interest; but , Gilbert Global, the holder of substantially all
the Debtors' prepetition equity has an option to obtain an
assignment of up to $15 million in equity of the Reorganized
Debtors.

The U.S. Trustee noted that non-consenting impaired classes have
been excluded from the Plan process and have little or no notice
that they will receive nothing under this Plan.  "It is not within
the contemplation of a prepackaged plan that the procedures be
utilized to circumvent the notice and procedural requirements of
Sections 1125 and 1129 where classes purportedly receiving no
distribution have been completely excluded from the process."  At
least one impaired class, Class 5, General Unsecured Claims, that
was not solicited should have been solicited.

The U.S. Trustee added that (i) the proposed treatment of
Unsecured Trade Claims is not in good faith and is not fair and
equitable, (ii) the Plan violates the absolute priority rule, and
(iii) the proposed releases are overbroad and are not consistent
with prevailing law.

According to the U.S. Trustee, the alleged "gift" of up to $3
million from the distribution to the Second Lien Credit Claims to
the Trade Account is not a gift. It is not a gift because it is a
distribution of estate property from cash ". . . to be distributed
from cash collateral existing on the Petition Date."

In response to the objection, the Debtor said that the U.S.
Trustee is seeking to "derail a plan of reorganization that serves
the primary goals of chapter 11 by preserving the going concern
value of the Debtors and maximizing recoveries to their various
stakeholders."  The Debtor insists that the Plan was filed in good
faith.  It noted that the U.S. Trustee is the only party-in-
interest objecting to the Plan.

The Bankruptcy Court is scheduled to begin a combined hearing to
consider the adequacy of the Disclosure Statement and the
confirmation of the Plan on November 18.

A full-text copy of the Chapter 11 prepackaged plan is available
for free at http://bankrupt.com/misc/TrueTemper_PrepackPlan.pdf

A full-text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/TrueTemper_PrepackDS.pdf

                         About True Temper

True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world.  True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.

As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.

True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446).  Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort.  Logan & Company serves as claims and notice
agent.  Bankruptcy Judge Peter J. Walsh handles the case.


TRUMP ENTERTAINMENT: Donald Trump Reaches Deal with Noteholders
---------------------------------------------------------------
Donald Trump and daughter Ivanka Trump reached a settlement with
the noteholders of Trump Entertainment Resorts Inc., ending their
struggle for control of the casinos by throwing support for a
single reorganization plan.

TER management filed a plan built upon a sale of the Company to
secured lender Beal Bank and shareholder Donald Trump.  The ad hoc
committee of noteholders filed a competing plan because the
management plan would wipe out their claims.  The disclosure
statements to the competing plans have been approved by Bankruptcy
Judge Judith H. Wizmur, setting up parties for a confirmation
hearing where the judge will decide which plan is superior on
January 20.

However, with the settlement, Donald Trump is now throwing his
support behind the bondholders' plan and drop a $116 million bid
they made with Beal Bank, the company's largest secured lender, to
regain control of the casinos.

According to Bill Rochelle at Bloomberg News, Mr. Trump will
permit the use of his name on the three casinos and agrees not to
use the name on competing facilities in Atlantic City and in five
neighboring states.  He will also waive claims against Trump
Entertainment in excess of $100 million.  In return, the
noteholders will give Trump common stock and warrants for 10% of
the reorganized company.

The Wall Street Journal's Christina S.N. Lewis says the settlement
should ease the way for Trump Entertainment to reemerge from
Chapter 11.  The group of creditors, which includes private equity
firm Avenue Capital Group, holds $1.25 billion in unsecured notes.

The Bankruptcy Court has ordered an examiner to probe why the
company was supporting the Trump-Beal plan over the bondholder
plan.  The bondholders had promised to raise $225 million in new
money, compared with the $116 million offer by the Trump-Beal
group, the Journal notes.

The Journal relates Beal Bank, which holds a senior $486 million
secured loan on the casinos and had been Trump's equity partner in
the takeover bid, was not a part of the settlement agreement. "We
are not in a position to comment at this time," Beal Bank
President Andrew Beal said through his assistant, according to the
Journal.

The Journal also says an attorney representing the noteholders,
Kristopher Hansen, of Stroock & Stroock & Lavan, said they were
"very pleased with the settlement."

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UBS AG: Moody's Cuts Bank Financial Strength Rating to 'C'
----------------------------------------------------------
Dow Jones Newswires' Kathy Shwiff reports Moody's Investors
Service downgraded various ratings on Swiss bank UBS AG, citing
challenges in its investment-banking and wealth-management
businesses.

Moody's lowered the bank financial strength rating two notches to
C and the long-term debt and deposit ratings one notch to Aa3,
four steps below the top AAA rating.  The ratings outlook is
negative, meaning further downgrades are possible.

Moody's said UBS is exposed to more potential losses, especially
to bond insurers, and the bank has benefited less than rivals from
reviving capital markets.  Because of a "significant turnover of
senior managers" in the past two years, UBS is forced to pay more
for new employees in those jobs and could be pressured to take
more risks to compensate, Moody's said.

UBS has suffered a loss of customer confidence, as shown by net
new money outflows for seven quarters in a row, and a loss of key
employees, especially in the fixed-income section of its
investment-banking business.

"We believe that UBS's wealth management franchise is unlikely to
return to previous levels of profitability until the bank can
fully restore customer confidence," said Moody's Senior Vice
President David Fanger.

According to Ms. Shwiff, on Tuesday, UBS's head of investment
banking said it will take time to reach its profit target, which
it plans to do by grabbing share off rivals, as opposed to making
large trading bets on its own book or using its balance sheet to
buy business.  According to the report, the shift is part of the
restoration of UBS's investment bank after a failed attempt to
break into the major leagues of investment banks in fixed income.
That and ill-fated bets at an internal hedge fund caused major
trading losses, which ultimately forced UBS to take a Swiss
government-led financial aid package.

UBS has reported disappointing third-quarter figures, swinging to
a loss in its fourth consecutive losing quarter.

According to the report, Moody's said it expects net new money
flows in the wealth-management business will turn positive by the
middle of next year, but margins are unlikely to expand
significantly.  Moody's also assumes pretax margins in UBS's
wealth-management and Swiss bank segments will remain above 25%
and overall revenue yield will remain above one percentage point.

UBS's stock has gained 52% in the past year, the report notes.


VINEYARD BANK: FDIC Orders Online Auction of FF&E
-------------------------------------------------
Penny Worley Auctioneers announces the online auction of
furniture, fixtures and equipment from FDIC Receivership for
Vineyard Bank in San Diego and Irvine, Calif., according to Jerry
Jenkins.

Items in this online bank auction include: computers, executive
office furniture, IT equipment, copier/printers, office equipment,
framed art, storage and shelving, phone systems, an LG 50-inch
flat screen television with wall mounts, as well as bank equipment
like a combination locking night deposit safe, currency counters,
combination lock safes, and a Diebold automatic teller machine.

"This is a great opportunity to purchase computer and IT equipment
along with office furniture," said Jenkins. "All of these items
will sell to the highest bidders. We have items from San Diego,
Irvine, Manhattan Beach and Sherman Oaks locations of Vineyard
Bank."

Jenkins said the items were ordered sold by the Federal Deposit
Insurance Corporation (FDIC) as receivership for Vineyard Bank. In
2008, Penny Worley Auctioneers was named an official auctioneer
for the FDIC.

The online auction is open to the public. Bidding starts closing
November 20. Bidders must register prior to bidding. For more
information, visit www.WorleyAuctioneers.com, or call Jerry
Jenkins at (513) 313-9178.

Penny Worley Auctioneers conducts auctions throughout the United
States, including over 100 auctions in 2008. The company is a
member of the National Auctioneers Association, the Ohio
Auctioneers Association and the Certified Appraisers Guild of
America, National Association of Realtors & Ohio Association of
Realtors and Members of the Cincinnati and Dayton Home Builders
Associations.

                      About Vineyard Bank

Vineyard Bank, National Association, Rancho Cucamonga, California,
was closed July 17, 2009 by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with California
Bank & Trust, San Diego, California, to assume all of the deposits
of Vineyard Bank, N.A., excluding those from brokers.

As of March 31, 2009, Vineyard Bank, N.A. had total assets of $1.9
billion and total deposits of approximately $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase approximately $1.8
billion of assets.  The FDIC will retain the remaining assets for
later disposition.


VISKASE COS: S&P Puts 'CCC+' Rating on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Darien, Illinois-based Viskase Cos. Inc., including the 'CCC+'
corporate credit rating, on CreditWatch with positive
implications.

"S&P placed the ratings on CreditWatch positive because of
Viskase's improved operating performance," said Standard & Poor's
credit analyst Ket Gondha.  "Other factors contributing to the
CreditWatch placement include S&P's expectation that steady
demand, global capacity constraints for cellulose casings, and
management's profitability initiatives will continue to drive
EBITDA growth." S&P expects that these factors will result in
greater liquidity and an improved ability for the company to
refinance the debt maturities that are coming due in the first
half of 2011.

With annual sales exceeding $275 million, Viskase is a global
producer of non-edible cellulosic, fibrous, and plastic casings
used to prepare and package processed meat products.  Viskase's
operating performance has improved significantly over the past
year because of an overall increase in price, a better product
mix, and the successful implementation of efficiency initiatives
that began in 2008.

Standard & Poor's will continue to monitor the company's operating
performance and financial profile.  S&P expects to resolve the
CreditWatch status of the ratings within the next 90 days.

If S&P concludes that Viskase will likely maintain its improved
financial profile, including liquidity and credit metrics, S&P
could raise the ratings modestly.  Alternatively, S&P could affirm
the ratings if S&P conclude that operating results will likely
deteriorate or if the company is unable to improve its liquidity
and debt-maturity profile.


VISTEON CORP: Gets Nod to Provide Support on Currency Pacts
-----------------------------------------------------------
Visteon Corp. and its units obtained the Bankruptcy Court's
authority to enter into and provide support under certain of their
"derivative contracts" and to engage in spot trades with respect
to foreign currencies in the ordinary course of business.

In general, the Debtors' Derivative Contracts are financial
contracts, the values of which are based on the price of a
traditional security like stock or bond, an asset like commodity
or currency, or a market index.  Derivative Contracts can take a
number of different forms, which include forward contracts, swap
contracts or option contracts:

  (1) A forward contract which obligates the purchaser of that
      contract to acquire a security or asset on a specified
      date in the future at a specified price.  If on the
      specified date, the actual price of the security or asset
      is higher than the specified price in the contract, the
      purchaser will profit.  If the actual price is lower than
      the price specified in the contract, the purchaser will
      incur a loss.

  (2) A swap contract which obligates each party to the contract
      to exchange or swap cash flows at specified intervals.
      For example, a currency swap might obligate a party to
      sell a currency at a fixed spot rate and then to buy
      approximately the same amount of currency back on the
      future date, priced at the forward rate for the currency
      pairing.

  (3) An option contract which provides the purchaser the right,
      but not the obligation, to purchase a security or asset at
      a specified price on a specified date.  Both "put" and
      "call" options may be used for the purpose of hedging or
      reducing risk.

Before the Petition Date, the Debtors entered into various
Derivative Contracts, as well as engaged in spot trades with
various counterparty banks for the purpose of reducing or hedging
existing or expected risks associated with fluctuations in
foreign currency exchange rates.  Specifically, the Debtors note
that they utilized forward contracts to protect their cash flow
from adverse fluctuations in exchange rates in connection,
largely, with payments made to them for goods sold that were
denominated in currency other than the U.S. dollars.

The Debtors relate that in early 2009, the Counterparties ceased
entering into new Derivative Contracts with them as a result of
frozen credit markets internationally and Visteon's deteriorating
financial condition.

Given their Chapter 11 status, the Debtors say that it is likely
that the Counterparties of the Derivative Contracts will require
the posting of cash or other collateral either when the
instrument is purchased or during its lifetime.  Therefore, the
Debtors expect the need to post cash to enter into Derivative
Contracts.  The Debtors anticipate collateral posting
requirements of up to $20 million to enter into Derivative
Contracts during the course of their Chapter 11 cases.

Judge Christopher Sontchi granted the Debtors' request for support
for certain derivative contracts, subject to certain
modifications.

The modifications refer to certain provisions the Debtors added
to the proposed form of the order to address informal comments
made by certain of their Term Lenders.  The modifications are:

  (1) The Debtors will not enter into any Currency Contract if
      immediately after giving effect to that Currency Contract,
      the Debtors would be required to grant security interests
      to third parties in, or post or deposit with third
      parties, cash collateral and other assets of the Debtors
      of more than $20 million in the aggregate as security for
      all then outstanding Currency Contracts;

  (2) If at any time the aggregate security does exceed $20
      million, the Debtors will use commercially reasonable
      efforts to reach an agreement with one or more
      counterparties to terminate one or more Currency Contracts
      so as to reduce the aggregate security to an amount less
      than or equal to $20 million within 30 days of that
      aggregate security first exceeding that amount; and

  (3) No later than three business days after a request by the
      Prepetition ABL Agent or Required Prepetition ABL Lenders,
      the Debtors will provide the Prepetition ABL Agent with a
      report as of the close of business on the date of that
      request as to the aggregate amount of all collateral
      securing all Currency Contracts and, if the aggregate
      amount is more than $20 million, a description of the
      Debtors' plans to reduce that aggregate amount.

Moreover, the rights and interest granted to third parties will
not be affected by the Debtors' compliance or non-compliance with
the covenant with the Prepetition ABL Agent and the Prepetition
ABL Lenders.

                        About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment.  During the first nine months of 2009,
Visteon won more than $400 million in incremental new business.
On a regional basis, Asia and North America each accounted for
41 percent of the total, with Europe accounting for the remaining
18 percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Obtains Nod for $40 Mil. L/C With U.S. Bank
---------------------------------------------------------
Visteon Corp. and its units obtained the Court's authority for a
$40 million postpetition letter of credit facility from U.S. Bank
National Association and to pay certain fees and costs related to
it.

The Debtors seek to enter into the L/C Facility to ensure the
ability to obtain letter of credit going forward.  The L/C
Facility with in addition with the Debtors' intent to obtain a
$150 million debtor-in-possession financing arrangement from
Wilmington Trust Company and certain of their prepetition
lenders.

                  The Prepetition L/C Facility

Prior to the Petition Date, JPMorgan Chase Bank, N.A., provided
the Debtors a prepetition letter of credit facility as part of
that certain Credit Agreement, dated as of August 14, 2006, or
what is otherwise known as the Prepetition ABL Agreement.  The
ABL Lenders, under a May 2009 Assignment and Assumption
Agreement, assigned to Ford Motor Company all of the Debtors'
obligations under the ABL Agreement and Ford assumed all of the
Lenders' obligations, including the obligation to purchase
participations from JPM in all unreimbursed draws under the
Existing Letters.  Furthermore, JPM required Ford to cash
collateralize its obligation to purchase 100% participations in
all unreimbursed draws under the Existing Letters.  Bank of New
York Mellon subsequently assumed the role of JPM as successor
administrative agent in mid-July 2009.

The Debtors tell the Court that there are currently outstanding
letters of credit issued under their prepetition facility in the
approximate amount of $31 million.  The Existing Letters are set
to expire on or prior to June 13, 2010, according to Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware.

Ms. Jones notes that in conjunction with the reassignment of the
ABL Agreement, Visteon Corp. and Ford entered into a certain
Acknowledgment and Agreement in May 2009, whereby Visteon agreed
to cooperate fully with Ford to find a replacement issuing bank.
In this light, Ford approached numerous financial institutions.
Upon analysis, the Debtors determined that the L/C Facility
offered by U.S. Bank has the most advantageous terms.

Michael Lewis, assistant treasurer of Visteon Corporation, tells
the Court that any additional search for a letter of credit
facility would increase the risks to the Debtors' operations as
Existing Letters expire without producing terms superior to those
under the proposed Postpetition L/C Facility.

Pursuant to the proposed Postpetition L/C Facility, U.S. Bank
will issue for the account of Visteon Corporation, as borrower,
letters of credit of up to the U.S. dollar equivalent of
$40,000,000.  The other material provisions of the L/C Facility
are:

Borrowing
Conditions:   As conditions to U.S. Bank obliging to issue or
               amend any Letter of Credit:

               -- Visteon must unconditionally promise to
                  reimburse U.S. Bank for any draws under any
                  letter of credit that may be issued;

               -- Visteon must maintain with U.S. Bank one or
                  more collateral accounts to secure all
                  obligations under the Reimbursement
                  Agreement Documents; and

               -- No Default must have had occurred or is
                  continuing, or would result from the requested
                  action.

Collateral
Coverage
Threshold;
Collateral
Account
Balance:       The Collateral Account Balance should be at least
                equal to the Collateral Coverage Threshold --
                generally 103% of the face amount of the Letters
                of Credit, provided amounts greater than 103%
                may be required in connection with Non-U.S.
                dollar Letters of Credit -- at all times.

                The Collateral Account Balance will at all times
                be composed of: (i) non-interest bearing deposits
                with U.S. Bank in an amount equal to at least 50%
                of the Collateral Account Balance, which deposits
                will be, to the extent permitted by law, FDIC-
                insured; and (ii) other Permitted Investments.

Maturity:       The latest Issuance Date will be September 30,
                2010.  The Latest Expiration Date will be
                September 30, 2011.

Use of Credit:  Visteon Corp. will use the Postpetition L/C
                Facility to replace the Existing Letters of
                Credit, to obtain new Letters of Credit, and for
                other lawful purposes as it may require.

Payments:       Visteon Corp. will pay to U.S. Bank, on the day
                U.S. Bank makes any payment under a Letter of
                Credit, an amount equal to all amounts paid by
                U.S. Bank under that Letter of Credit, subject to
                the provisions of the Postpetition L/C Agreement
                regarding Non-US dollar denominated Letters of
                Credit.  U.S. Bank will be entitled to charge and
                debit the Collateral Account for reimbursement
                and payment of all amounts payable in connection
                with the Postpetition L/C Facility.

Interest on
Unpaid
Obligations:    Any and all obligations not paid when due will
                bear interest, until payment, at an annual rate
                equal to the Prime Rate plus 5%, payable on
                demand.

Liens and
Priority
Collateral
Account:        Visteon grants a security interest in all of
                its right, title and interest in and to the
                Collateral Account and any other deposit or
                account it maintained with U.S. Bank.

                At all times during which any L/C Obligations are
                outstanding, (i) U.S. Bank's security interest in
                the Collateral will be a legal, valid and
                perfected security interest, subject to no other
                Lien; and (ii) the Obligations will have the
                status of superpriority administrative expenses
                under Section 364(c)(1) of the Bankruptcy Code in
                the Debtors' cases.

Costs &
Expenses:       Visteon will pay to U.S. Bank on demand all
                reasonably documented legal and other reasonable
                fees and out-of-pocket expenses incurred by U.S.
                Bank in connection with (i) the preparation,
                negotiation and execution of the Postpetition L/C
                Agreement and related documents, (ii) U.S. Bank's
                due diligence related to the Postpetition L/C
                Agreement, (iii) the Debtors' bankruptcy cases,
                and (iv) enforcement of any and all rights and
                remedies of U.S. Bank.

                Among the proposed fees for U.S. Bank are:

                * $75,000 Advisory Fee, payable on Visteon's
                  execution of all documents and instruments
                  related to the L/C Facility

                * $500 Administrative Fee at issuance at on each
                  anniversary date

                * $300 Fee for each Amendment

                * $25 to $50 for billing, courier and cable fees

                * Minimum of $200 for draw negotiations

                * $250 fee per Reduction Processing

A full-text copy of the U.S. Bank Letter of Credit Facility is
available for free at:

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

                           *     *     *

Bankruptcy Judge Christopher Sontchi granted the Debtors' request
to enter into letters of credit for up to $40 million with U.S.
Bank National Association to replace prepetition L/Cs issued by JP
Morgan Chase Bank, N.A., subject to certain modifications.

JPMorgan is the Prepetition L/C issuer.

The modifications pertain to the Debtors made to the proposed
order for the U.S. Bank L/C Motion in order to address certain
informal comments asserted by the Term Lenders.  The Debtors
agree that:

  -- Until the time Visteon has used commercially reasonable
     efforts to replace with Letters of Credits all outstanding
     letters of credits issued by the Prepetition L/C Issuer
     that have not been drawn and to return those replaced
     outstanding letters of credit to the Prepetition L/C Issuer
     for cancellation, Visteon will not request any Letters of
     Credit for purposes other than replacing outstanding
     letters of credits issued by the Prepetition L/C Issuer if
     after issuance of the requested Letter of Credit the
     aggregate face amount of then outstanding letters of credit
     issued by the Prepetition L/C Issuer would exceed the
     difference between the Facility Amount and the Aggregate
     Stated Amount.

  -- Should Visteon be unable to replace and cancel any
     outstanding letter of credit issued by the Prepetition L/C
     Issuer, Visteon will:

        (i) notify The Bank of New York Mellon, as
            administrative agent under that certain Credit
            Agreement dated as of August 14, 2006; and

       (ii) consult with the lenders about alternative
            structures for satisfying the Debtors' commitment to
            those lenders to replace those letters of credits,
            including without limitation, to mitigate the
            secured obligations of the Debtors to those lenders
            to reimburse their expenses in continuing to
            maintain those outstanding letters of credits.

Immediately upon the property being released, that property will
constitute collateral subject to the liens of the Prepetition ABL
Agent, the Prepetition ABL Lenders, the Prepetition Term Loan
Agent, the Prepetition Term Lenders and any DIP Agent and DIP
Lenders.

A full-text copy of the L/C Order is available for free at:

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

                        About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: K&S Resigns From Creditors Committee
--------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, notified
the Court on November 6, 2009, that K&S Wiring Systems, Inc., has
resigned as a member of the Official Committee of Unsecured
Creditors in the bankruptcy cases of Visteon Corporation and its
debtor affiliates.

No reason was disclosed for the resignation.

The six remaining members of the Creditors Committee are:

(1) Pension Benefit Guaranty Corporation
     Attn: Adi Berger
     1200 K Street, N.W.,
     Washington, D.C. 20005-4026
     Tel: 202-326-4070
     Fax: 202-842-2643

(2) Law Debenture Trust Company of New York
     Attn: James D. Heaney
     400 Madison Avenue, New York
     NY 10017
     Tel: 212-750-6474
     Fax: 212-750-1361

(3) Freescale Semiconductor
     Attn: Randy Hyzak
     6501 William Cannon Drive West,
     Austin, TX 78735
     Tel: 512-895-7517
     Fax: 512-895-3982

(4) Central States Southeast and
     Southwest Areas Pension Fund
     Attn: Timothy Reuter
     9377 W. Higgins Rd., 10th Floor
     Rosemont, IL 60018
     Tel: 847-518-9800
     Fax: 847-518-9797

(5) Siemens Product Lifecycle Management Software, Inc.
     Attn: Thomas Eberle
     2000 Eastman Drive, Milford
     OH 45150
     Tel: 513-576-5952
     Fax: 513-576-5696

(6) Nissan Trading Corp, USA.
     Attn: Mr Kenichi Takatsuki, 1974 Midway Lane
     Smyrna, TN 37167
     Tel: 615-220-7100
     Fax: 615-220-8878

                        About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: William Gray Steps Down From Board of Directors
-------------------------------------------------------------
William H. Gray, III, on November 11, 2009, notified Visteon
Corporation that he will resign from the Company's Board of
Directors effective as of January 1, 2010.  Mr. Gray is currently
the chair of the Company's Corporate Governance and Nominating
Committee and a member of the Company's Organization and
Compensation Committee.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Patrick Li Discloses 6.2% Equity Stake
----------------------------------------------------
Patrick Li of Modern International Holdings in Vancouver, British
Columbia, Canada, reports that he directly owns 8,200,000 common
shares, constituting approximately 6.2% of the shares outstanding,
of Visteon Corporation.

The aggregate percentage of Shares directly owns by Mr. Li is
based upon 130,400,000 Shares outstanding, which is the total
number of Shares outstanding as of September 9, 2009.

Mr. Li reports Mei Qui and He Yi each possess sole power to vote
4,650,000 shares.  Mr. Li says he has discretion to direct the
disposition of 8,200,000 of those shares.  He directly owns 6.2%
of the deemed issued and outstanding as of September 9, 2009.

A full-text copy of Mr. Li's Schedule 13D filing is available at
no charge at http://ResearchArchives.com/t/s?49c7

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


W.B. CARE: Debtor Could Reject Deal to Resolve Bankruptcy
---------------------------------------------------------
WestLaw reports that a court-approved settlement which was not
embodied in any separate writing, but only in a court order
approving the settlement, and which resolved no pending litigation
but the debtor's Chapter 11 case itself, resulting in dismissal
thereof without prejudice to the debtor's refiling, was in the
nature of a contract between the parties, rather than a final
judgment on the merits.  Moreover, this contract was an "executory
contract," such as the debtor could reject.  In re W.B. Care
Center, LLC, --- B.R. ----, 2009 WL 3451066, 52 Bankr. Ct. Dec. 77
(S.D. Fla.) (Olson, J.).

W.B. Care Center LLC dba West Broward Care Center operates a
nursing home.  The Debtor sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 09-12957) on Feb. 23, 2009, represented by
Thomas L. Abrams, Esq., in Plantation, Fla., and estimating its
assets at more than $1 million and its debts at less than
$500,000.  In the course of that chapter 11 proceeding, the Debtor
and Tim Reardon (the Debtor's principal) negotiated a settlement
agreement with Millenium Management, LLC (the Debtor's provider of
back office support services) and Institutional Leasing 1, LLC
(the Debtor's primary creditor).  A settlement agreement was
approved on March 4, 2009, and the case was subsequently dismissed
and closed.  Disputes arose about the settlement agreement and the
Debtor again sought Chapter 11 protection (Bankr. S.D. Fla. Case
No. 09-26196) on Aug. 5, 2009, this time estimating less than
$50,000 in assets and less than $500,000 in liabilities, and now
represented by Robert P. Charbonneau, Esq., at Ehrenstein
Charbonneau Calderin in Miami.


WHITE BIRCH: Nonpayment of $18 Mil. Loan Cues S&P's 'D' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on newsprint producer White Birch Paper Co. to 'D' from
'CCC+'.  In addition S&P lowered the issue-level ratings on the
company's secured credit facilities to 'D'.  The recovery ratings
are unchanged.  S&P plans to review its recovery ratings when
sufficient information is available.

"The rating actions stem from its understanding that White Birch
Paper did not make an $18 million scheduled interest payment due
Sept. 30, 2009," said Standard & Poor's credit analyst Andy
Sookram.  While a payment default may not yet have occurred
because the lenders have allowed an extension, S&P view the
interest payment lapse as a default as S&P believes the borrower
is under financial stress and it is S&P's expectation that the
payment may not be made in full in during the extension period or
the company may pursue debt restructuring alternatives.

White Birch's financial risk profile is challenged by its elevated
debt levels and continued weak market conditions for newsprint.
At June 30, 2009, lease-adjusted debt totaled approximately
$640 million.  Industry newsprint demand has declined about 30%
for the first nine months of 2009 compared to the same period a
year ago, and selling prices dropped nearly 40%, to $450 per ton,
reflecting the weak U.S. economy that constrained advertising
spending and waning newspaper readership.


W.R. GRACE: Court OKs New Hires' Retirement Plan
------------------------------------------------
The Bankruptcy Court authorizes W.R. Grace & Co., Inc., and its
units to establish a new defined contribution retirement
arrangement, to replace the current defined contribution
arrangement, for eligible employees of the Debtors hired on or
after January 1, 2010.

Implementation of the New Arrangement for new hires -- while
maintaining the Existing Arrangement for current employees --
addresses the concerns of the Debtors' creditors by (i) reducing
the increases in liabilities under the Debtors' Defined Benefit
Arrangement, (ii) providing competitive retirement benefits to
attract New Hires, and (iii) helping to retain current salaried
employees, as well as encourage their engagement and maintain
their morale, through the satisfaction of their retirement plan
expectations, according to the Debtors.

Preceding the Petition Date and continuing, newly hired salaried
employees of the Debtors in the United States automatically
commence participation in the W. R. Grace Salaried Retirement Plan
effective one year after the Eligible Employees' hire date.

The Salaried Retirement Plan is a defined benefit pension plan,
qualified under Section 401(a) of the Internal Revenue Code, which
generally provides each retired vested participant with a specific
monthly pension benefit for life, calculated based on the
participant's final average compensation, years of credited
service with the Debtors, and other criteria specified in the
Plan, David M. Bernick, Esq., at Kirkland & Ellis LLP, in New
York, relates.

Mr. Bernick says the Salaried Retirement Plan is the largest
defined benefit plan maintained by, and requires the largest
amount of contributions from, the Debtors, which amounted to
approximately $35.1 million as of 2009.  The benefits under the
Salaried Retirement Plan are paid through a qualified retirement
plan trust that, in turn, is funded by contributions from the
Debtors.

Highly paid Eligible Employees, whose benefits under the Salaried
Retirement Plan are limited under the Internal Revenue Code, are
also entitled to monthly pension payments under the Grace
Supplemental Executive Retirement Plan.  The SERP is a non-
qualified defined benefit retirement plan, which generally mirrors
the provisions of the Salaried Retirement Plan, except that the
SERP pays benefits on the portion of the compensation paid to
highly paid Eligible Employees that exceeds the limits imposed by
the Code, according to Mr. Bernick.

The Debtors will continue to maintain the existing defined benefit
retirement arrangement for current U.S. eligible salaried
employees and any other employees hired on or prior to
December 31, 2009.

                 Provisions of New Arrangement

The New Arrangement will include a New Defined Contribution
Retirement Plan that will be qualified under Section 401 (a) of
the Internal Revenue Code, as well as a Supplemental Non-qualified
Defined Contribution Plan that will provide defined contribution
benefits attributable to the covered compensation received by
highly paid Eligible Employees in excess of the Code limits
applicable to the New Qualified DC Plan, Mr. Bernick explains.

Current Eligible Employees and other Eligible Employees hired
before January 1, 2010, (i) will continue to participate in, and
receive credited service under, the Salaried Retirement Plan and
the SERP, as appropriate, on and after January 1, 2010, and (ii)
will not be covered by the New Qualified DC Plan or the
Supplemental DC Plan.

The New Qualified DC Plan, which Grace's Board of Directors
approved during its meeting on July 1, 2009, includes these
provisions:

  (1) An account will be established for each Eligible Employee
      hired on or after January 1, 2010, under the New Qualified
      DC Plan.

  (2) The Debtors will commence contributions to that account
      for the Eligible Employee as of the month following the
      month in which the Employee is hired.

  (3) The Debtors will contribute an amount equal to 4% of the
      covered compensation paid to each Eligible Employee, up to
      the compensation and contribution limits imposed by the
      Internal Revenue Code.

  (4) Eligible Employees will become 100% vested in their
      accounts under the New Qualified DC Plan, after 3 years of
      service with the Debtors.

  (5) Each Eligible Employee with an account balance under the
      New Qualified DC Plan will be entitled to invest the
      balance in a range of mutual funds and other investments
      permitted under the Plan.  The Debtors will not make
      investment decisions for these Eligible Employees.

  (6) An Eligible Employee who terminates service with the
      Debtors at the time that he or she has a vested balance in
      his or her account will be entitled to receive that
      balance at the time, and in any of the payment forms,
      available under the New Qualified DC Plan.

  (7) Forfeitures from accounts of unvested, terminated
      participants will be used to offset administrative fees
      and future contributions under the New Qualified DC Plan.

The provisions of the Supplemental DC Plan include:

  (1) A "notional", unfunded account will be established under
      the Supplemental DC Plan, with respect to each Eligible
      Employee who receives covered compensation that exceeds
      the applicable Code limit or whose contributions are
      otherwise limited solely as a result of the Code's
      contribution limits.

  (2) An amount equal to 4% of any covered compensation paid to
      an Eligible Employee, above the limits imposed by the
      Code, will be credited to an account under the
      Supplemental DC Plan for the Eligible Employee.

  (3) The vesting provisions of the Supplemental DC Plan will be
      the same as those under the New Qualified DC Plan.

  (4) The balance of the "notional" account will be credited
      with a specific interest rate, which will be equal to the
      "prime rate."

  (5) An Eligible Employee who terminates service with the
      Debtors at the time that he or she has a vested balance in
      his or her notional account under the Supplemental DC Plan
      will receive that balance as a lump sum as of the month
      following the month of termination.  That balance will be
      paid from the general assets of the Debtors.

The principle cost of implementing the New Arrangement will
generally equal 4% of the covered compensation of newly hired
Eligible Employees, less forfeitures, Mr. Bernick notes.

While the Debtors do not have a targeted objective with respect to
new hires during the next several years, they estimate that they
may hire approximately 200 Eligible Employees in 2010 and 2011,
with an average salary of approximately $87,000.  The hiring
estimates result in these projected cash cost of implementing the
New Arrangement for the next two calendar years:

  Year Cash Cost               Estimate
  --------------               --------
      2010                     $371,000
      2011                   $1,074,000

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Reports 2nd & 3rd Quarter Claims Settlements
--------------------------------------------------------
W.R. Grace & Company and debtor-affiliates disclosed that they
settled with three claimants during the period from April 1
through June 30, 2009:

  Claimant          Description of Claim       Settlement Amount
  --------          --------------------       -----------------
  AII Acquisition   environmental response         $201,694
  Corporation       costs

  Steeler, Inc.     environmental                   $63,421
                    remediation claims

  Louise Durand     employment claims               $28,284
                    alleging retaliation

W.R. Grace & Company and debtor-affiliates disclosed that during
the period from July 1 through September 30, 2009, they reached a
verbal agreement with Madison Complex in Minneapolis, Minnesota,
to settle Madison's Claim for $49,500.  The Settlement was
executed in July 2009, according to the Debtors.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Stipulation Settling BNSF Claims for $2.9MM
-------------------------------------------------------
The Court approved the stipulation entered into by W.R. Grace &
Co., Inc., and BNSF Railway Company, formerly known as Burlington
Northern Santa Fe, to allow BNSF's Claim Nos. 8252, 15518 and
17095 as General Unsecured Claims for an aggregate of $2,952,761,
plus interest.

The Court also entitled BNSF to interest on each of the Claims as
provided in the Environmental Protection Agency Multi-Site
Agreement, with interest to begin accrual from and after these
accrual dates:

  Allowed
  Claim No.           Amount          Accrual Date
  ---------         ----------        ------------
    8252               $17,300        May 9, 2006
   15518            $1,017,106        May 9, 2006
   17095            $1,918,355        August 20, 2007

Judge Fitzgerald expunged Claim Nos. 8250 and 8251 for all
purposes.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WILLIAM LYON: Lender Foreclosed on East Garrison Property
---------------------------------------------------------
William Lyon Homes disclosed in a Form 10-Q filing on Monday that
at September 30, 2009, it had construction notes payable amounting
to $61.4 million.  The construction notes have various maturity
dates through 2017 and bear interest at rates ranging from prime
plus 0.25% to prime plus 1.00% at September 30, 2009.  Interest is
calculated on the average daily balance and is paid following the
end of each month.

William Lyon is the sole member of Lyon East Garrison Company I,
LLC which is a member with Woodman Development Company, LLC --
Members -- in East Garrison Partners I, LLC.  East Garrison had a
non-recourse construction note payable with an outstanding balance
of $56.2 million as of June 30, 2009 related to the acquisition
and development of real estate in Monterey County, California.  In
addition to the non-recourse construction note payable, the
Company and affiliates of the other Member entered into a
completion guaranty.  The construction note payable was secured by
the underlying land parcel.

Based on general economic conditions at the time, the Members of
East Garrison and the construction note lender determined to
temporarily suspend further entitlement and development of the
project, at which time it was agreed that certain site
improvements would be completed to prepare and protect the site
for a delay of approximately two years.  The Company and
affiliates of the other Member of East Garrison concluded that the
completion of these site improvements satisfied the obligation
under the completion guaranty.

The lender agreed to fund the site improvements under the
guaranty; however the lender stopped funding for the improvements,
which left East Garrison with unpaid invoices.  During this same
period, East Garrison received several letters from the lender
alleging default under the construction loan agreement which the
Members contended were invalid based on previous discussions.  In
addition, under the terms of the construction loan agreement, East
Garrison was required to reduce the loan commitment from $75.0
million to $35.0 million by January 31, 2009, which required a
$21.2 million pay down.

East Garrison did not make the required pay down on January 31,
2009 and was in default under the construction loan agreement.  In
September 2009, the Lender under the construction note payable
sold the note to a third party, at which time the new holder of
the note foreclosed on the property owned by East Garrison.  Since
the asset was written-down to fair value during 2008, there was no
significant loss recorded at foreclosure during 2009 related to
the $56.2 million and related note payable written-off upon
foreclosure.  The lender and East Garrison waived all construction
guaranties and obligations under the construction note payable.

           Revolving Mortgage Warehouse Credit Facilities

The Company, through its mortgage subsidiary and one of its
unconsolidated joint ventures, had entered into two revolving
mortgage warehouse credit facilities with banks to fund its
mortgage origination operations.  The original credit facility,
provided for revolving loans of up to $22.5 million outstanding.
The Company's mortgage subsidiary and one of its unconsolidated
joint ventures entered into an additional $20.0 million credit
facility.  Mortgage loans are generally held for a short period of
time and are typically sold to investors within 7 to 15 days
following funding.  The facilities are secured by substantially
all of the assets of each of the borrowers, including the mortgage
loans held for sale, all rights of each of the borrowers with
respect to contractual obligations of third party investors to
purchase such mortgage loans, and all proceeds of sale of such
mortgage loans.  At September 30, 2009, the outstanding balance
under these facilities was paid down to zero in conjunction with
the winding down of operations of the Company's mortgage
subsidiaries.

                      About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

As of September 30, 2009, the Company had $738,740,000 in total
assets against $597,784,000 in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on November 3, 2009,
Standard & Poor's Ratings Services lowered its issue rating on
William Lyon Homes' senior unsecured notes to 'D' from 'CC'.  S&P
also revised its recovery rating to '6', which indicates its
expectation for negligible (0%-10%) recovery, from '5', which
indicated S&P's expectation for a modest (10%-30%) recovery.  At
the same time, S&P placed its 'CCC-' corporate credit rating on
the privately held homebuilder on CreditWatch with positive
implications.

"S&P lowered its rating on William Lyon's senior unsecured notes
after the Newport Beach, Calif.-based homebuilder repurchased
certain of its notes at a large discount to their face value,
which S&P viewed as tantamount to default under its criteria for
exchange offers and similar restructurings," said credit analyst
James Fielding.  "S&P revised its recovery rating because the
company obtained a new secured loan commitment that could diminish
the recovery prospects for unsecured creditors.  However, the new
loan bolsters liquidity, in S&P's view, and it appears that
several of the company's key housing markets are firming."

S&P will resolve its CreditWatch placement after the company
releases its third-quarter earnings and after we've had the
opportunity to discuss near-term capital plans with this privately
held company's management team.  S&P would raise its corporate
credit rating one notch, to 'CCC', if the company appears likely
to maintain capacity to repay its near-term obligations and
indicates that operating pressures continued to ease in the third
quarter.  However, S&P will maintain its 'D' ratings on the notes
until S&P is reasonably comfortable that additional discounted
repurchases are unlikely.


* Corporate Default Rate Rises to 9.71% in Oct. 2009, Says S&P
--------------------------------------------------------------
The number of global weakest links remains elevated, even as the
economy starts to show signs of recovery. As of Nov. 11, 2009,
there were 251 weakest links, which is down from the record high
of 300 in April but higher than the 207 recorded one year ago,
said an article published November 16 by Standard & Poor's, titled
"Global Bond Markets' Weakest Links And Monthly Default Rates
(Premium)." The 251 weakest links have combined rated debt worth
$268.44 billion.

Weakest links are issuers rated 'B-' and lower with a negative
outlook or ratings on CreditWatch negative.

"The U.S. leads in the number of weakest links, with 172 of the
251 entities, or 69%," said Diane Vazza, head of Standard & Poor's
Global Fixed Income Research Group.  "By sector, media and
entertainment, forest products and building materials, and banks
were the most vulnerable, with the highest concentrations of
weakest links."

Corporate default rates across regions have risen significantly in
2009, reaching levels not seen since prior recessions. Through
Nov. 11, 2009, 243 issuers defaulted, affecting debt worth $573.00
billion. By comparison, 126 defaults were recorded in all of 2008,
affecting debt worth $433 billion.  "The 12-month-trailing global
corporate speculative-grade default rate increased to 9.71% in
October 2009 from 9.59% in September and is now more than 12x the
25-year low of 0.79% recorded in November 2007," said Ms. Vazza.

The marked improvement in financial conditions has altered S&P's
expectations for corporate default rates within the one-year
forecast horizon.

The sharp decline in funding costs, the reopening of the bond
markets (even for low-rated issuance), and the abatement of VIX
volatility are factors that likely will lower refinancing costs,
even for low-rated issuers.  As a result, our baseline projection
for the U.S. corporate speculative-grade default rate is 6.9% in
September 2010.

The standard version of this article is part of S&P's standard
Global Fixed Income Research content. The premium version contains
expanded analysis of the article's most significant points,
typically broken out by sector and region.


* Lenders' Outlook for 2010 Economy at Highest Level in Years
-------------------------------------------------------------
Lenders expectations for the economy showed continued improvement
for the next six months and even further optimism for the
following six-month outlook.  Lenders expect the economy to
perform at a "high-C" level during the next six months.  The "out
six months" outlook improved to a "moderate-B" expectation level
which is the highest forecasted level in the previous nine
surveys, according to the results of last quarter's Phoenix
Management "Lending Climate in America" Survey.

Sixty-three percent of respondents believe the 2009 holiday retail
spending activity will be very similar compared to 2008.  Twenty-
eight percent of lenders believe that the 2009 holiday retail
spending activity will decrease compared to last year's activity,
as a result of increased consumer fiscal awareness and less
disposable income.  Nine percent of respondents are hopeful that
holiday retail spending in 2009 will be higher than in 2008 due to
improvements in consumer confidence.  This is an extremely
important economic indicator as consumer spending represents
approximately two-thirds of our nation's economy.

"It's great to see such confidence in the direction our economy is
headed," said Phoenix Managing Director and Shareholder Michael
Jacoby.  "However it is interesting to see the differing opinions
on the government's impact on the economy during the past year."

Results show that lenders are mixed regarding the U.S.
Government's impact on the financial industry during the past
year.  Forty-five percent of respondents believe the economy is in
a better position today because of the government's interaction
than it would have been without its aid.  Twenty-two percent of
lenders feel that massive government spending of over $1 trillion
in order to aid the economy will have a devastating impact on our
nation's massive fiscal deficit, which will hurt our long-term
economic growth.  Twenty percent of lenders are thankful that the
government used quick and decisive actions which prevented the
economy to fall into a deeper tailspin.  Eleven percent believes
that the government imposed too many restrictive regulations,
which will hurt the country's short- and long-term economic
growth.  The remaining two percent gave "Other" responses.

More than half of all respondents -- 55 percent -- believe that
today's business owners' main emphasis regarding their own
business model is focused on short-term survival with an
anticipated recovery.  Even though over 50 percent of polled
lenders indicate concern regarding their clients' business models
in the current economic environment, 17 percent believe that
business owners' are capitalizing on market opportunities as a
result of other competitors' struggles, while 16 percent are
confident in their business model navigating them through the
current economic environment.  According to lenders, twelve
percent are solely focused on surviving the recession.

                        About Phoenix

Phoenix Management Services is an operationally focused advisory
firm, providing turnaround, crisis and interim management services
to middle market companies in transition.  Since 1985, Phoenix has
aggressively advocated on behalf of its clients in over 900
assignments nationwide by providing tangible operating solutions,
effecting real change and performance improvement.

Phoenix Capital Resources specializes in providing capital
advisory services to middle market companies in transition. As an
operationally focused firm, Phoenix Capital assists distressed and
growth-oriented companies with complex transactions including re-
financings, restructurings, capital raising, mergers and
acquisitions, recapitalizations and auctions in the context of a
bankruptcy.  Phoenix Capital's mission is to maximize
transactional value and return on investment for its clients.


* PBGC Ends 12 Months Ended Sept. 30 with $22-Bil. Deficit
----------------------------------------------------------
The Pension Benefit Guaranty Corporation ended fiscal year 2009
with an overall deficit of $22 billion, according to the agency's
Annual Management Report submitted to Congress November 13.  The
result compares with the $11.2 billion deficit recorded at the
previous fiscal year-end on September 30, 2008.

The deficit in the PBGC's insurance program for single-employer
pension plans widened to $21.1 billion for the year, $10.4 billion
more than the prior-year's $10.7 billion shortfall.  The separate
insurance program for multiemployer pension plans posted a deficit
of $869 million, exceeding last year's $473 million shortfall by
$396 million.

In an interim report to Congress in May, the agency showed a
record deficit of $33.5 billion, based on unaudited numbers at the
fiscal year mid-point on March 31.

The Annual Management Report classified 27 large pension plans
with total underfunding of $1.64 billion as probable losses on the
PBGC balance sheet.  The report also shows that the agency's
potential exposure to future pension losses from financially weak
companies increased to about $168 billion from the $47 billion
booked in fiscal year 2008.

"Exposure to possible future terminations means that we could face
much higher deficits in the future," said Acting Director Vincent
K. Snowbarger.  "We won't fail to meet our obligations to
retirees, but ultimately we will need a long-term solution to
stabilize the pension insurance program."

The main factors for the year-over-year decline in the single-
employer program's net position included a $10.6 billion charge
due to an unfavorable change in interest factors, $4.2 billion in
losses from completed and probable terminations, a $3.9 billion
charge due to passage of time, and $383 million of administrative
and other expenses.  These amounts were offset by $6.3 billion in
investment income, $1.8 billion in net premium income, and a
credit of $573 million from actuarial adjustments.   The PBGC's
investment rate of return was 13.2 percent.

As of September 30, the single-employer program reported assets of
$68.7 billion and liabilities of $89.8 billion.  During the year,
the single-employer program took in 144 newly terminated pension
plans.  The program is directly responsible for the benefits of
almost 1.5 million workers and retirees in some 4,000 pension
plans.  Overall benefit payments in 2009 totaled $4.5 billion, up
from $4.3 billion a year ago.  The program insures the pensions of
33.6 million Americans in about 27,600 ongoing plans sponsored by
private-sector employers.

The insurance program for multiemployer plans has about $1.5
billion in assets to cover about $2.3 billion in liabilities.  The
PBGC does not become trustee of multiemployer plans, but instead
offers financial assistance to insolvent plans.  In 2009 such
assistance totaled $86 million to 43 plans.  Overall, the
multiemployer program insures the pensions of more than
10.4 million Americans in some 1,500 plans.

PBGC's financial statements are prepared in accordance with
accounting principles generally accepted in the United States of
America.  The financial statements for fiscal year 2009 received
an unqualified audit opinion for the 17th consecutive year.
Clifton Gunderson LLP performed the audit under contract with the
Corporation's Inspector General, who oversees the audit.

PBGC is a federal corporation created under ERISA.  It currently
insures the basic pension benefits of about 44 million American
workers and retirees in more than 29,000 private-sector defined
benefit pension plans.  The Corporation receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by PBGC's investment returns.


* TARP Can't Save Some Banks, Report Says
-----------------------------------------
ABI reports that U.S. regulators have seized or threatened at
least 27 banks that received capital infusions from the Troubled
Asset Relief Program, including some lenders that government
officials knew were troubled when they awarded the money.


* MyEasy7.com Helps People File Chapter 7 Without Attorney
----------------------------------------------------------
Over the weekend, hundreds of people visited a new, revolutionary
website that helps people file for Chapter 7 Bankruptcy without an
attorney.

MyEasy7.com went live and almost as soon as ads for the website
appeared on the E! Entertainment network over the weekend,
hundreds of new users flooded the website to see if they were
eligible to file Chapter 7 Bankruptcy.  They were attracted by the
website's ability to determine an individual's eligibility for
Chapter 7 Bankruptcy immediately for free.  Some individuals who
did qualify went on to use the website's form processing software
that enables people to complete the paperwork to file Bankruptcy
without an attorney.

"Bankruptcy is a complicated process," said Michael Greiner,
founder of the new company and its President.  "We bring
everything together in one place to help people who are unable to
afford the cost of hiring an attorney."

For those who qualify for Chapter 7 Bankruptcy, the program walks
them through the process of filling out all the forms and filing
them with their local Bankruptcy court.  For just $199, users get
their credit report information downloaded into the software, they
are helped through the process of completing the long and
complicated forms, they get links to a credit counseling company
to do the required counseling, and they get directions to help
them complete the rest of the process. For people who need the
assistance of an attorney, the website offers links to qualified
Bankruptcy lawyers.

Greiner, a successful Bankruptcy attorney in practice in the
Detroit area, founded this website because he regularly saw
individuals in court, struggling to file Bankruptcy without an
attorney.  "This website is really designed for those with
relatively straight-forward cases," Greiner said.  "But each
month, hundreds of cases are filed that could use the help of a
website like this one.  The activity over last weekend shows that
this website serves a huge unmet need."


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
In Re Shiptrade, Inc.
   Bankr. E.D. N.Y. Case No. 09-78584
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/nyeb09-78584.pdf

In Re Ascolese Italian Restaurant, LLC
   Bankr. Ariz. Case No. 09-28988
      Chapter 11 Petition filed November 11, 2009
         See http://bankrupt.com/misc/azb09-28988.pdf

In Re Complete Packaging & Fulfillment, Inc.
   Bankr. C.D. Calif. Case No. 09-37290
      Chapter 11 Petition filed November 11, 2009
         See http://bankrupt.com/misc/cacb09-37290.pdf

In Re C & C Marble
   Bankr. S.D. Fla. Case No. 09-34895
      Chapter 11 Petition filed November 11, 2009
         See http://bankrupt.com/misc/flsb09-34895.pdf

In Re Prive Vegas, LLC
       dba Living Room
       dba Prive
   Bankr. S.D. Fla. Case No. 09-34880
      Chapter 11 Petition filed November 11, 2009
         See http://bankrupt.com/misc/flsb09-34880.pdf

In Re PVPH, LLC
   Bankr. S.D. Fla. Case No. 09-34883
      Chapter 11 Petition filed November 11, 2009
         See http://bankrupt.com/misc/flsb09-34883.pdf

In Re Robinson Wrecking Company, Inc.
   Bankr. W.D. Ky. Case No. 09-35782
      Chapter 11 Petition filed November 11, 2009
         See http://bankrupt.com/misc/kywb09-35782.pdf

In Re David R. Fothergill
      Nadine I. Fothergill
   Bankr. W.D. Mo. Case No. 09-45552
      Chapter 11 Petition filed November 11, 2009
         See http://bankrupt.com/misc/mowb09-45552.pdf

In Re Blue Diamond Company
   Bankr. M.D. Pa. Case No. 09-08799
      Chapter 11 Petition filed November 11, 2009
         See http://bankrupt.com/misc/pamb09-08799.pdf

In Re E&M Express, Inc.
   Bankr. M.D. Pa. Case No. 09-08800
      Chapter 11 Petition filed November 11, 2009
         See http://bankrupt.com/misc/pamb09-08800.pdf

In Re Val D. Zanetti
      Peggy Cahill Zanetti
   Bankr. S.D. Ala. Case No. 09-15270
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/alsb09-15270.pdf

In Re Alta Mesa Construction One, LLC
   Bankr. Ariz. Case No. 09-29081
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/azb09-29081.pdf

In Re Firebird Tire Service, Inc.
   Bankr. Ariz. Case No. 09-29239
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/azb09-29239.pdf

In Re Mike Olari
      Ana Olari
   Bankr. Ariz. Case No. 09-29141
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/azb09-29141.pdf

In Re Anh Van Nguyen
      Tuan X Nguyen
   Bankr. C.D. Calif. Case No. 09-22520
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/cacb09-22520.pdf

In Re Dean A. Mensah
   Bankr. C.D. Calif. Case No. 09-25119
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/cacb09-25119.pdf

In Re Luis S. Sousa
   Bankr. E.D. Calif. Case No. 09-93682
      Chapter 11 Petition filed November 12, 2009
         Filed as Pro Se

In Re Richard J. Goodman
   Bankr. E.D. La. Case No. 09-13763
      Chapter 11 Petition filed November 12, 2009
         Filed as Pro Se

In Re Mehdi Navid
   Bankr. Md. Case No. 09-31944
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/mdb09-31944.pdf

In Re Glenmartin Inc.
   Bankr. W.D. Mo. Case No. 09-22388
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/mowb09-22388.pdf

In Re Neal Unruch
      Ilene Hershman Unruch
   Bankr. N.J. Case No. 09-40534
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/njb09-40534.pdf

In Re Jeffrey Paul Ciruli
      Tiffany Rae Rowland Ciruli
   Bankr. N.M. Case No. 09-15191
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/nmb09-15191.pdf

In Re Gwendolyne F. Pack
   Bankr. Nev. Case No. 09-31448
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/nvb09-31448.pdf

In Re Veranda Fine Homes, Ltd.
   Bankr. N.D. Texas Case No. 09-37757
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/txnb09-37757.pdf

In Re P & K Restaurant, LLC
   Bankr. E.D. Va. Case No. 09-19327
      Chapter 11 Petition filed November 12, 2009
         See http://bankrupt.com/misc/vaeb09-19327.pdf

In Re B&C Bindery Service, Inc.
   Bankr. E.D. Ark. Case No. 09-18388
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/areb09-18388.pdf

In Re Linda Grigsby Management Corporation
   Bankr. W.D. Ark. Case No. 09-75761
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/arwb09-75761.pdf

In Re Luis Javier Rodriguez
      Lorraine Rodriguez
   Bankr. Ariz. Case No. 09-29295
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/azb09-29295.pdf

In Re Pinch Pick-Up & Delivery Co., LLC
   Bankr. Ariz. Case No. 09-29350
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/azb09-29350.pdf

In Re Shea Enterprises, Inc.
   Bankr. Ariz. Case No. 09-29380
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/azb09-29380.pdf

In Re Steven Allen Dalby
   Bankr. C.D. Calif. Case No. 09-22575
      Chapter 11 Petition filed November 13, 2009
         Filed as Pro Se

In Re Jeffrey H. Klein
      Maria Victoria Pasion-Klein
   Bankr. S.D. Calif. Case No. 09-17481
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/casb09-17481.pdf

In Re JDM Associates, Inc.
       dba McCormick and Associates
   Bankr. N.D. Ga. Case No. 09-24867
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/ganb09-24867.pdf

In Re Diverisifed Trafic Services, Inc.
   Bankr. S.D. Ga. Case No. 09-51227
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/gasb09-51227.pdf

In Re Robert Dean Elzner, Jr.
   Bankr. Idaho Case No. 09-41790
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/idb09-41790.pdf

In Re Sullivan Construction, LLC
   Bankr. Idaho Case No. 09-41794
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/idb09-41794.pdf

In Re Western Design Construction Inc.
   Bankr. Idaho Case No. 09-41791
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/idb09-41791.pdf

In Re Karma, Lounge
   Bankr. Md. Case No. 09-32090
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/mdb09-32090.pdf

In Re Marlboro Physical Therapy, PA
   Bankr. N.J. Case No. 09-40605
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/njb09-40605.pdf

In Re NuMarket, L.L.C.
       dba Wine Country
   Bankr. N.J. Case No. 09-40553
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/njb09-40553.pdf

In Re Nestor Salgado
      Jennifer Lynn Salgado
   Bankr. Nev. Case No. 09-31520
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/nvb09-31520.pdf

In Re Marianne Webber
      Charles Webber
   Bankr. S.D. N.Y. Case No. 09-16803
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/nysb09-16803.pdf

In Re Everett Bradley Williams
       dba Williams Farms
      Sheria Michele Williams
       dba Williams Farms
   Bankr. W.D. Tenn. Case No. 09-14692
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/tnwb09-14692.pdf

In Re Tree Top Bird, LLC
   Bankr. N.D. Texas Case No. 09-37795
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/txnb09-37795.pdf

In Re Gary D. Hoblyn
   Bankr. Wyo. Case No. 09-21158
      Chapter 11 Petition filed November 13, 2009
         See http://bankrupt.com/misc/wyb09-21158.pdf

In Re Mel Harold Connley
      Gay Harrington Connley
   Bankr. C.D. Calif. Case No. 09-22643
      Chapter 11 Petition filed November 15, 2009
         See http://bankrupt.com/misc/cacb09-22643.pdf

In Re SCSL Inc
   Bankr. Alaska Case No. 09-00852
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/akb09-00852.pdf

In Re Donald William Kamela
      Sierra Annie Wallwork Kamela
        aka Sierra Wallwork
   Bankr. Ariz. Case No. 09-29473
      Chapter 11 Petition filed November 16, 2009
         Filed as Pro Se

In Re Vos Partners #26 LLC
   Bankr. Ariz. Case No. 09-29485
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/azb09-29485.pdf

In Re CFC Fitness, Inc.
        dba Platinum Medical Spa
   Bankr. C.D. Calif. Case No. 09-22694
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/cacb09-22694.pdf

In Re Cheri Fu
        aka Shyu Le-Sheng Fu
        aka Cheri Le-Scheng
        aka Cheri Le-Sheng Fu
        aka Cheri Shyu
   Bankr. C.D. Calif. Case No. 09-22699
      Chapter 11 Petition filed November 16, 2009
         Filed as Pro Se

In Re J Top Group LLC
   Bankr. C.D. Calif. Case No. 09-42098
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/cacb09-42098.pdf

In Re Thomas Fu
        aka Wai Fun Yu
        aka Wai Fun Fu
        aka Thomas Chian-cin
   Bankr. C.D. Calif. Case No. 09-22695
      Chapter 11 Petition filed November 16, 2009
         Filed as Pro Se

In Re PJ & Son Enterprises, Inc.
   Bankr. S.D. Fla. Case No. 09-35180
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/flsb09-35180.pdf

In Re Steven V. McClardy
       dba MCL Tours
       dba MCL Enterprises
       dba Superior Transportation
   Bankr. N.D. Ga. Case No. 09-90432
      Chapter 11 Petition filed November 16, 2009
         Filed as Pro Se

In Re Jaxa Holdings, LLC
   Bankr. Hawaii. Case No. 09-02660
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/hib09-02660.pdf

In Re Advanced Plumbing Corp.
   Bankr. N.D. Ill. Case No. 09-43309
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/ilnb09-43309.pdf

In Re Robert Dale Morton
      Nancy Jo Morton
   Bankr. W.D. Mo. Case No. 09-31388
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/mowb09-31388.pdf

In Re Keep Safe LLC
   Bankr. Nev. Case No. 09-31585
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/nvb09-31585.pdf

In Re S.K. Enterprises, Inc.
   Bankr. Nev. Case No. 09-31627
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/nvb09-31627.pdf

In Re Kurt's Kitchen & Bath Concepts, Inc.
   Bankr. N.J. Case No. 09-40901
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/njb09-40901.pdf

In Re Dunimus Outreach Ministries, Inc.
   Bankr. E.D. N.C. Case No. 09-09967
      Chapter 11 Petition filed November 16, 2009
         Filed as Pro Se

In Re G.M.F., Inc.
   Bankr. Nev. Case No. 09-31635
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/nvb09-31635.pdf

In Re Advanced Recycling Equipment, Inc.
   Bankr. W.D. Pa. Case No. 09-12123
      Chapter 11 Petition filed November 16, 2009
         See http://bankrupt.com/misc/pawb09-12123.pdf

In Re New Birth Community Church
   Bankr. E.D. Va. Case No. 09-37552
      Chapter 11 Petition filed November 16, 2009
         Filed as Pro Se



                           *********

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.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***