TCR_Public/091013.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 13, 2009, Vol. 13, No. 283

                            Headlines

523 BROAD STREET: Case Summary & 4 Largest Unsecured Creditors
ACCEPTANCE INSURANCE: Appeals Court Dismisses Claim Against U.S.
ACCURIDE CORP: Wants Schedules Filing Deadline Moved to Dec. 7
ACCURIDE CORP: Discloses Debt Restructuring Agreement
ACCURIDE CORP: Obtains Lenders' Forbearance re Canadian Unit

ACCURIDE CORP: Tinicum Discloses 8.5% Equity Stake
ACCURIDE CORPORATION: Chapter 11 Cues Moody's to Withdraw Ratings
AGRIPROCESSORS INC: Former Manager to be Tried for Fraud Charges
ALL-AMERICAN SPORTPARK: Board Elects Cara Brunette as Director
AMERICAN KEYSTONE: Insurer Ordered into Receivership

AMERITYRE CORP: Common Stock Subject to Potential Delisting
ARC PRESSURE DATA: Case Summary & 20 Largest Unsecured Creditors
ARTHUR WILMER: Case Summary & 5 Largest Unsecured Creditors
AURORA OIL: Gets Final Approval of BNP Paribas DIP Financing
AWAL BANK: Seeks Chapter 15 After Bahrain Filing

B-SWDE3: Voluntary Chapter 11 Case Summary
BABY TREND INC: Case Summary & 7 Largest Unsecured Creditors
BARZEL INDUSTRIES: JPM DIP Facility Requires Sale by Mid-November
BARZEL INDUSTRIES: Amends List of Largest Unsec. Creditors
BARZEL INDUSTRIES: Hires CB Richard as Exclusive Sales Agent

BARZEL INDUSTRIES: Proposes Houlihan as Financial Advisor
BASSETT FURNITURE: Posts $3.4-Mil. Loss, Gets Loan Deal Waiver
BATH JUNKIE: Files for Chapter 11 Bankruptcy Protection
BEAR STEARNS: Fraud Trial vs. Cioffi and Tannin to Start Today
BEARINGPOINT INC: Perot Systems to Acquire China Consulting Unit

BEDROCK INTERNATIONAL: Can Access Cash Collateral Until October 31
BENJAMIN VALENZUELA: Case Summary & 20 Largest Unsecured Creditors
BERNARD MADOFF: Clawback Claim Against Cohmad Hiked to $245-Mil.
BLUE CHALK CAFE: Case Summary & 20 Largest Unsecured Creditors
BOMBARDIER INC: Moody's Upgrades Speculative Grade Liquidity

BRAINTECH INC: Pays Royal Bank of Canada Loan in Full
BRAZOS RIVER: Distressed Debt Exchange Cues S&P to Junk Ratings
BRUCE POVALISH: Case Summary & 20 Largest Unsecured Creditors
BTS MONTERREY: In Default Under Palms of Monterrey Note
BUILDING MATERIALS: SelectBuild Settles Employee Suit for $241,000

CAMELOT SPORTS GROUP: Voluntary Chapter 11 Case Summary
CANWEST GLOBAL: CCAA Restructuring Database
CANWEST GLOBAL: U.S. Court Issues TRO Against Creditors
CANWEST GLOBAL: Wins Nod From CCAA Court to Obtain C$100MM Loan
CAPITAL CORP: Court Sets October 22 Disclosure Statement Hearing

CENTERPOINT ENERGY: Fitch Takes Actions on Issuer and Debt Ratings
CIT GROUP: Debt-Exchange Offer Gets Little Interest, Says Report
CITIGROUP INC: Phibro Acquired by Occidental Petroleum
CLARIENT INC: Amends License Deal with Prediction Sciences
CLEAR CHANNEL: Hill's Tenure as Accounting Head to End March 2010

COINMACH SERVICE: S&P Downgrades Corporate Credit Rating to 'SD'
COOPER-STANDARD: Committee Gets Nod for Bennett as Canada Attys.
COOPER-STANDARD: Court Approves Kramer as Committee Counsel
COOPER-STANDARD: Young Conaway Authorized as Committee Co-Counsel
CORUS BANK: Sonoma Drive Purchases Monterrey Note at Discount

CRUCIBLE MATERIALS: Union Reaches Pact with New Owner
CRUSADER ENERGY: Court Approves SandRidge-Led Auction
CYNERGY DATA: Wins Approval to Sell Assets to ComVest Group
DOLLAR THRIFTY: NYSE to Delist Preferred Share Purchase Rights
DUNE ENERGY: To Seek Shareholder OK of 1-for-5 Reverse Stock Split

DUNE ENERGY: UBS AG Reports 43.99% Equity Stake
EDGE PETROLEUM: Gets Initial Approval to Use Cash Collateral
EDGE PETROLEUM: Nasdaq Delists Securities on Chapter 11 Filing
EMMIS COMMUNICATIONS: Restates Annual & Quarterly Reports
ENCHANTMENT LLC: Files for Chapter 11 Bankruptcy Protection

ENCHANTMENT LLC: Voluntary Chapter 11 Case Summary
ENVIRONMENTAL TECTONICS: Obtains Covenant Relief from PNC Bank
EQUIPMENT FINDERS: Gets Temporary OK to Access Cash Collateral
ESP PRINTING INC: Case Summary & 20 Largest Unsecured Creditors
EVERGREEN ENERGY: Out of Compliance with NYSE Arca Listing Rules

EXTENDED STAY: Wins Turnaround Plan Extension Amid Loan Probe
F&H DEVELOPMENT CO INC: Case Summary & Unsecured Creditor
FAIRPOINT COMMS: Bank Debt Trades at 22% Off in Secondary Market
FIVE STAR OF CENTRAL: Case Summary & 20 Largest Unsec. Creditors
FLEETWOOD ENTERPRISES: Can Use Cash Collateral Until January 31

FLYING J: Wants to Sell ERCs to Hydrogen Energy for $9.7 Million
FM RIVERWALK: Voluntary Chapter 11 Case Summary
FREEDOM COMMUNICATIONS: Creditors Slam Freedom's $7M Bonus Bid
FREMONT GENERAL: Hearing on Plan Outlines to Continue Tomorrow
FREMONT GENERAL: Terms of Creditors Committee's Revised Plan

GALLERIA (USA): Affiliate's Deals May Have Gone Sour, Report Says
GENCORP INC: Board Approves Amendments to Pension Plans
GENCORP INC: Mulls Options on 4% Notes; In Talks with Lenders
GENCORP INC: Posts $12.1 Million Net Income for Fiscal Q3
GENERAL MOTORS: Asbestos Claimants Oppose Remy Stay Request

GENERAL MOTORS: Court OKs Payment of Ex-Directors' Attorneys Fees
GENERAL MOTORS: GM, Tengzhong Reach Deal on Sale of Hummer Brand
GENERAL MOTORS: PI Claimants Demand Info on Asbestos Liabilities
GENERAL MOTORS: U.S. Trustee, Creditors Agree on Fee Examiner
GEOEYE INC: Closes $400-Mil. Private Placement of 9.625% Notes

GENTA INC: Warrell & Itri Disclose 27.4% Equity Stake
GUARANTY FINANCIAL: NYSE Removes Common Stock From Listing
GUIDED THERAPEUTICS: Receives $2.5MM Grant from Cancer Institute
HARRAH'S OPERATING: Bank Debt Trades at 3.15% Off
HEALTH MANAGEMENT: Bank Debt Trades at 7.11% Off

HERMITAGE APARTMENTS: Case Summary & 20 Largest Unsec. Creditors
HERMITAGE DEVELOPERS: C. Holland's Client Tries to Recoup $325,000
HISTORIC U.S. NATIONAL: Case Summary & 20 Largest Unsec. Creditors
HYDRALOGIC SYSTEMS: Lender Agrees to Forbear Until Oct. 31
IDEARC INC: Bank Debt Trades at 58.33% Off in Secondary Market

IMAGEWARE SYSTEMS: BET Funding Advances $300,000, Pledges $700,000
INFOLOGIX INC: Taps SSG to Explore Restructuring Options
INTERMOST CORP: Albert Wong Raises Going Concern Doubt
IRWIN FINANCIAL: NYSE Delists Securities Effective October 16
JAMES COBB: Case Summary & 20 Largest Unsecured Creditors

JOHN STOKES: To Appeal Case Conversion, Rejection of Extension
JOSEPH DELGRECO: Case Summary & 18 Largest Unsecured Creditors
JOSEPH HAYES: Case Summary & 18 Largest Unsecured Creditors
KB HOME: SEC Launches Probe on Accounting
LANDAMERICA FIN'L: Details of Fine-Tuned Liquidating Plan

LANDAMERICA FIN'L: PBGC Says Plan Has Inadequate Info on Pensions
LANDAMERICA FIN'L: To Seek Approval of Disc. Statement Oct. 13
LANDAMERICA FIN'L: Various Parties Object to Plan Outline
LAUREATE EDUCATION: Bank Debt at 8% Off in Secondary Market
LEAR CORP: Bank Debt Trades at 7.58% Off in Secondary Market

LEARNING CARE: S&P Junks Corporate Credit Rating From 'B-'
LEHMAN BROTHERS: To Auction Art Collection on November 1
LEVI STRAUSS: Posts $40.7MM Net Income for August 30 Quarter
LEWIS EQUIPMENT: Can Access Frost Cash Collateral until October 18
LEWIS EQUIPMENT: Wants to Sell Tower Cranes to Southwest Shipyards

LIGHTHOUSE FINANCIAL: Wants to Use CapitalSource Cash Collateral
LINDA SMITH: Case Summary & 16 Largest Unsecured Creditors
LITHIUM TECHNOLOGY: Incurs $3-Mil. Net Loss in 2nd Quarter
LIZ CLAIBORN: JC Penney Deal Won't Affect Moody's 'B2' Rating
LNR PROPERTY: Bank Debt Trades at 24.6% Off in Secondary Market

LODGIAN INC: Says Crowne Plaza and Merrill Lynch Loans in Default
MAINLINE CONTRACTING: Wants Access to Cash Securing BB&T Loan
MARGAUX WESTOVER: Files for Chapter 11, Blames Economic Woes
MARK HILL: Case Summary & 20 Largest Unsecured Creditors
MARTENSE NEW YORK: Case Summary & 16 Largest Unsecured Creditors

MDWERKS INC: Chris Phillips Steps Down as Director
MERIDIAN RESOURCE: Forbearance Pact Expires October 14
MERRILL LYNCH: To Surrender Docs on BofA Acquisition Advice
METRO-GOLDWYN-MAYER: Bank Debt Trades at 43.2% Off
METROPCS WIRELESS: Bank Debt Trades at 4.53% Off

MICHAELS STORES: Bank Debt Trades at 12% Off in Secondary Market
MORRIS PUBLISHING: Lenders Extend Waiver Until October 16
MSGI SECURITY: Delays Annual Report for Year Ended June 30
MT CARMEL MISSIONARY: Case Summary & 5 Largest Unsecured Creditors
NCI BUILDING: Extends Exchange Offer to October 19

NCI BUILDING: Finalizes Terms of New $125 Million ABL Facility
NEXT INC: Forbearance Pact Extended Until Oct. 30
NORTEL NETWORKS: Proposes to Hold Ciena-Led Auction for Ethernet
NORTH END PROPERTIES: Voluntary Chapter 11 Case Summary
NOVA CHEMICALS: S&P Assigns 'B-' Rating on US$500 Mil. Bonds

NOVADEL PHARMA: Receives $111,665 From Sale of Shares to Seaside
NTK HOLDINGS: $250MM ABL Facility Satisfies Forbearance Deal
OMNIRELIANT HOLDINGS: KBL LLP Raises Going Concern Doubt
ONE TWENTY NINE: Case Summary & 20 Largest Unsecured Creditors
OPEN TEXT: S&P Raises Ratings on Senior Credit Facility From 'BB+'

OSI RESTAURANT: Bank Debt Trades at 15.4% Off in Secondary Market
OUTFITTER MANUFACTURING: Case Summary & 20 Largest Unsec Creditors
OXIS INTERNATIONAL: Bristol Forbearance Permits Securities Sale
PAC ORGANIC: Case Summary & 20 Largest Unsecured Creditors
PALMDALE HILLS: Trustee to Release Funds for Property Maintenance

PAMELA RIDLEY: Case Summary & 20 Largest Unsecured Creditors
PAXTON REALTY: Case Summary & 5 Largest Unsecured Creditors
PHILADELPHIA NEWSPAPERS: Asset Sale to Local Interests Nixed
PHILADELPHIA NEWSPAPERS: To Auction Off Property in Philadelphia
POLAROID CORPORATION: Can Use Cash Collateral Until December 31

PORTA SYSTEMS: Board, Shareholder OK 1-for-500 Reverse Split
PREMIER ENTERTAINMENT: Liquidated Damages Clause Unenforceable
PROTECTION ONE: Appoints Peter Ezersky to Board of Directors
PTS CARDINAL: Bank Debt Trades at 13% Off in Secondary Market
QUEST RESOURCE: Inks Amendment to Merger Agreement

R & G PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
RAPTOR PHARMACEUTICAL: Dismisses Ernst & Young as Auditors
REAL MEX: Commences Exchange Offer for 14% Senior Secured Notes
REALOGY CORP: Bank Debt Trades at 17% Off in Secondary Market
REALOGY CORP: S&P Affirms 'C' Rating on Second-Lien Term Loan

RENEW ENERGY: Creditors, Bondholders Object to 'Rushed' Sale
RENWOOD VINEYARD: Case Summary & 17 Largest Unsecured Creditors
REVLON CONSUMER: S&P Puts 'B-' Rating on CreditWatch Positive
RITE AID: Has Placed Bohemia, NY Distribution Center for Sale
ROCKY BAY LLC: Case Summary & 9 Largest Unsecured Creditors

SAMSONITE STORES: Files Amended Chapter 11 Plan
SEA LAUNCH: Creditors Challenge Boeing's Top Status
SELECT MEDICAL: Bank Debt Trades at 3.2% Off in Secondary Market
SEQUENOM INC: Dr. Stylli Resigns From Board of Directors
SIERRA KINGS: Voluntary Chapter 11 Case Summary

SIMPLY MEDIA: First Circuit Frowns on Second Frivolous Appeal
SINCLAIR BROADCAST: Commences Tender Offers for 3% & 4.875% Notes
SINCLAIR BROADCAST: Moody's Reviews 'Caa2' Corporate Family Rating
SMITTY'S BUILDING: Exits Chapter 11, Mulls Sale of Alexandria Unit
SMURFIT-STONE: Creditors Transfer Ownership of 56 Claims

SMURFIT-STONE: Deal on U.S. Bank Access to Funds Okayed
SMURFIT-STONE: Has Request for 2nd Expansion of E&Y Work
SMURFIT-STONE: Proposes KPMG LLP as Consultant
SOUTHERN FARMLAND: Case Summary & 2 Largest Unsecured Creditors
STANFORD FIN'L: Owner Can Use Lloyd's Insurance to Pay Lawyers

STARCOACH INC: Case Summary & 13 Largest Unsecured Creditors
STEGE CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
STEVE PAIGE: Internet Domain Name Was Property of the Estate
STORABLES INC: Dana Park Objects to Reorganization Plan
SUN-TIMES MEDIA: Tyree Sees Profit by First Half of 2010

SUNRISE SENIOR: Obtains Wells Fargo Forbearance Through Nov. 16
SUNRISE SENIOR: To Sell 21 Communities to Brookdale for $204MM
SWIFT TRANSPORTATION: Bank Debt Trades at 11% Off
TAN LIE: Trustee Counsel Can Be Paid for De Minimis Trustee Tasks
TANA SEYBERT: Can Obtain $6.4 Million DIP Financing from HSBC

TELLIGENIX CORPORATION: Case Summary & 20 Largest Unsec. Creditors
TIGER PACIFIC: Enters into Forbearance Pact with Lenders
TIMOTHY RICHARDS: Case Summary & 20 Largest Unsecured Creditors
TODD'S CAR WASH: Case Summary & 20 Largest Unsecured Creditors
TRAFFORD DISTRIBUTING: Set-Off Approved for Warehouse Customer

TRAVELPORT LLC: Moody's Cuts Senior Facility Ratings to 'Ba3'
TRIBUNE CO: Bank Debt Trades at 50% Off in Secondary Market
TRIBUNE CO: Cubs Sent to Chapter 11 to Complete Sale to Rickets
TRIBUNE CO: Updated Case Summary & 30 Largest Unsecured Creditors
TRUE TEMPER: Seeks Approval of $90-Mil. of DIP Financing

TRUE TEMPER: Taps Logan & Company as Claims Agent
TRUE TEMPER SPORTS: Case Summary & 30 Largest Unsecured Creditors
TRUMP ENTERTAINMENT: Lender Appeals Ruling Giving Up Exclusivity
TXCO RESOURCES: Wants Until October 29 to File Chapter 11 Plan
USI HOLDINGS: S&P Assigns 'B-' Rating on $100 Mil. Senior Loan

VERMILLION INC: Gets Over Half-Million Dollars From Warrant Deals
VINEYARD NATIONAL: Suspends SEC Financial Reports; KPMG Resigns
VIRGIN MOBILE: Prudential Financial Unloads Equity Stake
VISTEON CORP: Exclusive Plan Filing Period Moved to Dec. 10
VISTEON CORP: Gets Court Nod for Accommodations From GM

VISTEON CORP: Interim Cash Collateral Use Extended Until Nov. 12
VISTEON CORP: Terms of $31MM Accommodation Agreement With Chrysler
W R GRACE: Completes Divestiture of Two Product Lines
W R GRACE: Dist. Court Reverses Ruling on $130MM Asbestos Claim
W R GRACE: Wants Court to Bar Solomons Testimony at Plan Hearing

WALKER RADIO: Voluntary Chapter 11 Case Summary
WARREN MCDOWELL: S.D. Fla. Says Sanctions Can Be Discharged
WAVERLY GARDENS: Court Extends Cash Collateral Use Until Dec. 1
WELLS JOHNSON COMPANY: Case Summary & 16 Largest Unsec. Creditors
WEST COAST: Case Summary & 10 Largest Unsecured Creditors

WEST HAWK: EnCana Oil Wants Cases Converted to Chapter 7
WILBERT RICHARDSON: Chapter 11 Case Summary & Unsecured Creditor
WILLIAM BAYLES: Case Summary & 8 Largest Unsecured Creditors
WILLIAM HOLMES: Daughter Indicted of Fraud
WILTON BRANDS: Creditors Withdraw Involuntary Ch. 11 Petition

WOOD RIVER: Case Summary & 12 Largest Unsecured Creditors
YOUNG BROADCASTING: Bank Debt Trades at 47% Off

* Automakers Restless About Ad Campaigns, Report Says
* 'Fulcrum' Deals Rising To Prominence, Experts Say
* Insurer Wants Evidence Barred In Firm's $75M Claim
* Local Bankruptcies Rise; Manufacturers, Real Estate Hurt Most
* Motor Vehicle Parts Suppliers Urge Action to Assist Industry

* New Report from CFO Magazine Spots Credit Risks
* Oklahoma Bankruptcy Filings Slightly Drop in 3rd Quarter
* Smaller Bankruptcy Firms Booming as Business Failures Rise
* Treasury's Strategy is 'Inadequate' to Address Foreclosures

* Large Companies With Insolvent Balance Sheets

                            *********

523 BROAD STREET: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 523 Broad Street, LLC
        253 Main Street
        Nashua, NH 03060

Bankruptcy Case No.: 09-13935

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Amherst Street, LLC                                09-13936
Pine Hill Road Real Estate Development, LLC        09-13937

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Robert L. O'Brien, Esq.
                  Attorney at Law
                  P.O. Box 357
                  New Boston, NH 03070-0357
                  Tel: (603) 459-9965
                  Fax: (603) 250-0822
                  Email: robjd@mail2firm.com

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

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

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

             http://bankrupt.com/misc/nhb09-13935.pdf

The petition was signed by Vatche Manoukian, managing member of
the Company.


ACCEPTANCE INSURANCE: Appeals Court Dismisses Claim Against U.S.
----------------------------------------------------------------
Acceptance Insurance Companies, Inc., said in a regulatory filing
that the U.S. Court of Appeals affirmed the dismissal of its claim
against the United States of America.

In 2003, the Company filed a complaint against the United States
of America in the U.S. Court of Federal Claims, alleging that by
not approving the proposed sale of certain insurance assets of one
of the Company's subsidiaries, American Growers Insurance Company,
to Rain and Hail L.L.C., the Risk Management Agency rendered
valueless the insurance business of American Growers.  The Company
also alleged that in rejecting the proposed transaction between
the Company and Rain and Hail, the RMA effected a taking of the
Company's property for public use without just compensation in
violation of the Fifth Amendment to the U.S. Constitution.

On Sept. 25, 2008, the U.S. Court of Federal Claims granted the
motion of the United States to dismiss, with prejudice, the
Company's complaint for failure to state a claim upon which relief
may be granted.  AICI appealed the dismissal.

The Company is evaluating available options in response to the
Court of Appeals action.

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies, Inc. -- http://www.aicins.com/-- owns, either
directly or indirectly, several companies, one of which is an
insurance company that accounts for substantially all of the
business operations and assets of the corporate groups.

The Company filed for Chapter 11 protection on Jan. 7, 2005
(Bankr. D. Nebr. Case No. 05-80059).  The Debtor's affiliates --
Acceptance Insurance Services, Inc., and American Agrisurance,
Inc. -- each filed Chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on January 7, 2005.  John J. Jolley, Esq.,
at Kutak Rock LLP, represents the Debtor in its restructuring
efforts.  Lawyers at McGrath North Mullin & Kratz PC, LLO,
represent the Official Committee of Unsecured Creditors in
Acceptance Insurance's case.


ACCURIDE CORP: Wants Schedules Filing Deadline Moved to Dec. 7
--------------------------------------------------------------
Accuride Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
Dec. 7, 2009, the deadline to file their schedules of assets and
liabilities, and statements of financial affairs.

The Debtors tell the Court that they will be unable to complete
their schedules and statements by the initial deadline due to the
complexity and diversity of their operations.  According to the
Debtors, the extension of time would help ensure that their
schedules and statements are as accurate as possible.

A hearing is set for Nov. 2, 2009, at 12:00 noon, to consider the
Debtors' request for extension.  Objections, if any, are due
Oct. 26, 2009, by 4:00 p.m.

                       About Accuride Corp.

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

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

The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; MorrisAnderson as
financial advisor; and The Garden City Group Inc. as claims agent.

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


ACCURIDE CORP: Discloses Debt Restructuring Agreement
-----------------------------------------------------
Accuride Corporation has agreed to a balance sheet restructuring
with the ad hoc committee of holders of its 81/2% senior
subordinated notes and the steering committee of senior lenders
under its credit agreement.  In the proposed debt restructuring
transaction:

   -- Accuride will amend its existing credit agreement to
      modify certain financial covenants and extend its
      maturity through June 30, 2013.

   -- The Notes will be cancelled and noteholders will receive
      98% of the common stock of the reorganized Accuride,
      subject to dilution, including dilution for stock issued
      upon conversion of the new notes and warrants.

   -- The reorganized Accuride will complete a $140 million
      rights offering of new senior unsecured convertible notes
      to current noteholders.  The rights offering is fully
      backstopped by certain current Noteholders.  The new notes
      will be convertible into 60% of the common stock of
      the reorganized Accuride.  A portion of the proceeds
      from the rights offering will be used to repay the "last-
      out" term loan currently held by an affiliate of Sun
      Capital Partners, with the remainder to provide on-going
      liquidity for Accuride's business.

   -- Unsecured trade creditors will be unimpaired and their
      claims will be paid in full.

   -- Current stockholders will receive 2% of the common stock
      of the reorganized Accuride and two-year warrants
      exercisable for 15% of the common stock of the
      reorganized Accuride, subject to dilution, including
      dilution for stock issued upon conversion of the new
      notes.  The warrants provide the opportunity for an
      additional recovery to the prepetition equity holders
      in the event that the Company reaches certain equity
      value targets during the two years following the warrants'
      issue.

To complete the proposed restructuring, Accuride's U.S. entities
filed a voluntary petition for protection under Chapter 11 of the
U.S. Bankruptcy Code and are seeking approval for the proposed
plan of reorganization.  Accuride's Canadian and Mexican
subsidiaries are not included in the bankruptcy filing. All
operations will continue to operate "business as usual."  With the
prearranged agreement Accuride is hopeful that it will be able to
emerge from bankruptcy on an expedited basis with a confirmed plan
of reorganization.

To ensure that Accuride will continue conducting its business in
the ordinary course without interruption, the Company has secured
a $50 million "debtor-in-possession" credit facility to be
provided by certain of its senior lenders and noteholders.  Such
financing will provide peace of mind to Accuride's customers and
suppliers and allow the Company to maintain or restore normal
trade terms with suppliers.

"Accuride's debt restructuring efforts are designed to create a
sustainable capital structure that will support greater
profitability and solidify the Company's position as the market
leader in its product categories," said Bill Lasky, Accuride's
President, CEO, and Chairman of the Board.  "Accuride expects to
quickly emerge from Chapter 11 having rationalized its capital
structure and de-levered its balance sheet. I believe this
restructuring transaction maximizes our financial flexibility and
positions Accuride for future growth."

                       About Accuride Corp.

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

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

The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; MorrisAnderson as
financial advisor; and The Garden City Group Inc. as claims agent.

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


ACCURIDE CORP: Obtains Lenders' Forbearance re Canadian Unit
------------------------------------------------------------
Accuride Corporation reports that in connection with its Chapter
11 filing, effective October 8, 2009, it entered into a Fourth
Amendment and Canadian Forbearance Agreement with respect to the
Company's Fourth Amended and Restated Credit Agreement, dated as
of January 31, 2005, as amended, with Accuride Canada Inc., the
lender parties, the administrative agent for the lenders, and the
other agents party to the Credit Agreement.

Pursuant to the Canadian Forbearance, the senior lenders have
agreed to forbear from enforcing any remedies under the Credit
Agreement against Accuride Canada with respect to any defaults
specified therein.  The Canadian Forbearance will remain effective
until the termination of the Debtors' DIP Credit Agreement,
subject to certain provisions that may lead to an earlier
termination.

A copy of the Fourth Amendment and Canadian Forbearance Agreement
is available at no charge at http://ResearchArchives.com/t/s?46cd

                     Restructuring Transaction

Prior to making the Chapter 11 filings, on October 7, 2009, the
Company entered into (i) a Restructuring Support Agreement with
the holders of roughly 57% of the principal amount of the loans
outstanding under the Company's Credit Agreement, (ii) a
Restructuring Support Agreement with the beneficial holders of
roughly 70% of the principal amount of the Company's 8.5% Senior
Subordinated Notes due 2015, issued pursuant to the Indenture
dated January 31, 2005, between the Company, the guarantors named
therein and the Bank of New York Trust Company, N.A. as trustee,
and (iii) a Convertible Notes Commitment Agreement with certain
holders of the senior subordinated notes.  Pursuant to the
Restructuring Agreements, the parties have agreed to support a
financial reorganization of the Debtors consistent with the terms
and conditions set forth in the term sheets attached as Exhibit A
to the Restructuring Support Agreements, and the senior lenders
and noteholders have agreed to not transfer any claims except to a
transferee who agrees to be bound by the applicable Restructuring
Support Agreement.

The terms of the Restructuring Transaction include:

     -- The Credit Agreement will be amended to (i) extend its
        maturity (except that of the "last-out" term loans)
        through June 30, 2013, (ii) amend the interest rate to
        LIBOR plus 6.75% (with a LIBOR floor of 3.00%) and (iii)
        eliminate all financial covenants except minimum liquidity
        and minimum EBITDA covenants.

     -- The senior subordinated notes will be cancelled and the
        holders will receive 98% of the common stock of the
        reorganized Company, subject to dilution, including
        dilution for common stock issued upon conversion of the
        new convertible notes and new warrants issued pursuant to
        the Restructuring Transaction.

     -- The reorganized Company will complete a $140 million
        rights offering of new senior unsecured convertible notes
        to current noteholders.  The rights offering is fully
        backstopped by certain current noteholders.  The new notes
        will be convertible into 60% of the common stock of the
        reorganized Company.

     -- A portion of the proceeds from the rights offering will be
        used to fully pay down the "last-out" term loans currently
        outstanding under the Credit Agreement and held by an
        affiliate of Sun Capital Partners with the remainder to
        provide ongoing liquidity for Debtors' businesses.

     -- The Company's common stock will be cancelled and the
        holders will receive 2% of the common stock of the
        reorganized Company and warrants exercisable for up to 15%
        of the common stock of the reorganized Company, subject to
        dilution, including dilution for stock issued upon
        conversion of the new convertible notes.  The warrants
        provide the opportunity for additional recovery to the
        prepetition equity holders in the event that the
        reorganized Company reaches certain equity value targets
        during the two years following the warrants' issue.

     -- Unsecured trade creditors will be unimpaired and their
        claims will be paid in full.

                           DIP Financing

In connection with the Chapter 11 filings, Debtors filed a motion
seeking the approval of the bankruptcy court for a superpriority
secured ABL revolving credit facility of $25 million and a term
loan first-in, last-out facility of $25 million, between the
Company, Deutsche Bank Trust Company, as administrative agent for
the lenders under the DIP Credit Agreement, and certain other
agents and lenders party thereto.  The $25 million of ABL loans
under the DIP Credit Agreement would bear interest, at the
election of the Company, at a rate of LIBOR plus 6.50% (with a
LIBOR floor of 2.50%) or Base Rate plus 5.50% (with a Base Rate
floor of 3.50%), and the $25 million of first-in, last-out term
loans under the DIP Credit Agreement would bear interest, at the
election of the Company, at a rate of LIBOR plus 7.50% (with a
LIBOR floor of 2.50%) or Base Rate plus 6.50% (with a Base Rate
floor of 3.50%).  Unless otherwise extended, the DIP Credit
Agreement would mature nine months from the commencement of the
bankruptcy case, subject to certain provisions that may lead to an
earlier termination.

The use of proceeds under the DIP Credit Agreement would be
limited to working capital and other general corporate purposes
consistent with a budget that the Company presented to the
administrative agent, including payment of costs and expenses
related to the administration of the bankruptcy proceedings and
payment of other expenses as approved by the bankruptcy court.

As reported by the Troubled Company Reporter yesterday,
the Bankruptcy Court granted the Debtors' interim access to
$25 million of the Company's $50 million DIP loan.

Accuride says the bankruptcy filing constituted an event of
default under the Credit Agreement and the Indenture.  As a result
of the events of default, all amounts due under the Credit
Agreement and the Indenture became immediately due and payable.
As of October 7, 2009, the aggregate amount of the accelerated
financial obligations under the Credit Agreement was roughly
$359.6 million and the aggregate amount of the accelerated
financial obligations under the Indenture was roughly
$291.0 million.  Accuride says the bankruptcy petitions may also
result in defaults and acceleration under certain leases and other
instruments of indebtedness.  The ability of the creditors to seek
remedies to enforce their rights under the Credit Agreement, the
Indenture or other agreements is automatically stayed as a result
of the filing of the bankruptcy cases, and the creditors' rights
of enforcement are subject to the applicable provisions of the
Bankruptcy Code.

                       About Accuride Corp.

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

The Company and its affiliates filed for Chapter 11 protection on
October 8, 2009 (Bankr. D. Del. Lead Case No. 09-13449).  The
Debtors select Latham & Watkins LLP as counsel; Young Conaway
Stargatt & Taylor, LLP as co-counsel; MorrisAnderson as financial
advisor; and The Garden City Group Inc. as claims agent.

The Debtors said they have $682,263,000 in total assets and
$847,020,000 in total liabilities as of Aug. 31, 2009.


ACCURIDE CORP: Tinicum Discloses 8.5% Equity Stake
--------------------------------------------------
Tinicum Capital Partners II, L.P.; Tinicum Capital Partners II
Parallel Fund, L.P.; Tinicum Lantern II L.L.C.; Terence M.
O'Toole; and Eric M. Ruttenberg hold an aggregate of 3,079,500
shares, or 8.5%, of the common stock of Accuride Corporation.

On October 7, 2009, TCP II, Parallel Fund and Tinicum Capital
Partners II Executive Fund L.L.C. entered into a Restructuring
Support Agreement and Convertible Notes Commitment Agreement with
the Company as part of the Company's proposed balance sheet
restructuring with the ad hoc committee of holders of its 8-1/2
percent senior subordinated notes and the steering committee of
senior lenders under its credit agreement.

TCP Funds hold $15 million in aggregate principal amount of the
Company's Notes and are members of the ad hoc committee of
noteholders.

As part of the proposed debt restructuring transaction:

     -- The Notes would be cancelled and noteholders, including
        TCP Funds solely in their capacity as noteholders, will
        receive 98% of the common stock of the reorganized
        Company, subject to dilution, including dilution for stock
        issued upon conversion of the new notes and warrants.

     -- The reorganized Company will complete a $140 million
        rights offering of new senior unsecured convertible notes
        to current noteholders, fully backstopped by certain
        current noteholders, including TCP Funds.  The new notes
        will be convertible into 60% of the common stock of the
        reorganized Company.  A portion of the proceeds from the
        rights offering will be used to repay the "last-out" term
        loan currently held by an affiliate of Sun Capital
        Partners, with the remainder to provide on-going liquidity
        for the Company's business.  Pursuant to the backstop
        arrangements, TCP Funds may be required, severally and not
        jointly, to purchase up to 11.8% of the convertible notes
        at par.

     -- Current stockholders, including Tinicum solely in their
        capacity as stockholders of the Company, would receive
        their pro rata share of 2% of the common stock of the
        reorganized Company and two-year warrants exercisable for
        15% of the common stock of the reorganized Company,
        subject to dilution, including dilution for stock issued
        upon conversion of the new notes.

As part of the proposed restructuring, the Company would also make
certain amendments to its existing credit agreement, however,
Tinicum is not a party to these arrangements.

To complete the proposed restructuring, the Company's U.S.
entities filed a voluntary petition for protection under Chapter
11 of the U.S. Bankruptcy Code seeking approval for the proposed
plan of reorganization.  To ensure that the Company will continue
conducting its business in the ordinary course without
interruption, the Company has secured a $50 million "debtor-in-
possession" credit facility to be provided by certain of its
senior lenders and noteholders, including TCP Funds.  The lenders
and noteholders providing the "debtor-in-possession" financing
will not receive any equity participation rights in connection
therewith.

Tinicum intends to support the Company's efforts in connection
with the restructuring to the extent required by the agreements.

                       About Accuride Corp.

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

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

The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; MorrisAnderson as
financial advisor; and The Garden City Group Inc. as claims agent.

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


ACCURIDE CORPORATION: Chapter 11 Cues Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Accuride
Corporation consistent with Moody's Withdrawal Policy.  On
October 8, 2009, Accuride announced that the company and its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in order to facilitate a
balance sheet restructuring.  Accuride's Canadian and Mexican
subsidiaries are not included in the bankruptcy filing.  Please
refer to Moody's Withdrawal Policy on moodys.com.

Accuride announced that it has agreed to a balance sheet
restructurings with the ad hoc committee of holders of its 8 1/2%
percent senior subordinated notes and the steering committee of
its senior lenders under its credit agreement.  The company
expects that it will continue operating "business as usual" and
has secured a $50 million debtor-in-possession credit facility to
support the restructuring process.

Ratings Withdrawn:

Accuride Corporation

  -- Ca/LD, Probability of Default Rating;

  -- Ca, Corporate Family Rating;

  -- Caa2 (LGD2, 23%) for the First-out senior secured bank credit
     facilities

  -- Ca (LGD4, 54%) for the Last-out senior secured bank credit
     facilities

  -- C (LGD5, 81%) for the Senior subordinated notes

Accuride Canada, Inc.

  -- Caa2 (LGD2, 23%) for the First-out senior secured bank credit
     facility

The last rating action on Accuride was on September 3, 2009, when
the Probability of Default Rating and Corporate Family Rating were
lowered to Ca\LD and Ca, respectively.

Accuride Corporation, headquartered in Evansville, Indiana, is a
diversified North American manufacturer and supplier of commercial
vehicle components.  Principal products include wheels, wheel-end
components and assemblies, truck body and chassis parts, and
seating assemblies.  Revenues in 2008 were approximately
$931 million.


AGRIPROCESSORS INC: Former Manager to be Tried for Fraud Charges
----------------------------------------------------------------
Grant Schulte at The Des Moines Register reports that former
Agriprocessors Inc. manager Sholom Rubashkin will go on trial to
face 91 fraud-related charges, including cheating a bank,
laundering more than $1 million, concealing months of fraud, and
failure to pay livestock providers on time.  Mr. Rubashkin, who
has pleaded not guilty, could be imprisoned for life, says The
Register.

According to The Register, prosecutors also charged Mr. Rubashkin
with 72 immigration-related charges for his alleged role in the
scheme to hire illegal workers.  The Register says that the
immigration trial will start a week after the bank fraud trial
concludes.

Assistant U.S. Attorney Peter Deegan Jr. said in court documents
that prosecutors will present evidence that Mr. Rubashkin ordered
workers to create fake invoices so he could collect advances on a
revolving $35 million bank loan.  Mr. Rubashkin sent the false
papers to First Bank Business Capital that overstated the value of
the plant's collateral, The Register says, citing prosecutors.
According to the report, Mr. Rubashkin was supposed to repay the
bank with money from an "accounts receivable" fund, but he
allegedly diverted the payments to keep the money.

Mr. Rubashkin's lawyer, Guy Cook, said in court documents that
others were responsible for routing the money.

The Register relates that three lower-level managers -- Brent
Beebe, Hosam Amara, and Zeev Levi -- also are named in the
indictment with Agriprocessors itself.  Messrs. Amara and Levi
remain at large, while Mr. Beebe will stand trial in 2010 in Cedar
Rapids, according to The Register.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.
The Company maintains an executive office with 50 employees at
5600 First Avenue in Brooklyn, New York.  The Company filed for
Chapter 11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case
No. 08-47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash, represents the Company in its restructuring
effort.  In its petition, the Company listed assets of
$100 million to $500 million and debts of $50 million to
$100 million.


ALL-AMERICAN SPORTPARK: Board Elects Cara Brunette as Director
--------------------------------------------------------------
The Board of Directors of All-American SportPark, Inc., elected on
October 1, 2009, Cara Brunette to serve as a Director of the
Company to fill the vacancy on the Board of Directors as a result
of the death of Robert R. Rosburg in May 2009.

Ms. Brunette has been employed by the Company as its Controller
since June 18, 2009.  Ms. Brunette worked for Delaware North
Companies as a Catering Sales Manager from July 2008 to June 2009.
Prior to that Ms. Brunette worked for the Company starting in 1997
as the Assistant Controller.  In 1999 she began serving as the
Executive Assistant to the President and Corporate Office Manager
for the Company through June 2008.  Ms. Brunette most recently
attended Regis University working towards a Bachelor of Business
Administration degree, focusing on Management.  She is 47 years
old.

All-American Sportpark, Inc.'s operations consist of the
management and operation of the Callaway Golf Center.  The CGC
includes a par 3 golf course fully lighted for night golf, a 110-
tee two-tiered driving range, and a 20,000 square foot clubhouse
which includes the Callaway Golf fitting center, Saint Andrews
Golf Shop exclusively carrying Callaway Golf product and Back 9
Bar and Grill.  CGC was listed as the number one driving range in
America by Golf Digest Magazine in their August 2009 issue.

On June 19, 2009, All-American Golf Center, Inc., a subsidiary of
All-American SportPark, entered into a Customer Agreement with
Callaway Golf Company and Saint Andrews Gold Shop, Ltd.

The Company reported a $127,396 net loss for the three months
ended June 30, 2009, a decrease of $46,813 from its previous
year's loss of $174,209.

At June 30, 2009, the Company had $967,153 in total assets against
$9,915,690 in total liabilities, resulting in $8,948,537 in
stockholders' deficit.

At June 30, 2009, the Company had an accumulated deficit of
$23,247,712.  Also, the Company's current liabilities exceed its
current assets by $7,762,675 as of June 30, 2009.  The Company
said these conditions have raised substantial doubt about the
Company's ability to continue as a going concern.  The Company
said it needs to obtain additional financing to fund payment of
obligations and provide working capital for operations.


AMERICAN KEYSTONE: Insurer Ordered into Receivership
----------------------------------------------------
Leon County Circuit Court Judge John C. Cooper has ordered
American Keystone Insurance Company into receivership for the
purpose of liquidation.  The Florida Department of Financial
Services is appointed Receiver

Floridians who have homeowners insurance with American Keystone
should immediately contact their insurance agent to secure
coverage with a new company.  All policies will be cancelled
effective 11:59 p.m. on November 8, 2009, unless otherwise
terminated prior to that date.

"Given that this liquidation order comes during hurricane
season, it is imperative that homeowners who have coverage with
American Keystone immediately contact their agents to secure new
coverage," said Florida CFO Alex Sink.  "We will continue
working diligently to help make the transition as smooth as
possible for policyholders."

Consumers with questions relating to American Keystone policy
and coverage issues should call the company's customer service
department at 1-877-350-9777 until November 8.  Questions
relating to claims should be directed to the Florida Insurance
Guaranty Association (FIGA) at 1-866-928-4310 or the
policyholder's agent.

Based in Ponte Vedra Beach, Florida, American Keystone, primarily
wrote homeowners, condominium unit owners, personal inland marine,
and residential condominium association policies in the state.
The company has approximately 7,800 policies in force, including
homeowners, commercial, residential and wind policies.


AMERITYRE CORP: Common Stock Subject to Potential Delisting
-----------------------------------------------------------
Amerityre Corporation said October 9 that the company was notified
by NASDAQ on October 5, 2009, that it was out of compliance as of
June 30, 2009, with the stockholders' equity requirement for
continued listing set forth in Equity Standard Listing Rules
5550(b).  Per the above rule, the Company's common stock is
subject to potential delisting from the NASDAQ Capital Market
because the Company does not have a minimum of $2,500,000 in
stockholders' equity, $35,000,000 market value of listed
securities, or $500,000 of net income from continuing operations
for the most recently completed fiscal year or two of the three
most recently completed fiscal years.

On or before October 20, 2009, the Company is required to provide
NASDAQ with a specific plan of how it will achieve and sustain
compliance with NASDAQ Capital Market listing requirements,
including a time frame for completion of such plan.  The Company
expects to provide a plan of action as required with the intention
of returning to compliance with NASDAQ requirements.

The Company anticipates that its implementation of cost cutting
measures combined with anticipated increases in revenues and
successful fundraising efforts will be sufficient to bring it back
into compliance with the minimum stockholders' equity
requirements.

                    About Amerityre Corporation

Amerityre Corporation (Nasdaq: AMTY) -- http://www.amerityre.com/
-- is engaged in the research and development of technologies
related to the formulation of polyurethane compounds and the
manufacturing process for producing tires from polyurethane.  The
Company's polyurethane material technology is based on two
formulations: the closed-cell polyurethane foam, which is a
lightweight material with high load-bearing capabilities for
light-use applications, and Elastothane, a polyurethane elastomer
with high load-bearing capabilities suitable for heavy-use
applications.  The Company is developing tires and treads for
tires using Elastothane for a range of applications.  In March
2008, the Company acquired molds and models from a manufacturer of
polyurethane foam tires, Kik Technology, Inc.

                       Going Concern Doubt

As reported by the Troubled Company Reporter on Oct. 6, 2009, HJ &
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Amerityre Corporation's ability to continue as a going
concern after auditing the Company's financialstatements for the
fiscal years ended June 30, 2009, and 2008.  The auditor noted
that the Company suffered recurring losses from operations that
have resulted in an accumulated deficit.

The Company's ability to continue as a going concern is dependent
upon its ability to successfully accomplish the business plan, and
attain profitable operations.

The Company's balance sheet at June 30, 2009, showed total assets
of $2,871,061, total liabilities of $1,028,650 and a stockholders'
equity of $1,842,411.

For fiscal year ended June 30, 2009, the Company posted a net loss
of $3,623,899 compared with a net loss of $4,223,424 for the same
period in 2008.


ARC PRESSURE DATA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: ARC Pressure Data, Inc.
        c/o Jackson Walker L.L.P.
        Attn: Kenneth Stohner, Jr.
        901 Main Street, Suite 6000
        Dallas, TX 75202

Bankruptcy Case No.: 09-36880

Chapter 11 Petition Date: October 9, 2009

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Kenneth Stohner Jr., Esq.
                  Jackson Walker, LLP
                  901 Main St., Suite 6000
                  Dallas, TX 75202-3797
                  Tel: (214) 953-5904
                  Fax: (214) 953-5822
                  Email: kstohner@jw.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/txnb09-36880.pdf

The petition was signed by Amy Turner, president of the Company.


ARTHUR WILMER: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Arthur W. Wilmer Foundation LLC
        15710 Brandywine Rd.
        Brandywine, MD 20613

Bankruptcy Case No.: 09-29367

Chapter 11 Petition Date: October 9, 2009

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Christopher Hamlin, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Email: chamlin@mhlawyers.com

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

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

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

             http://bankrupt.com/misc/mdb09-29367.pdf

The petition was signed by Bruce D. Chatman, managing member of
the Company.


AURORA OIL: Gets Final Approval of BNP Paribas DIP Financing
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
authorized, on a final basis, Aurora Oil & Gas Corporation and its
debtor-affiliates to obtain debtor-in-possession credit with BNP
Paribas, as administrative agent and issuing bank, and the lenders
party thereto.  Hudson Pipeline & Processing Co., LLC is a
guarantor to the DIP Credit Agreement.

Pursuant to the final DIP Order, the DIP Lenders will provide to
the Debtors a multiple draw term loan facility in an aggregate
principal amount of up to $3,000,000.  The DIP Credit Agreement
provides for letters of credit to be available for issuance under
the DIP Facility, with the issuance of any letters of credit
resulting in a reduction of availability under the DIP Facility on
a dollar-for-dollar basis.  Pursuant to the DIP Credit Agreement,
the borrowings are to be used to (i) pay certain fees, costs, and
expenses relating to the DIP Facility, (ii) support the working
capital and general corporate purposes of the Debtors in
accordance with a budget provided by the Company to the DIP
Lenders, (iii) make any other payments permitted to be made in the
DIP Credit Agreement or any other order of the Bankruptcy Court to
the extent not prohibited by the DIP Credit Agreement, and (iv)
make any other payment otherwise consented to by a majority of the
DIP Lenders.

The Company has the option to choose Alternate Base Rate loans or
Eurodollar loans.  Borrowings under ABR loans bear interest at a
rate per annum equal to the greater of (i) the prime rate in
effect, (ii) the Federal Funds Effective Rate in effect plus
0.50%, or (iii) 3.00%, plus 8.75%.  Borrowings under Eurodollar
loans bear interest at a rate per annum equal to the LIBO rate
with a floor of 4.00% multiplied by the statutory reserve rate for
the interest period in effect, plus 8.00%. Interest is payable on
a monthly basis.  Upon the occurrence and during the continuance
of an event of default under the DIP Credit Agreement, interest
will accrue at a rate per annum of 2.00% plus the rate applicable
to ABR loans.

The Company also will pay to (i) the DIP Agent, for the account of
each DIP Lender, a participation fee with respect to its
participation in letters of credit on behalf of the Company, which
will accrue at a rate of 1.50% per annum on the average daily
amount of the DIP Lender's letter of credit exposure until the DIP
Lenders cease to have letters of credit exposure, (ii) the DIP
Agent a fronting fee, which will accrue at a rate of 0.125% per
annum on the average daily amount of the letters of credit
exposure until there ceases to be any letters of credit exposure,
and (iii) the DIP Agent for its own account, its standard fees
with respect to issuance, amendment, renewal or extension of any
letter of credit, as applicable, or processing of drawings
thereunder.

Borrowings under the DIP Credit Agreement, plus interest accrued
and unpaid thereon, will be due and payable in full on the earlier
of Jan. 7, 2010, or the date that all commitments under the DIP
Credit Agreement terminate or the indebtedness is accelerated by
the DIP Agent or the DIP Lenders upon occurrence of an event of
default.

The Company will pay to the DIP Agent for the account of each DIP
Lender a commitment fee at a rate of 0.75% per annum on the
average daily amount of the commitment of the DIP Lender unused,
during the period from and including the date of the DIP Credit
Agreement through the termination of the DIP Credit Agreement.  A
facility fee equal to 2.50% of each DIP Lender's commitment is due
on October 7, 2009 and payable to the DIP Agent.  An arranger fee
equal to 0.50% of the Total Commitment is due on October 7, 2009
and payable to the DIP Agent.  Administrative agent fees in the
amount of $5,000 are due monthly and payable to the DIP Agent.

The DIP Credit Agreement is subject to provisions regarding
mandatory prepayments upon certain events, affirmative and
negative covenants, financial covenants, certain budgeting
requirements, events of default and other customary terms and
conditions including representations and warranties made by the
Company to the DIP Lenders.  The DIP Credit Agreement contains a
covenant that any new or revised budget provided by the Company to
the DIP Lenders will not exceed a permitted variance from a budget
previously approved by the DIP Agent and a majority of the DIP
Lenders.  A permitted variance is defined as a variance from the
approved budget on a line-item basis that does not exceed 10%
tested on a weekly basis.  However, any unused amounts within a
particular line-item for a particular week may be added on a
cumulative basis to the amount provided for in the same line-item
for succeeding weeks, so long as the succeeding weeks are not part
of a subsequent budget period.

The DIP Loans are secured by valid, enforceable and perfected
first-priority priming and other liens and security interests on
all of the Debtors' assets, with the liens and security interests
having priority over any and all prepetition or postpetition liens
and security interests, subject only to a carve-out for
professional fees and expenses and certain tax and other pre-
existing liens.  The DIP Lenders are also entitled to a super-
priority administrative expense claim, subject to the carve-out.

A full-text copy of the DIP credit agreement dated Oct. 6, 2009,
is available for free at http://ResearchArchives.com/t/s?46c4

A full-text copy of the DIP Guaranty and Collateral Agreement is
available for free at http://ResearchArchives.com/t/s?46c3

A full-text copy of the Administrative Agent and Arranger Fee
Letter is available for free at:

               http://ResearchArchives.com/t/s?46c2

                      About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(Pink Sheets: AOGS) is an independent energy company focused on
unconventional natural gas exploration, acquisition, development
and production, with its primary operations in the Antrim Shale of
Michigan, the New Albany Shale of Indiana and Kentucky.

The Company and one affiliate filed for Chapter 11 protection on
July 12, 2009 (Bankr. W.D. Mich. Case Nos. 09-08254 and 09-08255).
Judge Scott W. Dales presides over the case.  Stephen B. Grow,
Esq., at Warner Norcross & Judd, LLP, in Grand Rapids, Michigan;
and Joel H. Levitin, Esq., and Richard A. Stieglitz, Jr., at
Cahill Gordon & Reindel LLP, in New York, serve as the Debtors'
counsel.  Aurora listed between $100 million and $500 million each
in assets and debts.


AWAL BANK: Seeks Chapter 15 After Bahrain Filing
------------------------------------------------
Tiffany Kary at Bloomberg News reports that Awal Bank, which is
in administration in Bahrain, filed for Chapter 15 bankruptcy
protection in the U.S.

Charles Russell LLP will act as administrator of Awal Bank, owned
by Saudi Arabia's Saad Group, the Manama-based central bank said
in a statement to Bloomberg.

Awal Bank is one of the largest banks in Bahrain.


B-SWDE3: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: B-SWDE3, LLC
        3455 Cliff Shadows Parkway, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 09-29051

Chapter 11 Petition Date: October 9, 2009

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Georganne W. Bradley, Esq.
                  Kaempfer Crowell Et Al.
                  3800 Howard Hughes Pkwy., Seventh Floor
                  Las Vegas, NV 89169
                  Tel: (702) 792-7000
                  Fax: (702) 796-7181
                  Email: gbradley@kcnvlaw.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Thomas J. DeVore.


BABY TREND INC: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Baby Trend, Inc.
        1607 South Campus Avenue
        Ontario, CA 91761

Case No.: 09-34090

Chapter 11 Petition Date: October 9, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Michael B. Reynolds, Esq.
            Snell & Wilmer LLP
            600 Anton Blvd, Suite 1400
            Costa Mesa, CA 92626
            Tel: (714) 427-7000
            Email: mreynolds@swlaw.com

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

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

The petition was signed by Denny Tsai, the company's president.

Debtor's List of 7 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Robert Gardner                 Judgement              $8,100,000
c/o Steven R. Young
Law Offices of Steven R. Young
600 Anton Boulevard, Suite 850
Costa Mesa, California 92626

Grand Pacific Trading Group    Trade Debt             $2,697,523
Jinglong Industrial Area,
Qing Xi Town, Donguan City,
Guangdong, China

Childwell Enterprises          Trade Debt             $524,568
Yin Hu Industrial Zone
Ching Shi Jen, Dongguan City
Canton Province, China

Zhejiang CH Lindo Co., Ltd.    Trade Debt             $122,983

Universal Plastic Mold         Trade Debt             $121,752

Continental Agency, Inc.       Trade Debt             $58,776

MDB Transportation             Trade Debt             $1,770


BARZEL INDUSTRIES: JPM DIP Facility Requires Sale by Mid-November
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Barzel Industries Inc. to
access $30 million in postpetition financing under a senior
secured super-priority debtor-in-possession revolving credit
agreement with JPMorgan Chase Bank, N.A., as administrative agent,
JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, and
JPMorgan Chase Bank, N.A., and CIBC Inc., as lenders.

Judge Sontchi said that the proceeds of the facility will only be
used for these purposes:

   a) immediate repayment of the remaining outstanding prepetition
      credit agreement obligations so as to consummate the roll-
      up; and

   b) payment of the working capital needs, expenses; and the
      adequate protection payments.

According to the Troubled Company Reporter on Sept. 18, 2009, the
DIP Facility will provide the Company with liquidity during the
pendency of the Chapter 11 cases and the parallel proceedings
under the Canadian Companies' Creditors Arrangement Act pending
the sale of substantially all of the Debtors' assets to Chriscott
USA Inc. and 4513614 Canada Inc., or to the winning bidder at the
auction.

The DIP Lenders are the same parties as holders of the Company's
11.5% Senior Secured Notes due 2015 issued pursuant to that
certain Indenture, dated as of November 5, 2007, among the
Company, Barzel Finco Inc., and The Bank of New York Mellon f/k/a
The Bank of New York, as Trustee and the same parties as the
lenders under the senior secured credit agreement, dated as of
November 15, 2007, among the Company, Barzel Finco Inc., Barzel
Industries Canada Inc., the lenders party thereto, JPMorgan Chase
Bank, as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto
Branch, as Canadian Agent, and CIT Business Credit Canada Inc. and
The CIT Group/Business Credit, Inc., as Syndication Agents, as
amended.

The DIP Agreement provides for a non-amortizing secured revolving
credit facility in an aggregate principal amount not to exceed
$30,000,000.  The proceeds of the DIP Facility will be used to
meet the working capital needs of the Company and its
subsidiaries, pay expenses of the Company in the Bankruptcy Case
and the Canadian Case (including professional fees and expenses)
and to repay the outstanding and unpaid obligations under the
Prepetition Agreement.

U.S. borrowings under the DIP Facility will bear interest at (i)
the  greater of the (a) U.S. Prime Rate, (b) the Federal Funds
Rate plus 1/2 of 1% and (c) 3%; (ii) plus 7%. Canadian borrowings
under the DIP Facility will bear interest at Canadian prime
lending rates, or similar market rates (not less than 3%), plus
7%.

The DIP Facility matures on the earliest of (i) December 11, 2009;
(ii) the consummation of any sale of all or substantially all of
the Sellers' assets pursuant to Section 363 of the Bankruptcy
Code; (iii) 30 days after the Petition Date if the Courts fail to
enter orders approving the DIP Facility on a final basis within
such time; and (iv) the acceleration of obligations under the DIP
Facility and termination of the commitments under the DIP Facility
upon the occurrence of an event of default under the terms of the
DIP Agreement.

The DIP Lenders' obligation to close on the DIP Facility is
subject to various conditions including, among others, (i) the
Courts having approved the DIP Facility on an interim basis no
later than five days after the Petition Date; (ii) the Sellers'
"first day" motions being in form and substance reasonably
acceptable to the DIP Agent; (iii) all initial applications and
filings in the Canadian Case being in form and substance
reasonably acceptable to the DIP Agent; (iv) the Canadian Court
having entered the Canadian financing order within five days of
the filing date of the Canadian Case; (v) the DIP Agent having
received a valid and perfected lien on and security interest in
the DIP Agreement collateral on the basis and with the priority
set forth in the DIP Agreement and the interim order; and (vi)
Barzel having retained Wayne Day at Day Seckler LLP as Chief
Restructuring Officer with the full authority generally vested in
a chief restructuring officer, including without limitation, full
authority and responsibility for all aspect of the Bankruptcy
Case, the Canadian Case and the Asset Purchase.

                            Milestones

The Company's ability to obtain advances under the DIP Facility is
subject to, among other things, compliance with certain milestones
for a sale of the Sellers' assets pursuant to Section 363 of the
Bankruptcy Code, including (i) a motion to approve the sale
(including procedures governing the Auction) having been filed by
no later than two business days after the Petition Date; (ii)
orders approving auction and sale procedures having been entered
by the Courts by no later than 18 days after the Petition Date;
(iii) bids for the sale being due by no later than 35 days
following the Petition Date; (iv) the Auction having occurred by
no later than 40 days following the Petition Date; (v) a hearing
to confirm the sale and orders approving the sale having been
entered by no later than 45 days following the Petition Date; and
(vi) the sale having been consummated by no later than 60 days
following the Petition Date.

Except for certain amounts reserved to pay administrative and
wind-up expenses in the Bankruptcy Case and the Canadian Case, all
proceeds of the Asset Purchase will be applied to repay amounts
owed under the DIP Agreement, the Prepetition Notes and, to the
extent applicable, the Prepetition Agreement.  The Company's
stockholders will not receive any proceeds from the Asset
Purchase.

                              Default

The Company said the filing of the Bankruptcy Case and the
Canadian Case constitutes an event of default under (i) the
Prepetition Agreement; (ii) the Guarantee and Collateral
Agreement, dated as of November 15, 2007, among the Company,
Barzel Finco Inc., Barzel Industries Canada Inc., other
subsidiaries of the Company identified therein, and JPMorgan Chase
Bank, N.A., as Administrative Agent; (iii) the Canadian Guarantee
and Collateral Agreement, dated as of November 15, 2007, among
Barzel Industries Canada Inc., other subsidiaries of Barzel
Industries Canada Inc. identified therein, JPMorgan Chase Bank,
N.A., Toronto Branch, as Canadian Agent; and (iv) the Prepetition
Notes.

The filing of the Bankruptcy Case and the Canadian Case resulted
in the acceleration of all amounts due under the Prepetition
Agreement and the Prepetition Notes.  The automatic stay invoked
by filing the Bankruptcy Case and the orders granted by the
Canadian Court, effectively precludes any actions against the
Company resulting from such acceleration.

The ability of the creditors to seek remedies to enforce their
rights under the Prepetition Agreement, the Collateral Agreements
and the Prepetition Notes is automatically stayed as a result of
the filing of the Bankruptcy Case and the orders granted by the
Canadian Court, and the creditors' rights of enforcement are
subject to the applicable provisions of the Bankruptcy Code.

As of September 14, 2009, the aggregate principal amount
outstanding under the Prepetition Notes was $315.0 million and the
principal amount outstanding under the Prepetition Agreement was
approximately $18.4 million.

                      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.

The Debtors intend to apply all proceeds of the Asset Purchase to
repay amounts owed under a DIP Credit Agreement with JPMorgan
Chase, the Prepetition notes and, to the extent applicable, the
Prepetition secured loan agreement.  The Company's stockholders
will not receive any proceeds from the Asset Purchase.


BARZEL INDUSTRIES: Amends List of Largest Unsec. Creditors
----------------------------------------------------------
Barzel Industries Inc. filed an amended list of 20 largest
unsecured creditors to change the amount of Severstal Sparrows
Point LLC's claim from $514,627 to $576,995, and add Copper &
Brass International, Penske Truck Leasing and Cotia Trading into
the list.

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
J.P. Morgan Securities Inc.    11.5% senior           $315,000,000
                               secured notes          (allocated
                                                       2/3 JPM
CIBC World Markets Inc.                                and 1/3
                                                       CIBC)

Severstal Sparrows Point LLC   trade debt             $576,995
1430 Sparrows Point Blvd
Sparrows Point, MD 21219

Clayton H. Landis Co, Inc.     trade debt             $215,515

Ansonia Copper & Brass Inc.    trade debt             $210,469

Freight Broker International   trade debt             $196,554

Dempsey Pipe & Supply          trade debt             $194,388

Copper & Brass International   trade debt             $130,669

Falls Township Tax Collector   tax claim              $122,714

Penske Truck Leasing           trade debt             $115,070

Ansam Metal Corp.              trade debt             $114,477

Cotia Trading (USA) Ltd.       trade debt             $108,387

Northstar Bluescope Steel      trade debt             $108,055

Thermatool Corp                trade debt             $102,533

Yarde Metal, Inc.              trade debt             $99,902

Mid Atlantic Crane             trade debt             $90,000

KPMG LLP                       Professional services  $88,720

Nucor Steel Auburn             trade debt             $85,733

TMC Transportation             trade debt             $81,551

Aerotek Comemrcial Staffing    services               $81,413

CRST International, Inc.       trade debt             $73,762

North American Stainless       trade debt             $68,539

Blue Cross/                    services               $65,453
Blue Shield of Massachusetts

Nucor Steel South Carolina     trade debt             $63,468

                      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).  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.

Judge Christopher S. Sontchi presides over the Chapter 11 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.  Logan & Company
serves as claims and notice agent.  Houihan Lokey Howard & Zukin
Capital, Inc., has been tapped to help the Debtors with the sale
process.


BARZEL INDUSTRIES: Hires CB Richard as Exclusive Sales Agent
------------------------------------------------------------
Barzel Industries Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire CB
Richard Ellis - N.E. Partners, L.P., as exclusive agent with
respect to the sale of certain real property, effective Sept. 15,
2009.

On March 3, 2009, debtor American Steel and Aluminum Corporation
entered into an exclusive agency agreement with CBRE pursuant to
which ASAC retained CBRE as its exclusive agent with the exclusive
right to sell real property located at 1050-1080 University
Avenue, Norwood, Massachusetts, and 425 Homestead Avenue, Hartford
Connecticut.  Pursuant to each agreement, ASAC agreed to pay CBRE
a commission for a sale executed during the term of the agreement
as follows: 5% of the gross purchase price of the Norwood Property
for a direct deal with agent or 5% of the gross purchase price of
the Norwood property if there is a cooperating broker.

CBRE will provide services to the Debtors postpetition in
accordance with the agency agreements.

CBRE is a "disinterested person" as that term is defined in Sec.
101(14) of the Bankruptcy Code.

                     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). 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.

Judge Christopher S. Sontchi presides over the Chapter 11 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.  Logan & Company
serves as claims and notice agent.  Houihan Lokey Howard & Zukin
Capital, Inc., has been tapped to help the Debtors with the sale
process.


BARZEL INDUSTRIES: Proposes Houlihan as Financial Advisor
---------------------------------------------------------
Barzel Industries Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire
Houlihan Lokey Howard & Zukin Capital, Inc., as financial
advisors, effective Sept. 15, 2009.

Houlihan Lokey will advise the Debtors during all phases of the
Chapter 11 cases.  Houlihan will, among other things, (i) develop,
prepare and distribute information and other materials in an
effort to create interest in and to consummate any "transaction",
(ii) develop, structure and implement any transaction, including
participating as an advisor of the Debtors in negotiations with
creditors and other parties, and (iii) value the Debtors or their
non-real estate assets or operations.

The Debtors propose to pay Houlihan:

    (a) a monthly fee of $165,000,

    (b) a restructuring fee equal to (i) $2,750,000 if the
        restructuring transaction occurs in connection with a
        financing or (ii) $1,000,000 if the restructuring does not
        occur in conjunction with a financing,

    (c) upon closing of each sale transaction, a sale fee equal
        to:

           (i) the greater of $2 million and 2% of the aggregate
               gross consideration ("AGC") for an AGC up to
               $150 million.

          (ii) the sale fee in (i), plus 3.5% of the incremental
               AGC for an AGC from $150 million to $200 million.

         (iii) the sale fee in (i) and (ii) plus 5% of the
               incremental AGC for an AGC above $200 million.

    (d) upon closing of each financing transaction, a cash fee
        equal to (i) 2% of the gross proceeds for any
        indebtedness raised that is senior to the Company's other
        debt and secured by a first priority lien, (ii) 3% of the
        gross proceeds for any indebtedness raised that is
        secured by a lien, is unsecured or subordinated, and
        (iii) 6% of the gross proceeds of all equity or equity-
        linked securities placed; and (iv) a financing
        transaction fee for any debtor-in-possession financing
        that is raised of $1,000,000.

Houlihan Lokey is a "disinterested person" as that term is defined
in Sec. 101(14) of the Bankruptcy Code.

                      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).  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.

Judge Christopher S. Sontchi presides over the Chapter 11 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.  Logan & Company
serves as claims and notice agent.  Houihan Lokey Howard & Zukin
Capital, Inc., has been tapped to help the Debtors with the sale
process.


BASSETT FURNITURE: Posts $3.4-Mil. Loss, Gets Loan Deal Waiver
--------------------------------------------------------------
Bassett Furniture Industries, Inc., disclosed the results of
operations for its fiscal quarter ended August 29, 2009.

Sales for the quarter ended August 29, 2009, were $57.7 million as
compared to $70.2 million for the quarter ended August 30, 2008, a
decrease of 18%.  Gross margins for the third quarter of 2009 and
2008 were 45.1% and 40.0%, respectively.  The margin increase over
2008 results primarily from a greater mix of the Company's sales
being through the retail segment.  Selling, general and
administrative expenses excluding bad debt and notes receivable
valuation charges decreased $2.2 million for the third quarter of
2009 as compared to 2008 primarily due to lower spending.  The
Company also recorded $1.2 million of bad debt and notes valuation
charges during the third quarter of 2009 as compared to
$4.1 million for the third quarter of 2008, a $2.9 million
decrease.  The Company reported a net loss of $3.4 million, or
$0.30 per share for the quarter ended August 29, 2009, as compared
to a net loss of $2.7 million, or $0.23 per share, for the quarter
ended August 30, 2008.

The loss for the quarter ended August 29, 2009, included unusual
pretax charges of $1.8 million associated with lease exit costs
for two closed retail locations.  The results for the quarter
ended August 30, 2008, included two unusual pretax items
consisting of a $0.2 million impairment charge associated with the
write-off of leasehold improvements for a closed store and
$0.6 million associated with lease exit costs for a closed store.
Excluding these unusual items, the net loss for the quarters ended
August 29, 2009, and August 30, 2008, would have been net losses
of $1.7 million and $1.8 million, respectively.  Please refer to
the attached schedule which reconciles net loss as reported to net
loss as adjusted.

"We continued to experience weak order demand during the June
through August quarter, historically our slowest period of the
year," said Robert H. Spilman Jr., president and chief executive
officer.  "Recognizing that the current environment will likely
persist for some time, we are focused on cash management and
improving our wholesale and retail operations.  We have now
generated positive operating cash flow for two consecutive
quarters, and continuing this trend will be our primary objective
until we can see tangible signs of an economic turnaround."

                         Wholesale Segment

Net sales for the wholesale segment were $41.8 million for the
third quarter of 2009 as compared to $59.5 million for the third
quarter of 2008, a decrease of 30%.  Approximately 51% of
wholesale shipments during the third quarter of 2009 were imported
products compared to 53% for the third quarter of 2008.  Gross
margins for the wholesale segment were 30.3% for the third quarter
of 2009 as compared to 29.7% for the third quarter of 2008.  This
increase is primarily due to lower material costs as a result of
negotiated price decreases from our vendors in addition to lower
freight costs.  Wholesale SG&A excluding bad debt and notes
receivable valuation charges decreased $3.5 million during the
third quarter of 2009 as compared to 2008 due primarily to lower
sales and continued cost cutting measures.  The Company recorded
$1.2 million of bad debt and notes receivable valuation charges
for the third quarter of 2009 as compared to $4.1 million for the
third quarter of 2008.  This significant decrease in charges is
primarily due to the Company working diligently with its licensees
to control increases in accounts receivable exposure.

"Prior to bad debt charges in the quarter, wholesale operating
margins were 3.6% compared to 5.1% last year, despite a
$17.7 million sales decrease in the segment," Mr. Spilman further
stated.  "Upholstery margins improved slightly in the quarter
while wood margins remained under pressure.  For the first time
ever, upholstery shipments outpaced wood shipments for the period.
As previously discussed, we are concentrating on reducing wood
inventory levels on our best sellers.  To this end, wholesale wood
inventory decreased by $2.2 million in the quarter."

                          Retail Segment

During the nine month period ended August 29, 2009, the Company
acquired an additional eight stores from its licensees, one of
which was acquired during the third quarter of 2009.  In addition,
the Company closed four under-performing stores.  Total Company-
owned store count as of August 29, 2009, was 35, of which 26 were
comparable stores (stores open longer than one year).

The total Company-owned store network had net sales of
$28.5 million for the third quarter 2009, as compared to
$24.0 million in the third quarter of 2008, an increase of 18.7%.
Comparable store sales decreased 2.8%.  These sales decreases have
primarily resulted from the continued weak economic environment
and corresponding weak consumer spending.  Gross margins for the
entire Company-owned fleet were essentially flat at 45.1% as
compared to the third quarter of 2008.  Gross margins as compared
to the second quarter of 2009 decreased by 2.1 percentage points
as the Company performed a fleet-wide inventory reduction sale
which resulted in lower gross margins.  As a percentage of sales,
SG&A decreased 4.6 percentage points to 52.1% due to continued
cost containment efforts during the quarter.  Total retail
operating losses decreased 29% from $2.9 million for the third
quarter of 2008 to $2.0 million for the third quarter of 2009.  On
a comparable store basis, retail operating losses were reduced by
33% to $1.5 million, primarily due to cost containment efforts.

"We remain encouraged by our efforts to stem corporate retail
losses as evidenced by further improvement in our comparable store
operating performance," Mr. Spilman continued.  "Despite our
decision to reduce retail inventories in the quarter through a
system-wide inventory reduction event, our 26 comparable stores
reduced their aggregate loss by 33%.  Furthermore, we believe that
adjustments to our retail pricing strategy will further enhance
corporate store results in future quarters."

                 Amended Revolving Credit Facility

The Company's revolving credit facility contains, among other
provisions, certain defined financial requirements including a
minimum level of Tangible Net Worth, as defined in the credit
agreement.  As disclosed in the Company's Form 10-Q for the
quarter ended February 28, 2009, the Company began discussions
with its lender during the second quarter to amend its credit
facility, due to the fact the Company was in violation of that
covenant as of February 28, 2009.  The Company successfully
obtained a waiver of the default and an amendment to the credit
facility on October 6, 2009.  The amendment provides for a
variable interest rate of LIBOR plus 2.75%, with a 4.25% minimum
rate, and resets the Tangible Net Worth requirement to a minimum
of $95.0 million for the remainder of fiscal 2009 and
$90.0 million for fiscal 2010.  It decreases the Company's total
facility from $45.0 million to $30.0 million.  Borrowings under
the facility, which matures November 30, 2010, totaled
$18.0 million and $19.0 million at August 29, 2009, and
November 29, 2008, respectively, and are secured by a pledge of
certain marketable securities and substantially all of the
Company's receivables and inventories.  The Company has
$1.2 million available for borrowing under the facility, after
deducting amounts for outstanding letters of credit and guarantees
under the licensee loan program.

                    Balance Sheet and Cash Flow

The Company generated $0.9 million in operating cash flow during
the third quarter of 2009 through its continued cost cutting
efforts.  Cash used in operating activities for the first nine
months of 2009 was $1.8 million, as compared to $12.5 million
operating cash used during the first nine months of 2008, an 86%
decrease.  The net cash usage for the year is primarily due to the
continued difficult environment at retail resulting in lower
collections on accounts receivable.  The Company increased its
overall cash position for the nine months ended August 29, 2009 by
$13.4 million primarily through $16.0 million of investment
redemptions and $2.8 million in dividends from the investment in
the International Home Furnishings Center (IHFC), partially offset
by the operating cash flow deficit, dividend payments of
$1.1 million and net payments on the Company's revolving credit
facility of $1.0 million.

In addition to the $17.1 million of cash on-hand, the Company has
investments of $18.5 million, consisting of $13.3 million in
marketable securities and $5.2 million in the Alternative Asset
Fund.  The Company expects to receive additional redemptions from
the Alternative Asset Fund of approximately $0.4 million over the
remainder of the year.  In addition, the Company expects to
decrease its inventory levels over the next quarter through
improved management and coordination with foreign suppliers.  In
anticipation of a debt refinancing for IHFC, it is likely that
dividend distributions will decrease or be eliminated for the
remainder of 2009.  The Company does not believe that this will be
materially detrimental to its overall liquidity.  With the current
level of cash on-hand coupled with the investment holdings and
availability on the revolver, the Company believes it has
sufficient liquidity to fund operations for the foreseeable
future.

                Completion of SEC Accounting Review

In July of 2009, the Company announced that it had received
comment letters from the SEC as part of the Commission's triennial
accounting review questioning, among other items, the Company's
accounting policies and process related to its accounts and notes
receivable reserves.  As a result, the Company restated and
reissued its Form 10-Q for the quarter ended February 28, 2009 and
recently filed its response to the Commission's most recent
comment letter.  On October 8, 2009, the Company received a letter
from the Commission informing the Company that there were no
further comments.

                      About Bassett Furniture

For more than 100 years, Bassett Furniture Industries, Inc.,
(Nasdaq:BSET) has provided families with home furnishings.
Bassett is a group of more than 130 stores located in the United
States, Puerto Rico and Canada.  Bassett stores offer furniture,
lamps, rugs, mirrors and artwork.

                           *     *     *

As reported by the TCR on Aug. 21, 2009, Bassett restated its
previously issued financial statements for the quarter ended
February 28, 2009, resulting in a rise in net loss for the quarter
by $3.3 million, to $12.0 million.  As a result of the
restatement, the Company violated the net worth covenant under its
revolving credit facility for the quarter ended February 28, 2009.

On July 22, 2009, the Company received a notification letter from
the NASDAQ Stock Market dated July 14, regarding noncompliance
with the rules for continued listing according to Listing Rule
5250(c)(1) as a result of the Company's failure to file its May
2009 Form 10-Q with the SEC within the required period.


BATH JUNKIE: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Bath Junkie, Inc., has filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court for the Western District of Arkansas,
listing $1 million to $10 million in assets and $1 million to
$10 million in debts.

Owners Judy Zimmer and Jocelyn Murray will still submit other
documentation -- schedules listing real and personal property,
inventory, income and expenses -- to the bankruptcy court by
Friday, Lana F. Flowers at The Morning News reports, citing the
owners' lawyer, Theresa Pockrus.

Bath Junkie creditors include:

     -- Bank of Fayetteville, owed about $121,118;
     -- the franchise Bath Junkie Branson LLC, owed $95,000;
     -- Metropolitan National Bank, owed $66,000;
     -- Dell Financial Services, owed $56,722; and
     -- others who are owed $13,707 to $51,193.

A creditors' meeting is scheduled for November 3.

Fayetteville, Arkansas-based Bath Junkie, Inc., is owned by Judy
Zimmer and Jocelyn Murray. Bath Junkie has more than 50 locations
in the United States and Puerto Rico.  The stores offer customized
scents and colors of items like lotions and body washes.  Jon and
Judy Zimmer also filed for bankruptcy on September 15, 2009.


BEAR STEARNS: Fraud Trial vs. Cioffi and Tannin to Start Today
--------------------------------------------------------------
Amir Efrati at The Wall Street Journal reports that former Bear
Stearns executives Ralph Cioffi and Matthew Tannin will defend
themselves against securities-fraud charges by prosecutors in a
trial that starts on October 13 in a Brooklyn, New York federal
court.  The Journal relates that Messrs. Cioffi and Tannin
allegedly misled investors about the health of the two funds,
testing the degree to which Wall Street should disclose bad news
to investors.  The Journal states that the lawyers of Messrs.
Cioffi and Tannin will argue that their clients made honest
mistakes but didn't intentionally mislead investors.  The
defendants' notebooks or computer equipment, in which they kept
notations about their work, "suspiciously" disappeared after the
funds collapsed, The Journal says, citing prosecutors.  According
to The Journal, Judge Frederic Block said that he was inclined not
to let the government include such evidence.

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

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


BEARINGPOINT INC: Perot Systems to Acquire China Consulting Unit
----------------------------------------------------------------
Perot Systems Corporation will acquire BearingPoint Management
Consulting (Shanghai) Ltd.

This development follows the Sept. 21, 2009, announcement that
Perot Systems will be acquired by Dell, a transaction that
combines Perot Systems' services portfolio with Dell's global
reach, significant existing services unit, and industry-leading
hardware products.  The overall combination will give enterprises
in China access to a complete suite of IT, applications, business-
process, and consulting services.

"BearingPoint China Consulting is highly respected for its
consultancy services, and we are pleased to add their
complementary expertise to our existing global consulting
services," said Peter Altabef, president and CEO of Perot Systems.
"Dell, Perot Systems, and BearingPoint China Consulting all have
successful track records of catering directly to the needs of
clients.  Unifying our service operations will significantly
expand our reach and enhance our capabilities in China."

Established in 2001, BearingPoint China Consulting provides deep
industry and consultancy expertise to clients in China's energy,
automotive, insurance, and financial services industries.  As
announced in June of 2009, Perot Systems recently has won key
contracts in China's healthcare and manufacturing sectors.

"We are pleased to be joining Perot Systems, particularly given
their momentum with recent contract wins in China and the Dell
announcement," said Ron Machan, chairman and CEO of BearingPoint
China Consulting.  "Our clients and our consultants will benefit
from the deep industry expertise, mature global delivery model,
and strong financial position of Perot Systems. Our clients can be
assured that we will continue delivering world-class service to
our clients, and we will have the backing of two world leaders
with unprecedented leadership of entrepreneurship, innovation, and
real values."

The BearingPoint China Consulting operations will become part of
the Perot Systems Commercial Solutions business unit.  Steve
Curts, president of Perot Systems Commercial Solutions, said, "We
are committed to executing a smooth transition for our new clients
and associates in China.  The combined company will continue to
work across a broad range of vendors and alliance partners to
deliver efficient and effective solutions that address individual
client needs."

BearingPoint China Consulting has earned numerous industry awards.
In 2008, the China Software Association and ERP world.net ranked
the firm among the "Top 10 IT Consulting Firms" in China, and
named CEO Machan among the "Top 10 People of the Year in the IT
Industry" in China.  The firm also was chosen as "Most Trusted
Consulting Firm" in 2007 by the China Enterprise Confederation.

Terms were not disclosed, and the transaction is subject to
approval from the U.S. Bankruptcy Court and the Chinese
government.

                     About Perot Systems

Perot Systems is a worldwide provider of information technology
services and business solutions.  Through its flexible and
collaborative approach, Perot Systems integrates expertise from
across the company to deliver custom solutions that enable clients
to accelerate growth, streamline operations and create new levels
of customer value.  Headquartered in Plano, Texas, Perot Systems
reported 2008 revenue of $2.8 billion.  The company has more than
23,000 associates located in the Americas, Europe, Middle East and
Asia Pacific.

                      About BearingPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.  Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP -
- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
The Company's service offerings are designed to help clients
generate revenue, increase cost-effectiveness, manage regulatory
compliance, integrate information and transition to "next-
generation" technology.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D.N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq., at
Weil Gotshal & Manges LLP, in Houston; Marcia J. Goldstein, Esq.,
Ronit J. Berkovich, Esq., and Jose R. Alcantar, Esq., at Weil
Gotshal & Manges LLP, in New York, represent the Debtors as
restructuring counsel.  AlixPartners, LLP, is the Debtors'
restructuring advisors.  Greenhill & Co., LLC, is the Debtor's
financial advisor & investment banker.  Jeffrey S. Sabin, Esq., at
Bingham McCutchen LLP represents the Creditors' Committee as
counsel.

BearingPoint disclosed total assets of $1,762,689,000, and debts
of $2,231,839,000 as of September 30, 2008.


BEDROCK INTERNATIONAL: Can Access Cash Collateral Until October 31
------------------------------------------------------------------
The Hon. Dale L. Somers of the U.S. Bankruptcy Court for the
District of Kansas authorized, on an interim basis, Bedrock
International, LLC, to:

   -- access cash securing repayment of loan with First National
      Bank of Kansas; and

   -- grant adequate protection to the Bank.

The Debtor related that as of the petition date, it owed the Bank
$9,090,075, constituting all principal and accrued interest plus
costs, accruing interest, and fees.

As adequate protection for the postpetition use of cash
collateral, the Bank is granted a valid and duly perfected
security interest in and lien on and against the collateral and
the types of property.

As additional adequate protection, the Bank is granted adequate
protection payments.

The Debtor's access to the cash collateral will terminate on the
earlier of Oct. 31, 2009 and the breach of any provision contained
by the Debtor.

                    About Bedrock International

Lenexa, Kansas-based Bedrock International, LLC, operates a
granite and marble natural retail business.  The Debtor filed for
Chapter 11 on Sept. 11, 2009 (Bankr. D. Kans. Case No. 09-22988).
Jeffrey A. Deines, Esq., and Carl R. Clark, Esq., at Lentz Clark
Deines PA, represent the Debtor in its restructuring effort.  In
its petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


BENJAMIN VALENZUELA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Benjamin Valenzuela
               Sara Valenzuela
               6931 Amber Lane
               Carlsbad, CA 92009

Bankruptcy Case No.: 09-15336

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtors' Counsel: Michael Jay Berger, Esq.
                  Law Office Of Michael Jay Berger
                  9454 Wilshire Blvd. 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  Email: michael.berger@bankruptcypower.com

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

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

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

          http://bankrupt.com/misc/casb09-15336.pdf

The petition was signed by the Joint Debtors.


BERNARD MADOFF: Clawback Claim Against Cohmad Hiked to $245-Mil.
----------------------------------------------------------------
Law360 reports that Bernard H. Picard, the court-appointed trustee
overseeing the liquidation of Bernard L. Madoff Investment
Securities LLC, has raised the amount of allegedly fictitious
profits he wants to claw back from Cohmad Securities Corp. from
$213 million to $245 million.

Irving H. Picard, the trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC, in June filed a complaint in
Bankruptcy Court against Cohmad and a number of its principals,
including Maurice "Sonny" Cohn, Marcia Cohn and Robert Jaffe, as
well as other related defendants.  The complaint seeks to avoid
decades' worth of transactions through which BLMIS paid well over
$100 million to Cohmad, Sonny Cohn and other Cohmad related
individuals in exchange for Sonny Cohn, Marcia Cohn, Robert Jaffe
and other Cohmad employees introducing victims to BLMIS and
knowingly helping Madoff create, fund and maintain his massive
Ponzi scheme.  "Although Madoff stated he was operating alone, our
investigation has yielded significant evidence that, in fact, a
variety of other people helped Madoff prey on innocent victims,"
explained David Sheehan, counsel for the Trustee and a partner at
Baker & Hostetler, the court appointed counsel for Mr. Picard.

The SEC in June 2009 also charged Cohmad as well as its chairman
Maurice J. Cohn, chief operating officer Marcia B. Cohn, and
registered representative Robert M. Jaffe for actively marketing
investment opportunities with Mr. Madoff while knowingly or
recklessly disregarding facts indicating that Mr. Madoff was
operating a fraud.  The SEC's complaint against the Cohmad
defendants alleges that while bringing investors to Mr. Madoff,
they ignored and even participated in many suspicious practices
that clearly indicated Mr. Madoff was engaged in fraud.  For
example, the SEC's complaint alleges that the Cohns and Cohmad
filed false Forms BD and FOCUS reports that concealed Cohmad's
primary business of bringing in investors for BMIS.  This referral
business comprised as much as 90% of Cohmad's revenue in some
years, brought in more than 800 accounts, and billions of dollars
into BMIS' advisory business, for which BMIS paid them more than
$100 million.

                      About Bernard L. Madoff

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

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

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


BLUE CHALK CAFE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Blue Chalk Cafe Corporation
          dba Left at Albuquerque
          dba Blue Chalk Cafe
        6340 International Parkway, Suite 300
        Plano, TX 75093

Bankruptcy Case No.: 09-36875

Chapter 11 Petition Date: October 9, 2009

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

Judge: Barbara J. Houser

Debtor's Counsel: David L. Woods, Esq.
                  McGuire, Craddock & Strother
                  500 N. Akard St., Suite 3550
                  Dallas, TX 75201
                  Tel: (214) 954-6847
                  Fax: (214) 954-6801
                  Email: dwoods@mcslaw.com

                  James Griffin Rea, Esq.
                  McGuire, Craddock & Strother, P.C.
                  500 N. Akard Street, Suite 3550
                  Dallas, TX 75201
                  Tel: (214) 954-6819
                  Fax: (214) 954-6850
                  Email: jrea@mcslaw.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/txnb09-36875.pdf

The petition was signed by Mark Bromberg, president of the
Company.


BOMBARDIER INC: Moody's Upgrades Speculative Grade Liquidity
------------------------------------------------------------
Moody's Investors Service upgraded the speculative grade liquidity
rating of Bombardier Inc. to SGL-2 from SGL-3, indicating "good"
rather than "adequate" liquidity.  The rating change follows the
company's disclosure that it obtained a $500 million 2-year
unsecured committed revolver for borrowing purposes.  The previous
absence of such a facility had been a key constraint to the
company's liquidity rating.  Moreover, the liquidity rating change
reflects Bombardier's demonstrated ability to manage continuing
pressures on its working capital position in recent quarters
arising from weak demand for business jets.

In conjunction with the ratings action, Moody's affirmed the
company's Ba2 corporate family, Ba2 probability of default and Ba2
senior unsecured ratings.  The ratings outlook remains stable.

Upgrades:

Issuer: Bombardier Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

Bombardier's Ba2 rating continues to reflect the persisting weak
demand for business jets offset by Moody's belief that
Bombardier's Transportation segment should continue to perform
relatively well through the downturn.  While pressures to the
company's consolidated earnings and cash flows are likely to
persist through the near term, the ratings outlook remains stable
as Moody's expects Bombardier's key financial metrics to remain
supportive of its rating through the downturn in its results.

Bombardier's SGL-2 liquidity rating is supported by its sizeable
consolidated cash balances and an unused $500 million committed
revolver available to the company for its general working capital
needs.  While the bulk of the company's cash balances and cash
generating ability are expected to be concentrated in the
company's Transportation segment, Moody's believes these funds to
be available and ample to support the expected cash needs of its
Aerospace segment arising from working capital strains and
increasing capital expenditures related to the development of the
CSeries aircraft.  Bombardier's liquidity rating further benefits
from an absence of any material near term debt maturities and good
financial covenant cushion under its various credit facilities.

Moody's last rating action on Bombardier was on July 2, 2009, at
which time Bombardier's rating outlook was changed to stable from
positive and the company's liquidity rating was lowered to SGL-3
from SGL-2.

Bombardier Inc., headquartered in Montreal, Quebec, is a
diversified manufacturing company involved in the aerospace and
transportation markets.


BRAINTECH INC: Pays Royal Bank of Canada Loan in Full
-----------------------------------------------------
Braintech, Inc., said its loan with Royal Bank of Canada was paid
in full on October 6, 2009, using $1,464,266.67 drawn from the
letters of credit provided by the Company's CEO, the Company's
Founder, a director of the Company, and other parties in support
of the RBC Loan.  The LC Providers had instructed RBC to use these
LC funds to pay off the RBC Loan.  The RBC Loan is now fully paid.

As a result, the Company owes the LC Providers $1,464,266.67, plus
interest at a rate of 10% per annum until paid in full.  The LC
Providers have a first priority lien on all of the Company's
assets, including its intellectual property.

The Company has not yet finalized its anticipated new loan with
Silicon Valley Bank.  The Company anticipates that the parties
will be able to close the SVB Loan soon, but there is no guarantee
that the parties will do so.  The Company intends to use the SVB
Loan to pay the amounts due to the LC Providers and to provide
working capital to the Company.  If the Company fails to pay the
amounts due to the LC Providers, the LC Providers could enforce
their rights in default, and investors could lose their entire
investment.

Headquartered in North Vancouver, B.C., Canada, Braintech Inc.
(OTC BB: BRHI) -- http://www.braintech.com/-- has four wholly
owned subsidiaries: Braintech Canada Inc., a British Columbia
corporation, Braintech Government & Defense Inc., a Delaware
corporation, Braintech Consumer & Service Inc., a Delaware
corporation, and Braintech Industrial Inc., a Delaware
corporation.  Braintech Canada Inc. carries out the Company's
research and development activities, and employs a majority of the
company's technical personnel.

The Company generates the majority of its revenues from the sale
of robotic vision software that it has developed.  The Company's
software sales have principally involved computerized vision
systems used for the guidance of industrial robots performing
automated assembly, material handling, and part identification and
inspection functions.

As reported in the Troubled Company Reporter on January 2, 2009,
in a November regulatory filing with the Securities and Exchange
Commission, Braintech noted that its history of losses and
significant deficit raises substantial doubt about its ability to
continue as a going concern.

As of June 30, 2009, the Company had $987,831 in total assets and
$5,437,772 in total liabilities.


BRAZOS RIVER: Distressed Debt Exchange Cues S&P to Junk Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Brazos
River Authority, Texas' revenue debt, issued for the DeCordova
Bend project and supported by Energy Future Holdings Corp., four
notches to 'CC' from 'B-'.  The outlook is negative.

The rating reflects the corporate credit rating of the bonds'
obligor, Energy Future Holdings Corp., a subsidiary of Texas
Competitive Electric Holdings Co. LLC.

Standard & Poor's lowered its rating on Energy Future Holding and
its unregulated subsidiaries to 'CC' on Oct. 5, 2009, due to a
distressed debt exchange.

The negative outlook reflects Texas Competitive Electric Holdings
Co.'s outlook, which Standard & Poor's had revised to negative
based on the likelihood Energy Future Holding might opt for
payment-in-kind options for various notes coming due.

Payments under a contract for water rights between the issuer and
Texas Competitive Electric Holdings Co. secure the bonds.  Texas
Competitive Electric Holdings Co. has agreed to pay project
operating and maintenance costs, including project debt service,
for the bonds' life.

The rating action affects approximately $1.96 million of revenue
bonds outstanding.


BRUCE POVALISH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bruce G. Povalish
        793 Springer Drive
        Lombard, IL 60148

Bankruptcy Case No.: 09-37733

Chapter 11 Petition Date: October 9, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson

Debtor's Counsel: John J. Lynch, Esq.
                  Law Offices of John J Lynch, P.C.
                  801 Warrenville Road, Suite 560
                  Lisle, IL 60532
                  Tel: (630) 960-4700
                  Fax: (630) 960-4755
                  Email: jjlynch@jjlynchlaw.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 at least
$1,689,332, and total debts of $2,543,858.

A full-text copy of Mr. Povalish's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ilnb09-37733.pdf

The petition was signed by Mr. Povalish.


BTS MONTERREY: In Default Under Palms of Monterrey Note
-------------------------------------------------------
15250 Sonoma Drive, LLC -- a joint venture formed between
Behringer Harvard Palms of Monterrey, LLC, a wholly owned
subsidiary of Behringer Harvard Opportunity OP II LP, the
operating partnership of Behringer Harvard Opportunity REIT II,
Inc. and DD-CTP, LLC, an entity formed between DeBartolo
Development, LLC and Christian Tyler Properties, LLC -- on
October 2, 2009, purchased, at a discount, a promissory note
secured by a first lien mortgage and related loan documents for
$25.4 million plus closing costs from the Federal Deposit
Insurance Corporation as Receiver for Corus Bank, N.A., BHOR said
in a regulatory filing.

Behringer Harvard Palms of Monterrey, LLC, owns a 90% percentage
interest in the joint venture and DD-CTP, LLC, an unaffiliated
third party, owns the remaining 10% percentage interest and a
carried interest after a preferred return to the members based
their respective capital contributions.  Behringer Harvard Palms
of Monterrey, LLC is the managing member of the joint venture.
The principal balance and accrued interest owed on the Palms of
Monterrey Note at the date of purchase was $65.8 million.  The
investment was funded with proceeds from the Company's ongoing
public offering.

Corus originated the Palms of Monterrey Note on March 21, 2006, in
the principal amount of $69 million for the purpose of acquiring a
408-unit multifamily complex known as "The Palms of Monterrey"
located at 15250 Sonoma Drive in Fort Myers, Florida, and
converting the multifamily complex into condominium residential
units for sale.  The borrower under the Palms of Monterrey Note is
BTS Monterrey Holdings LLC.  The Palms of Monterrey Note
originally accrued interest at the greater of:  (i) 6.75%, or (ii)
LIBOR plus 3.75% and is secured by a first lien mortgage on The
Palms of Monterrey property.

BTS Monterrey LLC was the original parent entity of BTS and the
borrower under a mezzanine loan in the original principal amount
of $8.7 million from MTRY Funding, LLC, an unrelated third party,
made in connection with the acquisition and proposed conversion of
The Palms of Monterrey property by BTS.  The Mezzanine Loan was
secured by a pledge of the Original Parent's membership interest
in BTS.  The Original Parent defaulted on the Mezzanine Loan.  In
lieu of foreclosing on the pledge of membership interests, the
Mezzanine Lender accepted an assignment of the membership
interests in BTS and is now the sole legal and beneficial owner of
BTS.  Corus approved the assignment of membership interests in BTS
to Mezzanine Lender and, as a condition of reinstating and
amending the loan under the Palms of Monterrey Note as requested
by Mezzanine Lender, Corus required Mezzanine Lender to cure the
monetary defaults existing at such time under the Palms of
Monterrey Note and to execute a non-recourse carve-out guaranty in
favor of Corus.  The Mezzanine Loan remains outstanding and is
subordinate to the Palms of Monterrey Note.

The Palms of Monterrey Note matured on March 19, 2008, but BTS
failed to pay the outstanding principal and interest due under the
Palms of Monterrey Note on the Original Maturity Date.  BTS and
Corus entered into a forbearance agreement whereby BTS was
required to make certain payments of principal and interest as a
condition precedent to a loan amendment which would, among other
things, extend the term of the loan.

BTS failed to make the principal and interest payments required
under the forbearance agreement.  BTS is currently in default
under the Palms of Monterrey Note and the forbearance agreement.
The loan amendment extending the loan was never executed.  The
conversion of The Palms of Monterrey property to condominium units
was not completed, none of the units were sold, and it is
currently operated as a multifamily complex.  Sonoma is pursuing
its remedies available under the Palms of Monterrey Note, at law
and at equity, including enforcement of the first lien mortgage
through judicial foreclosure, involuntary receivership, or
accepting a deed-in-lieu of foreclosure of the property securing
the loan.


BUILDING MATERIALS: SelectBuild Settles Employee Suit for $241,000
------------------------------------------------------------------
Residential construction workers in California, Nevada and Arizona
will receive $241,301 in unpaid wages after settling a lawsuit
against SelectBuild, a subsidiary of BMHC Corp., once the nation's
largest residential construction contractor which supplied labor
corporate homebuilding giants such as Pulte Homes.

The lawsuit alleged SelectBuild systematically failed to pay
workers for hours they worked, did not pay overtime rates and kept
workers off-the-clock while traveling between jobsites and waiting
for materials to arrive.  Workers joined LIUNA in a press
conference at the U.S. District Court in Los Angeles to announce
the settlement.

"I hope this victory shows my co-workers and all workers that when
we join together and fight for better jobs, we can win," said
Filemon Galvan, a construction worker in Santa Ana who will
receive $5,750 in unpaid wages from SelectBuild.

Last year, LIUNA released a report, The Newest Victims of the
Housing Market Crisis: The Men and Women Who Build America's
Homes, showing that wage and hour fraud is frequent and pervasive
in the corporate homebuilding industry.  According to the report,
homebuilders -- led by Pulte Homes, the nation's largest corporate
builder -- caused a "Wal-Martization" of the industry by
pressuring contractors to reduce costs to the point where cutting
wages was the only way for contractors to compete.  The report
estimated that construction workers could have been cheated out of
$750 million in wages during the housing boom if as many as
1 million employees lost one hour overtime of per week at a $10
per hour.  The problem is ongoing; just this past month Pulte
released seven workers in Arizona after they asked to be paid for
all the hours they worked.

"Pulte Homes made record profits during the housing boom, but in
doing so they put buyers at risk of foreclosure by pushing risky
mortgages.  Pulte, together with other large companies in its
industry, collapsed the housing market by overbuilding, wrongfully
withheld millions from workers' paychecks and left the
construction industry with depression-level unemployment," said
LIUNA President Terry O'Sullivan.  "This settlement is a victory
but only the first step for an unsustainable industry in serious
need of reform -- reform that Pulte can either lead or continue to
attempt to block."

Of the 85 workers involved in the suit, 35 were from California,
24 were from Nevada and 26 were from Arizona.  BMHC and all of its
subsidiaries, including SelectBuild, filed for Chapter 11
bankruptcy on June 16.  The suit was filed by Rothner, Segall,
Greenstone & Leheny and Altshuler, Berzon LLP.

The half-million members of LIUNA -- the Laborers' International
Union of North America -- are on the forefront of the construction
industry, a powerhouse of workers who are proud to build America.

                     About Building Materials

Building Materials Holding Corporation -- http://www.bmhc.com/--
is one of the largest providers of building materials and
residential construction services in the United States.  BMHC
serves the homebuilding industry through two recognized brands: as
BMC West, it distributes building materials and manufacture
building components for professional builders and contractors in
the western and southern states; as SelectBuild, it provides
construction services to high-volume production homebuilders in
key markets across the country.

BMHC and 11 affiliates filed for bankruptcy on June 16, 2009
(Bankr. D. Del. Lead Case No. 09-12074).  Judge Kevin J. Carey
handles the case.  Michael A. Rosenthal, Esq., and Matthew K.
Kelsey, Esq., at Gibson, Dunn & Crutcher LLP; and Sean M. Beach,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as bankruptcy
counsel.  Paul Croci, at Peter J. Solomon Company, serves as
financial advisor.  Joseph Spano at Alvarez & Marsal North
America, LLC, serves as restructuring advisor.  The Debtors' tax
consultant is KPMG LLP; tax advisor is PricewaterhouseCoopers LLP;
and claims and notice agent is The Garden City Group, Inc.
As of March 31, 2009, the Debtors had total assets of $480,148,000
and total debts of $481,314,000.


CAMELOT SPORTS GROUP: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Camelot Sports Group, L.L.C.
        11420 N. 19th Avenue
        Phoenix, AZ 85029

Bankruptcy Case No.: 09-25494

Chapter 11 Petition Date: October 9, 2009

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

Judge: Chief Judge James M. Marlar

Debtor's Counsel: Patrick A. Clisham, Esq.
                  Engelman Berger PC
                  3636 N Central Ave #700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  Email: pac@engelmanberger.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 David P. Marmorstein, managing member
of the Company.


CANWEST GLOBAL: CCAA Restructuring Database
-------------------------------------------
Applicants filing petitions under the Companies' Creditors
Arrangement Act:

  * Canwest Global Communications Corp.
  * CanwestMedia Inc.
  * MBS Productions Inc.
  * Yellow Card Productions Inc.
  * Canwest Global Broadcasting Inc./Radiodiffusion
    Canwest Global Inc.
  * Canwest Television GP Inc.
  * Fox Sports World Canada Holdco Inc.
  * Global Centre Inc.
  * Multisound Publishers Ltd.
  * Canwest International Communications Inc.
  * Canwest Irish Holdings (Barbados) Inc.
  * Western Communications Inc.
  * Canwest Finance Inc./Financiere Canwest Inc.
  * National Post Holdings Ltd.
  * Canwest International Management Inc.
  * CanwestInternational Distribution Limited
  * Canwest MediaWorks Turkish Holdings (Netherlands) B.V.
  * CGS International Holdings (Netherlands) B.V.
  * CGS Debenture Holding (Netherlands) B.V.
  * CGS Shareholding (Netherlands) B.V.
  * CGS NZ Radio Shareholding (Netherlands) B.V.
  * 4501063 Canada Inc.
  * 4501071 Canada Inc.
  * 30109, LLC
  * CanWest MediaWorks (US) Holdings Corp.

CCAA Petition Date: October 6, 2009

Canadian Court:     Ontario Superior Court of Justice
                   (Commercial List)

Court File No:      CV-09-08396-00CL

Canadian Judge:     Honorable Madam Justice Sarah E. Pepall

CCAA Monitor:       FTI Consulting Canada Inc.

                      About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: U.S. Court Issues TRO Against Creditors
-------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York, at the behest of FTI Consulting
Canada Inc., as monitor and foreign representative, issued a
temporary restraining order, on October 6, 2009, enjoining all
persons from:

  (a) taking any action to obtain possession of property of the
      Debtors' estates or of property from the estate or to
      exercise control over the Debtors, their estates, or their
      businesses, pending further order of the U.S. Court; and

  (b) discontinuing, altering, failing to honor, interfering
      with, repudiating, ceasing to perform, or terminating any
      oral or written agreement, contract, license, or permit
      with a Chapter 15 Entity or statutory or regulatory
      mandate for the supply of goods or services, including all
      programming supply, computer software, communication and
      other data services, centralized banking services, payroll
      services, insurance, transportation services, utility or
      other services to the Debtors' businesses or a Chapter 15
      Entity, on the basis of, or as a result of, the filing of
      the Chapter 15 cases, the Canadian Proceedings or any
      amounts outstanding as of the filing of the Chapter 15
      cases, and the Chapter 15 Entities will be entitled to the
      continued use of their current premises, telephone
      numbers, facsimile numbers, internet addresses and domain
      names; provided, in each case, that the contractual prices
      or charges for all the goods or services received after
      the date of the Initial CCAA Order are paid by the Chapter
      15 Entities in accordance with normal payment practices of
      the Chapter 15 Entities or other practices as may be
      agreed upon by the supplier or service provider, the
      relevant Chapter 15 Entity and the Monitor, or as may be
      ordered by the U.S. Court.

FTI Consulting also asked the U.S. Court to issue a preliminary
injunction extending the injunctive relief granted in the TRO to
the full extent set forth in the Initial CCAA Order during the
Canadian Proceedings.

Jennifer Feldsher, Esq., at Bracewell & Giuliani LLP, in New
York, related that substantially all of the Debtors' non-Canadian
English-language television programming rights are purchased by
the Television Partnership from major U.S. television studios,
distributors and other suppliers operating in Canada including,
among others, Sony Pictures Television Canada, Twentieth Century
Fox/Incendo Television Distribution Inc., and CBS International
Television Canada.

While the Debtors and Television Partnership generally do
business with the Canadian affiliates of the Providers and expect
that those affiliates will participate in the Canadian
Proceedings, given that most of the Providers have substantial
operations in the U.S., the Debtors are particularly concerned
that the Providers could attempt to gain an unfair advantage over
other creditors by threatening to shut off service or to
terminate their agreements with the Debtors under U.S. law.

Given the immediate and irreparable harm that will be caused if
any of the Providers were to shut down service or withhold the
Debtors' regularly scheduled programming, the Debtors require the
Injunctive Relief, on an emergency basis, Ms. Feldsher asserted.

In an affidavit, Ms. Feldsher told the U.S. Court that creditors
are not being asked to waive any rights and remedies by the
requested Injunctive Relief.  Rather, they are just being
directed to the Canadian Court where they can seek an amendment
of the Initial CCAA Order or pursue other remedies if they so
choose.

Pursuant to Rule 7065 of the Federal Rules of Bankruptcy
Procedure, the security provisions of Rule 65(c) of the Federal
Rules of Civil Procedures are waived.  Rule 65(c) provides that a
"court may issue a preliminary injunction or a temporary
restraining order only if the movant gives security in an amount
that the court considers proper to pay the costs and damages
sustained by any party found to have been wrongfully enjoined or
restrained. The United States, its officers, and its agencies are
not required to give security."

A hearing on the Monitor's request for a preliminary injunction
will be held on October 15, 2009, at 10:00 a.m. (Eastern Time).
Objections are due on October 14, 2009, at 12:00 p.m. (Eastern
Time).

                Union's Statement on Bankr. Filing

"Media workers at Canwest stations should not be forced to pay the
price with their pension and severance payments for financial
problems that are of the company's own making," says Peter
Murdoch, Vice-President, Media for the Communications, Energy and
Paperworkers Union of Canada.

"Employees have done everything they can to sustain this company,"
says Murdoch. "Thousands have already lost their jobs, and there
has been no wage increase for years. Though management salaries
have been excessive -- $49 million to eight people from 2001 to
2008, while during that same period over 1,000 Canwest employees
lost their jobs.

"Those who are left are on pins and needles," he says, "including
pensioners."

Murdoch adds that governments, banks, and media conglomerates have
all ignored the warnings about the dangers of massive media
convergence and unsustainable debt.

"CEP will be front and center to ensure that employees are first
in line for company obligations."

Murdoch also says the federal government should step up to the
plate. "The federal government has been irresponsible in
monitoring and policing pension plans, and where is it now to
backstop this?

"Yet another major company has filed for bankruptcy protection
under Prime Minister Stephen Harper's watch," adds CEP President
Dave Coles. "It's time for this government to stop congratulating
itself and to take action to prevent more working people from
falling victim to this recession," says Coles.

"CEP represents more than 25,000 newspaper and broadcast employees
across Canada, including workers at Global TV who are affected by
today's announcement.


                      About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Wins Nod From CCAA Court to Obtain C$100MM Loan
---------------------------------------------------------------
The Honorable Madame Justice Sarah E. Pepall of the Ontario
Superior Court of Justice (Commercial Division), in the Initial
CCAA Order, approved the Credit Agreement, dated May 22, 2009,
and recently amended on September 23, 2009, between CMI, the
guarantors, and CIT Business Credit Canada, Inc., as agent and
lender.

The credit facility provided under the CIT Credit Agreement is
converted into a debtor-in-possession financing arrangement
provided that the aggregate principal amount of all borrowings
under the CMI DIP Facility will not exceed C$100,000,000, unless
approved by the CMI CRA and permitted by further order of the
Canadian Court.

The CMI DIP Facility will be used to finance the CMI Entities'
working capital requirements and other general corporate purposes
and capital expenditures as contemplated by the CMI DIP
Definitive Documents.

The CMI DIP Lender will be entitled to the benefit of and is
granted a charge on the CMI Property, as security for any
obligations of the CMI Entities under the CMI DIP Facility, which
charge will not exceed the aggregate amount owed to the CMI DIP
Lender advanced on or after October 6, 2009.

The deposit accounts containing cash collateral pledged to The
Bank of Nova Scotia will not form part of the CMI Property and
will be excluded from any charges for the DIP Lender, the Key-
Employee Retention Plan, the Directors and the Monitor, and will
remain subject to the existing liens in favor of BNS in
connection with the Applicants' obligations to BNS in an amount
not to exceed $2,500,000.

Notwithstanding the CCAA stay, the Canadian Court ruled that BNS
is entitled to seize and dispose of any collateral on deposit in
the excluded accounts and apply those proceeds to any outstanding
BNS Cash Management Obligations.

The CMI DIP Charge is in addition to the existing security in
favor of CIBC Mellon Trust Company pursuant to the Intercreditor
and Collateral Agency and Agreement dated October 13, 2005, among
the CMI Entities and the Collateral Agent.  All liabilities and
obligations of the CMI Entities under the CIT Credit Agreement
and the C$187,263,126 principal amount secured promissory note
issued to Canwest Media Works Ireland Holdings by CMI will be
secured by the Existing Security.

                      About Canwest Global

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

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

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

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

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

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


CAPITAL CORP: Court Sets October 22 Disclosure Statement Hearing
----------------------------------------------------------------
Capital Corp of the West filed a plan of liquidation and an
explanatory disclosure statement with the U.S. Bankruptcy Court
for the Eastern District of California.

The Bankruptcy Court has scheduled a hearing on October 22, 2009,
to consider and rule on the adequacy of the information contained
in the Disclosure Statement.  Objections must be filed no later
than October 19.

The Plan provides for the orderly liquidation of the Debtor's
business and assets and the distribution of the net proceeds to
holders of allowed claims.  The Debtor anticipates that the
liquidation will occur over the period of at least nine months to
one year, unless a compromise agreement is reached among the
creditors.

Depending on the amount available to distribute and the amount and
priority of valid claims, the Debtor estimates that the recovery
to non-governmental, non-subordinated creditors could range from
approximately 8% to 29%.  In the event a claim is made by certain
governmental creditors and that claim is determined to be valid
and has priority, the Debtor says that there is a chance that the
recovery to non-governmental creditors could be zero.

The Debtor believes that the net proceeds of the liquidation will
be far greater under the plan than in a Chapter 7 case.  In
addition, the Debtor says that conversion of the case to Chapter 7
would add an additional layer of administrative expenses from the
Chapter 7 case that does not already exist, which would further
diminish the maximum flexibility for distribution to creditors.

All shareholder interests in the Debtor are canceled by the Plan,
as there are insufficient funds under any scenario to make a
distribution to shareholders.

Under the Plan, holders of secured claims under Class 2 will
retain its liens securing the claims and will receive deferred
cash payments totaling at least the allowed amount of their
claims, of a value, as of the Effective Date of the Pan, of at
least the value of each claimant's interest in the collateral.
Holders of secured claims may file and assert a claim within Class
3 for any deficiency resulting from the abandonment and return of
collateral.  The Debtor does not believe there are any holders of
Class 2 secured claims.

All allowed unsecured claims under Class 3 will be paid or
otherwise satisfied in full from any unencumbered funds from the
liquidation of the Debtor's assets after all payment in full, or
reservation for payment in full, of all administrative claims,
priority claims, pre-petition tax claims, professional claims, and
Class 1 claims, and after payment or reservation of sufficient
funds to pay for all post-confirmation liquidation expenses.  In
the event there are sufficient unencumbered funds to do so, Class
3 claimants will be entitled to interest at the legal rate as of
the Plan's Effective Date on their allowed unsecured claims from
the petition date until paid in full.  In the event there are
insufficient funds, the holders of allowed unsecured claims in
Class 3 will be paid on a pro rata basis.

Subordinated general unsecured claims, if any, under Class 4, will
not receive any distribution unless and until all Class 3 claims
are paid in full including interest at the legal rate as of the
Plan's Effective Date.

             Classification of Claims and Interests

   Class             Description                     Status
  --------     ---------------------------     -------------------
Class 1A     Priority Employee Unsecured     Unimpaired - Deemed
             Claims                          to Accept

Class 1B     Other Priority Unsecured        Unimpaired - Deemed
             Claims                          to Accept

Class 2      Secured Claims                  Impaired - Entitled
                                             to Vote

Class 3      General Unsecured Claims        Impaired - Entitled
                                             to Vote

Class 4      Subordinated General            Impaired - Entitled
             Unsecured Claims                to Vote

Class 5      Shareholders of the Debtor      Take Nothing - Deemed
                                             to Reject

A full-text copy of the disclosure statement accompanying Capital
Corp of the West's plan of liquidation is available for free at:

           http://bankrupt.com/misc/capitalcorp.ds.pdf

                  About Capital Corp. of the West

Incorporated on April 26, 2005, Capital Corp of the West is a bank
holding company whose primary asset and source of income is County
Bank.  County Bank is a community bank with operations located
mainly in the San Joaquin Valley of Central California with
additional business banking operations in the San Francisco Bay
Area.  The corporate headquarters of the Company and the Bank's
main branch facility are located at 550 West Main Street, Merced,
California.

County Bank was closed February 6, 2009, by the California
Department of Financial Institutions, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Westamerica Bank, based in San Rafael, California,
to assume all of the deposits of County Bank.  As of February 2,
2009, County Bank had total assets of approximately $1.7 billion
and total deposits of $1.3 billion.  In addition to assuming all
of the failed bank's deposits, including those from brokers,
Westamerica Bank agreed to purchase all of County Bank's assets.

According to Capital Corp, although County Bank made no "subprime
mortgages," it had made substantial loans to developers for
acquisition, development and construction of residential homes and
condominiums throughout California's Central Valley.  Overbuilding
and an increase in foreclosures in the market resulted in rapidly
declining real property values, and contributed to the rise in
nonperforming loans.

Capital Corp of the West filed for bankruptcy on May 11, 2009
(Bankr. E.D. Calif. Case No. 09-14298).  Judge W. Richard Lee
presides over the case.  Paul J. Pascuzzi, Esq., at Felderstein
Fitzgerald Willoughby & Pascuzzi, serves as the Debtor's
bankruptcy counsel.  Hagop T. Bedoyan, Esq., serves as counsel to
the official committee of unsecured creditors.  As of June 30,
2009, Capital Corp of the West had $6,684,645 in total assets and
$57,734,000 in total liabilities.  In its Chapter 11 petition, the
Company disclosed $6,789,058 in total assets and $68,096,190 in
total debts.


CENTERPOINT ENERGY: Fitch Takes Actions on Issuer and Debt Ratings
------------------------------------------------------------------
Fitch Ratings has taken rating actions on the Issuer Default
Ratings and outstanding debt ratings of CenterPoint Energy, Inc.
and its subsidiaries:

Fitch affirms these ratings:

CNP

  -- Long-term IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-';
  -- Trust preferred debt/ZENS at 'BB+';
  -- Short-term IDR at 'F3';
  -- Commercial paper at 'F3';
  -- Rating Outlook Stable.

CenterPoint Energy Houston Electric, LLC

  -- Long-term IDR at 'BBB';
  -- First mortgage bonds at 'A-';
  -- Short-term IDR at 'F2';
  -- Rating Outlook Stable.

CenterPoint Energy Resources Corp.

  -- Long-term IDR at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Convertible subordinated notes at 'BBB-';
  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2';
  -- Rating Outlook Stable.

Fitch upgrades these ratings:

CEHE

  -- General mortgage bonds to 'A-' from 'BBB+';
  -- Unsecured credit facility to 'BBB+' from 'BBB';
  -- Rating Outlook Stable.

Approximately $7.6 billion of debt is affected by the rating
actions.

The one-notch upgrades of CEHE's general mortgage bonds and
unsecured credit facility adjust the notching of securities
relative to the IDR to a more typical array for regulated
utilities.  CEHE's former notching was atypical relative to
utility peers as a result of legacy stranded costs issues
following the restructuring of the electricity industry in Texas,
most of which no longer exists.

CNP's ratings are supported by upstream dividend payments from its
mostly regulated subsidiaries, a diverse business mix across
electric and gas operations, and a conservative management
strategy that limits exposure to commodity price movements.
Approximately 81% of the consolidated operating income is
generated by regulated electric and gas utilities and natural gas
pipeline operations.  Though this percentage is expected to
decline to roughly 70% by 2013, most of the increase in the non-
regulated operating income is accounted by contractual, fee-based
businesses.  CNP enhanced its capital structure by issuing
24.15 million shares in September 2009 with gross proceeds of
$289.8 million.  This combined with a completed continuous
offering plan, sales of stock to the company's savings plan, and
an ongoing DRIP program will lead to a total equity issuance of
close to $500 million in 2009.  Fitch expects the consolidated FFO
coverage ratio to be around 3.4 times in 2009 and 3.2x in 2010.

Fitch's primary credit concern for CNP is that, despite gradual
improvement, the consolidated balance sheet remains highly
leveraged and coverage ratios are weak relative to the rating
guidelines as a result of the stranded costs incurred from
generation asset divestitures in 2004 and other legacy issues
resulting from the corporate restructuring and separation from
RRI.  Other concerns include disproportionate investment in
higher-risk, commodity sensitive, non-regulated businesses and the
potential for an unfavorable decision in the pending stranded cost
litigation.

CERC's ratings are supported by regulated and predictable cash
flows from its pipeline and local distribution companies
operations.  The LDCs cash flows are stabilized through purchase
gas adjustment mechanisms.  Cash flows at CERC's field services
segment, though non-regulated, are mainly tied to stable, fee-
based revenue streams, thus, minimizing large exposure to
movements in commodity prices.  In its natural gas marketing
segment, CERC takes no directional commodity risk and management
is conservatively managing its working capital and collateral
exposure.  Fitch views favorably the recently announced
Haynesville gathering project owing to its fee-based revenue
structure and throughput guarantees with counterparties that are
subsidiaries of the two largest investment grade producers, Shell
and EnCana.  CERC's credit ratios in 2009 are modestly lower than
Fitch's rating guidelines but are projected to improve over the
forecast period.

Fitch would be concerned if management were to pursue a debt
financed expansion strategy or disproportionately grow commodity
sensitive, non-fee based businesses.  Other concerns for CERC
include sensitivity of operating income and collateral needs to a
lower commodity environment.

Ratings of CEHE are supported by predictable operating income and
cash flows from its regulated transmission and distribution
operations.  CEHE has the ability to earn a return on its
transmission investments without any material regulatory lag.
Monthly surcharges on customers allow CEHE to recover investment
being made in advanced metering system.  Fitch views favorably the
recent political and regulatory support to securitize Hurricane
Ike's storm restoration costs as well as permit the utility to
securitize costs incurred from storms in the future, which
minimizes hurricane event risk.  CEHE bears lower risk of default
by Retail Electricity Providers, as compared to a year ago, driven
by tighter certification and financing requirements for REPs,
lower electricity prices, and the acquisition of CEHE's largest
customer RRI's REP business by a stronger company, NRG.  In
addition, CEHE has the ability to create a regulatory asset for
bad debt expenses resulting from a REP's default for recovery in
future rate proceedings.

Fitch's rating concerns for CEHE include rising operating costs
during a base rate freeze that extends to mid-2010 and during such
time that rate relief is approved, and the potential for an
unfavorable decision in the stranded cost litigation.

The Stable Rating Outlook for CNP, CERC and CEHE assumes that the
electric and gas utilities, pipelines and field services
businesses will continue to perform well and the sensitivity of
cash flows and working capital needs to changes in commodity
prices will remain low.  The Stable Outlook also assumes that the
regulated and non-regulated fee-based businesses will continue to
contribute more than 90% of the consolidated operating income.
Fitch expects capital spending needs to be reduced to a level that
can be funded through internally generated cash flow beyond 2010.
Improvement in leverage and coverage ratios through cash flow
growth or any other means is key to any improvement in CNP's
current ratings or Outlook.

Potential causes for negative rating actions include:

  -- Disproportionate investment in higher-risk, commodity
     sensitive, non-regulated businesses.

  -- Rising costs at CEHE during the period of base rate freeze
     (till the middle of 2010) and delay and/or shortfall in
     subsequent rate relief.

  -- A negative outcome in the stranded cost litigation.

Potential causes for positive rating actions include:

  -- Reduction of consolidated debt leverage through cash flow
     growth or any other means.

  -- A favorable decision by the Texas Supreme Court in the
     stranded cost case and subsequent consolidated leverage
     reduction using a securitized debt issue.

CNP, through its subsidiaries, operates as a public utility
company.  CEHE provides regulated electric transmission and
distribution services to REPs, municipalities, electric
cooperatives, and other distribution companies that provide
service to approximately two million customers in and around
Houston, Texas.  CERC owns and operates LDCs that serve
3.2 million customers in six states, 8,000 miles of interstate
natural gas pipelines, gas gathering lines, processing and storage
facilities, and engages in gas marketing to commercial and
industrial customers.


CIT GROUP: Debt-Exchange Offer Gets Little Interest, Says Report
----------------------------------------------------------------
CIT Group Inc.'s debt-exchange offer has received little interest
from investors and the Company may pursue bankruptcy, Reuters
reported, citing unidentified people familiar with the situation.

Separately, investors in CIT securities said it is possible that
the company will not find enough debtholder approval for a
prepackaged bankruptcy, which requires sufficient support before
the company files for protection from creditors, Reuters reported.
Instead, CIT, according to the report, might have to aim for a
pre-negotiated bankruptcy, which requires less support before the
actual filing.

CIT Group, on July 29, 2009, entered into a credit agreement,
with Barclays Bank PLC, as administrative agent and collateral
agent, and the lenders party thereto, for loans of up to
$3 billion.  In connection with the credit agreement, CIT Group
was required to adopt a restructuring plan acceptable by lenders
starting October 1, 2009.

CIT Group on October 1 announced that it has commenced a
restructuring of its capital structure that has been approved by
the Company's Board of Directors and by the Steering Committee of
CIT's bondholders.  The announcement is an important step in a
comprehensive restructuring plan to enhance CIT's capital levels,
improve its liquidity and return the Company to profitability.

Under the plan, CIT Group Inc. and CIT Group Funding Company of
Delaware LLC (Delaware Funding) are launching exchange offers for
certain unsecured notes.  Under CIT's restructuring plan, holders
of $1,000 of old notes maturing in 2009 will receive $900 in New
Notes and 0.40749 shares of new preferred stock; in 2010 will
receive $850 in new notes and 1.22248 shares of new preferred
stock; in 2011 and 2012 will receive $800 in new notes and 2.03746
shares of new preferred stock; in 2013 through 2017 and in 2036
will receive $700 in new notes and 3.25993 shares of new preferred
stock; in 2018 will receive 4.07492 in shares of new preferred
stock; and in 2067 will receive 2.03746 shares of new preferred
stock.  The Offers will expire at 11:59 p.m., (prevailing Eastern
Time), on October 29, 2009.

The Company said that if it does not achieve the objectives of the
exchange offers, it may decide to initiate a voluntary filing
under Chapter 11 of the U.S. Bankruptcy Code.  Therefore, the
Company is concurrently soliciting bondholders and other holders
of CIT debt to approve a prepackaged plan of reorganization.  The
Company has been informed by advisors to the Steering Committee
that, subject to review of the offering memorandum, approximately
$10 billion of outstanding unsecured indebtedness have already
indicated their intention to participate in the exchange offer or
vote for the prepackaged plan of reorganization.

                        About CIT Group Inc.

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.

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

CIT Group on October 1 announced a restructuring plan built upon
exchange offers for certain unsecured notes.  The Company said
that if it does not achieve the objectives of the exchange offers,
it may decide to initiate a voluntary filing under Chapter 11 of
the U.S. Bankruptcy Code.

Evercore Partners, Morgan Stanley and FTI Consulting are the
Company's financial advisors and Skadden, Arps, Slate, Meagher &
Flom LLP and Sullivan & Cromwell LLP are legal counsel in
connection with the restructuring plan.

Houlihan Lokey Howard & Zukin Capital, Inc. serves as financial
advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP serves
as legal counsel to the Steering Committee of CIT's bondholders.


CITIGROUP INC: Phibro Acquired by Occidental Petroleum
------------------------------------------------------
Occidental Petroleum Corporation has signed an agreement to
purchase Phibro LLC from Citigroup Inc., for approximately net
asset value.

Primarily a trader in oil and gas, Phibro's assets consist of
cash, marketable securities and readily saleable commodity
positions.  Phibro does not trade in any exotic derivatives or
hold any level three type assets.  Occidental's net investment in
Phibro is expected to be about $250 million.

Phibro's management team, headed by Andrew Hall, and its employees
will remain with the company after closing.  The senior management
team has agreed to make a significant investment in Phibro and
receive returns dependent upon the company's future performance.
Additionally, significant portions of current and future bonuses
will be deferred and retained by Phibro and paid out in future
years.  These future payouts will be adjusted to reflect Phibro's
results during that period.

From 1997 until the second quarter of 2009, Phibro averaged
approximately $200 million per year in pre-tax earnings, while
over the last five years Phibro's earnings averaged $371 million
per year.  Phibro has been profitable each fiscal year since 1997,
attaining profitability in 80 percent of all quarters.

The transaction is expected to close by year end.  Upon closing,
Occidental will support the credit of Phibro.  Phibro will become
a part of Occidental's midstream segment which includes
Occidental's natural gas liquids, power, pipeline and existing
trading business.

                            About Oxy

Occidental Petroleum Corporation is an international oil and gas
exploration and production company with operations in the United
States, Middle East/North Africa and Latin America regions.  Oxy
is the fourth largest U.S. oil and gas company, based on equity
market capitalization.  Oxy's wholly owned subsidiary, OxyChem,
manufactures and markets chlor-alkali products and vinyls.
Occidental is committed to safeguarding the environment,
protecting the safety and health of employees and neighboring
communities and upholding high standards of social responsibility
in all of the company's worldwide operations.

                       About Citigroup Inc.

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

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

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

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


CLARIENT INC: Amends License Deal with Prediction Sciences
----------------------------------------------------------
Clarient Inc. and Prediction Sciences, LLC, on October 5, 2009,
entered into an amendment to the parties' license agreement which,
among other things:

     -- increased the total number of fee shares issuable upon
        achievement of various tranches within five major
        milestones from 350,000 to 400,000 common shares,

     -- amended the criteria of certain milestones set forth in
        the License Agreement, and

     -- adjusted certain elements of the royalty structure set
        forth in the License Agreement.

In addition, Clarient agreed to pay Prediction Sciences an amount
not to exceed $130,000 for the purchase of certain breast cancer
cohorts to perform additional studies to aid in the marketing of
the Clarient Insight(R)Dx Breast Cancer Profile.

Clarient entered into the License Agreement with Prediction
Sciences on January 8, 2008, pursuant to which Prediction Sciences
granted Clarient an exclusive license to use its mathematical
algorithm in connection with Clarient's Insight(R)Dx Breast Cancer
Profile, a multiple marker profile used in the clinical prognosis
of breast cancer.

As partial consideration for the License, Clarient agreed to pay
Prediction Sciences an aggregate of $50,000 in cash and to issue
Prediction Sciences an aggregate of up to 350,000 shares of
Clarient's common stock -- Fee Shares -- upon the achievement of
certain milestones set forth in the License Agreement.  Of the
milestones, $25,000 in cash was paid by Clarient to Prediction
Sciences in January 2008, along with 25,000 shares of Clarient
common stock.  An additional $50,000 in cash was paid by Clarient
to Prediction Sciences in May 2009 for certain of its related
research and development activities for the benefit of Clarient.

In addition, Clarient agreed to pay Prediction Sciences a royalty
based upon net sales of Licensed Products in accordance with the
royalty structure set forth in the License Agreement.  The License
Agreement commenced on January 8, 2008, will continue until
January 8, 2015 and will thereafter automatically renew for
successive one (1) year terms until either party provides written
notice of such party's intent to terminate the License Agreement.
Clarient did not deem the License Agreement to be a material
agreement when it was originally entered.

As a result of the Amendment and current likelihood of success in
Prediction Sciences achieving certain milestones and resulting Fee
Shares, Clarient deems the License Agreement, as amended, to be a
material agreement.

                       About Clarient Inc.

Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics
services company.  The Company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.

At June 30, 2009, Clarient had $54.3 million in total assets;
$13.8 million in total current liabilities, $982,000 in long-term
capital lease obligations and $3.75 million in deferred rent and
other non-current liabilities; and $35.6 million in stockholders'
equity.

                       Going Concern Doubt

KPMG LLP in Irvine, California -- in its audit report dated
March 19, 2009 -- raised substantial doubt about the Company's
ability to continue as a going concern.  KPMG cited the Company's
recurring losses from operations and negative cash flows from
operations, and working capital and net capital deficiencies.
KPMG said it is not probable that the Company can remain in
compliance with the restrictive financial covenants in its bank
credit facilities.


CLEAR CHANNEL: Hill's Tenure as Accounting Head to End March 2010
-----------------------------------------------------------------
CC Media Holdings, Inc., the indirect parent of Clear Channel
Communications, Inc., and Herbert W. Hill Jr. agreed on October 5,
2009, that his service as Senior Vice President, Chief Accounting
Officer and Assistant Secretary of the Company will end effective
March 31, 2010.  Following March 31, 2010, Mr. Hill has agreed to
continue with the Company as Director of Special Accounting and
Information Systems Operations for an additional year.

As reported by the Troubled Company Reporter on October 9, 2009,
Clear Channel's owners -- Bain Capital LLC and THL Partners --
denied a media report that the private equity firms have contacted
banks in an effort to restructure Clear Channel loans, the New
York Times reported.  A spokesman for the partnership told the NYT
that no effort to restructure the company's debt is currently
under way.

The New York Post reported that Clear Channel's private equity
owners had approached banks to help them keep Clear Channel from
defaulting on its loans.  Citing sources, The NY Post stated that
Clear Channel may default by year-end or early in 2010.

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

Clear Channel Communications, Inc.'s balance sheet at March 31,
2009, showed total assets of $22.0 billion and total liabilities
of $25.4 billion, resulting in a members' deficit of $3.3 billion

Clear Channel carries a 'Caa3' probability-of-default rating from
Moody's.


COINMACH SERVICE: S&P Downgrades Corporate Credit Rating to 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Coinmach Service Corp. to 'SD' from
'CCC+', and lowered its senior subordinated notes due 2015 to 'D'
from 'CCC-'.  The rating action followed the company's partial
exchange of its subordinated notes to payment-in-kind preferred
securities of its parent.

At the same time, Standard & Poor's lowered its issue-level
ratings on Coinmach's senior secured bank debt, consisting of a
$50 million revolving credit facility due 2013, a $50 million
delay draw term loan due 2014, and a $725 million term loan due
2014, to 'CCC+' from 'B-'.  The recovery rating is '2', indicating
S&P's expectation of substantial (70%-90%) recovery for lenders in
the event of a payment default.  In addition, S&P lowered the
rating on the company's $175 million senior unsecured notes due
2015 to 'CC' from 'CCC-', with a recovery rating of '6',
indicating S&P's expectation of negligible (0%-10%) recovery for
note holders in the event of payment default.

Immediately after, S&P raised its corporate credit rating on
Coinmach to 'CCC' from 'SD' and withdrew the issue ratings on the
company's senior unsecured notes and senior subordinate notes at
the company's request.

The outlook is developing.  S&P estimates that Coinmach has about
$1.2 billion of reported debt outstanding as of Sept. 30, 2009
(including $41.8 million of senior subordinated notes recently
exchanged to17% PIK preferred securities).

"The rating actions reflect S&P's reassessment of credit quality
following the company's partial exchange of its senior
subordinated notes due 2015," said Standard & Poor's credit
analyst Chris Johnson.  S&P lowered the corporate credit rating to
'SD' and the rating on the senior subordinated notes to 'D' after
the company completed the partial exchange of the notes into PIK
preferred securities of its parent, thereby, in S&P's opinion, not
meeting the full cash interest obligation on the security that is
payable on Nov. 15, 2009.  "According to its criteria, S&P
considers the exchange of the senior subordinated notes as
tantamount to default," added Mr. Johnson.  "It is S&P's
understanding that the remaining outstanding balance of the
subordinated notes continues to perform and accrue interest as
scheduled, and therefore S&P believes there is no contractual
default."

The ratings on Coinmach reflect its highly leveraged financial
profile (including S&P's estimate of debt to EBITDA in excess of
9x as of June 30, 2009) and near-term potential for declining
liquidity due to tightening financial covenants and currently
negative free cash flow (though improving given a lower interest
burden following the exchange).  S&P believes significant upcoming
cash interest payments will strain the company's currently ample
cash balances.

The outlook is developing, reflecting S&P's concerns about the
company's near-term liquidity, while recognizing the possibility
for future changes to its capital structure, which may restore
sufficient covenant cushion and improve its free cash flows.  S&P
could lower the ratings further if the company breaches its
financial covenants or does not meet its future debt obligations.
Alternatively, S&P could raise the ratings if Coinmach further
improves its liquidity position and/or restores adequate cushion
on its financial covenants.


COOPER-STANDARD: Committee Gets Nod for Bennett as Canada Attys.
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors is hiring Toronto-
based Bennett Jones LLP as its special counsel.

In an application filed in Court, Patrick Healy of Wilmington
Trust Company, chair of the Creditors Committee, obtained approval
to employ Toronto-based Bennett Jones to monitor the insolvency
proceeding of Cooper-Standard Automotive Canada Ltd., a unit of
Cooper-Standard Holdings Inc. in Canada.

"The Committee selected Bennett Jones primarily because [its]
bankruptcy and restructuring department has extensive experience
in the fields of bankruptcy and creditors' rights under Canadian
insolvency law," Mr. Healy says.

Bennett Jones will be paid for its services on an hourly basis
and will be reimbursed of its expenses incurred.  The firm's
professionals will be paid at these hourly rates:

  Professionals             Hourly Rates
  -------------            ---------------
  Partners                 CD$500 - $1,025
  Associates               CD$250 - $650
  Paraprofessionals        CD$140 - $350

Kevin Zych, Esq., at Bennett Jones, assures the Court that his
firm is a "disinterested person" under section 101(14) of the
Bankruptcy Code.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: Court Approves Kramer as Committee Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Cooper-Standard
Holdings Inc. obtained the Court's approval to retain Kramer Levin
Naftalis & Frankel LLP as its counsel effective August 13, 2009.

Kramer Levin is a New York-based law firm that specializes in
corporate and financial services, litigation and bankruptcy.

The Creditors Committee selected the firm because of its
extensive experience in the fields of bankruptcy and creditors'
rights, according to Patrick Healy of Wilmington Trust Company,
chair of the Creditors Committee.

As counsel, Kramer Levin is tasked to provide these services:

  (1) the administration of the Debtors' bankruptcy cases and
      the exercise of oversight with respect to their affairs;

  (2) preparation of legal papers on behalf of the Creditors
      Committee;

  (3) appearances in Court and at statutory meetings of
      creditors to represent the interests of the Creditors
      Committee;

  (4) negotiation, formulation, drafting and confirmation of a
      plan or plans of reorganization and related matters;

  (5) investigation, as the Creditors Committee may desire,
      concerning the assets, liabilities, financial condition,
      sale of the Debtors' businesses and other issues
      concerning the Debtors; and

  (6) communications with the Creditors Committee's constituents
      and others at the direction of the panel.

Kramer Levin will be paid for its services on an hourly basis and
will be reimbursed of its expenses incurred in connection with
its retention.  The personnel designated to provide legal
assistance to the Creditors Committee and their hourly rates are:

  Personnel                  Title        Hourly Rates
  ---------                  -----        ------------
  Kenneth Eckstein           Partner          $930
  Thomas Moers Mayer         Partner          $930
  Robert Schmidt             Partner          $735
  Stephen Zide               Associate        $560
  Yekaterina Chemyak         Associate        $485
  Sarah Schindler-Williams   Associate        $440
  Michael Makinde            Paralegal        $275

Robert Schmidt, Esq., at Kramer Levin, assures the Court that his
firm does not hold or represent interest adverse to the Debtors'
estates and is a "disinterested person" under Section 101(14) of
the Bankruptcy Code.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: Young Conaway Authorized as Committee Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors obtained the Court's
authority to retain Young Conaway Stargatt & Taylor LLP as its
bankruptcy co-counsel effective August 14, 2009.

Based in Delaware, Young Conaway is one of the largest law firms
in the state.  The firm offers national corporate, bankruptcy,
commercial and intellectual property practices, among other
things.

As the Creditors Committee's co-counsel, Young Conaway is tasked
to:

  (1) assist and advise the Creditors Committee in its
      consultation with the Debtors and the U.S. Trustee
      relative to the administration of the Debtors' bankruptcy
      cases;

  (2) review, analyze and respond to pleadings filed by the
      Debtors and to participate in hearings on those pleadings;

  (3) assist and advise the Creditors Committee in examining and
      analyzing the conduct of the Debtors' affairs and
      financial condition;

  (4) assist the Creditors Committee in reviewing and analyzing
      the disclosure statement accompanying any plans of
      reorganization and asset acquisition proposal that may be
      filed;

  (5) take necessary action to protect the rights and interests
      of the Creditors Committee including reviewing and
      analyzing claims filed against the Debtors' estate;

  (6) represent the Creditors Committee in connection with the
      exercise of its powers and duties under the bankruptcy
      laws and in connection with the Debtors' cases;

  (7) prepare legal papers on behalf of the Creditors Committee;
      and

  (8) assist the Creditors Committee in reviewing, analyzing and
      negotiating any financing arrangements.

Young Conaway will be paid on an hourly basis and will be
reimbursed of its expenses incurred in connection with its
retention.  The firm's professionals designated to represent the
Creditors Committee and their hourly rates are:

  Professionals            Hourly Rates
  -------------            ------------
  M. Blake Cleary              $540
  Erin Edwards                 $330
  Jaime Luton                  $265
  Troy Bollman                 $135

M. Blake Cleary, Esq., at Young Conaway, assures the Court that
his firm does not have interest adverse to the Debtors' estates
and that it is a "disinterested person" under Section 101(14) of
the Bankruptcy Code.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


CORUS BANK: Sonoma Drive Purchases Monterrey Note at Discount
-------------------------------------------------------------
15250 Sonoma Drive, LLC -- a joint venture formed between
Behringer Harvard Palms of Monterrey, LLC, a wholly owned
subsidiary of Behringer Harvard Opportunity OP II LP, the
operating partnership of Behringer Harvard Opportunity REIT II,
Inc., and DD-CTP, LLC, an entity formed between DeBartolo
Development, LLC and Christian Tyler Properties, LLC -- on
October 2, 2009, purchased, at a discount, a promissory note
secured by a first lien mortgage and related loan documents for
$25.4 million plus closing costs from the Federal Deposit
Insurance Corporation as Receiver for Corus Bank, N.A., BHOR said
in a regulatory filing.

Behringer Harvard Palms of Monterrey, LLC owns a 90% percentage
interest in the joint venture and DD-CTP, LLC, an unaffiliated
third party, owns the remaining 10% percentage interest and a
carried interest after a preferred return to the members based
their respective capital contributions.  Behringer Harvard Palms
of Monterrey, LLC is the managing member of the joint venture.
The principal balance and accrued interest owed on the Palms of
Monterrey Note at the date of purchase was $65.8 million.  The
investment was funded with proceeds from the Company's ongoing
public offering.

Corus originated the Palms of Monterrey Note on March 21, 2006 in
the principal amount of $69 million for the purpose of acquiring a
408-unit multifamily complex known as "The Palms of Monterrey"
located at 15250 Sonoma Drive in Fort Myers, Florida, and
converting the multifamily complex into condominium residential
units for sale.  The borrower under the Palms of Monterrey Note is
BTS Monterrey Holdings LLC.  The Palms of Monterrey Note
originally accrued interest at the greater of:  (i) 6.75%, or (ii)
LIBOR plus 3.75% and is secured by a first lien mortgage on The
Palms of Monterrey property.

BTS Monterrey LLC was the original parent entity of BTS and the
borrower under a mezzanine loan in the original principal amount
of $8.7 million from MTRY Funding, LLC, an unrelated third party,
made in connection with the acquisition and proposed conversion of
The Palms of Monterrey property by BTS.  The Mezzanine Loan was
secured by a pledge of the Original Parent's membership interest
in BTS.  The Original Parent defaulted on the Mezzanine Loan.  In
lieu of foreclosing on the pledge of membership interests, the
Mezzanine Lender accepted an assignment of the membership
interests in BTS and is now the sole legal and beneficial owner of
BTS.  Corus approved the assignment of membership interests in BTS
to Mezzanine Lender and, as a condition of reinstating and
amending the loan under the Palms of Monterrey Note as requested
by Mezzanine Lender, Corus required Mezzanine Lender to cure the
monetary defaults existing at such time under the Palms of
Monterrey Note and to execute a non-recourse carve-out guaranty in
favor of Corus.  The Mezzanine Loan remains outstanding and is
subordinate to the Palms of Monterrey Note.

The Palms of Monterrey Note matured on March 19, 2008, but BTS
failed to pay the outstanding principal and interest due under the
Palms of Monterrey Note on the Original Maturity Date.  BTS and
Corus entered into a forbearance agreement whereby BTS was
required to make certain payments of principal and interest as a
condition precedent to a loan amendment which would, among other
things, extend the term of the loan.

BTS failed to make the principal and interest payments required
under the forbearance agreement.  BTS is currently in default
under the Palms of Monterrey Note and the forbearance agreement.
The loan amendment extending the loan was never executed.  The
conversion of The Palms of Monterrey property to condominium units
was not completed, none of the units were sold, and it is
currently operated as a multifamily complex.  Sonoma is pursuing
its remedies available under the Palms of Monterrey Note, at law
and at equity, including enforcement of the first lien mortgage
through judicial foreclosure, involuntary receivership, or
accepting a deed-in-lieu of foreclosure of the property securing
the loan.

                         About Corus Bank

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

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


CRUCIBLE MATERIALS: Union Reaches Pact with New Owner
-----------------------------------------------------
Charley Hannagan at The Post-Standard reports that The United
Steelworkers of America said that they have reached a contract
agreement with Crucible Industries LLC, the new owner of one of
the units of Crucible Materials Corp.  No details available about
the new contract, but Steelworkers subdistrict director Richard
Knowles said that it will be explained to members of three local
unions at informational meetings set for this week, says The Post-
Standard.  According to The Post-Standard, Crucible Industries
will close on its acquisition of the Company on October 16.  Mr.
Knowles said that the agreement restored some of the wage
concessions the workers made to BlackEagle Partners, and improves
fringe benefits, The Post-Standard states.

As reported by the Troubled Company Reporter on Sept. 22, Crucible
conducted an auction on Sept. 21 where Allegheny Technologies
Incorporated emerged as the winning bidder for its compaction
metals and research divisions with its $40.95 million offer.  The
transaction is expected to close no later than October 31, 2009.
Carpenter Technology Corp. was the stalking horse bidder for the
compact metals and research divisions, with its $20 million offer.

The Debtors also received the Bankruptcy Court's approval to sell
(i) their specialty metals division located in Syracuse, New York,
to Crucible Industries LLC, for $8 million, and (ii) their service
center in Romeoville, Illinois, to Erasteel Inc., a unit of Eramet
SA, for $2 million.]

                     About Crucible Materials

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

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


CRUSADER ENERGY: Court Approves SandRidge-Led Auction
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of
Texas authorized Crusader Energy Group Inc. and its debtor-
affiliates to sell substantially all assets at an auction where
SandRidge Energy, Inc., would be the lead bidder.

All bids for the Debtors' assets must be filed no later than
4:00 p.m., on Nov. 6, 2009, to Vinson & Elkins LLP at Trammell
Crow Center, 2001 Ross Avenue, Suite 3700 in Dallas, Texas.  In
addition, bid must provide for an aggregate consideration valued
as determined in the sole and absolute discretion of the Debtors,
of at least $500,000 greater than the sum of (i) $7 million; (ii)
the cash consideration under the stock purchase agreement; and
(iii) $186 million.

The Debtors will conduct an auction on Nov. 13, 2009, at 9:30 a.m.

The Debtors agreed to pay a break-up fee of $7 million to
SandRidge Energy, as stalking-horse bidder, if they consummate the
sale to another party.

According to the Troubled Company Reporter on Sept. 30, 2009,
SandRidge Energy has agreed purchase all of the shares of common
stock of reorganized Debtors, pursuant to the stock purchase
agreement, for:

   -- $55 million in cash, subject to certain adjustments,
      including reduction by approximately $90,000 per day from
      and after Sept.r 1, 2009, up to but excluding the Closing
      Date;

   -- 13,015,797 shares of SandRidge common stock, par value
      $0.001 per share, subject to certain adjustments; and

   -- warrants to purchase an aggregate of 2.0 million shares of
      SandRidge Common Stock at an exercise price of $15.00 per
      share during an exercise period ending five years after the
      closing date of the transactions contemplated under the
      Purchase Agreement.

The Cash Consideration will be paid to the liquidating trust
created under the plan of reorganization filed by the Crusader
Entities in the Bankruptcy Court on Sept. 22, 2009.  Recipients of
the Stock Consideration and warrants will not be permitted to
dispose of such Stock Consideration or warrants for 180 days after
the Closing Date.

In addition, the Purchase Agreement may be terminated by either
the Company or Crusader if the closing of the transaction has not
occurred by Dec. 30, 2009, or by the Company if the Crusader
Entities do not satisfy certain deadlines.

Deutsche Bank Securities advised SandRidge on the transaction.
Jefferies & Company, Inc., advised Crusader.

                       About Crusader Energy

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

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

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


CYNERGY DATA: Wins Approval to Sell Assets to ComVest Group
-----------------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross has approved the sale of
substantially all assets of Cynergy Data LLC to ComVest Group for
about $81 million, Michael Bathon at Bloomberg News reported.

ComVest was already under contract to buy Cynergy absent higher
and better bids.  ComVest will pay $81 million, including $14
million of subordinated debt, under the terms of the agreement.

Before selling to ComVest, Cynergy solicited offers from other
parties.  According to the Court-approved auction procedures, an
auction was to be held October 5 if a competing offer is received
and ComVest would receive a break-up fee if it loses at the
auction.  The auction was cancelled because no bids were received
by the October 2 deadline.

"I believe the price is the highest and best" and the sale "is in
the best interest" of the company, Gross said at an Oct. 7 hearing
in which Cynergy sought approval of the sale.

"We're very happy the sale will be able to proceed," Dennis
Drebsky, a lawyer for Cynergy, said in an interview after the
hearing.

                      About The ComVest Group

The ComVest Group is a private investment firm focused on
providing debt and equitysolutions to middle-market companies with
enterprise values of less than $350 million.  Since 1988 ComVest
has invested more than $2 billion of capital in over 200 public
and private companies worldwide.  Through its extensive financial
resources and broad network of industry experts, ComVest offers
its portfolio companies total financial sponsorship, critical
strategic support, and business development assistance. ComVest
additionally owns controlling interest in Pipeline Data,
CardAccept, AirCharge, SecurePay and Northern Merchant Services;
all credit card merchant servicing organizations. For further
information on ComVest, please contact Partner Daniel Nenadovic at
(561) 727.2070 or via e-mail at danieln@comvest.com

                        About Cynergy Data

Launched in 1995, Cynergy Data is a merchant credit card
processing service provider that gives business owners excellent
customer support and unparalleled merchant services.  The company
emphasizes honest, service-oriented business practices and
customer-friendly products and services.  During the past 14
years, Cynergy Data has rapidly expanded from a two-person
operation to one that employs over 130 service-oriented team
members.  Headquartered in New York City, Cynergy Data manages a
portfolio of nearly 80,000 merchants processing in excess of $10
billion annually.

The Company and two affiliates -- Cynergy Data Holdings, LLC,
and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on
September 1, 2009 (Bankr. D. Del. Case No. 09-13038).

The Company's legal advisor is Nixon Peabody LLP; its financial
and restructuring advisor is CM&D Management Services LLC; its
industry expert is Unicorn Partners, LLC; and its investment
bankers are Stifel, Nicolaus & Company and Peter J. Solomon
Company.  Aside from Nixon peabody, Pepper Hamilton LLP has been
hired as bankruptcy and restructuring counsel.  Charles D. Moore
of Conway MacKenzie, Inc., serves as chief restructuring officer.
Kurtzman Carson & Consultants LLC serves as claims and notice
agent.

Cynergy Data said that it had assets of $109,546,132 against debts
of $186,183,032 as of June 30, 2009.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to Cynergy Holdings, LLC, an affiliate of The
ComVest Group, which will serve as stalking horse bidder in an
auction.


DOLLAR THRIFTY: NYSE to Delist Preferred Share Purchase Rights
--------------------------------------------------------------
The New York Stock Exchange notified the Securities and Exchange
Commission of its intention to remove the Preferred Share Purchase
Rights of Dollar Thrifty Automotive, Inc., from listing
and registration on the Exchange at the opening of business on
October 19, 2009, pursuant to the provisions of Rule 12d2-2 (a) 17
CFR 240.12d2-2 (a)(4).

Pursuant to the terms of the Rights of Dollar Thrifty Automotive,
Inc., the Rights expired and became null and void on August 3,
2009.  The Exchange also notified the Commission that as a result
of the indicated conditions the security was suspended from
trading on August 3, 2009.

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is a Fortune
1000 company headquartered in Tulsa, Oklahoma.  The Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in more than 70 countries.  Dollar and Thrifty
have more than 700 corporate and franchised locations in the
United States and Canada, operating in virtually all of the top
U.S. and Canadian airport markets.  The Company's roughly 6,800
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

As of June 30, 2009, the Company had $2.58 billion in total assets
and $2.35 billion in total liabilities.

                          *     *     *

The TCR said April 6, 2009, that Standard & Poor's Ratings
Services lowered its ratings on DTAG, including the long-term
corporate credit rating to 'CCC' from 'CCC+'.  All ratings were
removed from CreditWatch, where they were initially placed with
negative implications on February 12, 2008, and subsequently
lowered three times and maintained on CreditWatch.  The outlook is
now negative.


DUNE ENERGY: To Seek Shareholder OK of 1-for-5 Reverse Stock Split
------------------------------------------------------------------
A Special Meeting of Stockholders of Dune Energy, Inc., will be
held November 30, 2009, at 9:00 a.m. Central Time, at the
Company's corporate offices, located at Two Shell Plaza, 777
Walker Street, Suite 2300, in Houston, Texas.

The purpose of the meeting is to:

     -- to ratify and approve an amendment to the Company's
        Certificate of Incorporation to effect a reverse stock
        split of the Company's outstanding shares of common stock
        at a ratio of 1-for-5; and

     -- to ratify and approve an amendment to the Company's 2007
        Stock Incentive Plan to increase the number of shares of
        the common stock of Dune Energy that may be issued under
        the plan from 7.0 million shares to 16.0 million shares,
        which number of shares shall be subject to the reverse
        stock split if approved by the Company's stockholders.

Stockholders of record at the close of business on October 2,
2009, are entitled to cast a vote.

A full-text copy of the preliminary proxy statement is available
at no charge at http://ResearchArchives.com/t/s?46ce

                       About Dune Energy

Based in Houston, Texas, Dune Energy, Inc., is an independent
energy company.  Since May of 2004, it has been engaged in the
exploration, development, acquisition and exploitation of natural
gas and crude oil properties, with interests along the
Louisiana/Texas Gulf Coast.  Its properties cover 100,000 gross
acres across 23 producing oil and natural gas fields.

As of June 30, 2009, the Company had $382.3 million in total
assets; and $355.6 million in total liabilities and $213.4 million
in Redeemable convertible preferred stock; resulting in
$186.7 million in stockholders' deficit.  The Company had
$252.0 million in accumulated deficit as of June 30, 2009.


DUNE ENERGY: UBS AG Reports 43.99% Equity Stake
-----------------------------------------------
UBS AG reports holding 110,840,743 shares or roughly 43.99% of the
common stock of Dune Energy, Inc., as of October 8, 2009.

UBS AG says the Common Shares consists 110,840,743 Common Shares
underlying 10% Senior Redeemable Convertible Preferred Stock.  As
of October 8, 2009, each share of Preferred Stock converts into
571.43 Common Shares plus a make-whole premium as of October 8,
2009, amounted to an additional 615.3501 Common Shares for 1 share
of Preferred Stock.

The make whole premium is equal to the discounted net present
value of future dividends (until June 2010) divided by the Volume
Weighted Average Price of the common stock for the last 10 trading
days prior to the conversion date discounted 10%.  Therefore, the
make whole premium fluctuates with the changes in the price of the
Common Shares and the amount of future dividends.

                       About Dune Energy

Based in Houston, Texas, Dune Energy, Inc., is an independent
energy company.  Since May of 2004, it has been engaged in the
exploration, development, acquisition and exploitation of natural
gas and crude oil properties, with interests along the
Louisiana/Texas Gulf Coast.  Its properties cover 100,000 gross
acres across 23 producing oil and natural gas fields.

As of June 30, 2009, the Company had $382.3 million in total
assets; and $355.6 million in total liabilities and $213.4 million
in Redeemable convertible preferred stock; resulting in
$186.7 million in stockholders' deficit.  The Company had
$252.0 million in accumulated deficit as of June 30, 2009.


EDGE PETROLEUM: Gets Initial Approval to Use Cash Collateral
------------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Edge Petroleum Corporation
and its debtor-affiliates to use cash collateral securing
repayment of secured loans to their prepetition lenders, pursuant
to a 13-week budget.

The Debtors told the Court that they have an immediate need to use
cash collateral -- including cash proceeds -- to continue their
ordinary course business operations and to maintain the value of
their bankruptcy estates.  Absent the use of the cash collateral,
they will not able to pay costs and expenses, wages, salaries,
professional fees, general and administrative operating expenses,
the Debtors lament.

A prepetition lender holds an interest in the Debtors' cash.  In
January 2007, Union Bank of California provided $750 million
revolving credit facility to the Debtors, which is secured by all
of the Debtors' assets.  As of Sept. 30, 2009, about
$226.5 million in total borrowing were outstanding under the
credit facility.

As adequate protection, Union Bank and other prepetition secured
lenders will be granted valid and perfected additional and
replacement security interest in and liens upon all of the
Debtors' interest and assets.

A final hearing is set for Oct. 27, 2009, at 2:00 p.m., to
consider the Debtors' request.

A full-text copy of the Debtors' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?46cc

                       About Edge Petroleum

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

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

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


EDGE PETROLEUM: Nasdaq Delists Securities on Chapter 11 Filing
--------------------------------------------------------------
Edge Petroleum Corporation said October 8 that on October 2, 2009,
it received notice from The Nasdaq Stock Market that the Company's
common stock and 5.75% series A cumulative convertible perpetual
preferred stock will be delisted from the Exchange at the opening
of business on October 13, 2009, pursuant to the Exchange's
Listing Rules 5100, 5110(b) and IM-5100-1, and a Form 25-NSE will
be filed with the Securities and Exchange Commission, which will
remove the Company's securities from listing and registration on
the Exchange.  According to the Notice, the determination to
delist the Company's securities was based on (i) the announcement
by the Company on October 2, 2009 that it and each of its
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code and the associated
public interest concerns raised by such bankruptcy petitions; (ii)
concerns regarding the residual equity interest of the existing
listed securities holders; and (iii) concerns about the Company's
ability to sustain compliance with all requirements for continued
listing on the Exchange.

The Company may appeal the Exchange's determination to a Hearings
Panel, pursuant to the procedures set forth in the Exchange's
Listing Rule 5800 Series.  However, the Company does not intend to
take any further action to appeal the Exchange's decision, and
therefore it is expected that the Company's securities will be
delisted and trading suspended at the opening of business on
October 13, 2009.

If the Company does not appeal the Exchange's decision, the
Company's securities will not be immediately eligible to trade on
the OTC Bulletin Board or in the "Pink Sheets."  The Company's
securities may become eligible if a market maker makes application
to register in and quote the security in accordance with SEC Rule
15c2-11, and such application is cleared.

                       About Edge Petroleum

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

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

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


EMMIS COMMUNICATIONS: Restates Annual & Quarterly Reports
---------------------------------------------------------
Emmis Communications Corporation filed an amendment to its Annual
Report on Form 10-K for the year ended February 28, 2009, to amend
and restate its financial statements and other financial
information for the year then ended.  The Company also filed an
amendment to its Quarterly Report on Form 10-Q for the period
ended May 31, 2009, to amend and restate financial statements for
the quarter then ended.

On October 8, 2009, the Audit Committee of the Board of Directors
of Emmis, in consultation with the Company's management and
independent registered public accounting firm, concluded that the
consolidated financial statements included in the Annual Report,
the related reports of the independent registered public
accounting firm, and the condensed consolidated financial
statements included in the Quarterly Report should no longer be
relied upon due to an error in the Company's provision for income
taxes.

During the year ended February 28, 2009, the Company recorded a
valuation allowance on substantially all of its domestic deferred
tax assets as it was more likely than not that the domestic
deferred tax assets would not be realized.  In determining the
valuation allowance of its deferred tax assets, the Company netted
deferred tax assets related to indefinite-lived intangible assets
and deferred tax liabilities related to indefinite-lived
intangible assets.  In accordance with generally accepted
accounting principles, deferred tax assets and deferred tax
liabilities associated with indefinite-lived intangible assets
should not be netted because the timing of the reversal of the
deferred tax liabilities is unknown.  The Company recorded
additional valuation allowance equal to the amount of deferred tax
assets the Company had erroneously netted against deferred tax
liabilities.  As a result, the Company overstated the benefit for
income taxes and understated deferred tax liabilities by
$25.3 million.

In connection with the restatement, the Company also increased the
balance of a deferred tax liability related to an indefinite-lived
intangible asset by $6.1 million, with a corresponding reduction
to the beginning balance of retained earnings as this matter
related to a prior period.  The restatements have no effect on the
Company's cash flows in any period.

According to the Company, the correction of the error impacts its
provision for income taxes for its fiscal quarter ended May 31,
2009.  Thus, the Company restated its condensed consolidated
financial statements for the three months ended May 31, 2009, to
decrease provision for income taxes by $4.5 million.

The Company's management and Audit Committee have discussed the
matter with Ernst & Young LLP, its independent registered public
accounting firm.

A full-text copy of the Amended Annual Report is available at no
charge at http://ResearchArchives.com/t/s?46cf

A full-text copy of the Amended Quarterly Report is available at
no charge at http://ResearchArchives.com/t/s?46d0

                    About Emmis Communications

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

At May 31, 2009, the Company had $685,535,000 in total assets;
$517,859,000 in total liabilities and $140,459,000 in Series A
cumulative convertible preferred stock, resulting in $22,438,000
in shareholders' deficit.  At May 31, the Company reported
$49,655,000 in noncontrolling interests, resulting in $27,217,000
in total equity

                           *     *     *

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

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

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


ENCHANTMENT LLC: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Enchantment LLC has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Middle District of Florida,
listing $10 million to $50 million in assets and $10 million to
$50 million in liabilities.

Tampa Bay Business Journal said, citing court documents, Bank of
America brought a lawsuit to foreclose on Enchantment's The Best
Western Sea Wake Beach Resort in July.

Enchantment LLC owns The Best Western Sea Wake Beach Resort on
Clearwater Beach, in Florida.


ENCHANTMENT LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Enchantment, LLC
           dba Best Western Sea Wake Beach Resort
        691 South Gulfview Blvd.
        Clearwater Beach, FL 33767-2643

Case No.: 09-22895

Type of Business: The Debtor operates a real estate business.  It
                  owns The Best Western Sea Wake Beach Resort on
                  Clearwater Beach.

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: sstichter.ecf@srbp.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.


ENVIRONMENTAL TECTONICS: Obtains Covenant Relief from PNC Bank
--------------------------------------------------------------
Environmental Tectonics Corporation reports that its $20,000,000
revolving line of credit with PNC Bank, National Association, was
amended on October 1, 2009, to extend the loan maturity date to
June 30, 2011.  Additionally, the affirmative covenants were
adjusted.  The Consolidated Tangible Net Worth covenant was
modified to reflect the impact on the Company's balance sheet of
the so-called Lenfest Financing Transaction.

Effective with each fiscal quarter ending after October 1, 2009,
the Company must maintain a minimum Consolidated Tangible Net
Worth of at least $10,000,000.  The Earnings Before Interest,
Taxes, Depreciation and Amortization covenant was changed for
fiscal periods beginning after December 1, 2009.  Beginning with
the first fiscal quarter ending after December 1, 2009, and for
each fiscal quarter ending thereafter, the Company must maintain a
minimum aggregate EBITDA of $4,000,000 for the fiscal quarter then
ending and the three preceding fiscal quarters.

                   Lenfest Financing Transaction

On April 24, 2009, the Company entered into a transaction with
H.F. Lenfest that provided for the following upon the satisfaction
of certain conditions, including the receipt of the approval of
the Company's shareholders to certain components of the
transaction:

     (i) a $7,500,000 credit facility provided by Lenfest to ETC;

    (ii) exchange of the Subordinated Note held by Lenfest,
         together with all accrued interest and warrants issuable
         under the Subordinated Note, and all Series B Preferred
         Stock and Series C Preferred Stock held by Lenfest,
         together with all accrued dividends thereon, for a new
         class of preferred stock, Series E Preferred Stock, of
         the Company; and

   (iii) the guarantee by Lenfest of all of ETC's obligations to
         PNC Bank in connection with an increase of the existing
         $15,000,000 revolving line of credit with PNC Bank to
         $20,000,000, and in connection with this guarantee, the
         pledge by Lenfest to PNC Bank of $10,000,000 in
         marketable securities.

On July 2, 2009, the Company held its 2009 Annual Meeting of
Shareholders, at which the Company obtained the Shareholder
Approvals.  Following the receipt of the Shareholder Approvals,
the Series E Exchange and increase of the 2007 PNC Credit Facility
have been completed.

                      Lenfest Credit Facility

As part of the Lenfest Financing Transaction, the Company
established a credit facility in the maximum amount of $7,500,000
with Lenfest.  According to the Company's Form 10-Q filing in
July, the Lenfest Credit Facility is to be used to finance certain
government projects that ETC is seeking to be awarded.  The terms
of the Lenfest Credit Facility are set forth in a Secured Credit
Facility and Warrant Purchase Agreement between the Company and
Lenfest, dated as of April 24, 2009.

In connection with the Lenfest Credit Agreement, the Company has
executed, and will in the future execute, promissory notes in
favor of Lenfest, in the aggregate principal amount of up to
$7,500,000.  As a result of obtaining the Shareholder Approvals,
each Lenfest Credit Facility Note issued under the Lenfest Credit
Facility will accrue interest at the rate of 10% per annum (rather
than the original interest rate of 15% per annum), payable in cash
or, at the option of Lenfest, in shares of Series D Preferred
Stock of the Company.

In connection with the execution of the Lenfest Credit Agreement
on April 24, 2009, the Company was initially entitled to drawdown
$1,000,000 under the Lenfest Credit Agreement prior to obtaining
the Shareholder Approvals and satisfying certain other conditions.
In connection with obtaining the Shareholder Approvals, the
Company entered into a letter agreement with Lenfest providing
that the Company may draw down the Initial $1 Million Loan as part
of the Lenfest Credit Facility without satisfying certain
conditions.

On July 2, 2009, in connection with the closing of the Lenfest
Financing Transaction, the Company filed with the Department of
State of the Commonwealth of Pennsylvania an Amendment to the
Articles of Incorporation increasing the number of authorized
shares of common stock from 20,000,000 to 50,000,000.

                 Exchange of Existing Instruments
                   for Series E Preferred Stock

As part of the Lenfest Financing Transaction, the senior
subordinated convertible promissory note in the original principal
amount of $10,000,000 issued by ETC to Lenfest on February 18,
2003, together with all accrued interest and warrants issuable
pursuant to the terms of the Subordinated Note, and all Series B
Cumulative Convertible Preferred Stock of the Company and Series C
Convertible Preferred Stock of the Company held by Lenfest,
together with all accrued dividends thereon, would be exchanged
for shares of a newly created class of Series E Convertible
Preferred Stock of the Company.

On July 2, 2009, following the receipt of the Shareholder
Approvals, the Company filed with the Department of State of the
Commonwealth of Pennsylvania a Statement with Respect to Shares of
Series E Convertible Preferred Stock creating a new class of
preferred stock consisting of 25,000 shares with a stated value of
$1,000 per share and designated Series E Convertible Preferred
Stock.  Immediately thereafter, the Series E Exchange occurred and
the Company issued 23,741 shares of Series E Preferred Stock to
Lenfest.  The shares of Series E Preferred Stock have a conversion
price per share equal to $2.00 and would convert into 11,870,500
shares of ETC common stock.

                Increased PNC Bank Credit Facility
                   and Issuance of New Guarantee

On April 24, 2009, PNC Bank agreed to increase the amount of
financing available under the 2007 PNC Credit Facility from
$15,000,000 to $20,000,000 subject to the condition that Lenfest
continues to personally guaranty all of ETC's obligations to PNC
Bank and that Lenfest pledges $10,000,000 in marketable securities
as collateral security for his guaranty.  Following the receipt of
the Shareholder Approvals, the 2007 PNC Credit Facility was
increased from $15,000,000 to $20,000,000 on July 2, 2009.

On July 2, 2009, ETC and PNC Bank entered into the Amended and
Restated Credit Agreement and the Second Amended and Restated
Reimbursement Agreement for Letters of Credit.  The promissory
note executed by ETC in favor of PNC Bank in connection with the
2007 PNC Credit Facility was cancelled and replaced with the
Amended and Restated Promissory Note in the principal amount of
$20,000,000.

Lenfest executed and delivered to PNC Bank these agreements:

     (i) an Amended and Restated Guaranty Agreement, which
         replaced the Restated Guaranty executed by Lenfest in
         connection with the 2007 PNC Credit Facility,

    (ii) a Pledge Agreement, pursuant to which Lenfest made the
         Lenfest Pledge, and

   (iii) a Notification and Control Agreement.

In connection with the execution of the 2009 PNC Financing
Documents, ETC paid to Lenfest an origination fee of 100 shares of
Series D Preferred Stock, which is equal to 1% of the market value
of the $10,000,000 in marketable securites pledged by Lenfest to
PNC Bank to secure ETC's obligations to PNC Bank.  The 100 shares
of Series D Preferred Stock have a stated value of $1,000 per
share, or $100,000 in the aggregate.  The shares of Series D
Preferred Stock have a conversion price per share equal to $1.11,
which price equals the average closing price of ETC common stock
during the 120 days prior to the issuance of such shares, and
would convert into 90,090 shares of ETC common stock.  In
consideration of Lenfest entering into the Amended and Restated
Guaranty, ETC issued to Lenfest warrants to purchase 450,450
shares of ETC common stock, which shares equal in value to 10% of
the amount of the $5,000,000 increase under the 2007 PNC Bank
Credit Facility.  The warrants are exercisable for seven years
following issuance at an exercise price per share equal to $1.11,
which price equals the average closing price of ETC common stock
during the 120 days prior to the issuance of the warrant.

A full-text copy of the Amendment to the 2007 PNC Credit Facility
is available at no charge at http://ResearchArchives.com/t/s?46b5
Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.

The Company had total assets of $35,538,000 and total liabilities
of $37,486,000, at May 29, 2009.


EQUIPMENT FINDERS: Gets Temporary OK to Access Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
authorized, on an interim basis, Equipment Finders of Tennessee,
Inc., to:

   -- use cash collateral to pay ordinary course of business
      expenses pursuant to an approved budget; and

   -- grant adequate protection to the prepetition creditors.

A final hearing on the Debtor's cash collateral motion will be
held at 9:00 a.m. on Oct. 27, 2009, in Courtroom 2, Customs House,
Nashville, Tennessee.  Objections, if any, are due on Oct. 23,
2009, at 4:00 p.m.

The Debtor has numerous creditors who assert purchase money
security interests in certain equipment of the Debtor used a
rental equipment in its business.  Additionally, several
creditors, including Woodhull Investments, Inc., assert a blanket
lien on all of the Debtor's assets to secure indebtedness.

The Debtor related that the proceeds from the collection of
accounts, sale of inventory, and the rental of equipment
constitute cash collateral.

The Debtor will grant all creditors a replacement interest in all
of the Debtor's postpetition accounts to the same extent and
priority that the security existed prepetition.

As adequate protection, Reliant Bank will also be granted adequate
protection payments.

                       Reliant Bank Objects

Reliant Bank, through its counsel, Neal & Harwell, PLC, filed its
limited objection with the Court relating that the proposed order
does not provide adequate protection for the Bank's interest in
the Debtor's property.

               About Equipment Finders of Tennessee

Nashville, Tennessee-based Equipment Finders of Tennessee, Inc.,
filed for Chapter 11 on Sept. 11, 2009 (Bankr. M.D. Tenn. Case No.
09-10426).  William L. Norton III, Esq., at Bradley Arant Boult
Cummings LLP, represents the Debtor in its restructuring effort.
In its petition, the Debtor listed assets and debts both ranging
from $10,000,001 to $50,000,000.


ESP PRINTING INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: ESP Printing Inc.
        19201 62nd Ave. S.
        Kent, WA 98032

Bankruptcy Case No.: 09-20560

Chapter 11 Petition Date: October 9, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Donald A. Bailey, Esq.
                  1218 3rd Ave Suite 1808
                  Seattle, WA 98101
                  Tel: (206) 682-4802
                  Email: donald.bailey@shaferbailey.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 at least
$2,218,669, and total debts of $6,458,375.

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

            http://bankrupt.com/misc/wawb09-20560.pdf

The petition was signed by Mark Williams, secretary-treasurer of
the Company.


EVERGREEN ENERGY: Out of Compliance with NYSE Arca Listing Rules
----------------------------------------------------------------
Evergreen Energy Inc. said October 8 that it was notified by the
New York Stock Exchange Arca Inc. (NYSE Arca) on Friday,
October 2, 2009 that it was not in compliance with the NYSE Arca's
continued listing standard for minimum share price under Rule
5.5(b)(2) of the NYSE Arca Equities Rules.  The standard requires
that the average closing price of any listed security not fall
below $1.00 per share for any consecutive 30-day trading period.

Evergreen is exploring alternatives for curing this deficiency and
restoring compliance with the continued listing standards.  The
company's common stock will remain listed on the NYSE Arca
exchange under the symbol "EEE," but will be assigned a ".BC"
indicator by the NYSE Arca to show that the company is currently
out of compliance with the NYSE Arca's continued listing
standards.

As required by Rule 5.5(b) of the NYSE Arca Equities Rules,
Evergreen is required to notify formally the NYSE Arca within 10
business days from receipt of the notice of its intent to cure
this deficiency and provide commentary on its ability to cure the
deficiency and of the specific steps it is planning to take to
regain compliance.  Evergreen has six months from the notification
date to comply with the NYSE Arca minimum share price standard.
If it is not compliant by that date, its common stock will be
subject to suspension and delisting by the NYSE Arca.

                    About Evergreen Energy Inc.

EverGreen Energy Inc. (NYSE Arca: EEE) --
http://www.evgenergy.com/-- is a vertically integrated, coal-
based platform for delivering energy, with operations based
principally in the United States.  The Company serves the needs of
public utility, industrial and international market customers by
providing solutions to environmental emission standards.  The K-
Fuel process uses heat and pressure to physically and chemically
transform high moisture, low- British thermal unit (low-Btu)
coals, such as sub-bituminous coal and lignite, into lower-
emission fuel.  The Company's business segment comprise: the C-
Lock segment, the Plant segment, the Mining segment and the
Technology segment.


EXTENDED STAY: Wins Turnaround Plan Extension Amid Loan Probe
-------------------------------------------------------------
Extended Stay Inc. and its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York obtained a
February 1 extension of their exclusive period to file a Chapter
11 plan.  The Debtors had requested an April 13 extension.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, said the requested extension is justified given the "sheer
magnitude of the Debtors' indebtedness" and the "complexity of
their capital structure."  The Debtors currently have total
liabilities of more than $7.4 billion, consisting of $4.1 billion
mortgage loans and $3.3 billion mezzanine loans. Ms. Marcus said
in the request, a transition to a new controlling holder of the
$4.1 billion is expected to take place "this week", and, that the
identity of the controlling holder has to be known first before
the Debtors could proceed with the negotiations regarding their
plan of reorganization.

Diana Adams, the U.S. Trustee for Region 2, has appointed Salt
Lake City lawyer and former judge Ralph Mabey as examiner to probe
claims that Extended Stay Hotels Inc. filed for bankruptcy in a
scheme to push out junior debt holders.

Ms. Adams requested for a probe on the structuring, negotiation
and closing of the acquisition of the Debtors in 2007 by an
investment consortium led by Lightstone Group LLC Chairman David
Lichtenstein.   Mr. Lichtenstein acquired the Debtors from
Blackstone Group LP in April 2007 through a $7.4 billion secured
loan he availed from Wachovia Bank N.A., Bank of America N.A, and
Bear Stearns Commercial Mortgage Inc.  The $7.4 billion loan
consisted of a $3.3 billion "mezzanine" loan and a $4.1 billion
mortgage loan.

The U.S. Trustee's request came after some groups threw
allegations of fraud and dishonesty against Mr. Lichtenstein and
the lenders.  Those groups, which include Line Trust Corporation
Ltd. and Deuce Properties Ltd., accused the lenders of inducing
Mr. Lichtenstein to put the Debtors in bankruptcy to push junior
loan holders out of the money.  In return, the lenders allegedly
promised to indemnify Mr. Lichtenstein against $100 million in
liabilities and provide another $5 million to fight claims that
might be asserted by junior lenders.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


F&H DEVELOPMENT CO INC: Case Summary & Unsecured Creditor
---------------------------------------------------------
Debtor: F&H Development Co., Inc.
        679 Grants Ferry Road
        Flowood, MS 39232

Bankruptcy Case No.: 09-03557

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: Eileen N. Shaffer, Esq.
                  PO Box 1177
                  Jackson, MS 39215-1177
                  Tel: (601) 969-3006
                  Fax: (601) 949-4002
                  Email: enslaw@bellsouth.net

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

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

The Debtor identified MDEQ with an unknown debt claim for $9,000
as its largest unsecured creditor. A list of the Company's largest
unsecured creditor is available for free at:

             http://bankrupt.com/misc/mssb09-03557.pdf

The petition was signed by Robert Houston, president of the
Company.


FAIRPOINT COMMS: Bank Debt Trades at 22% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 77.64 cents-on-the-dollar during the week ended Oct. 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.89
percentage points from the previous week, The Journal relates.
The loan matures on March 31, 2015.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating while Standard & Poor's has assigned a
default rating on the bank debt.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc. -- http://www.fairpoint.com/-- 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 symbol FRP.

On Sept. 29, Moody's Investors Service repositioned FairPoint
Communications, Inc.'s Probability of Default Rating to Ca/LD from
Ca to reflect the limited default that has occurred following non-
payment of the principal due on its credit facility on Sept. 30,
2009.  The "/LD" suffix will be removed after three business days.


FIVE STAR OF CENTRAL: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Five Star of Central Florida, Inc.
          dba Daytona Village Apartments
        2133 Korat Lane
        Maitland, FL 32751

Bankruptcy Case No.: 09-08544

Chapter 11 Petition Date: October 9, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Chief Paul M. Glenn

Debtor's Counsel: Walter J. Snell, Esq.
                  Snell & Snell, P.A.
                  436 N Peninsula Drive
                  Daytona Beach, FL 32118
                  Tel: (386) 255-5334
                  Email: snellandsnell@mindspring.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 at least
$2,070,914, and total debts of $3,223,699.

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

            http://bankrupt.com/misc/flmb09-08544.pdf

The petition was signed by Surujnauth Bharrat, president of the
Company.


FLEETWOOD ENTERPRISES: Can Use Cash Collateral Until January 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation reached by Fleetwood Enterprises, Inc., and
its debtor-affiliates with Bank of America, as agent for itself
and on behalf of the prepetition secured parties, extending the
period during which the Debtors may use BofA's cash collateral
until 5:00 p.m., PDT, on Jan. 31, 2010, and the effective date of
a Plan of Liquidation.

As reported in the Troubled Company Reporter on Aug. 20, 2009,
BofA and the prepetition secured parties assert claims against the
Debtors in the aggregate amount, as of March 6, 2009, of
$61,690,980 in unpaid reimbursement obligations, plus interest and
additional sums for reasonable costs and reasonable attorneys'
fees, secured by substantially all of the personal property of
each of the Debtors.

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


FLYING J: Wants to Sell ERCs to Hydrogen Energy for $9.7 Million
-----------------------------------------------------------------
Flying J Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to (i) sell
certain emission reduction credits for Nitrogen Oxide and Sulfur
Dioxide to Hydrogen Energy California LLC for $9,695,000; and (ii)
transfer the Transferred ERCs as contemplated by the purchase and
sale agreement, free of all liens, claims, interests, liabilities,
and encumbrances;

The sale does not contemplate a stalking horse bidder and public
auction because there is a limited number of potential buyers fot
the Debtors' ERCs.

The Debtor proposes hearing on its motion on Oct. 15, 2009, at
9:30 a.m. (E.T.).  Objections, if any, are due Oct. 12, 2009, at
4:00 p.m. (E.T.)

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FM RIVERWALK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: FM Riverwalk, LP
        c/o Gary L. Hunter
        SDI Riverwalk, LLC
        5105 DTC Parkway, Suite 240
        Greenwood VIllage, CO 80111

Bankruptcy Case No.: 09-36878

Chapter 11 Petition Date: October 9, 2009

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Robert Thomas DeMarco, Esq.
                  DeMarco & Mitchell, P.C.
                  101 E. Park Blvd., 600
                  Plano, TX 75074
                  Tel: (972) 208-4600
                  Fax: (972) 208-4603
                  Email: bobdemarco@swbell.net

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

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

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

The petition was signed by Gary L. Hunter.


FREEDOM COMMUNICATIONS: Creditors Slam Freedom's $7M Bonus Bid
--------------------------------------------------------------
According to Law360, Freedom Communications Holdings Inc.'s
attempt to free up $7 million in cash for bonuses has triggered an
outcry from the newspaper publisher's unsecured creditors, who
claim the debtor is trying to plunder the estate for the benefit
of wealthy company insiders.

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: Hearing on Plan Outlines to Continue Tomorrow
--------------------------------------------------------------
The Bankruptcy Court will convene another hearing on October 14,
2009, to consider approval of the respective disclosure statement
explaining proposed Chapter 11 plans for Fremont General Corp.

Fremont's management, the Official Committee of Unsecured
Creditors and the Official Committee of Equity Holders have each
filed a Chapter 11 plan for Fremonth.

Approval of a disclosure statement would allow the plan proponent
to begin soliciting votes on, then seek confirmation of, its plan.

The Bankruptcy Court held a hearing on the disclosure statements
on Sept. 17, 2009.  The Court, however, continued the hearing to
permit the Creditors Committee to make certain changes to its
disclosure statement.

The Equity Committee asserts that approval of the OCC Disclosure
Statement should be denied because it fails to give adequate
disclosure to the equity holders and creditors about what value
they might realize under the OCC Plan.  U.S. Bank National
Association, as trustee, also filed an objection, specifically
with respect to the notice to creditors of Fremont Reorganizing
Corporation, f/k/a Fremont Investment & Loan ("FRC").  U.S. Bank
asserts that the Creditors Committee, having chosen to make FRC
creditors part of the audience receiving notice, has an obligation
to provide them with disclosure and notice that meets the same
requirements that apply to creditors of the Debtor.  Wells Fargo
also filed an objection similar to U.S. Bank's.

The Creditors Committee asserts that the objections that have been
filed all raise issues and could and should have been previously
addressed by the parties (at the Sept. 17 hearing) and should be
denied outright by the Court as untimely.

The Equity Committee has also filed a revision to the disclosure
statement explaining its proposed plan on Sept. 30, 2009.  U.S.
Bank says the document is deficient, as it failed to address the
defects raised with respect to the Creditors Committee's plan with
respect to the FRC notice, among other things.

                         3 Competing Plans

In June, the Company filed a proposed Chapter 11 plan that offers
to pay 100 cents on the dollar to general unsecured creditors
through pro rata distribution of cash, until the claim has been
satisfied, including payment of post-petition interest, as
applicable.  Holders of equity interests will also receive
interests under the Plan.  A full-text copy of the disclosure
statement with respect to Fremont's Chapter 11 Plan is available
for free at http://bankrupt.com/misc/Fremont.DS.pdf

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

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

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

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

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

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

                     About Fremont General

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

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


FREMONT GENERAL: Terms of Creditors Committee's Revised Plan
------------------------------------------------------------
The official committee of unsecured creditors of Fremont General
Corporation filed with the U.S. Bankruptcy Court for the Central
District of California another revised version of the disclosure
statement describing its Chapter 11 Plan for the Debtor on
Sept. 30, 2009.

The Court has set an October 14 hearing to approve the adequacy of
the disclosure statement filed in support of the Creditors
Committee's Chapter 11 Plan for the Debtor.

The Plan provides for the merger of the Debtor, Fremont General
Credit Corporation ("FGCC") and Fremont Reorganizing Corporation,
f/k/a Fremont Investment & Loan ("FRC") on the Plan's Effective
Date as a means of implementation of the Plan.  FGCC will first be
merged into the Debtor or the Reorganized Debtor (as applicable),
and then FRC will be merged into the Debtor or the Reorganized
Debtor (as applicable), with the resulting merged entity surviving
as the Reorganized Debtor.

Pursuant to the Plan, 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.  Holders of interests
will receive no distributions on account of the Equity Trust
Interests unless and until holders of allowed non-note general
unsecured claims, allowed senior note claims and allowed junior
note claims are paid in full on account of their allowed claims
(including post-petition interest).

The Plan provides that holders of Class 3 general unsecured claims
will receive payments on account of their allowed claims,
including post-petition interest at the rates set forth in the
Plan, from the initial cash distribution on the Plan's Effective
Date (the Effective Date Cash Distribution) and available cash
generated by the Reorganized Debtor over time.

Although the Plan proposes to make a substantial payment of cash
on account of general unsecured claims on the Plan's Effective
Date, it is not expected that this payment will be sufficient to
pay in full all of those claims.  At a minimum, a substantial
portion of the junior note claims will remain outstanding after
the Plan's Effective Date distributions are made, and it is likely
that a small portion of the non-note general unsecured claims will
also remain outstanding.

The Plan further provides that until senior note claims are paid
in full, holders of general unsecured claims comprised of senior
note claims and non-note general unsecured claims initially will
be vested with the right to designate a majority of the members of
the Board of Directors of the Reorganized Debtor.

In light of the settlements and objections that have been resolved
thus far, and the anticipated results of the claim reconciliation
process, the Creditors' Committee estimates that the allowed
claims against the estate should be as follows:

  -- Allowed priority tax claims will not exceed $11 million;

  -- Allowed non-note general unsecured claims should total
     approximately $77.2 million;

  -- Allowed senior note claims should total approximately
     $176.4 million (exclusive of postpetition interest);

  -- Allowed junior note claims should total approximately
     $107.4 million (exclusive of postpetition interest); and

  -- Allowed convenience claims should total up to approximately
     $100,000.

The Creditors Committee does not believe that the estate currently
faces any significant liabilities in respect of ordinary course
administrative claims, non-ordinary course administrative claims,
secured claims or priority claims.

The Creditors Committee notes that on the Plan's Effective Date,
and after giving effect to the Effective Date Cash Distribution,
the Reorganized Debtor will have substantial cash (which the
Creditors' Committee believes will total about $75.5 million net
of accrued administrative liabilities), as well as other assets
that may be liquidated for Cash.

Significantly, under the Plan, the remaining Cash and assets of
the Reorganized Debtor may only be distributed to satisfy
remaining allowed unsecured claims to the extent there is
available Cash, in other words, after providing for the
liabilities of FGCC and FRC (i.e., the post-effective date merger
claims) that will be assumed pursuant to the merger and the costs
and expenses of operating and administering the Reorganized
Debtor.

In light of this substantial amount of Cash, and the Reorganized
Debtor's other assets of significant value, the Creditors'
Committee believes that the Reorganized Debtor should be able to
satisfy in full all post-effective date merger claims and all
allowed administrative claims, allowed priority tax claims,
allowed secured claims, allowed priority claims, allowed non-note
general unsecured claims, allowed senior note claims, allowed
junior note claims and allowed convenience claims.

            Classification of Claims and Interests

  Class  Description           Status            Treatment
  -----  -----------------   ----------   ------------------------
  1    Secured Claims        Unimpaired   Paid in Full.

  2    Priority Claims       Unimpaired   Paid in Full.
       Other than Priority
       Tax Claims

3(A)  Non-Note General      Impaired     To receive pro rata
       Unsecured Claims                   distributions of the
                                          Effective Date Cash
                                          Distribution until such
                                          holder has been paid in
                                          in full on account of
                                          its allowed claim
                                          (inclusive of
                                          post-petition interest).
                                          Thereafter, to receive
                                          pro rata share of the
                                          post-effective date
                                          distributable cash.

3(B)  Senior Note Claims    Impaired     To receive pro rata
                                          distributions of the
                                          Effective Date Cash
                                          Distribution until such
                                          holder has been paid in
                                          in full on account of
                                          its allowed claim
                                          (inclusive of
                                          post-petition interest).
                                          Thereafter, to receive
                                          pro rata share of the
                                          post-effective date
                                          distributable cash.

3(C) Junior Note Claims     Impaired     To receive pro rata
                                          distribution of the
                                          Effective Date Cash
                                          Distribution until such
                                          holder has been paid in
                                          in full on account of
                                          its allowed claim
                                          (inclusive of
                                          post-petition interest).
                                          Thereafter, to receive
                                          pro rata share of the
                                          post-effective date
                                          distributable cash.

4    Convenience Claims     Impaired     To receive the full
                                          amount in cash on or
                                          before the latest of:
                                          (i) the Distribution
                                          Date and (ii) 15 days
                                          after the date on which
                                          such claim becomes an
                                          allowed convenience
                                          claim.

5    Subordinated Claims    Impaired     Deemed to have received
                                          Series B Equity Trust
                                          Interests in an amount
                                          equal to the allowed
                                          amount of said
                                          subordinated claims.

6    Exchanged Common      Impaired      Deemed to have received
                                          Series A Equity Trust
                                          Interests in an amount
                                          equal to the number of
                                          shares of the Debtor's
                                          common stock owned by
                                          said holder.

A full-text copy of the Creditors Committee's disclosure statement
accompanying its Chapter 11 Plan for Fremont General Corporation
is available for free at:

http://bankrupt.com/misc/fremontgeneral.creditorscommitteeDS.pdf

                     Two Other Competing Plans

In June, the Company filed a proposed Chapter 11 plan that offers
to pay 100 cents on the dollar to general unsecured creditors
through pro rata distribution of cash, until the claim has been
satisfied, including payment of post-petition interest, as
applicable.  Holders of equity interests will also receive
interests under the Plan.  A full-text copy of the disclosure
statement with respect to Fremont's Chapter 11 Plan is available
for free at http://bankrupt.com/misc/Fremont.DS.pdf

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

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

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

                       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.


GALLERIA (USA): Affiliate's Deals May Have Gone Sour, Report Says
-----------------------------------------------------------------
Mark Mueller at that Orange County Business Journal reports that
Galleria Inc. has reportedly been involved in at least
$150 million worth of property sales and acquisitions since 2006
in Orange County and the Inland Empire, and deals made near the
peak of the market may have gone sour.  Affiliate Galleria (USA)
recently filed for Chapter 11 bankruptcy protection, and it's
unclear whether the filings are directly related to Galleria's
real estate deals, Business Journal says.

Wachovia Bank sued Galleria in July 2009 for being in default on
its loans and in August 2009, a court-appointed receiver was put
in charge of the company.

Galleria (USA) manufactures home accents.  It filed for bankruptcy
in Santa Ana, California (Case No. 09-20651), following the filing
of affiliate Galleria (Hong Kong) Ltd.

Galleria (Hong Kong) Ltd. sought bankruptcy Sept. 29 (Bankr. C.D.
Calif. Case No. 09-20414).  Matthew A Lesnick, Esq., represents
the Debtor in its restructuring effort.  The petition says that
assets and debts are $100,000,001 to $500,000,000.

Bank of America filed a winding up petition against a company of
the same name and with the same address in Hong Kong in July,
Tiffany Kary at Bloomberg notes.


GENCORP INC: Board Approves Amendments to Pension Plans
-------------------------------------------------------
The Board of Directors of GenCorp Inc., upon the recommendation
and approval of the Organization & Compensation Committee,
approved certain amendments, effective October 6, 2009, to the
Benefits Restoration Plan for Salaried Employees of GenCorp Inc.
and Certain Subsidiary Companies, the 2009 Benefit Restoration
Plan for the GenCorp Inc. 401(k) Plan, the 2009 Benefits
Restoration Plan for the GenCorp Inc. Pension Plan, the Deferred
Bonus Plan of GenCorp Inc. and Participating Subsidiaries, the
GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors,
and the GenCorp Inc. 1996 Supplemental Retirement Plan for
Management Employees.

Pursuant to the amendments, the definition of "Change in Control"
in each of the Company Plans has been amended to mean the
occurrence of any of the following events (i) all or substantially
all (meaning having a total gross fair market value at least equal
to 50.1% of the total gross fair market value of all of the
Company's assets immediately before such acquisition or
acquisitions) of the assets of the Company are acquired by a
person (during a 12-month period ending on the date of the most
recent acquisition by such person); or (ii) the Company is merged,
consolidated or reorganized into or with another corporation or
entity during a 12-month period with the result that upon the
conclusion of the transaction less than 50.1% of the outstanding
securities entitled to vote generally in the election of directors
or other capital interests of the surviving, resulting or
acquiring corporation are beneficially owned (as that term is
defined in Rule 13-d 3 under the Securities Exchange Act of 1934,
as amended) by the shareholders of the Company immediately prior
to the completion of the transaction.

The purpose of the amendments was to make the definition of
"Change in Control" consistent in each of the Company Plans.

Also on October 6, 2009, the Board, upon the recommendation and
approval of the Compensation Committee, approved certain
amendments to the GenCorp Inc. 1999 Equity and Performance
Incentive Plan and the GenCorp Inc. 2009 Equity and Performance
Incentive Plan.  The Incentive Plans have been amended, effective
October 6, 2009, to (i) provide that in the event the number of
options or performance shares would exceed the limits set forth in
the 1999 Plan, as a result of a participant exceeding the
specified targets set forth therein, such awards would be modified
by the Compensation Committee and any excess would be granted
under the 2009 Plan, and (ii) amend the definition of "Change in
Control" in the same manner as the Company Plans have been
amended.

In its Form 10-Q filing with the Securities and Exchange
Commission last week, the Company said as of August 31, 2009, the
assets of its defined benefit pension plan were approximately
$1.3 billion.  The Pension Protection Act of 2006 will require
underfunded pension plans to improve their funding ratios within
prescribed intervals based on the level of their funded ratio as
of the pension plan's year-end.  The Company said the funded ratio
as of November 30, 2008, under PPA for the Company's defined
benefit pension plan was 93%, which was above the 92% ratio
required under the PPA, as amended in 2008.  Under the current
law, the required ratio to be met as of the Company's November 30,
2009 measurement date is 94%.  On November 25, 2008, the Company
decided to amend its defined benefit pension and benefits
restoration plans to freeze future accruals under such plans.
Effective February 1, 2009 and July 31, 2009, future benefit
accruals for current salaried employees and collective bargaining
unit employees were discontinued, respectively.  The Company said
it may be required to make significant cash contributions in the
future, a portion of which it may not be able to immediately
charge through its government contracts.

The Company also said it inadvertently failed to register with the
SEC the issuance of certain of its common shares under its defined
contribution 401(k) employee benefit plan.  As a result, certain
purchasers of securities pursuant to the Plan may have the right
to rescind their purchases for an amount equal to the purchase
price paid for the securities (or if such security has been
disposed of, to receive consideration with respect to any loss on
such disposition) plus interest from the date of purchase.  The
Company intends to make a registered rescission offer to eligible
Plan participants which could result in the purchase of roughly
700,000 shares of common stock which will require an amendment to
its Senior Credit Facility with Wachovia, as agent.

GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a
technology-based manufacturer of aerospace and defense products
and systems with a real estate segment that includes activities
related to the entitlement, sale and leasing of the Company's
excess real estate assets.


GENCORP INC: Mulls Options on 4% Notes; In Talks with Lenders
-------------------------------------------------------------
GenCorp Inc. reports that, with the assistance of the Company's
financial advisors, it is currently evaluating its options
regarding possible required repurchase of its 4% Contingent
Convertible Subordinated Notes and is in discussion with Wachovia
Bank, National Association, as administrative agent for the
Lenders under the Company's senior credit facility, to revise the
amendment request to take the additional changes into
consideration.  The Company has engaged Imperial Capital, LLC, to
facilitate its efforts to amend the Senior Credit Facility and to
refinance the subordinated debt.

The Company's 4% Notes that were issued in January 2004 provide
the holders of the 4% Notes with the right to require the Company
to repurchase for cash all or a portion of the outstanding
$125.0 million 4% Notes on January 16, 2010, at a price equal to
100% of the principal amount, plus accrued and unpaid interest,
including contingent interest and liquidated damages, if any.

Additionally, the Company's 2-1/4% Convertible Subordinated
Debentures that were issued in November and December 2004
provide the holders of the 2-1/4% Debentures with the right to
require the Company to repurchase all or part of the outstanding
$146.4 million 2-1/4% Debentures on November 20, 2011 at a price
equal to 100% of the principal amount plus accrued and unpaid
interest, including liquidated damages, if any, payable in cash,
to but not including the repurchase date, plus, in certain
circumstances, a make-whole premium, payable in common stock.

In July 2008, the Company requested an amendment to its
$280.0 million senior credit facility to, among other things,
allow the Company to make a registered rescission offer to
eligible participants in the Company's 401(k) plan.  The lenders
responded by requesting additional changes to the terms and
conditions of the Senior Credit Facility.  The Company decided not
to accept the lenders' offer since intervening developments made
it apparent that the Company would require additional changes to
the Senior Credit Facility regarding the repurchase or refinancing
of the Company's 4% Notes.  The Company's Senior Credit Facility
contains certain restrictions surrounding the ability of the
Company to refinance its subordinated debt, including the 4% Notes
and 2-1/4% Debentures, including provisions that, except on terms
no less favorable to the Senior Credit Facility, the Company's
subordinated debt cannot be refinanced prior to maturity.
Furthermore, provided that the Company has cash and cash
equivalents of at least $25 million after giving effect thereto,
the Company may redeem (with funds other than Senior Credit
Facility proceeds) the subordinated notes to the extent required
by the mandatory redemption provisions of the subordinated note
indentures.

GenCorp says there can be no assurance that it will be able to
obtain the consent of lenders under the Senior Credit Facility or
that, as a condition to consent, the lenders will not require that
the terms of the Senior Credit Facility be amended in a manner
that is unfavorable and possibly unacceptable to the Company,
including a possible increase in interest, fees, reduction in the
amount of the funds available, and more restrictive covenants.  In
addition, the failure to pay principal on the 4% Notes when due is
an immediate default under the Senior Credit Facility, and after
the lapse of appropriate grace periods, causes a cross default on
the outstanding $146.4 million 2-1/4% Debentures and $97.5 million
9-1/2% Senior Subordinated Notes.

If the Company is unable to amend the Senior Credit Facility and
obtain financing to repurchase the 4% Notes on terms favorable to
the Company before January 2010, the Company may be required to
redeem the 4% Notes on January 16, 2010, which is allowed under
the existing Senior Credit Facility.  Given the Company's current
and forecasted liquidity through January 2010, in the event the 4%
Notes are put to the Company, the Company believes it has the
liquidity to immediately repay the holders of the 4% Notes.

As reported by the Troubled Company Reporter on July 27, 2009,
GenCorp has said given its current and forecasted liquidity
through January 2010, in the event the 4% Contingent Convertible
Subordinated Notes are put to the Company, the Company may not
have the liquidity to immediately repay the holders of the 4%
Notes.

The Company had said if it is unable to amend the Senior Credit
Facility and obtain financing to repurchase the 4% Notes on
favorable terms before January 2010 this could raise a substantial
doubt about the Company's ability to continue as a going concern.

                      Senior Credit Facility

The Senior Credit Facility provided for an $80.0 million Revolver
and a $200.0 million credit-linked facility, consisting of a
$125.0 million letter of credit subfacility and a $75.0 million
term loan subfacility.  On May 1, 2009, the Company entered into
the first amendment and consent to the Credit Agreement.  Snappon
SA, a French subsidiary of the Company, that is neither a Credit
Party nor Significant Subsidiary under the Credit Agreement and
has no operations, has had legal judgments rendered against it
under French law, aggregating $4.0 million related to wrongful
discharge claims by certain former employees of Snappon.  The
Amendment provides for, among other things, the consent of the
Required Lenders to allow Snappon to commence voluntary
bankruptcy, insolvency or similar proceedings or to allow for an
involuntary bankruptcy, insolvency or similar proceedings against
Snappon.

Under the Amendment, the Required Lenders agreed (i) that an event
of default will not be triggered with respect to the legal
judgments rendered against Snappon, unless the judgments equal or
exceed $10.0 million and shall not have been paid and satisfied,
vacated, discharged, stayed or bonded pending appeal within 30
days from entry of the ruling, and (ii) to consent to the
commencement of voluntary or involuntary bankruptcy, insolvency or
similar proceedings with respect to Snappon and that any such
proceeding would not constitute an Event of Default under the
Credit Agreement.

Additionally, the Company agreed to temporarily reduce its
borrowing availability under the Revolving Loan from $80.0 million
to $60.0 million commencing on May 1, 2009 and ending on the
earlier of (i) the date on which an amendment that permits the
renewal, refinancing, or extension of the 4% Notes has been
approved by the Required Lenders and (ii) the date on which the
Company redeems the 4% Notes in accordance with the terms of the
Credit Agreement.

As of August 31, 2009, the borrowing limit under the Revolver was
$60.0 million with all of it available.  Also as of August 31,
2009, the Company had $84.5 million outstanding letters of credit
under the $125.0 million letter of credit subfacility and had
permanently reduced the amount of the term loan subfacility to the
$68.4 million outstanding.

The Senior Credit Facility is collateralized by a substantial
portion of the Company's real property holdings and substantially
all of its other assets.  In addition, the Senior Credit Facility
contains certain restrictions surrounding the ability to refinance
the Company's subordinated debt, including the 4% Notes and 2-1/4%
Debentures, including provisions that the Company's subordinated
debt cannot be refinanced prior to maturity.

The Company was in compliance with the financial and non-financial
covenants as of August 31, 2009.

GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a
technology-based manufacturer of aerospace and defense products
and systems with a real estate segment that includes activities
related to the entitlement, sale and leasing of the Company's
excess real estate assets.


GENCORP INC: Posts $12.1 Million Net Income for Fiscal Q3
---------------------------------------------------------
GenCorp Inc. on October 8, 2009, reported results for the third
quarter of 2009.  Sales for the third quarter of 2009 totalled
$201.4 million compared to $172.5 million for the third quarter of
2008.  The increase in sales is primarily the result of growth in
the various Standard Missile programs and increased deliveries on
the Patriot Advanced Capability - 3 and Atlas V programs.

Sales for the first nine months of 2009 totalled $555.3 million
compared to $543.8 million for the first nine months of 2008.  The
Company reports its fiscal year sales under a 52/53 week
accounting convention.  Fiscal 2008 was a 53 week year with the
extra week of sales totalling $19.1 million reported in the first
quarter of that fiscal year.

The Company reported a cash balance of $158.3 million at
August 31, 2009, an increase of $65.6 million from November 30,
2008.  The increase in cash is primarily due to improvements in
the operating performance and working capital of the Aerospace and
Defense operating segment and the receipt of $10.4 million from
the grantor trust. Subsequent to August 31, 2009, the Company
received $26.3 million of cash from federal income tax refunds,
including interest of $2.1 million.

Net income for the third quarter of 2009 was $12.1 million, or
$0.20 diluted earnings per share on 66.6 million weighted average
shares outstanding, compared to a net loss of $2.7 million, or
$0.05 diluted loss per share on 57.4 million weighted average
shares outstanding, for the third quarter of 2008.  The increase
in net income was primarily due to higher net sales and lower
charges for future estimated environmental remediation obligations
and retirement benefit costs in the third quarter of 2009 compared
to the third quarter of 2008.

Net income for the first nine months of 2009 was $44.3 million, or
$0.72 diluted earnings per share on 66.5 million weighted average
shares outstanding, compared to net income of $7.2 million, or
$0.13 diluted earnings per share on 57.1 million weighted average
shares outstanding, for the first nine months of 2008.  Net income
for the first nine months of 2009 includes an income tax benefit
of $19.7 million, primarily as a result of new guidance clarifying
which costs qualify for ten-year carryback of tax net operating
losses for refund of prior years' taxes, and lower retirement
benefit costs compared to 2008.  Net income for the first nine
months of 2008 included a $13.8 million charge related to the
second amended and restated shareholder agreement (Shareholder
Agreement) with respect to the election of Directors at the 2008
Annual Meeting and other related matters.

"We are very pleased to report continued improvement in our
quarterly and year-to-date results, said Scott Neish, GenCorp's
interim chief executive officer.  "Aerojet had another strong
quarter in both its space and defense programs, and we continue to
work on our re-zoning efforts in anticipation of a real estate
market recovery," concluded Mr. Neish.

The Company also disclosed retirement benefit plan expense, which
is mostly non-cash, includes income of $3.5 million for the third
quarter of 2009 and income of $8.4 million for the first nine
months of 2009 compared to expense of $1.8 million in the third
quarter of 2008 and expense of $5.7 million in the first nine
months of 2008.  The improvement is primarily related to the
freeze of the defined benefit pension and benefit restoration
plans as well as the increase in the discount rate used to
determine benefit obligations, partially offset by lower expected
investment returns.

Corporate and other expenses decreased to $4.6 million for the
third quarter of 2009 compared to $7.9 million for the third
quarter of 2008 primarily due to lower charges for future
environmental remediation obligations, partially offset by an
increase in non-cash stock based compensation charges.  Corporate
and other expenses for the first nine months of 2009 were
$13.3 million compared to $13.1 million for the first nine months
of 2008.

Total debt decreased to $438.7 million at August 31, 2009 from
$440.6 million at November 30, 2008.  As of August 31, 2009, the
Company had $84.5 million in outstanding letters of credit issued
under the $125.0 million letter of credit subfacility, and the
Company's $80.0 million revolving credit facility, currently
restricted to $60.0 million availability, was unused.

As of August 31, 2009, the Company had $1.033 billion in total
assets against $1.021 billion in total liabilities and
$6.7 million in redeemable common stock, resulting in $5.0 million
stockholders' equity.

As of May 31, 2009, the Company had $1.015 billion in total
assets; $1.013 billion in total liabilities and $7.0 million in
redeemable common stock, resulting in $5.2 million of
shareholders' deficit.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?46ba

GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a
technology-based manufacturer of aerospace and defense products
and systems with a real estate segment that includes activities
related to the entitlement, sale and leasing of the Company's
excess real estate assets.


GENERAL MOTORS: Asbestos Claimants Oppose Remy Stay Request
-----------------------------------------------------------
Remy International, Inc., formerly known as DRA Inc., has asked
the U.S. Bankruptcy Court for the Southern District of New York to
extend the automatic stay to prevent the prosecution of claims in
various courts around the United States that seek monetary damage
from Remy for personal injuries or wrongful death based on
exposure to General Motors Corporation's manufactured products or
GM-owned plants or facilities.

The Ad Hoc Committee of Asbestos Personal Injury Claimants ask the
U.S. Bankruptcy Court for the Southern District of New York to
deny Remy International's Motion to Extend the GM Stay, saying
that it incorporates in this objection, the arguments the Ad Hoc
Committee has set forth in its objection to Detroit Diesel's
Motion to Extend to Extend stay.

Further, the Ad Hoc Committee asked the Court for leave for the
Asbestos Plaintiffs to prosecute their claims.

The Ad Hoc Committee's objection is joined in by the various
individuals with mesothelioma or other cancer caused by exposure
to asbestos.  These individuals are represented by the law firm
Simmons Browder Gianaris Angelides & Barnerd LLC.

Late Response

Remy International asks the Bankruptcy Court to strike the Ad Hoc
Committee's Objection to the Motion to Extend for the reason that
the Ad Hoc Committee's Objection was filed only after the
October 1, 2009 Objection Deadline.

The Ad Hoc Asbestos Committee counters that Remy's Motion to
Strike is an improper request for injunction and adds that had
Remy commenced an adversary proceeding as required by the rules,
respondents would have been provided 30 days from issuance of the
summons to answer.  Instead, Remy provided respondents 15 days to
respond to its motion.

After Remy itself used an improper procedure to commence this
proceeding, it should not be heard to complain that it is
prejudiced by the Ad Hoc Committee's filing of its objection a
mere 36 minutes after the deadline that was not even properly
imposed, argued Ad Hoc Committee counsel Peter D'Apice, Esq., at
Stutzman, Bromberg, Esserman & Plifka, A Professional Corporation,
in Dallas, Texas.

                   Remy International's Request

Remy International asks the Bankruptcy Court to extend the
automatic stay to prevent the prosecution of claims in various
courts around the United States that seek monetary damage from
Remy for personal injuries or wrongful death based on exposure to
General Motors Corporation's manufactured products or GM-owned
plants or facilities.

If the Bankruptcy Court is not inclined to extend GM's automatic
stay to Remy, Remy seeks a preliminary injunction preventing
further prosecution of the PI cases as against Remy in order to
avoid prejudice to GM's estate, and seek that the injunction
become permanent at the time of approval of a plan of
reorganization in GM's bankruptcy cases.

Remy has been named in several lawsuits for the sole reason that
it purchased the assets, including the name, of the Delco Remy
division of GM, N. Kathleen Strickland, Esq., at Ropers, Majeski,
Kohn & Bentley, in San Francisco, California, tells the Bankruptcy
Court.

The plaintiffs in those lawsuits have sued both GM and Remy.  Ms.
Strickland says in each of those lawsuits, GM has agreed to defend
and indemnify Remy since the lawsuits are based on GM manufactured
products or GM owned premises.  In other words, any liability of
Remy could only be derivative of GM and GM products or premises,
she explains.  Hence, since those lawsuits are now stayed as to GM
pursuant to the automatic stay of the bankruptcy court, Remy only
seeks to have that same stay extend to Remy since GM has been
defending Remy in these cases due to GM's contractual obligations
to Remy under an Asset Purchase Agreement by and among DR
International, Inc., DRA, Inc., and General Motors Corporation
dated July 13, 1994, Ms. Strickland states.

According to Ms. Strickland, pursuant to the Agreement, GM
retained certain liabilities relating to the assets being sold
under that agreement.  Among the "Retained Liabilities" are:

  (i) any liability or obligation of GM existing as a result of
      any act, failure to act or other state of facts or
      occurrence which constitutes a breach or violation of any
      of GM's representations, warranties, covenants or
      agreements contained in this Agreement;

(ii) any product liability claim of any nature in respect
      of products of the Businesses [GM] manufactured on or
      prior to the Closing Date;

(iii) any obligation or liability arising under any Contract,
      instrument or agreement that (a) is not transferred to
      Purchaser as part of the Purchased Assets; and

(iv) liabilities in connection with any matter as to which GM
      has responsibility or liability under Article VIII
      [entitled 'Environmental Matters'].

In conjunction with GM's retention of the "Retained Liabilities,"
in the Agreement, GM agreed to indemnify and hold Remy harmless
from any damages relating to the Retained Liabilities, Ms.
Strickland points out.

Ms. Strickland says on July 16, 2009, GM, by way of the e-mail
from Maynard Timm, a staff of GM, informed Remy that it did not
intend to continue to honor the Agreement.

With respect to GM's intention to not continue to honor the
Agreement, MS. Strickland asserts that when certain "unusual
circumstances" exist, the automatic stay may apply to actions
against non-debtors "whose interest are so intimately intertwined
with those of the debtor that the latter may be said to be the
real party in interest," for all practical purposes, GM is Remy in
these cases because these were GM products or GM facilities.

Ms. Strickland further asserts that it is only just that the stay
be extended as to Remy because by accepting the tender GM has
admitted that it is responsible for those cases, not Remy.
Certainly, where it can be said that debtor and the non-bankrupt
party can be considered one entity or as having a unitary
interest, a Section 362(a)(1) of the Bankruptcy Code stay may
suspend the action against a non-bankrupt party, Ms. Strickland
argues.

Furthermore, Ms. Strickland contends that Remy is entitled to a
preliminary injunction enjoining the GM Cases as against Remy.  A
finding against Remy in the cases may serve as a finding against
GM, even though GM is no longer a party to those cases, and the
finding could trigger additional claims by third parties against
GM's Estate, she points out.  Moreover, a finding against Remy
would trigger an indemnification claim by Remy against GM's Estate
pursuant to the APA, and would also trigger a claim by Remy
against any of GM's applicable insurance policies, thus both
causing Remy to file an amended, or increased, claim against GM's
Estate, also in order to enforce the Agreement.

                       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: Court OKs Payment of Ex-Directors' Attorneys Fees
-----------------------------------------------------------------
Judge Robert E. Gerber of the United States Bankruptcy Court for
the Southern District of New York granted the Debtors' request for
authority to reimburse GM's Independent Directors for fees and
expenses incurred as a result of their retention of Cravath,
Swaine & Moore LLP as special counsel, nunc pro tunc to June 1,
2009.

Judge Gerber ruled that Cravath is entitled to $280,413 as
compensation for fees and expenses incurred by the Independent
Directors since June 1, 2009, which amount will be paid from the
balance of the retainer previously received by Cravath.

Further, Judge Gerber directed Cravath to return to the Debtors
$19,385 remaining of the retainer Cravath that previously
received.

In December 2006, the Independent Directors of Old GM retained
Cravath Swaine to advise and represent them with respect to
various corporate governance matters and in carrying out their
duties as directors.  Cravath was selected to represent the
Independent Directors because of its extensive experience
counseling corporations and their independent directors in
connection with complex and sophisticated transactions and other
matters requiring strategic planning and considerations.

In connection with the Independent Directors' engagement of
Cravath, Old GM agreed to pay Cravath's fees and expenses for
representing the Independent Directors individually, thereby
reimbursing the Independent Directors' expense of retaining
counsel, independent of Old GM's counsel, for themselves in
connection with their Board service.

Cravath's work on behalf of the Independent Directors continued
through the Petition Date and until the closing of the 363 Sale,
at which time Cravath concluded its representation of the
Independent Directors, except to the extent of any litigation
against the Independent Directors.

In this regard, the Debtors sought the Court's authority to
reimburse, by direct payment, the Old GM former independent
directors for legal fees and related expenses incurred by the
Independent Directors through their retention of Cravath.

In connection with the Representation, in December 2008, Cravath
received a retainer of $1,000,000 that was applied monthly to fees
and costs and expenses as they were incurred.  Old GM replenished
the retainer monthly to $1,000,000.  Immediately before the
Petition Date, Cravath applied $700,201 of the retainer in payment
due from Old GM as compensation for professional services,
including services performed in connection with the commencement
of Old GM's Chapter 11 cases and the 363 Sale, as well as for the
reimbursement of reasonable and necessary expenses incurred in
connection therewith, leaving a retainer balance as of the
Petition Date of $299,799.

Since the Petition Date and through August 24, 2009, the
Independent Directors have incurred more than $280,000 in fees and
$413 in costs and expenses for work done by Cravath in connection
with the Representation, including the 363 Sale and the matters
required to assist counsel for Old GM in the preparation of the
matter.  The Debtors proposed to allow Cravath to use the retainer
balance to satisfy the amounts owing to Cravath by the Independent
Directors as of August 24, 2009, in the amount of $280,413.  The
remaining $19,385 of funds in the retainer would then be returned
to the Debtors.

                       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: GM, Tengzhong Reach Deal on Sale of Hummer Brand
----------------------------------------------------------------
General Motors and Sichuan Tengzhong Heavy Industrial Machinery
Co., Ltd., have entered into a definitive agreement that will
allow Tengzhong to acquire GM's premium all-terrain HUMMER brand.

Under the terms of the definitive agreement, the buyer will
acquire the ownership of the HUMMER brand, trademark and
tradenames, as well as specific IP license rights necessary for
the manufacture of HUMMER vehicles.  The buyer will also assume
the existing dealer agreements relating to HUMMER's dealership
network.

Tengzhong intends to purchase HUMMER through an investment entity,
in which it will hold an 80 percent stake.  Mr. Suolang Duoji, a
private entrepreneur with holdings that include the Hong Kong-
listed thenardite producer Lumena, will hold the remaining 20
percent stake.  Financial terms of the agreement were not
disclosed.

The transaction is subject to customary closing conditions and
regulatory approvals and/or review by government agencies in the
U.S. and China. The completion of the definitive agreement enables
the companies to continue and further the overall regulatory
review process.

"HUMMER is a strong global niche brand and this agreement
signifies another important milestone in writing the next chapter
for both GM and HUMMER," said Fritz Henderson, GM President and
CEO.  "For HUMMER, the combination of its knowledgeable leadership
team, vehicle design expertise and the capital financing of
Tengzhong portend a successful future."

Under the agreement, HUMMER would contract vehicle manufacturing,
key components and business services from GM during a defined
transitional time period.  For example, GM's Shreveport assembly
plant would continue to contract assemble the H3 and H3T and AM
General's Mishawaka assembly plant will continue to assemble the
H2.  Both facilities will produce the specified vehicles until
June 2011, with an optional one year extension until June 2012.
The deal is expected to secure more than 3,000 jobs in the U.S.
related to the sale and manufacturing of HUMMER vehicles.

HUMMER will continue to be managed by members of its existing
leadership team including James Taylor, who will remain in his
current role as HUMMER's chief executive officer.  Prior to
joining HUMMER, Taylor was General Manager of Cadillac where he
oversaw a reinvigoration of the brand, leading key innovations in
design and technology as well as the development of new models.

"We are fortunate to have a partner who understands and recognizes
the importance of continuing investment in HUMMER's heritage as a
U.S.-based and branded company with a view toward capitalizing on
global opportunities," said Taylor. "Backed by a privately owned
and well-capitalized company, we are going to be able to focus on
providing customers with more efficient models that deliver
HUMMER's promise of authentic, purpose-built design and
engineering."

Once the transaction is complete, HUMMER will become the first
automaker to offer an alternative fuel powertrain in every model,
with the addition of E85 FlexFuel capability in the 2010 H3 and
H3T.  HUMMER is also in the process of obtaining emissions
certification for a diesel H3 that will be introduced in markets
outside of North America. The brand's future product development
will focus on improving efficiency and performance in current
HUMMER models with alternative fuel powertrains, more efficient
gas engines, 6-speed transmissions and diesel engines.

"This transaction marks an exciting step for both Tengzhong and
HUMMER, as we invest in a business that has significant
opportunity in the U.S. and around the globe," said Yang Yi, chief
executive officer of Tengzhong. "We are excited about some of the
initiatives already underway at HUMMER that we believe our
investment will be able to accelerate, particularly related to the
creation of the next generation of more fuel-efficient vehicles to
meet not only future regulations but also customer expectations."
Credit Suisse is acting as exclusive financial advisor and
Shearman & Sterling is acting as international legal counsel to
Tengzhong on this transaction. Citi is acting as financial advisor
to GM.

For more information on the agreement go to
http://www.transactioninfo.com/tengzhong

                      About Sichuan Tengzhong

The investment entity buying Hummer will be jointly owned by
Tengzhong and private entrepreneur Suolang Duoji. Tengzhong will
hold 80 percent of the entity and Mr. Suolang 20 percent.

Sichuan Tengzhong Heavy Industrial Machinery Co., Ltd. is one of
China's major privately owned engineering companies. Tengzhong is
a manufacturer of heavy machinery equipment with a presence in
special-use vehicles, road and bridge construction equipment and
construction and energy industry equipment.

Since its establishment, Tengzhong has quickly become a major
manufacturer of machinery and construction components through a
series of successful acquisitions. Tengzhong prides itself on its
automated manufacturing equipment, its processing systems,
significant research and development initiatives and commitment to
innovation.

Mr. Suolang Duoji, a private entrepreneur from Sichuan Province
has holdings that include thenardite producer Lumena which was
recently listed on the Hong Kong Stock Exchange.

                       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: PI Claimants Demand Info on Asbestos Liabilities
----------------------------------------------------------------
After years of manufacturing and selling vehicles that contain
asbestos products, General Motors Corp. and its units face tens of
thousands of pending and future asbestos-related personal injury
claims.  The Debtors have estimated their asbestos liabilities,
using expert consultants who have analyzed the tens of thousands
of claimant files in the Debtors' records and databases to
estimate current liability and forecast future claims.  One
analysis and forecast was prepared by Hamilton, Rabinovitz &
Associates, Inc., in January 2009, for the Debtors' use in their
Chapter 11 cases.

Peter C. D'Apice, Esq., at Stutzman, Bromberg, Esserman & Plifka,
in Dallas, Texas, relates that while this report has been produced
to the Ad Hoc Committee of Personal Injury Asbestos Claimants,
public filings by the Debtors indicate that previous analyses and
forecasts have been prepared.  Despite efforts to contact counsel
to the Debtors to obtain that analyses and forecasts, the Ad Hoc
Committee has not been provided with that information, he says.
Thus, the Ad Hoc Committee seeks all reports of analyses and
forecasts by the Debtors as to the scope of their present and
projected asbestos liabilities, the back-up information for those
reports, as well as insurance coverage available to cover those
liabilities, so the Ad Hoc Committee can properly represent the
interests of asbestos claimants in the Debtors' Chapter 11 cases.

Accordingly, the Ad Hoc Committee asks the Court for an order
pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure
directing:

(a) the production of documents, a list of which is available
     for free at:
     http://bankrupt.com/misc/GM_DocumentRequests.pdf

(b) the oral examination of individuals designated by the
     Debtors to testify on their behalf as to the matters
     contained in the Document Requests.

As a party-in-interest in the Debtors' Chapter 11 cases, the Ad
Hoc Committee is entitled to determine the extent of the present
and forecasted exposure to asbestos liabilities of the Debtors'
and the extent of insurance covering that exposure, Mr. D'Apice .
The answers to the Document Requests could entitle the Ad Hoc
Committee members to assess and pursue a claim in the Debtors'
Chapter 11 cases regarding any available insurance benefit, he
insists.  The Ad Hoc Committee also seeks the Court's authority to
issue a subpoena to individuals designated by the Debtors to
testify on Debtors' behalf regarding the matters mentioned in the
Document Requests.  The examinations will be conducted on no less
than seven days' notice at a location to be determined by the Ad
Hoc Committee.

The Court will consider the Ad Hoc Committee's request on
November 6, 2009.  Objections are due November 3.

                       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: U.S. Trustee, Creditors Agree on Fee Examiner
-------------------------------------------------------------
In a letter addressed to Judge Gerber, Stephen Karotkin, Esq., at
Weil Gotshal & Manges LLP, in New York, disclosed that his firm,
and Kramer Levin Naftalis & Frankel LLP, as attorneys for the
Official Committee of Unsecured Creditors, have been involved in
discussions with the Office of the United States Trustee with
respect to the U.S. Trustee' desire that a fee examiner be
appointed in the Debtors' Chapter 11 cases.

The Fee Examiner will be appointed "to review and prepare
appropriate reports with respect to applications for allowances of
compensation and reimbursement of expenses filed by retained
professionals."

Mr. Karotkin informed Judge Gerber that the parties have prepared
a form of proposed Stipulation with respect to the appointment of
a Fee Examiner.  In this regard, the U.S. Trustee, Kramer and Weil
Gotshal request for a chambers conference with the Court to
discuss the proposed Stipulation.

                       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).


GEOEYE INC: Closes $400-Mil. Private Placement of 9.625% Notes
--------------------------------------------------------------
GeoEye, Inc., said October 9 the closing of its private placement
offering of $400 million in aggregate principal amount of 9.625
percent Senior Secured Notes due 2015.  The Notes were sold at a
price equal to 97.262 percent of their face value, with an
effective yield of 10.25 percent.  The Notes were offered in a
private placement to qualified institutional buyers pursuant to
Rule 144A and outside the United States in compliance with
Regulation S under the Securities Act of 1933, as amended.

GeoEye also said that it had received tenders and consents from
the holders of $249.5 million in aggregate principal amount, or
approximately 99.8 percent, of its outstanding $250 million Senior
Secured Floating Rate Notes due 2012 as of the expiration of its
previously announced tender offer and consent solicitation.  The
Tender Offer expired at midnight October 8, 2009, New York City
time.  Based on the consents received in the Tender Offer, GeoEye
and the trustee under the indenture for the 2012 Notes have
entered into a supplemental indenture that will eliminate
substantially all of the restrictive covenants and certain event
of default provisions and modify certain other provisions of the
indenture.  The supplemental indenture became effective October 9
upon payment for 2012 Notes tendered and accepted for purchase by
GeoEye pursuant to the Tender Offer.

The net proceeds of the Notes Offering were used to fund the
repurchase of the 2012 Notes in the Tender Offer.  In accordance
with its previously announced intentions, GeoEye also used a
portion of the net proceeds satisfaction and discharge of the
indenture governing the 2012 Notes and has called the remaining
$500,000 in aggregate principal amount of 2012 Notes that remained
outstanding after the Expiration Date, and remaining proceeds will
be used for general corporate purposes, which may include funding
a portion of the costs of constructing a new high-resolution
satellite.

The Notes offered by GeoEye in the Notes Offering have not been
and 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.

Matt O'Connell, GeoEye's Chief Executive Officer and President,
said, "I am very pleased with the success of the Notes offering
and the positive reception we received from the investment
community.  The proceeds from this offering provide the Company
with the financial flexibility for future growth and development,
including the continued development of our next satellite, GeoEye-
2."

GeoEye, Inc. -- http://www.geoeye.com/CorpSite/-- is a provider
of imagery, imagery information products and image processing
services.  The Company provides its products and services to the
United States government, including the national security
community, international customers, and North American commercial
customers. The Company sells two types of products to its
customers:  basic imagery and imagery information products.  The
Company also provides two types of services to different
customers: imagery collection services and imagery processing
services.  The Company sells rights to its imagery both through
image collection orders and through its archive, which comprises
over 300 million square kilometers.  The Company offers three main
satellite imagery products: Geo; GeoProfessional, and GeoStereo.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 21, 2009,
Moody's upgraded GeoEye's corporate family rating to 'B1' from
'Caa1', and its probability of default rating to 'B1' from 'B3',
as the company's credit profile has significantly improved.


GENTA INC: Warrell & Itri Disclose 27.4% Equity Stake
-----------------------------------------------------
Raymond P. Warrell, Jr., M.D., and Loretta M. Itri, M.D., Dr.
Warrell's wife, disclosed their ownership of 60,492,095 shares or
roughly 27.4% of Genta Incorporated common stock.

Dr. Warrell is the Chief Executive Officer and Chairman of the
Board of Directors of the Company.  Dr. Itri is the President,
Pharmaceutical Development and Chief Medical Officer of the
Company.

The Company shares beneficially owned by the couple have been
acquired (i) in connection with the issuance of 15% senior secured
convertible notes on June 9, 2008; and (ii) pursuant to equity
awards made pursuant to the Company's stock incentive plans during
the couple's service as an officer and director, if applicable, of
the Company.

As husband and wife sharing the same household, the couple may be
deemed to have shared voting and dispositive power, either
directly or indirectly, over all of the 60,492,095 shares.

                     About Genta Incorporated

Genta Incorporated -- http://www.genta.com/-- is a
biopharmaceutical company with a diversified product portfolio
that is focused on delivering innovative products for the
treatment of patients with cancer.  Two major programs anchor the
Company's research platform: DNA/RNA-based Medicines and Small
Molecules.  Genasense(R) (oblimersen sodium) Injection is the
Company's lead compound from its DNA/RNA Medicines program.  The
leading drug in Genta's Small Molecule program is Ganite(R)
(gallium nitrate injection), which the Company is exclusively
marketing in the U.S. for treatment of symptomatic patients with
cancer related hypercalcemia that is resistant to hydration.  The
Company has developed G4544, an oral formulation of the active
ingredient in Ganite, which has recently entered clinical trials
as a potential treatment for diseases associated with accelerated
bone loss.  The Company is also developing tesetaxel, a novel,
orally absorbed, semi-synthetic taxane that is in the same class
of drugs as paclitaxel and docetaxel.  Ganite and Genasense are
available on a "named-patient" basis in countries outside the
United States.

At June 30, 2009, Genta had $10.2 million in total assets; and
$12.1 million in total current liabilities and $2.46 million in
total long-term liabilities, resulting in $4.33 million in
stockholders' deficit.

In its second quarter 2009 report on Form 10-Q, the Company said
its recurring losses and negative cash flows from operation raise
substantial doubt about its ability to continue as a going
concern.


GUARANTY FINANCIAL: NYSE Removes Common Stock From Listing
----------------------------------------------------------
The New York Stock Exchange LLC removed the entire class of Common
Stock of Guaranty Financial Group Inc. from listing and
registration on the Exchange at the opening of business on
September 28, 2009, pursuant to the provisions of Rule 12d2-2(b),
because, in the opinion of the Exchange, the Securities are no
longer suitable for continued listing and trading on the Exchange.

The action was taken in view of the fact that on August 21, 2009,
Guaranty Bank, the Company's primary operating business and bank
subsidiary, was closed by the Office of Thrift Supervision, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with BBVA Compass, to assume all of the
deposits of Guaranty Bank, excluding those from brokers.  The
Company was also late on the filing of its December 31, 2008 Form
10-K and certain of its outstanding 2009 Form 10-Qs.

The Exchange, on August 24, 2009, determined that the Common Stock
of the Company should be suspended immediately, and directed the
preparation and filing with the Commission of this application for
the  removal of the Securities from listing and registration on
the Exchange.  The Company was notified by letter on August 24,
2009.

The Company had a right to appeal to the Committee for Review of
the Board of Directors of NYSE Regulation the determination to
delist the Common Stock, provided that it filed a written request
for such a review with the Secretary of the Exchange within ten
business days of receiving notice of delisting determination. The
Company did not file such request within the specified time
period.

Guaranty Financial Group Inc. -- http://www.guarantygroup.com/--
is based in Dallas, Texas.  Guaranty Financial is a unitary
savings and loan holding company. The Company's primary operating
entities are Guaranty Bank and Guaranty Insurance Services, Inc.
Guaranty Financial filed for bankruptcy after the Guaranty bank
was seized by regulators and sent to receivership under the
Federal Deposit Insurance Corporation.  Before the bank was taken
over, the balance sheet of the holding company had $15.4 billion
in assets as of Sept. 30, 2008.

Guaranty Financial together with affiliates filed for Chapter 11
on Aug. 27, 2009 (Bankr. N.D. Tex. Case No. 09-35582).  Attorneys
at Haynes & Boone, LLP, represent the Debtors.  According to the
schedules attached to its petition, the Company has assets of at
least $24,295,000, and total debts of $323,413,428, including
$305 million in trust preferred security.


GUIDED THERAPEUTICS: Receives $2.5MM Grant from Cancer Institute
----------------------------------------------------------------
Guided Therapeutics, Inc., was awarded a $2.5 million matching
grant by the National Cancer Institute to bring to market and
expand the array features for its LightTouch(TM) non-invasive
cervical cancer detection technology.  The award provides
resources to complete the regulatory process and begin
manufacturing ramp up for the device and single-patient-use
disposable.

"This grant provides significant non-dilutive resources for us to
begin manufacturing LightTouch devices and disposables for an
international launch, as we simultaneously complete the U.S. Food
and Drug Administration (FDA) pre-market approval (PMA)
application process," said Mark L. Faupel, Ph.D., President and
CEO of GT.

Including the new award, the company has been awarded roughly $6
million in six consecutive grants from the NCI to develop the new,
pain-free test for detecting cervical disease.

"We believe that the grant validates the development of our cost
effective cancer detection technology, as the NCI reviewed a
combination of our technical approach, commercialization plan and
clinical performance to date in making the award," said Shabbir
Bambot, Ph.D., Vice-president of Research and Development for GT
and principal investigator of the grant.  "Additionally, we
believe that our scientific approach and underlying intellectual
property position were key factors in being awarded this grant."

The GT LightTouch technology systematically and rapidly scans the
cervix to identify cancer and pre-cancer painlessly and non-
invasively, by analyzing the wavelengths of light reflected from
cervical tissue.  The technology distinguishes between normal and
diseased tissue, by detecting biochemical and morphological
changes at the cellular level.  Unlike Pap or HPV tests, the
LightTouch test does not require a tissue sample or laboratory
analysis, and is designed to provide results immediately.  The
technology is designed as a device employing a single-use
disposable patient interface.

Since development of the technology began, more than 3,000 women
have been tested with the LightTouch, including more than 1,900
women who were evaluated as part of the FDA pivotal clinical
trial.

According to studies published in the peer-reviewed Journal of
Lower Genital Tract Disease, the non-invasive LightTouch test has
the potential to be significantly more accurate when compared to
tissue sample-based tests such as the Pap smear.

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

As of June 30, 2009, the Company's current liabilities exceeded
current assets by roughly $5,400,000 and it had a capital deficit
due principally to its recurring losses from operations.  As of
June 30, 2009, the Company was past due on payments due under its
Convertible Notes payable in the amount of roughly $635,000 and
under a 90-day 17% convertible, unsecured note payable in the
amount of $50,000.  In December 2008, the Company issued
$2,300,000 in 2008 Convertible Notes.  Of this amount, $1,300,000
represents existing loans that were converted into 2008
Convertible Notes.  During 2009 the Company has issued additional
short term notes to fund operations.

                         Bankruptcy Warning

The Company said if sufficient capital cannot be raised at some
point in the third quarter of 2009, it might be required to enter
into unfavorable agreements or, if that is not possible, be unable
to continue operations, and to the extent practicable, liquidate
or file for bankruptcy protection.  The Company said this effort
is on-going.  These factors raise substantial doubts about the
Company's ability to continue as a going concern, it said.

The Company also noted if funds are not obtained, it will have to
curtail its operations and attempt to operate by only pursuing
activities for which it has external financial support, such as
under the Konica Minolta Optical, Inc. development agreement and
additional National Cancer Institute or other grant funding.
However, there can be no assurance that such external financial
support will be sufficient to maintain even limited operations or
that the Company will be able to raise additional funds on
acceptable terms, or at all.

The Company has been seeking a new strategic partner and on
April 30, 2009, signed a one-year exclusive negotiation and
development agreement of optimization of its microporation system
for manufacturing, regulatory approval, commercialization and
clinical utility with KMOT.  The exclusive negotiation agreement
will expire on April 29, 2010; however, it can be renewed for an
additional year by consent between KMOT and the Company.  The
Company paid a $500,000 fee in this regard, with the balance of
$250,000 payable by November 1, 2009.  This agreement resulted in
significant revenue for the Company a portion of which is deferred
over the life of the contract.  Currently, the Company is working
on extending the agreement for an additional year and considering
a long-term agreement with KMOT.

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


HARRAH'S OPERATING: Bank Debt Trades at 3.15% Off
-------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Company, Inc., is a borrower traded in the secondary market at
96.85 cents-on-the-dollar during the week ended Oct. 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.97
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 23, 2016.  The Company pays 750 basis
points above LIBOR to borrow under the facility.  The bank debt is
not rated by Moody's and Standard & Poor's.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 9, among the 155
loans with five or more bids.

As reported by the Troubled Company Reporter on Sept. 25, 2009,
Moody's Investors Service assigned a Caa1 rating to the proposed
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company, Inc.  Moody's also affirmed Harrah's
Entertainment, Inc.'s Caa3 Corporate Family rating, Caa3
Probability of default rating and all of the long-term debt
ratings of HET and HOC, Inc.

The rating assignment and rating affirmations reflect very high
leverage and a negative outlook for gaming demand over the next
year.  The continuing decline in gaming revenues across Harrah's
largest markets -- Las Vegas and Atlantic City -- will continue to
negatively impact the company's operating performance over through
2010.  "Harrah's consolidated debt to EBITDA remains over 10 times
-- a level Moody's believes is unsustainable over the intermediate
term," said Moody's Senior Credit Officer, Peggy Holloway.

On Sept. 24, 2009, The TCR reported that Standard & Poor's Ratings
Services assigned its 'B-' issue-level rating to Las Vegas-based
casino operator Harrah's Operating Co., Inc.'s proposed
$750 million incremental first-lien senior secured term loan.  In
addition, S&P assigned the loan a recovery rating of '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default.  Harrah's Operating
Co., Inc., is a wholly owned subsidiary of Harrah's Entertainment,
Inc.  Proceeds from the term loan will be used to refinance or
retire existing debt, including cash outflows associated with cash
tender offers HET has announced in conjunction with the proposed
term loan.

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

As of March 31, 2009, the Company's consolidated condensed balance
sheets showed total assets of $31.9 billion, total liabilities of
$31.1 billion and preferred stock of $2.3 million, resulting to
stockholders' deficit of $1.5 million.


HEALTH MANAGEMENT: Bank Debt Trades at 7.11% Off
------------------------------------------------
Participations in a syndicated loan under which Health Management
Associates is a borrower traded in the secondary market at 92.89
cents-on-the-dollar during the week ended Oct. 9, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.46 percentage points
from the previous week, The Journal relates.  The loan matures on
Feb. 28, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B1
rating and Standard & Poor's BB-rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

Headquartered in Naples, Florida, Health Management Associates is
an owner and operator of acute-care hospitals in non-urban
settings.  The company provides inpatient services such as general
surgery, and oncology as well as outpatient services such as
laboratory, x-ray and physical therapy services.  In addition,
some facilities also offer specialty services such as cardiology,
radiation therapy and MRI scanning.

Health Management carries a 'B1' long term corporate and
probability of default ratings, with stable outlook, from Moody's,
a 'B+' issuer credit ratings, with negative outlook, from Standard
& Poor's, and a 'B+' long term issuer default rating, with stable
outlook, from Fitch.


HERMITAGE APARTMENTS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Hermitage Apartments Midtown, LLC
        1103 South Cooper, Apt. 1
        Memphis, TN 38104

Bankruptcy Case No.: 09-31170

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson, Jr.

Debtor's Counsel: Russell W. Savory, Esq.
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  Email: russell.savory@gwsblaw.com

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

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

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

             http://bankrupt.com/misc/tnwb09-31170.pdf

The petition was signed by William A. Sparano, member of the
Company.


HERMITAGE DEVELOPERS: C. Holland's Client Tries to Recoup $325,000
------------------------------------------------------------------
E. Thomas Wood at Nashvillepost.com reports that Walter G.
Nollenberger has filed a claim in Probate Court to recover more
than $325,000 that he claims the late Clyde Paul Holland persuaded
him to lend to real estate entrepreneur J. Dwight Holland and his
company, Hermitage Developers, Inc.

Mr. Nollenberger claimed that Mr. Holland convinced him to lend a
total of $425,000 to Hermitage Developers starting in 2002, court
documents say.  Mr. Nollenberger thought that the loans were
secured by property Dwight Holland owned.  Nashvillepost.com
relates that when Clyde Holland died, Mr. Nollenberger learned
that no deeds of trust exist to provide security on the loans.
According to court documents, payments from the borrower haven't
come in since 2007.

Nashvillepost.com relates that Dwight Holland said that he was
unaware that a lawsuit had been filed and denied that he was a
relative of Clyde Holland, although the men were friends for 35 to
40 years.  He admitted that his company "did owe Nollenberger
$210,000", the report states.  The report quoted Dwight Holland as
saying, "We did a lot of work with him on things with
Nollenberger, but I never did meet Nollenberger."

Mr. Nollenberger sued Clyde Holland's estate last week in Davidson
County Circuit and Chancery courts, says Nashvillepost.com.

Hermitage, Tennessee-based Hermitage Developers, Inc. --
http://hermitageliving.com/-- builds houses.  The Company filed
for Chapter 11 bankruptcy protection on June 16, 2008 (Bankr. M.D.
Tenn. Case No. 08-05050).  Joseph P. Rusnak, Esq., at Tune
Entrekin & White P.C. assists the Debtor in its restructuring
efforts.  The Debtor listed less than $50,000 in assets and
$1 million to $10 million in liabilities.


HISTORIC U.S. NATIONAL: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Historic U.S. National Bank Block LLC
        115 SW Ash Street, Suite 500
        Portland, OR 97204

Case No.: 09-38304

Chapter 11 Petition Date: October 9, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Robert J. Vanden Bos, Esq.
            319 SW Washington #520
            Portland, OR 97204
            Tel: (503) 241-4869
            Email: vbcservice@yahoo.com

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

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

The petition was signed by John P. Beardsley, the company's
managing member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Arcis Corp                     Trade Debt             $10,220

City of Portland               Delinquent License     $500
Portland Business Alliance     Fees

First Response Inc.            Trade Debt             $1,077

Glumac International           Trade Debt             $622

Home Depot                     Trade Debt             $1,020

Jennifer Reinhard              Lawsuit-Slip and       $44,000
c/o Erich H. Hoffmann, Esq.    Fall, Negligence

Norris & Stevens Inc.          Property Management    $7,500

Office Depot                   Trade Debt             $1,425

PMA Consulting                 Trade Debt             $1,500

Portland Lighting              Trade Debt             $521

Sprint PCS                     Utility/Telephone      $535

Stoner Group, The              Trade Debt             $430

Tathwell Design-Assoc.         Trade Debt             $6,952

Thyssen Elevator Group         Trade Debt             $8,127

Tonkon Torp                    Legal                  $2,010

Trane Oregon                   Trade Debt             $3,000

Tripwire                       Tenant Deposit Refund  $25,064

Wells Fargo Bank NA Juneau     Guarantee of           $2,506,600
123 Seward St.                 Commercial
Juneau, AK 99801               Mortgage on Hangar

Witt, Dan                      Tax Preparation        $1,700

Wumbler                        Trade Debt             $15,733
dba Service Master


HYDRALOGIC SYSTEMS: Lender Agrees to Forbear Until Oct. 31
----------------------------------------------------------
HydraLogic Systems Inc. has entered into a forbearance agreement
with CCM Master Qualified Fund, Ltd., relating to the previously
disclosed breach of financial covenants in a September 5, 2008
investment agreement.

Pursuant to the terms of the forbearance agreement signed
October 8, 2009, the Lender agreed to forbear from exercising its
rights and remedies, with respect to existing breach of covenants,
until October 31, 2009.  The Company agreed to a forbearance fee
of US$325,000 to be paid at the time of repayment of the principal
of US$2M due and payable to the Lender on October 31, 2009.  The
repayment plan could include the sale of strategic assets or a
financing.

"We appreciate the support of the Lender who agreed to enter into
the forbearance agreement with the Company, which we believe gives
us additional time and flexibility to continue negotiations with
alternate capital facilities and asset purchase candidates",
stated Michael Beckley, President and Chief Executive Officer of
HydraLogic Systems Inc.  "This standstill also allows us to
continue focusing on our top priority, providing HLS Ecolo and Bug
Defence customers with the quality products and service they
expect from us.  The Company continues to make significant bottom
line progress which has helped significantly in our efforts to
attract new investment and the ability to support our long-term
strategic plan and business objectives."

                     About HydraLogic Systems

HydraLogic (TSX.V: HLS - OTC Pink Sheet: HYSYF) is an innovator of
engineered misting systems and proprietary environmental
chemistries with reoccurring revenue distribution platforms. The
company strives to be market leaders in providing technologies,
though turnkey distribution and service models into the multi-
billion dollar mosquito and odour control industries as Bug
Defence and HLS Ecolo respectively.


IDEARC INC: Bank Debt Trades at 58.33% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Idearc, Inc., is a
borrower traded in the secondary market at 41.67 cents-on-the-
dollar during the week ended Oct. 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.69 percentage points from
the previous week, The Journal relates.  The loan matures on
Nov. 17, 2014.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating while
Standard & Poor's has assigned a default rating on the bank debt.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Oct. 9, among the 155 loans with five or more bids.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their laims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


IMAGEWARE SYSTEMS: BET Funding Advances $300,000, Pledges $700,000
------------------------------------------------------------------
BET Funding LLC on October 5, 2009, made to ImageWare Systems,
Inc., an additional advance under the parties' credit facility of
$300,000 and agreed to make additional advances under the Credit
Facility of up to $700,000 upon the satisfaction of certain
conditions.  In connection therewith, BET Funding and ImageWare
amended certain loan documents related to the Credit Facility and
ImageWare issued to BET Funding a Stock Purchase Warrant to
purchase 200,000 shares of ImageWare common stock at an exercise
price of $0.60.

On February 12, 2009, BET Funding agreed to provide a credit
facility to ImageWare for a total of up to $5,000,000.  BET
Funding is using working capital to fund the Credit Facility.
Also on February 12, BET Funding made to ImageWare an initial
advance under the Credit Facility of $1,000,000.  In connection
therewith, ImageWare issued to BET Funding a Stock Purchase
Warrant to purchase 4,500,000 shares at an exercise price of
$0.50.

On June 9, 2009, in connection with the amendment of certain loan
documents related to the Credit Facility, ImageWare issued to BET
Funding a Stock Purchase Warrant to purchase 1,000,000 shares at
an exercise price of $0.50.

On June 22, 2009, BET Funding made an additional advance under the
Credit Facility of $350,000.  In connection therewith, ImageWare
issued to BET Funding a Stock Purchase Warrant to purchase 700,000
shares at an exercise price of $0.50.

As of the close of business on October 5, 2009, BET Funding
beneficially owned 6,400,000 shares of ImageWare common stock,
constituting roughly 25.01% of the shares of common stock
outstanding.  As of the close of business on October 5, 2009,
Bruce Toll, who is the majority owner of each of BET Funding and
BRU Holding, beneficially owned 8,428,895 shares of ImageWare
common stock, constituting roughly 32.94% of the shares of common
stock outstanding.

Headquartered in San Diego, ImageWare Systems Inc. (AMEX: IW) --
http://www.iwsinc.com/-- is a developer and provider of identity
management solutions, providing biometric, secure credential, law
enforcement and digital imaging technologies.  ImageWare's
identification products are used to manage and issue secure
credentials including national IDs, passports, driver licenses,
smart cards and access control credentials.  ImageWare's digital
booking products provide law enforcement with integrated mug shot,
fingerprint Livescan and investigative capabilities.  ImageWare
also maintains offices in Washington, D.C. and Canada.

ImageWare last filed a financial report with the Securities and
Exchange Commission in September 2008.  ImageWare filed its
quarterly report on Form 10-Q for the period ended June 30, 2008.
As of June 30, 2009, ImageWare had $7,937,000 in total assets
against $7,611,000 in total liabilities.

                     Going Concern Disclaimer

Stonefield Josephson Inc., in Los Angeles, expressed substantial
doubt about ImageWare Systems Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditng firm
pointed to the company's substantial net losses since inception
and substantial monetary liabilities as of Dec. 31, 2007.


INFOLOGIX INC: Taps SSG to Explore Restructuring Options
----------------------------------------------------------------
InfoLogix, Inc., has retained SSG Capital Advisors, LLC, a
nationally recognized investment bank based in West Conshohocken,
Pennsylvania, to assist InfoLogix in exploring its private
placement alternatives.  SSG initiates, structures and negotiates
financing transactions at virtually every level of the capital
structure on behalf of growing businesses seeking capital to
support their various expansion initiatives.

The Company previously disclosed that it entered into a non-
binding term sheet to restructure its obligations under a Loan
Agreement with its senior lender, Hercules Technology Growth
Capital, Inc. (NasdaqGS: HTGC).  The Company continues in active
discussions with Hercules about this restructuring.

On September 30, 2009, InfoLogix and its subsidiaries and Hercules
Technology entered into a fourth amendment to the Forbearance
Agreement dated July 31, 2009, as amended August 14, 2009, August
20, 2009 and September 23, 2009, under which the Lender has agreed
to forbear from exercising its rights and remedies with respect to
an event of default under the Loan and Security Agreement between
the Company and the Lender dated May 1, 2008, as amended.

Pursuant to the Loan Agreement, the Company was required to pay to
the Lender the remaining balance of a restructuring fee in the
amount of $160,000 on the earliest of (i) September 30, 2009, (ii)
the acceleration of the secured obligations under the Loan
Agreement, or (iii) payment in full of the secured obligations.
The Company did not pay the balance of the restructuring fee by
the specified date, and as a result, an event of default occurred
under the Loan Agreement.  Under the fourth amendment to the
Forbearance Agreement, the Lender agreed to forbear from
exercising its rights and remedies under the Loan Agreement as a
result of this event of default for the period and subject to the
terms and conditions specified in the Forbearance Agreement.

SSG is a nationally recognized investment bank that helps middle
market companies raise capital during uncertain economic times. As
a specialist in representing companies in the early stages of
turnaround, SSG offers services its clients need in today's
complex and fast-moving financial markets.

                       About InfoLogix, Inc.

InfoLogix Inc. (NASDAQ: IFLG) -- http://www.infologix.com/--
provides enterprise mobility solutions for the healthcare and
commercial industries.  InfoLogix uses the industry's most
advanced technologies to increase the efficiency, accuracy, and
transparency of complex business and clinical processes.  With 19
issued patents, InfoLogix provides mobile managed solutions, on-
demand software applications, mobile infrastructure products, and
strategic consulting services to over 2,000 clients in North
America including Kraft Foods, Merck and Company, General
Electric, Kaiser Permanente, MultiCare Health System and Stanford
School of Medicine.


INTERMOST CORP: Albert Wong Raises Going Concern Doubt
------------------------------------------------------
Albert Wong & Co., in Hong Kong, expressed substantial doubt about
Intermost Corporation's ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended June 30, 2009.  The auditing firm pointed to the
Company's recurring losses from operations and significant
accumulated deficit.  In addition, the auditing firm said that the
Company continues to experience negative cash flows from
operations.

Intermost Corporation reported a net loss of $2,435,707 on net
revenues of $4,023 for the year ended June 30, 2009, compared with
a net loss of $1,557,054 on net revenues of $26,108 for the year
ended June 30, 2008.  Net revenues during fiscals 2009 and 2008
were derived principally from e-commerce solutions.  The term "e-
commerce solutions" includes web site design and development and
web hosting.

Loss from operations were $1,416,278 for 2009, compared with loss
from operations of $1,605,192 for 2008.

The Company's consolidated balance sheet at June 30, 2009, showed
$2,868,671 in total assets, $525,429 in total liabilities,
$446,361 in minority interests, and $1,896,881 in total
stockholders' equity.

Full-text copies of the Company's consolidated financial
statements for the year ended June 30, 2009, are available for
free at http://researcharchives.com/t/s?46bf

Based in Hong Kong, Intermost Corporation was originally
incorporated in the State of Utah on March 6, 1985, under the name
Utility Communications International, Inc.  The Company changed
its name from Utility Communications International, Inc. to
Intermost Corporation on October 23, 1998.  In February 2003, the
Company re-domiciled from the State of Utah to the State of
Wyoming.

On October 23, 1998, the Company acquired a 100% interest in
Intermost Limited ("IL"), a company incorporated in the British
Virgin Islands, by issuing 4,970,000 shares of its common stock
with a par value of US$0.001 per share (after the redenomination
of par value and a stock split) to the shareholders of IL.

The acquisition of IL by the Company was treated as a reverse
acquisition since IL was the continuing entity as a result of the
exchange reorganization.

The Company is engaged in providing, directly and through its
subsidiaries and associated companies, business equity and
financial consulting services in the People's Republic of China.


IRWIN FINANCIAL: NYSE Delists Securities Effective October 16
-------------------------------------------------------------
The New York Stock Exchange LLC notified the Securities and
Exchange Commission of its intention to remove the Common Stock
and 8.70% Cumulative Trust Preferred Securities of Irwin Financial
Corporation from listing and registration on the Exchange at the
opening of business on October 16, 2009, pursuant to the
provisions of Rule 12d2-2(b), because, in the opinion of the
Exchange, the Securities are no longer suitable for continued
listing and trading on the Exchange.

The Exchange's action is being taken in view of the fact that on
September 18, 2009, the Indiana Department of Financial
Institutions closed the Company's state chartered bank subsidiary
Irwin Union Bank and Trust Company and the Office of Thrift
Supervision closed the Company's federal savings bank, Irwin Union
Bank, F.S.B.  The Federal Depository Insurance Corporation was
appointed as receiver of both IUBT and IUBFSB.

Subsequent to the closing of the Banks, First Financial Bank,
National Association, located in Hamilton, Ohio, assumed all of
the deposits and essentially all of the assets of the Banks in a
transaction facilitated by the FDIC.

The Exchange, on September 21, 2009, determined that the
Securities of the Company should be suspended immediately, and
directed the preparation and filing with the Commission of the
application for the removal of the Securities from listing and
registration on the Exchange.  The Company was notified by letter
on September 21, 2009.

The Company had a right to appeal to the Committee for Review of
the Board of Directors of NYSE Regulation the determination to
delist the Securities, provided that it filed a written request
for such a review with the Secretary of the Exchange within ten
business days of receiving notice of delisting determination.  On
September 21, 2009, the Company stated it does not intend to
contest the suspension or delisting.

Given that Irwin Financial's principal assets are the capital
stock of the Banks and that Irwin Financial does not expect to
receive any recovery after the receivership and conservatorship
processes are completed, on September 18, 2009, Irwin Financial
filed a voluntary petition for relief under Chapter 7 of the
Bankruptcy Code, instituting Case No. 09-13852-FJO before the
United States Bankruptcy Court for the Southern District of
Indiana, Indianapolis Division.  Effective upon the Bankruptcy
Filing, Irwin Financial's bylaws were amended to reduce the size
of its board of directors to one director, with William I. Miller
serving as the sole director.  Also effective upon the Bankruptcy
Filing, Irwin Financial's board of directors appointed these
individuals as the Corporation's sole officers: Matthew F. Souza,
Chief Administrative Officer; Gregory F. Ehlinger, Chief Financial
Officer; Steven R. Schultz, Vice President; and Jody Littrell,
Vice President.

As of September 18, 2009, Irwin Financial had outstanding junior
subordinated debentures in the principal amount of approximately
$234.0 million.  The chapter 7 filing constitutes triggering
events under the terms of the Debentures that affect the holders
of the Debentures.

                       About Irwin Financial

Based in Columbus, Indiana, Irwin(R) Financial Corporation
(NYSE: IFC) -- http://www.irwinfinancial.com/-- was a bank
holding company with a history tracing to 1871.  The Corporation
provided a broad range of banking services to small businesses and
consumers in its branches in the Midwest and Southwest and to
restaurant franchisees nationwide.

The Company is represented by David M. Powlen, Esq., at Barnes &
Thornburg.


JAMES COBB: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: James Wesley Cobb, Jr.
                  dba New Metropolitan Management and
                  Consulting Services, Inc.
                  fdba James W. Cobb Associates, PC
               Sabrina Buice Cobb
               11755 Pindell Chase Drive
               Fulton, MD 20759

Bankruptcy Case No.: 09-29260

Chapter 11 Petition Date: October 8, 2009

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

Debtors' Counsel: Robert Wiley King, Esq.
                  King & Silverman LLC
                  4704 Hollywood Road
                  College Park, MD 20740
                  Tel: (301) 441-9000
                  Email: bobking@silverkinglaw.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 $1,255,270,
and total debts of $2,316,427.

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/mdb09-29260.pdf

The petition was signed by the Joint Debtors.


JOHN STOKES: To Appeal Case Conversion, Rejection of Extension
--------------------------------------------------------------
John Stokes said that he will take a bankruptcy court decision to
the U.S. District Court of Appeals, Montana's News Station
reports.

As reported by the TCR on October 12, 2009, John Stokes failed to
gain from his bid for a bankruptcy reorganization.  The Hon. Ralph
B. Kirscher of the U.S. Bankruptcy Court for the District of
Montana denied John Stokes' request for an additional 20 days to
prepare for his arguments, saying that legal paperwork critical to
his case has remained locked inside the KGEZ station since he lost
control of his assets and was ushered off the premises on
September 24.

The Court eventually converted Mr. Stokes' Chapter 11
reorganization case to Chapter 7 liquidation when the Debtor
failed to accurately disclose his assets to the court, meet
financial reporting requirements, pay filing fees, file state or
federal income taxes for years.  John Stokes owns a Kalispell
radio station.  He filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the District of Montana.  Mr.
Stokes' bankruptcy filing includes his two unregistered
corporations, Z-600 Inc. and Skyline Broadcasting.  Mr. Stokes'
radio station, KGEZ, has been shut down.

Montana's News relates that Mr. Stokes said that he has hired
attorney and former Georgia Congressman Bob Barr.  According to
the report, Mr. Stokes said that the Federal Communications
Commission hasn't approved transfer or control, so he still owns
his broadcast license.


JOSEPH DELGRECO: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Joseph DelGreco & Company, Inc.
           dba DelGreco & Company
           dba DelGreco Textiles
        232 E 59th St
        New York, NY 10022-1464

Bankruptcy Case No.: 09-16041

Chapter 11 Petition Date: October 8, 2009

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

Debtor's Counsel: Joel Martin Shafferman, Esq.
                  Shafferman & Feldman, LLP
                  350 Fifth Avenue, Suite 2723
                  New York, NY 10118
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  Email: joel@shafeldlaw.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/nysb09-16041.pdf

The petition was signed by Joseph DelGreco, president of the
Company.


JOSEPH HAYES: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Joseph J. Hayes
               Helen V. Hayes
               62 West Street
               Lenox, MA 01240

Bankruptcy Case No.: 09-31792

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Springfield)

Judge: Henry J. Boroff

Debtors' Counsel: Steven Weiss, Esq.
                  Shatz, Schwartz & Fentin, P.C.
                  1441 Main Street, Suite 1100
                  Springfield, MA 01103
                  Tel: (413) 737-1131
                  Email: sweiss@ssfpc.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 at least
$1,040,422, and total debts of $1,049,068.

A full-text copy of the Debtors' petition, including a list of
their 18 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/mab09-31792.pdf

The petition was signed by the Joint Debtors.


KB HOME: SEC Launches Probe on Accounting
-----------------------------------------
James R. Hagerty and Dawn Wotapka at The Wall Street Journal
report that KB Home said on Friday that the U.S. Securities and
Exchange Commission is investigating its accounting.

KB Home said in a filing with the SEC that the agency has issued a
"formal order of investigation . . . regarding possible accounting
and disclosure issues . . . . The staff [SEC] has stated that its
investigation should not be construed as an indication by the SEC
that there has been any violation of the federal securities laws."
KB Homes said in the filing that it is cooperating with the
investigation.

The Journal notes that in recent years, KB Home also has faced
scandals over manipulation of stock options paid to its chief
executive and by federal charges that it engaged in improper
mortgage lending.  KB Home agreed in 2005 to pay some $3.2 million
to settle the U.S. Department of Housing and Urban Development's
allegations that its mortgage unit engaged in poor lending
practices and made it possible for ineligible borrowers to get
mortgages guaranteed by the Federal Housing Administration.  In
November 2006, Bruce Karatz resigned as KB Homes' CEO, after an
internal probe found that he backdated his own stock option grants
to increase his pay.  In September 2008, Mr. Karatz agreed to pay
more than $7 million to settle securities charges with the SEC,
while not admitting any wrongdoing.

KB Home -- http://www.kbhome.com/-- has delivered hundreds of
thousands of quality homes for families since its founding in
1957.  The Company is distinguished by its Built to Order(TM)
homebuilding approach that puts a custom home experience within
reach of its customers at an affordable price.  Los Angeles-based
KB Home was named the #1 homebuilder on FORTUNE (R) magazine's
2009 "World's Most Admired Companies" list.  The Company trades
under the ticker symbol "KBH," and was the first homebuilder
listed on the New York Stock Exchange.

The TCR reported on July 28, 2009, that Standard & Poor's Ratings
Services assigned its 'BB-' rating to KB Home's new $265 million
9.100% senior unsecured notes due 2017.  S&P also assigned a '4'
recovery rating to the notes, indicating S&P's expectation for an
average (30%-50%) recovery in the event of a payment default.

According to the TCR on July 28, 2009, Moody's Investors Service
assigned a B1 rating to KB Home's $265 million of 9.1% senior
unsecured notes, net proceeds of which will be used to retire up
to $250 million of the company's 6 3/8% senior unsecured notes due
2011.  At the same time, Moody's affirmed all of the existing
ratings of KB Home, including its B1 corporate family, probability
of default, and senior notes' ratings.  Moody's also affirmed the
company's speculative grade liquidity rating at SGL-2.  The
outlook remains negative.

As reported by the TCR on July 27, 2009, Fitch Ratings assigned a
'BB-' rating to KB Home's $265 million 9.100% senior notes due
July 2017.  The Rating Outlook is Negative.  The issue will be
ranked on a pari passu basis with all other senior unsecured debt,
including KB Home's $650 million unsecured bank credit facility.
KB Home intends to apply all or a portion of the net proceeds from
the senior notes offering toward the payment of the purchase price
in a tender offer for its outstanding 6 3/8% senior notes due
2011.


LANDAMERICA FIN'L: Details of Fine-Tuned Liquidating Plan
---------------------------------------------------------
As previously reported by the TCR, LandAmerica Financial Group,
Inc., LandAmerica 1031 Exchange Services, Inc., LandAmerica
Assessment Corporation, LandAmerica Title Company, Southland Title
Corporation, Southland Title of San Diego, Southland Title of
Orange County, and LandAmerica Credit Services, Inc., delivered to
the U.S. Bankruptcy Court for the Eastern District of Virginia an
Amended Joint Chapter 11 Plan and an accompanying Amended
Disclosure Statement on October 2, 2009.

The Amended Plan still maintains the primary purpose of selling
substantially all of the Debtors' assets in an expeditious manner
and thereafter effectuating the distribution of the sale proceeds
to creditors.  The Amended Plan is a non-substantively
consolidated liquidating plan, which generally means that (1) it
will effectuate the liquidation of LFG and its debtor
subsidiaries, and that (2) the proceeds of the liquidation of
each legal entity will be distributed to the creditors of that
entity, rather than pooled together in one common fund for
distribution to all creditors, according to G. William Evans,
executive vice president and chief financial officer of LFG.

The major modifications under the Amended Plan are (1) the
inclusion of estimated claim amounts for each designated class of
claims, and (2) an elaboration on the proposed treatment of the
Class SD or Subsidiary Debtor Claims.

The Debtors also filed the Amended Plan with exhibits on a
liquidation analysis, a prepetition organization chart of the
LandAmerica entities, and copies of their consolidated financial
statements for the quarter ended September 30, 2009.

           Claim Recoveries Under The Amended Plan

The Amended Plan provides for estimated claim recoveries for each
of the designated classes of claims:

                                   Est. Amount       Estimated
Class     Designation             of Claims/Int.    Recovery(%)
-----     -----------             --------------    -----------
N/A       Admin. Expense Claims      $15,684,000       100.00%

N/A       Fee Claims                  $3,000,000       100.00%

N/A       U.S. Trustee Fees                   $0       100.00%

N/A       Priority Tax Claims        $13,500,000       100.00%

LES 1     LES Priority Non-Tax                $0          N/A
           Claims

LES 2     LES Secured Claims                  $0          N/A

LES 3     LES Escrow Exchange        $13,406,000        97.00%
           Claims

LES 4     Segregated Exchange        $71,368,000        81.40%
           Principal Claims

LES 5     Note Exchange               $8,373,000        80.30%
           Collectible Claims

LES 6     LES Gen. Unsec. Claims    $195,271,000        37.10%

LES 7     LES Damages Claims                TBD          0.00%

LES 8     LES Equity Interests              N/A          0.00%

LFG 1     LFG Priority Non-Tax         $500,000        100.00%
           Claims

LFG 2     LFG Secured Claims                 $0           N/A

LFG 3     LFG Gen. Unsec. Claims   $829,655,000         28.30%

LFG 4     LFG Exchange Guarantee    $14,600,000         31.00%
           Claims

LFG 5     LFG Securities Law Claims         TBD          0.00%

LFG 6     LFG Equity Interests              N/A          0.00%

SD 1      Subsidiary Priority                $0           N/A
LandAm    Non-Tax Claims
Credit

SD 2      Subsidiary Secured                 $0           N/A
LandAm    Claims
Credit

SD 3      Subsidiary General        $15,158,000         16.70%
LandAm    Unsecured Claims
Credit

SD 4      Subsidiary Equity                 N/A          0.00%
LandAm    Interests
Credit

SD 1      Subsidiary Priority                $0           N/A
LAC       Non-Tax Claims

SD 2      Subsidiary Secured                 $0           N/A
LAC       Claims

SD 3      Subsidiary General         $2,693,000        100.00%
LAC       Unsecured Claims

SD 4      Subsidiary Equity                 N/A          $952
LAC       Interests

SD 1      Subsidiary Priority                $0           N/A
LTC       Non-Tax Claims

SD 2      Subsidiary Secured                  $0          N/A
LTC       Claims

SD 3      Subsidiary General         $27,499,000         1.60%
LTC       Unsecured Claims

SD 4      Subsidiary Equity                  N/A         0.00%
LTC       Interests

SD 1      Subsidiary Priority                 $0          N/A
STC       Non-Tax Claims

SD 2      Subsidiary Secured                  $0          N/A
STC       Claims

SD 3      Subsidiary General         $11,557,000        14.40%
STC       Unsecured Claims

SD 4      Subsidiary Equity                  N/A         0.00%
STC       Interests

SD 1      Subsidiary Priority                 $0          N/A
STOC      Non-Tax Claims

SD 2      Subsidiary Secured                  $0          N/A
STOC      Claims

SD 3      Subsidiary General          $7,865,000         0.20%
STOC      Unsecured Claims

SD 4      Subsidiary Equity                  N/A         0.00%
STOC      Interests

SD 1      Subsidiary Priority                 $0          N/A
STSD      Non-Tax Claims

SD 2      Subsidiary Secured                  $0          N/A
STSD      Claims

SD 3      Subsidiary General         $15,105,000        10.90%
STSD      Unsecured Claims

SD 4      Subsidiary Equity                  N/A         0.00%
STSD      Interests

The estimated recoveries, however, do not include proceeds from
the ARS or the Auction Rate Securities Litigation or other
litigations due to the inherent uncertainty in estimating
proceeds from those litigations.

Under the Original Plan, Classes SD 1 to 4 Claims provided for
general claim treatments for all designated claims against the
Subsidiary Debtors.  The Amended Plan specifies the treatment of
claims as to each Subsidiary Debtor, which are:

Class                         Treatment
-----                         ---------
Class SD1                     Unimpaired Status.
LandAmerica Assessment Corp.  Each holder of Class SD1 LAC Claim
Subsidiary Priority Non-Tax   will receive Cash from the
Claims                        applicable Post-Effective Date
                               Entity in an amount equal to the
                               Claims.

Class SD 2                   Unimpaired Status.
LandAmerica Assessment Corp. Each holder of a Class SD2 LAC
Subsidiary Secured Claims    Claim will receive, at the election
                              of the Debtors: (i) Cash in an
                              amount equal to the Allowed Claim;
                              or (ii) other treatment that will
                              render the Secured Claim unimpaired
                              pursuant to Section 1124 of the
                              Bankruptcy Code.

Class SD 3                   Each holder of a Class SD 3 LAC
LandAmerica Assessment Corp. Claim will receive its Pro Rata
Subsidiary General           Share of the relevant Subsidiary
Unsecured Claims             Debtor's SD Net Proceeds, until
                              that holder's Allowed Subsidiary
                              General Unsecured Claim is
                              satisfied in full.

Class SD 4                   The Subsidiary Equity Interests
LandAmerica Assessment Corp. will be cancelled, and each holder
Subsidiary Equity Interests  of Allowed Class SD 4 LAC Interests
                              will receive that holder's Pro Rata
                              Share of the relevant Subsidiary
                              Debtors' SD Net Proceeds, if any,
                              after the satisfaction of all the
                              Debtors' Allowed SD General
                              Unsecured Claims.

Class SD 1                   Unimpaired Status.
LandAmerica Title Company    Each holder of a Class SD 1 LTC
Subsidiary Priority Non-     Claim will receive Cash from the
Tax Claims                   applicable Post-Effective Date
                              Entity in an amount equal to the
                              Claim.

Class SD 2                   Unimpaired Status.
LandAmerica Title Company    Each holder of a Class SD 2 LTC
Subsidiary Secured Claims    Claim will receive, at the election
                              of the Debtors: (i) Cash in an
                              amount equal to the Allowed Claim;
                              or (ii) other treatment that will
                              render the Secured Claim unimpaired
                              pursuant to Section 1124 of the
                              Bankruptcy Code.

Class SD 3                   Each holder of a Class SD 3 LTC
LandAmerica Title Company    Claim will receive that holder's
Subsidiary General           Pro Rata Share of the relevant
Unsecured Claims             Subsidiary Debtors' SD Net
                              Proceeds, until that holder's
                              Allowed Subsidiary General
                              Unsecured Claim is satisfied in
                              full.

Class SD 4                   The Subsidiary Equity Interests
LandAmerica Title Company    will be cancelled, and each holder
Subsidiary Equity            of Allowed Class SD 4 Interests
Interests                    will receive that holder's Pro Rata
                              Share of the relevant Subsidiary
                              Debtors' SD Net Proceeds, if any,
                              after the satisfaction of all the
                              Debtor's Allowed SD General
                              Unsecured Claims.

Class SD 1                   Unimpaired Status.
Southland Title Cor.         Each holder of a Class SD 1 STC
Subsidiary Priority Non-     Claim will receive Cash from the
Tax Claims                   applicable Post-Effective Date
                              Entity in an amount equal to the
                              Claim.

Class SD 2                   Unimpaired Status.
Southland Title Corp.        Each holder of a Class SD 2 STC
Subsidiary Secured           Claim will receive, at the election
Claims                       of the Debtors: (i) Cash in an
                              amount equal to the Allowed Claim;
                              or (ii) other treatment that will
                              render the Secured Claim unimpaired
                              pursuant to Section 1124.

Class SD 3                   Each holder of a Class SD 3 STC
Southland Title Corp.        Claim will receive that holder's
Subsidiary General           Pro Rata Share of the relevant
Unsecured Claims             Debtors' SD Net Proceeds, until
                              that holder's Allowed Subsidiary
                              General Unsecured Claim is
                              satisfied in full.

Class SD 4                   The Subsidiary Equity Interests
Southland Title Corp.        will be cancelled, and each holder
Subsidiary Equity            of Allowed Class SD 4 Interests
Interests                    will receive that holder's Pro Rata
                              Share of the relevant Subsidiary
                              Debtors' SD Net Proceeds, if any,
                              after the satisfaction of all the
                              Debtor's Allowed SD General
                              Unsecured Claims.

Class SD 1                   Unimpaired Status.
Southland Title of           Each holder of a Class SD 1 STOC
Orange County                Claim will receive Cash from the
Subsidiary Priority Non-     applicable Post-Effective Date
Tax Claims                   Entity in an amount equal to the
                              Claim.

Class SD 2                   Unimpaired Status.
Southland Title of           Each holder of a Class SD 2 STOC
Orange County                Claim will receive, at the election
Subsidiary Secured Claims    of the Debtors: (i) Cash in an
                              amount equal to the Allowed Claim;
                              or (ii) other treatment that will
                              render the Secured Claim unimpaired
                              pursuant to Section 1124.

Class SD 3                   Each holder of a Class SD 3 STOC
Southland Title of           Claim will receive that holder's
Orange County                Pro Rata Share of the relevant
Subsidiary General           Subsidiary Debtors' SD Net
Unsecured Claims             Proceeds, until that holder's
                              Allowed Subsidiary General
                              Unsecured Claim is satisfied in
                              full.

Class SD 4                   The Subsidiary Equity Interests
Southland Title of           will be cancelled, and each holder
Orange County                of Allowed Class SD 4 Interests
Subsidiary Equity Interest   will receive that holder's Pro Rata
                              Share of the relevant Subsidiary
                              Debtors' SD Net Proceeds, if any,
                              after the satisfaction of all the
                              Debtor's Allowed SD General
                              Unsecured Claims.

Class SD 1                   Unimpaired Status.
Southland Title of           Each holder of a Class SD 1 STSD
San Diego                    Claim will receive Cash from the
Subsidiary Priority Non-     applicable Post-Effective Date
Tax Claims                   Entity in an amount equal to the
                              Claim.

Class SD 2                   Unimpaired Status.
Southland Title of           Each holder of a Class SD 2 STSD
San Diego                    Claim will receive, at the election
Subsidiary Secured Claims    of the Debtors: (i) Cash in an
                              amount equal to the Allowed Claim;
                              or (ii) other treatment that will
                              render the Secured Claim unimpaired
                              pursuant to Section 1124.

Class SD 3                   Each holder of a Class SD 3 STSD
Southland Title of           Claim will receive that holder's
San Diego                    Pro Rata Share of the relevant
Subsidiary General           Subsidiary Debtors' SD Net
Unsecured Claims             Proceeds, until that holder's
                              Allowed Subsidiary General
                              Unsecured Claim is satisfied in
                              full.

Class SD 4                   The Subsidiary Equity Interests
Southland Title of           will be cancelled, and each holder
San Diego                    of a Class SD 4 Interests will
Subsidiary Equity            receive that holder's Pro Rata
Interests                    Share of the relevant Subsidiary
                              Debtors' SD Net Proceeds, if any,
                              after the satisfaction of all the
                              Debtor's Allowed SD General
                              Unsecured Claims.

                      Liquidation Analysis

The Debtors' Liquidation Analysis assumes that their cases would
convert to case under Chapter 7 of the Bankruptcy Code as of
November 30, 2009.  It is assumed that the Chapter 7 liquidation
period would commence on the Conversion Date and be concluded six
months thereafter.  Under the liquidation process, an expedited
marketing process would commence under the direction of Court-
appointed Chapter 7 trustees for the Debtors and continue for
three months, followed by a three month period to document and
close the sale of the Debtors' assets, when the Cash proceeds,
net of liquidation related costs, would be received.

Included under the Liquidation Analysis are projected recoveries
for certain subsidiaries of LandAmerica Financial Group, which
currently are non-debtors, but which may file petitions under
Chapter 11 of the Bankruptcy Code after October 2, 2009 and seek
to liquidate under the Amended Plan.

The Liquidation Analysis also established assumptions of certain
items, like the Orange County Bancorp Interests, the Fidelity
National Financial Note, the FNF Stock, the Auction Rate
Securities and the corresponding ARS Litigation, in the scenario
of a Chapter 7 liquidation process versus a Chapter 11 bankruptcy
plan.

Mr. Evans notes that the Liquidation Analysis indicates that (i)
holders of Claims in Classes LES 4, LES 5, LES 6, LFG 3, and SD 3
would receive a greater recovery under the Plan than in a Chapter
7 liquidation scenario, and (ii) holders of Claims in the
remaining Classes would receive the same recovery under the Plan
as they would in a Chapter 7 liquidation scenario.  There is no
circumstance where any creditor's recovery under Chapter 7
exceeds that creditor's recovery under the Amended Plan.  Thus,
Mr. Evans maintains, the Amended Plan meets the Best Interest
Test.

A full-text copy of the Liquidation Analysis is available for
free at http://bankrupt.com/misc/LandAm_LiquidationAnalysis.pdf

                      Other Disclosures

The Debtors also updated information in the Amended Disclosure
Statement, including current activities they are undertaking
under bankruptcy and current progress under their bankruptcy
cases.  Among others, the Debtors relate that they are actively
marketing a wholly owned subsidiary, Orange County Bancorp, and
its subsidiary, Centennial Bank.  As of October 2, 2009, the
Debtors estimate that the asset recovery in a Chapter 11 scenario
from all their unsold assets, including the Auction Rate
Securities, will range from $195.1 million to $281.3 million.
They also estimate that projected value available to settle
Unclassified and Classified Claims and Interests will range from
$403.7 million to $490 million.

The Debtors also disclosed that as of October 1, 2009,
approximately 2,600 claims, aggregating more than $2.3 billion,
have been asserted against them.  They dispute a vast majority of
the dollar amount of the asserted Claims.

The LES Creditors Committee, with the Debtors' consent, has
selected Gerard A. McHale, Jr., to serve as trustee of the LES
Trust.

Clean and redlined copies of the LandAmerica Amended Plan are
available at http://bankrupt.com/misc/LandAm_AmendedPlan.pdf

Clean and redlined copies of the LandAmerica Amended Disclosure
Statement and the Plan exhibits are available free at:

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

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: PBGC Says Plan Has Inadequate Info on Pensions
-----------------------------------------------------------------
The Pension Benefit Guaranty Corporation contends that the
disclosure statement accompanying LandAmerica Financial Group
Inc.'s Chapter 11 Plan fails to inform creditors of facts that may
affect the value of their claims and therefore, does not provide
adequate information as required by Section 1125 of the Bankruptcy
Code.

The PBGC notes that the Disclosure Statement indicates that the
Cash Balance Plan was underfunded by about $26.8 million as of
June 30, 2009; and that in the event of a distress or involuntary
termination, the PBGC will have claims against the Debtors for
the underfunding and for termination premiums.  However, the PBGC
points out, the Liquidation Analysis attached to the Disclosure
Statement undermines this disclosure and thus could mislead
creditors as to their recovery.

The PBGC says that the assumption probably would be correct if
the Cash Balance Plan were terminated in a standard termination.
But the Cash Balance Plan does not provide that the Debtors will
contribute the funds needed to complete a standard termination,
nor does the Liquidation Analysis appear to account for that
contribution, which by the Debtors' own estimates, should be in
the range of $25 million to $30 million, Merrill D. Boone, Esq.,
in Washington D.C., the PBGC's counsel, points out.

Mr. Boone adds that the Joint Chapter 11 Plan does not identify
the entity that will sponsor the Cash Balance Plan after the
Effective Date of the Plan.  Unless this problem is corrected by
amendment of the Plan, he says, the Disclosure Statement should
disclose that lack of clarity regarding sponsorship might
adversely affect creditors of each of the Debtors, because
termination before the Effective Date might be necessary to
preserve the PBGC's joint and several claims against each of the
Debtors.

Moreover, Mr. Boone says, the Plan has provisions regarding
responsibilities and assets after the Effective Date that appear
to be inconsistent with other Plan provisions.  He cites, among
others, that the liquidating trusts for both LFG and the
Subsidiary Debtors other than LES are defined as having
responsibility for the liquidation and winding up of each
Subsidiary Debtor other than LES and its subsidiaries.

"Apparent inconsistencies, if real, should be eliminated by
amendment of the Plan; and if not, explained in the Disclosure
Statement," Ms. Boone says.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: To Seek Approval of Disc. Statement Oct. 13
--------------------------------------------------------------
Landamerica Financial Group Inc. and its units ask the Bankruptcy
Court to approve the disclosure Statement accompanying the Amended
Joint Chapter 11 Plan it submitted to the Court as containing
adequate information pursuant to Section 1125 of the Bankruptcy
Code.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that under Section 1125, adequate information is
defined as sufficient information that would enable a
hypothetical reasonable investor typical of holders of claims or
interests to make an informed judgment about the Amended Plan.

Moreover, the Debtors urge the Court to (i) fix a voting record
date for purposes of determining which holders of Claims against
the Debtors are entitled to vote on the Amended Plan; (ii)
approve solicitation materials and procedures for distribution of
the Amended Disclosure Statement and the Amended Plan; (iii)
approve the proposed forms of Ballots and establish procedures
for voting on the Amended Plan; and (iv) schedule a hearing and
establish notice and objection procedures with respect of
confirmation of the Amended Plan.

These are the dates proposed by the Debtors:

  * October 13, 2009  -- Voting Record Date

  * October 17, 2009  -- Commencement of Solicitation

  * October 22, 2009  -- Last Day for Debtors to Object
                         to Claims for Voting Purposes

  * October 30, 2009  -- Last Day for Creditors to File
                         a Claimant Voting Motion

  * November 10, 2009 -- Voting Deadline

  * November 10, 2009 -- Confirmation Objection Deadline

  * November 18, 2009 -- Confirmation Hearing

                    Solicitation Package

If the Court approves the Amended Disclosure Statement as
containing adequate information pursuant to Section 1125, the
Debtors propose to distribute to the appropriate creditors the
Confirmation Hearing Notice and solicitation materials, which
include:

  1. A copy of the Disclosure Statement Order;

  2. Either (i) a Ballot, together with a return envelope and
     the Amended Disclosure Statement, together with a copy of
     the Plan and related exhibits, or (ii) a Notice of Non-
     Voting Status, as applicable;

  3. A letter of support from the Official Committee of
     Unsecured Creditors of LandAmerica 1031 Exchange Services,
     Inc., or Official Committee of Unsecured Creditors of
     LandAmerica Financial Group, Inc., if applicable, is to be
     included in the Solicitation Materials for holders of
     claims against Les or LFG; and

  4. Other materials as the Court may direct.

The Court will consider the Disclosure Statement Motion on
October 13, 2009, at 10:00 a.m. Eastern Time.  Objections are due
no later than 4:00 p.m. Eastern Time, on October 8, 2009.

                    Meyerstein Trust Responds

Arnold H. Meyerstein, as trustee of the Meyerstein Trust, relates
that the Disclosure Statement provides for to receive from the
net proceeds of a certain note an initial cash distribution equal
to the lesser of the pro rata share of the Net LES Cash or 70%.
The Meyerstein Trust falls into Class LES 5 Note Exchange
Collectible Claims.  Mr. Meyerstein notes that the Solicitation
Materials to be sent with the Disclosure Statement, however,
include a Support Letter by the Official Committee of Unsecured
Creditors that states, among other things, "The claims of
exchangers whose exchange transaction included a note or similar
instrument as some or all of the consideration will be addressed
on an individualized basis."

According to Kevin R. McCarthy, Esq., in McLean, Virginia, the
Meyerstein Trust understands that the quoted language in the
Support Letter by the LES Committee is more consistent with the
results of mediation affecting note exchangers than the language
of the Disclosure Statement.  In any case, he points out, the
Disclosure Statement language and the Support Letter language
appear to be inconsistent, and this apparent inconsistency should
be clarified.

An additional material defect in the information provided in the
Disclosure Statement and Support Letter in their current forms is
the lack of any provision for a note exchanger like Meyerstein
Trust that wishes to preserves its right to require LES and
successors-in-interest to litigate ownership of the note that the
Meyerstein Trust received as consideration in its transaction and
obtain an adjudicated resolution of the ownership issue in
litigation to which the Meyerstein Trust is a party, Mr. McCarthy
contends.  The Meyerstein Trust understands that nothing in the
1031 Exchange Adversary Case Protocol Order purported to bind
non-parties to the Lead Cases.  Yet the Disclosure Statement
assumes that the results of the Lead Case Litigation at the trial
court level may be used to do just that, Mr. McCarthy says.

In a separate filing, Mr. Meyerstein ask the Court to grant his
counsel, Kevin R. McCarthy, Esq., of McCarthy & White PLLC, leave
to appear by telephone at the October 13 hearing in the Debtors'
cases.

                          The Plan and DS

LandAmerica Financial Group and its affiliates filed with the
Bankruptcy Court an amended joint chapter 11 plan and related
disclosure statement.

The primary purpose of the Plan is to sell substantially all of
the Debtors' assets and to distribute the proceeds to creditors.
General unsecured creditors of LandAmerica 1031 Exchange
Services, Inc. are expected to recover 37.1% of their claims.
Unsecured creditors of LFG will recover 28.3%.  On the
effective date, the stock of the Debtors will be cancelled and
equity holders won't receive anything.

A liquidating trust for each Debtor will be created to prosecute
the legal causes of action held by the Debtors, and to administer
the liquidation and distribution of the assets to creditors.

The official committees of unsecured creditors for LFG Inc. and
LandAmerica 1031 Exchange Services, Inc. support confirmation of
the Plan and urge all holders of claims whose votes are being
solicited to accept the Plan.  Voting deadline is on November 10.

The Bankruptcy Court is expected to begin hearings to consider
confirmation of the Plan on November 18.

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

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

A copy of the Disclosure Statement, which details the terms of the
Amended Plan, is available for free at:

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

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Various Parties Object to Plan Outline
---------------------------------------------------------
Several of LandAmerican Financial Group Inc. and its affiliates'
creditors filed objections to the Court voicing out their
opposition to both the Original and Amended Joint Chapter 11 Plan
of Reorganization:

(a) Matthew B. Luxenberg

Matthew B. Luxenberg, Trustee of the Matthew B. Luxenberg
Revocable Family Trust dated May 28, 1998 and a Type A Test Case
Plaintiff, opposes the Original and Amended Disclosure Statements
on the basis that the Debtors filed and served the Amended
Disclosure Statement, a 409-page document, at 10:00 p.m. on a
Friday night with the objection deadline set for 4:00 p.m. the
subsequent Monday.  Despite best efforts, Mr. Luxenberg says,
that timeline does not provide sufficient time for counsel to (i)
analyze the Amended Disclosure Statement in comparison with the
Original Disclosure Statement; (ii) review the new Exhibits filed
with the Amended Disclosure Statement; (iii) determine whether
any of the comments provided by the Debtors on the Original
Disclosure Statement were incorporated into the Amended
Disclosure Statement; and (iv) consult with him regarding the new
documents.

Mr. Luxenberg subsequently cites that the Second Disclosure
Statement Notice sets forth a new objection deadline of
October 8, 2009, at 4:00 p.m., which seemed reasonable in light of
the late filing of the Amended Disclosure Statement.  However,
counsel for Luxenberg learned after 3:00 p.m. on October 5, 2009,
that the Debtors are taking the position that the new deadline is
applicable only to certain other documents filed by the Debtors
on October 2, 2009, and the deadline of October 5, 2009, at
4:00 p.m. is still applicable to the Amended Disclosure Statement.

Moreover, Mr. Luxenberg tells the Court that the Amended
Disclosure Statement, as currently drafted, will not be read or
understood by the overwhelming majority of LES creditors.  He
notes that exclusive of exhibits, the Amended Disclosure
Statement is 136 pages long.

(b) Angela M. Arthur, et al.

Angela M. Arthur, as Trustee of the Arthur Declaration of Trust
dated December 29, 1988; Leapin Eagle LLC, a limited liability
company; Vivian R. Hays; Denise J. Wilson; Gerald R. Terry; Ann
T. Robbins; and Jane T. Evans, urge the Court to decline, under
Section 1125 of the Bankruptcy Code, to approve the Amended
Disclosure Statement as it fails to satisfy the requirements of
"adequate information."

The Objecting Parties assert that the Amended Plan, if approved,
would not impose a permanent injunction that is not only
unconscionably and illegally broad in scope, but would also
mandate that unsecured creditors, including them and all
Commingled Exchangers, consent to the injunction against their
third party claims in order to participate in any distribution of
their own exchange funds under the Plan.

The Amended Disclosure Statement, characterizing the permanent
injunction against third party claims as a "channeling"
injunction, is false and misleading, the Objecting Parties argue.
They contend that a channeling injunction appears in a context
where the claims of creditors are to be fully paid and the debtor
seeks to control the fund from which payment will occur.

The Objecting Parties further assert that the Amended Disclosure
Statement relating to "Other Litigation" is inadequate because it
does not disclose that a potential claim against officers and
directors based on their decision to purchase Auction Rate
Securities is patently inconsistent with its proposed ARS
litigation against SunTrust and Citibank.  The Amended Disclosure
Statement, they add, does not discuss the impact of judicial
estoppel.

The Objecting Parties also argue that the Amended Disclosure
Statement is inadequate because it provides no facts or
justification for a broad injunction and release of liability to
postpetition professionals, including attorneys, and fails to
explain how or why a release, injunction and exculpation is
necessary to effectuate the plan of reorganization.

(c) Grunstead Family Limited Partnership

The Grunstead Family Limited Partnership asserts that the Amended
Disclosure Statement is incomplete in its discussion regarding
pending litigation to which LES is a party.  It omits any
reference whatsoever to the status and disposition of
approximately 100 adversary proceedings, including the Grunstead
Adversary Proceeding, filed since the Petition Date by Section
1031 tax free exchangers, the Partnership points out.

The Grunstead Partnership contends that to the extent the Debtors
seek to justify a non-disclosure on any notion that the Grunstead
Adversary Proceeding or the entire universe of Exchanger
Adversary Proceedings is not material to the overall scheme of
the Amended Plan and its confirmation, feasibility and
implementation, then the Debtors should be required to so state
in the Amended Disclosure Statement, with a brief explanation as
to why the universe of those pending Adversary Proceedings is
non-material.

(d) William McIllwaine

William McIllwaine Thompson, Jr. as Trustee of the W.M. Thompson,
Jr. Revocable Trust, asserts that the Amended Disclosure
Statement fails to discuss the terms of an intertrust agreement
between the LES Trust and the LFG Trust which is to govern how
the two trusts will cooperate.  In particular, Mr. McIllwaine
says, the Amended Disclosure Statement fails to discuss what
steps, if any, will be taken if the LFG Trust or the LES Trust is
not able to effectively prosecute an action against the officers
and directors of LFG or LES because of defenses raised by
insurance companies or others which may delay or preclude the
effective prosecution of the action.  The Amended Disclosure
Statement also fails to discuss steps to ensure that if the LFG
Trust or the LES Trust is unable to effectively prosecute the
action, the applicable statutes of limitations will not expire
before the Exchangers can bring actions on their own behalf, he
notes.

(e) Harvey Family Limited Partnership

The Harvey Family Limited Partnership asserts that the Disclosure
Statement lacks adequate information because (1) it does not
accurately reflect the terms agreed upon by the parties at a
mediation with regard to the treatment of the Harvey Family or
other individuals who considered completing like-kind exchange
transactions with LES involving promissory notes; (2) it does not
inform the Harvey Family why it is "substantially similar" to the
other claims or interests in its class as required by Section
1122 of the Bankruptcy Code; and (c) it does not provide, a
mechanism for the Harvey Family to pursue, through litigation or
otherwise, its ownership and property interests in the entirety
of the Note and the Note Payments.

(f) Paul Busse, et al.

In separate filings, Paul Busse; and Anne Martin and Paul Hoffman
assert that the Disclosure Statement does not contain information
sufficient to make a informed decision as to whether or not to
vote yes or no on the Plan.

The Objectors note that the Disclosure Statement contains
wonderful sounding platitudes and notions about 'waterfalls' and
'payouts' and 'sharing of proceeds.'  "These are only words, not
projections or mathematical predictions," the Objectors contend.
"Nothing is quantified, not even in a wide range of figures."

"These words give a false impression as to what an exchanger
might be getting," Mr. Busses says.

Ms. Martin and Mr. Hoffman also assert in a separate filing that
the Disclosure Statement should not be approved or voted upon
until full and complete and full disclosure is made of any Plan
deficiencies.  Among others, they assert that the Disclosure
Statement should disclose each and every claims held by LES and
LFG against its officers and directors, and each and every claim
held by the 1031 Exchangers against the LES and LFG Officers and
Directors.  They also request that Clarkson McDow, the U.S.
Trustee object to the "exculpation and channeling" clauses under
the Plan as being against public policy in the Debtors' cases.

(g) Louis J. De Maio, Esq.

Louis J. De Maio, Esq. seeks a provision in the Plan that the
allocation and distribution of any and all assets payable to the
Internal Revenue Service under Claim No. 368 and Claim No. 154 be
first applied to Claim No. 2326 in the full amount of
$22,278,233.

Mr. De Maio also seeks a provision in the Plan that any assets
allocated and distributed to IRS under Claim Nos. 368 and 154,
after the proceeds have been paid to his Claim No. 2326, be paid
in satisfaction of the refund due to him in his pending claim for
the federal income tax return for 2007.

Mr. De Maio is a former career attorney with the IRS Estate and
Gift Tax Division.

(h) John Chiang, Controller of the State of California

John Chiang, Controller of the State of California, complains
that the Disclosure Statement omits even the most basic
information necessary to evaluate whether to object to the Plan's
treatment of Intercompany Claims, and the Disclosure Statement
Motion proposes an overly aggressive timeline for objections to
confirmation that forecloses any meaningful review of
Intercompany Claims, particularly in the event that additional
affiliates of the Debtors file for Chapter 11 relief before the
Voting Deadline.

Accordingly, the Controller asks the Court to deny the Disclosure
Statement Motion; order the Debtors to come forward with adequate
information concerning Intercompany Claims; and extend the
timeline for objections to confirmation to allow the Controller
and other claimholders to investigate and object to Intercompany
Claims.

(i) Chino Spectrum Center LLC, et al.

Chino Spectrum Center LLC, Chino Wings, LLC, NMC Summit, LLC,
Tower Summit Colorado, LLC, Westminster Peak L.P., and
Westminster Summit, L.P. assert that the Amended Disclosure
Statement should not be approved because it fails to contain
adequate information as required by Section 1125.  While the
Debtors have already made numerous corrections to the original
documents, the Chino Objectors maintain that the Debtors should
make additional changes to clarify certain critical disclosure
points.  Otherwise, parties entitled to vote would not receive
adequate information regarding the Plan before it is sent to
creditors for the purpose of soliciting votes to accept or reject
the plan.

In a separate filing, the Chino Entities ask the Court to grant
their counsel, Robert Friedman, Esq. of Kelly Drye & Warren LLP
leave to appear by telephone at the October 13 hearing in the
Debtors' cases.

(j) Others

In separate filings, Tracy A. Ralphs, Ming C. Wong, David Chen of
DCRE Investments LLC, Roy and Susan Tanaka, and Rossanna
Passantino, all individual 1031 exchangers, also voiced out their
objections to the Court with respect to the Original and Amended
Plan and Disclosure Statement.

Messrs. Ralphs, Wong and Chen object to the "exculpation clause"
as insofar as it releases Akin Gump, as counsel to the LES
Committee for any ordinary negligence.  They assert that the
clause is far too vague and general.

Messrs. Ralphs, Wong and Chen further object to any of the
current LES Committee Member to be assigned to the LES Trust,
asserting that they have not adequately fulfilled their duty to
the 1031 exchangers by not keeping the exchangers as claim
holders informed of the progress in the Debtors' cases.  Instead,
they inform the Court that these Exchangers have been nominated
and have accepted the nomination to be on the new LES Liquidating
Trust Committee:

  * Dr. Lorinda Price, Pediatrician, Florida
  * Col. Tracy Ralphs, Ret. US Army, Virginia
  * David and Deena Chen, investors, California
  * John Corrado, mechanical engineer (ret.), California
  * Robert Ritchie, investor, Virginia
  * Peter Schonberger, physicist, New York
  * W. McIlwaine "Mac" Thompson, attorney, Virginia
  * Marilyn Wallach, spouse of exchanger Kurt Wallach, Florida

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LAUREATE EDUCATION: Bank Debt at 8% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Laureate
Education, Inc., is a borrower traded in the secondary market at
91.88 cents-on-the-dollar during the week ended Oct. 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.67
percentage points from the previous week, The Journal relates.
The loan matures on Aug. 17, 2014.  The Company pays 325 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B1 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 9,
among the 155 loans with five or more bids.

Laureate Education, Inc., is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with 26 institutions in 15
countries, offering academic programs to about 311,000 students
through 74 campuses and online delivery.  Laureate offers a broad
range of career-oriented undergraduate and graduate programs
through campus-based universities located in Latin America,
Europe, and Asia.  Through online universities, Laureate offers
the growing population of non-traditional, working-adult students
the convenience and flexibility of distance learning to pursue
undergraduate, master's and doctorate degree programs in major
career fields including engineering, education, business, and
healthcare.  Laureate had revenues of approximately $1.4 billion
in fiscal 2007.


LEAR CORP: Bank Debt Trades at 7.58% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Lear Corporation
is a borrower traded in the secondary market at 92.42 cents-on-
the-dollar during the week ended Oct. 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.42 percentage points
from the previous week, The Journal relates.  The loan matures on
March 29, 2012.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among widely quoted syndicated loans in secondary trading
in the week ended Oct. 9, among the 155 loans with five or more
bids.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEARNING CARE: S&P Junks Corporate Credit Rating From 'B-'
----------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Learning Care Group (US) Inc. to 'CCC+' from 'B-'.  The
rating outlook is negative.

In addition, S&P lowered the issue-level rating on Learning Care's
$215 million senior secured credit facility to 'CCC+' (at the same
level as the 'CCC+' corporate credit rating on the company) from
'B-'.  The recovery rating on this debt remains unchanged at '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
for lenders in the event of a payment default.

Novi, Michigan-based Learning Care is the second-largest provider
of early childhood education and child care in the U.S. Total debt
was $294 million as of June 30, 2009.

"The ratings downgrade reflects Standard & Poor's concern that
Learning Care's weakening operating performance, slightly negative
discretionary cash flow, thin interest coverage, and rising debt
leverage could threaten its ability to comply with bank debt
covenant levels over the next year," explained Standard & Poor's
credit analyst Hal Diamond.

The company had a thin margin of compliance with its total
leverage covenant as of June 30, 2009, which steps downs quarterly
beginning Dec. 31, 2009.  S&P expects that the company's cost
reductions, which its banks add back to EBITDA in calculating the
financial covenants, will not be sufficient to offset revenue
declines.  S&P believes that the company will need an amendment
and may not be able to absorb a potentially significant increase
in interest rates, which could accompany an amendment under
current market conditions.

During the fiscal fourth quarter ended June 30, 2009, revenue and
EBITDA (before international royalty and restructuring expenses)
declined 9.1% and 13.6%, respectively, as lower enrollments and
utilization rates more than offset tuition rate increases.  S&P is
concerned that rising unemployment will continue to undermine the
company's profitability despite cost-cutting efforts.  Also,
Learning Care derives 22% of its revenues from state-subsidized
programs, and S&P is concerned that strained state budgets will
negatively affect these funds.  Revenue visibility is limited, as
customers pay tuition only one week in advance, and often give
minimal advanced notice of withdrawing their children from center
services, hampering the company's ability to plan further cost
reductions.

For the fiscal year ended June 30, 2009, lease-adjusted debt to
EBITDA was high, at slightly over 7.8x (unadjusted 5.5x), versus a
pro forma level of roughly 6.0x at the time of the company's June
2008 leveraged buyout.  Lease-adjusted EBITDA coverage of interest
expense declined to 1.3x from 2.3x over the same period.
Discretionary cash flow was a deficit of roughly $3 million in
fiscal 2009, as a result of weak profitability and cash
restructuring costs, requiring a drawdown of cash balances to fund
debt maturities.  S&P believes that revenue and EBITDA will remain
under pressure in the near term, and that negative discretionary
cash flow could potentially increase in fiscal 2010.


LEHMAN BROTHERS: To Auction Art Collection on November 1
--------------------------------------------------------
Lehman Brothers Holdings Inc. is scheduled to auction off its art
collection on November 1, 2009.  Lindsay Pollock at Bloomberg News
says the 283-lot sale is estimated to tally up to $760,800 -- part
of an estimated $1.1 million in artworks the bank is hawking this
fall and winter.  Bloomberg relates that the artworks are expected
to sell at a discount, and works priced at less than $10,000 are
being sold without a floor price.  Bloomberg notes that Lehman is
facing as much as $250 billion in claims.

The sale includes Roy Lichtenstein's 1982 homage to the Statue of
Liberty, "I Love Liberty," expected to fetch as much as
$25,000.  Appealing flower drawings and monotypes by Michael
Mazur, whose works are owned by many American museums, is priced
about $500.  A black-and-white photograph by Joel Greenberg,
"Brooklyn Bridge, Night," is estimated to sell for between $300
and $500.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEVI STRAUSS: Posts $40.7MM Net Income for August 30 Quarter
------------------------------------------------------------
Levi Strauss & Co. posted lower net income of $40,703,000 for the
three months ended August 30, 2009, from net income of $69,165,000
for the three months ended August 24, 2008.  The Company also
posted lower income of $84,644,000 for the nine months ended
August 30, 2009, from net income of $166,973,000 for the nine
months ended August 24, 2008.

Levi Strauss recorded net revenues -- consisting of net sales and
licensing revenue -- of $1,040,400,000 for the three months ended
August 30, 2009, from $1,110,793,000 for the three months ended
August 24, 2008.  The Company booked net revenues of
$2,896,382,000 for the nine months ended August 30, 2009, from
$3,129,998,000 for the nine months ended August 24, 2008.

The Company's reported results reflected the challenging global
economy and the adverse effect of currency exchange rates compared
to the prior year.  Net revenues declined 6% for the quarter.  On
a constant currency basis, net revenues decreased 2%.  Global
revenues for the Levi's(R) brand increased on a constant currency
basis compared to the same period last year.

"It was a productive quarter in light of the tough market
conditions worldwide," said John Anderson, president and chief
executive officer.  "We invested in our business by completing two
acquisitions during the past three months.  We are effectively
managing our balance sheet and controlling costs.  And sales of
the Levi's(R) brand improved.  Our teams are focused on strategies
that we believe will build our brands, strengthen our
competitiveness and drive future growth.  This includes expanding
our retail operations and further leveraging the efficiencies and
diversity of our global footprint.  We'll also concentrate our
investments in the geographic markets that offer the greatest
potential for return, and on market-leading innovations that will
create great new products."

As of August 30, 2009, the Company had $2,824,062,000 in total
assets against $3,131,022,000 in total liabilities and $1,146,000
in temporary equity, resulting in $308,106,000 in stockholders'
deficit.

As of August 30, 2009, the Company had cash and cash equivalents
totaling roughly $171.7 million, resulting in a net liquidity
position (unused availability and cash and cash equivalents) of
$386.1 million.

In the first quarter of 2009, the Company decided to close its
manufacturing facility in Hungary.  This closure will result in
the elimination of the jobs of approximately 549 employees through
the fourth quarter of 2009.  Charges in 2009 include estimated
severance costs and an asset impairment charge reflecting the
write-down of building, land and some machinery and equipment to
their estimated fair values.  The Company expects to incur
additional restructuring charges related to this initiative of
approximately $1.6 million, principally related to additional
facility closure costs, which will be recorded as they are
incurred.

The Company's prior reorganization initiatives include
organizational changes and distribution center closures in 2003-
2008, primarily in Europe and the Americas.  The restructuring
liability at August 30, 2009, of $4.2 million, primarily consists
of lease loss liabilities.  The Company does not expect to incur
significant future additional restructuring charges related to
these prior reorganization initiatives.

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?46be

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

As reported by the Troubled Company Reporter on April 29, 2009,
Moody's Investors Service affirmed Levi Strauss' Corporate Family
and Probability of Default ratings at B1 and also continued its
positive outlook on the company's ratings.  Levi Strauss continues
to carry Fitch Ratings' 'BB-' Issuer Default Rating.


LEWIS EQUIPMENT: Can Access Frost Cash Collateral until October 18
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, on an interim basis, Lewis Equipment Company, Inc.,
and its debtor-affiliates to:

   -- access cash securing repayment of loan with Frost National
      Bank until Oct. 18, 2009; and

   -- grant adequate protection to Frost.

A final hearing on the cash collateral motion is set for Oct. 14,
2009, at 10:30 a.m.

The Debtors are authorized to use cash collateral only to pay the
operating expenses of the Debtors that are the approved expenses
listed in the budget within a 10% variance of the amounts set
forth on the budget.

The lender and the Debtors are parties to a $10,000,000 Working
Capital Borrowing Base Line of Credit and $20,000,000 Equipment
Bridge Borrowing Base Line of Credit.

The Debtors will grant the lender a first-priority postpetition
security interest in all cash collateral and all proceeds thereof.
In addition, Frost is granted a superpriority administrative
expense claim.

The Debtors' authority to use cash collateral will terminate upon
the earlier of the hearing on the motion to enter final order
authorizing Debtors' use of cash collateral or until the later
date and time that is agreed to by lender in writing and
without further notice or order.

                       The FWISD Objects

The Fort Worth Independent School District, a subdivision of the
State of Texas authorized to levy and assess ad valorem taxes on
the value of property located within its taxing jurisdiction as of
January 1 of each tax year, filed its objection to the Debtors'
cash collateral motion to ensure that the Debtors do not intend to
grant Frost liens with priority over the FWISD's first priority
statutory liens.

The FWISD requested the Court that any order entered on the motion
clarify that the FWISD's liens will continue to attach to Debtors'
property in the same priority, validity, and extent as they
attached to Debtors' property as of the petition date.

                  About Lewis Equipment Company

Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates
a construction business.  The Company and its affiliates filed for
Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785
to 09-45814).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$100,000,001 to $500,000,000.


LEWIS EQUIPMENT: Wants to Sell Tower Cranes to Southwest Shipyards
------------------------------------------------------------------
Lewis Equipment Company, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Texas for
authority to sell two tower cranes and related equipment to
Southwest Shipyards, L.P., free and clear of liens, claims,
interests, and encumbrances.

The Debtors relate that part of its interim reorganization
strategy is to liquidate excess equipment in an orderly fashion,
in order to maximize the value thereof.  To that end, the Debtors
secured a sale of certain equipment to Southwest, pursuant to the
Equipment Sales Agreement dated Oct. 1, 2009.  In addition to the
proposed sale, the Debtors would provide various services to
Southwest, including erecting the tower cranes the subject of the
proposed sale, and dismantling non-Lewis cranes presently on site.

Southwest will pay $500,000.  One half of the purchase price is
payable and due prior to shipment of the subject equipment, and
the other hand is due after erection of the subject equipment.
Additionally, Southwest would pay the Debtors for various other
items related to the subject equipment, including sales tax,
freight, remote controls, etc.

Separately, Southwest would pay the Debtors $281,650 for services
related to erecting the Subject Equipment, including engineering
services, foundation design, erection services, and dismantling
services.

                  About Lewis Equipment Company

Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates
a construction business.  The Company and its affiliates filed for
Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785
to 09-45814).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$100,000,001 to $500,000,000.


LIGHTHOUSE FINANCIAL: Wants to Use CapitalSource Cash Collateral
----------------------------------------------------------------
Lighthouse Financial Group, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy for the Middle District of Florida for
permission to:

   -- use cash collateral in which CapitalSource Finance, LLC, and
      various subordinated debtholders have an interest; and

   -- provide replacement liens to CapSource and the SubDebt
      Holders as adequate protection.

The Debtors require immediate access to the cash collateral to
continue it business enterprises as a going concern and the
reorganization of financial aspects of business entities.

The Debtors relate that CapSource will assert duly perfected and
valid liens encumbering the cash collateral or portions of same in
the approximate amount of $3,851,156.  In addition, the Debtors
owe the SubDebt Holders $5,319,905 pursuant to a loan and security
agreements and amendments.  The Debtors believe, however, the
security interests of the SubDebt Holders are subject to avoidance
pursuant to Bankruptcy Code, and other applicable law.

In addition to the secured indebtedness, the Debtors owe
additional sums to unsecured trade creditors as of the Petition
date.

                       CapitalSource Objects

CapitalSource Finance LLC, in its capacity as the prepetition
senior, secured lender to certain of the Debtors objected to the
Debtors' cash collateral motion relating that:

   a. the Debtors have not presented any evidence of adequate
      protection, a cash forecast or budget, any valuation of the
      Debtors' collateral, or a proposed form of interim order;
      and

   b. the non-obligor Debtors must be prohibited from using any
      cash collateral as the non-obligor Debtors are not party to
      the credit agreement or the other loan documents, and the
      prepetition senior lender does not have a lien on any of the
      non-obligor Debtors' assets.

                 About Lighthouse Financial Group

Tampa, Florida-based Lighthouse Financial Group, Inc., and its
affiliates filed for Chapter 11 on Sept. 14, 2009 (Bankr. M.D.
Fla. Case Nos. 09-20530 to 09-20603).  In its petition, the Debtor
listed assets and debts both ranging from $10,000,001 to
$50,000,000.


LINDA SMITH: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Linda Smith
        741 Howard Ave
        Carson, CA 90746

Bankruptcy Case No.: 09-37350

Chapter 11 Petition Date: October 7, 2009

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

Judge: Alan M. Ahart

Debtor's Counsel: Perfisity Mcghee, Esq.
                  Po Box 8040
                  Inglewood, CA 90308-8040
                  Tel: (310) 649-4117

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

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

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

             http://bankrupt.com/misc/cacb09-37350.pdf

The petition was signed by Ms. Smith.


LITHIUM TECHNOLOGY: Incurs $3-Mil. Net Loss in 2nd Quarter
----------------------------------------------------------
Lithium Technology Corporation filed with the Securities and
Exchange Commission on Friday its quarterly reports for the period
ended Jun 30, 2009, and March 31, 2009.

Lithium Technology reported a net loss of $3,048,000 on products
and services sales of $1,758,000 for the second quarter ended June
30, 2009, compared with a net loss of $5,343,000 on products and
services sales of $1,728,000 for the same period in 2008.

For the six months ended June 30, 2009, the Company reported a net
loss of $5,582,000 on sales of $3,080,000, compared with a net
loss of $1,822,000 on sales of $2,296,000 in the corresponding
period of 2008.

For the six months ended June 30, 2009, the Company reported a net
loss of $5,582,000 on sales of $3,080,000, compared with a net
loss of $1,822,000 on sales of $2,296,000 in the corresponding
period of 2008.

Lithium reported a net loss of $2,534,000 on products and services
sales of $1,322,000 for the first quarter ended March 31, 2009,
compared with net income of $3,521,000 on products and services
sales of $568,000 for the same period in 2008.

The Company attributes the increase in sales for both the six
months and three months ended June 30, 2009, to increased sales
efforts and fruition of some projects the Company is involved
with.

Loss from operations was $2,110,000 for the three months ended
June 30, 2009, as compared to loss from operations of $2,979,000
in the comparable period last year.  Loss from operations was
$4,915,000 for the six months ended June 30, 2009, compared with
loss from operations of $6,504,000 in the corresponding period of
2008.

For the three months ended June 30, 2009, and 2008, the Company
recognized losses of $4,000 and $2,344,000, respectively, related
to changes in fair value of the warrants.  For the six-month
period ended June 30, 2009, the Company recognized a gain from
changes in fair value of warrants in the amount of $143,000, as
compared to a gain of $8,423,000 in the six month period ended
June 30, 2008.

At June 30, 2009, the Company's consolidated balance sheet showed
$9,677,000 in total assets and $26,205,000 in total liabilities,
resulting in a $16,528,000 stockholders' deficit.

The Company's consolidated balance sheet at June 30, 2009, also
showed strained liquidity with $2,739,000 in total current assets
available to pay $15,528,000 in total current liabilities.

Full-text copies of the Company's consolidated financial
statements for the second quarter ended June 30, 2009, are
available for free at http://researcharchives.com/t/s?46c1

Full-text copies of the Company's consolidated financial
statements for the first quarter ended March 31, 2009, are
available for free at http://ResearchArchives.com/t/s?46d4

                      Going Concern Doubt

The June 11, 2009 audit report of Amper, Politziner & Mattia LLP,
in Edison, New Jersey, raised substantial doubt about the
Company's ability to continue as a going concern.  The Company
posted a net loss of $6,414,000 for the year ended December 31,
2008, from a net loss of $24,391,000 in 2007.

As of December 31, 2008, the Company had total assets of
$11,107,000, and total liabilities of $21,897,000, resulting in
stockholders deficit' of $10,790,000.

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation (OTC: LTHU) -- http://www.lithiumtech.com/-- is a
global manufacturer and provider of rechargeable energy storage
solutions for diverse applications.  The Company designs and
builds a limited amount of large format, cylindrical lithium-ion
(Li-ion) rechargeable cells and engineers and builds lithium-ion
(Li-ion) rechargeable batteries complete with battery management
systems for use in transportation, military/national security and
stationary power markets.  LTC also manufactures its own unique
large format, cylindrical cells.


LIZ CLAIBORN: JC Penney Deal Won't Affect Moody's 'B2' Rating
-------------------------------------------------------------
Moody's Investors Service said Liz Claiborne Inc.'s announcement
that it has entered into long term licensing agreements with JC
Penney Company Inc. for the Liz Claiborne and Claiborne brands and
with QVC Inc. for the Liz Claiborne New York, designed by Isaac
Mizrahi does not have an immediate impact on the company's B2
Corporate Family Rating which is currently under review for
possible downgrade.

Moody's last rating action on Liz Claiborne was on August 13,
2009, when the company's Corporate Family Rating was lowered to B2
from Ba3 and placed on review for further possible downgrade.

Liz Claiborne Inc. is a designer and distributor of apparel and
related accessories under brands including Liz Claiborne, Mexx,
Juicy Couture, Lucky Brand, and Kate Spade.


LNR PROPERTY: Bank Debt Trades at 24.6% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which LNR Property
Corporation is a borrower traded in the secondary market at 75.40
cents-on-the-dollar during the week ended Oct. 9, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.60 percentage points
from the previous week, The Journal relates.  The loan matures on
July 11, 2011.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

LNR Property Corporation -- http://www.lnrproperty.com/-- is a
real estate investment and management company spun off from
homebuilding giant Lennar in 1997.  LNR owns and manages a
portfolio of real estate properties and real estate finance
investments (unrated and junk-grade commercial mortgage-backed
securities and collateralized debt obligations, high-yield
mortgage loans, and mezzanine financing).  Its LandSource
Communities Development joint venture with Lennar develops and
sells homes as well as land for residential or commercial use; it
owns Newhall Land and Farming.  LandSource declared bankruptcy in
2008, a victim of the housing downturn.  LNR is a subsidiary of
Cerberus Capital Management, which owns a 75% stake in the company
through LNR Property Holdings.

As reported by the Troubled Company Reporter on Sept. 18, 2009,
Moody's Investors Service downgraded the ratings of LNR Property
Corporation's senior bank credit facility and corporate family
rating to B3 from B2, and placed the ratings under review for
possible downgrade.  The downgrade 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 and the credit markets.


LODGIAN INC: Says Crowne Plaza and Merrill Lynch Loans in Default
-----------------------------------------------------------------
Lodgian Inc. disclosed in a filing with the Securities and
exchange Commission that on Oct. 2, 2009, it failed to reach an
agreement with the special servicer of $45.6 million of its
mortgage indebtedness scheduled to mature on July 1, 2009, and is
now in default on this debt.

The maturity date of the debt was extended from July 1, 2009, to
Oct. 1, 2009, pursuant to two previous short-term extensions.  The
mortgage indebtedness, which was originated in June 2004 by
Merrill Lynch and securitized in the collateralized mortgage-
backed securities market, is referred to by the Company as Merrill
Lynch Fixed Rate Pool No. 3 and is secured by six hotels.

The Company also stopped servicing $16.3 million of its mortgage
indebtedness secured by the Crowne Plaza in Worcester,
Massachusetts.

                  Merrill Lynch Fixed Rate Pool 3

The Merrill Lynch Fixed Rate Pool 3, with a principal balance of
$45.6 million, matured on Oct. 1, 2009.  The loan bears interest
at a fixed rate of 6.58%, is secured by six hotels, and is non-
recourse to the company.  Cash flow from the hotels securing this
pool is insufficient to meet the related debt service obligations.
The trailing twelve month aggregate Net Operating Income for the
underlying properties was $2.4 million, while annual debt service
is approximately $4.0 million.

The company in discussions with the lender regarding extension and
modification of the loan; however, no agreement has been reached
at this time.  The loan is now in default and the lender may
accelerate repayment of the loan and begin foreclosure
proceedings, although it has not yet done so.  If no agreement is
reached, the company intends to return the hotels to the lender in
full satisfaction of the debt.

                      Crowne Plaza Worcester

On a trailing twelve month basis, the cash flow from the Crowne
Plaza in Worcester was not sufficient to service the debt on the
property.  As a result, the company did not make the required debt
service payment on Sept. 11, 2009.  The company is now in default
on this loan, and the lender may accelerate repayment of the loan.

The hotel is encumbered by a $16.3 million, fixed-rate CMBS
mortgage that bears interest at 6.04%. The mortgage matures in
February 2011, and is non-recourse to the company.  Annual debt
service on the mortgage is approximately $1.3 million, while the
trailing twelve month NOI for the property was $0.6 million.  The
company does not expect further negotiation with the special
servicer and intends to convey the hotel to the lender in lieu of
repayment.

In addition, the Company is conducting an on-going review of its
remaining portfolio and may determine to convey additional hotels
securing certain indebtedness to the lenders in the future.  The
Company continues to focus on reducing costs, both within the
corporate office and in the field.  These cost reductions include
corporate overhead initiatives anticipated to result in
approximately $1.5 million of annualized reductions in 2009 and
cost reductions in the field anticipated to result in annualized
cost reductions of $3.7 million in 2009.

                        About Lodgian Inc.

Lodgian Inc. -- http://www.lodgian.com/-- is one of the nation's
largest independent hotel owners and operators.  The Company
currently owns or manages a portfolio of 38 hotels with 7,078
rooms located in 22 states.  Of the company's 38-hotel portfolio,
18 are InterContinental Hotels Group brands (Crowne Plaza, Holiday
Inn, Holiday Inn Select and Holiday Inn Express), 12 are Marriott
brands (Marriott, Courtyard by Marriott, SpringHill Suites by
Marriott, Residence Inn by Marriott and Fairfield Inn by
Marriott), two are Hilton brands, and five are affiliated with
other nationally recognized franchisors including Starwood,
Wyndham and Carlson.  One hotel is an independent, unbranded
property, which is currently closed and held for sale.


MAINLINE CONTRACTING: Wants Access to Cash Securing BB&T Loan
-------------------------------------------------------------
Mainline Contracting, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for authority to use cash
collateral to make payment of its ordinary operating expenses
including payroll, rent, and job associated expenses.

The Debtor relates that Branch Banking and Trust Company claims to
be owed $2.9 million on the line of credit.  BB&T also has an
equipment loan on which $12.2 Million is owed.

The Debtor granted a security interest in its accounts receivable
to Branch Banking and Trust in connection with a line of credit.

The Debtor estimates that its cash collateral is valued in excess
of the obligation it secures for BB&T.

                           BB&T Objects

Branch Banking and Trust Company, a secured creditor, through its
counsel, Howard, Stallings, From & Hutson, P.A., objected to the
Debtor's cash collateral motion relating that (a) it does not
consent to the Debtor's use of its cash collateral or the a lien
on Debtor's Borrower Investor's Deposit Account ending 7975; and
(b) it must be provided adequate protection for the Debtor's use
of cash collateral.

                     About Mainline Contracting

Durham, North Carolina-based Mainline Contracting, Inc., operates
a construction company.  The Company filed for Chapter 11 on Sept.
15, 2009 (Bankr. E.D.N.C. Case No. 09-07927).  Everett Gaskins
Hancock & Stevens, LLP, represents the Debtor in its restructuring
effort.  In its schedules, the Debtor listed total assets of
$23,027,505 and total liabilities of $33,280,644.


MARGAUX WESTOVER: Files for Chapter 11, Blames Economic Woes
------------------------------------------------------------
Margaux Westover Partners, Ltd. president and general partner Don
Silverman has "reluctantly" filed for Chapter 11 bankruptcy
protection, Sandra Baker at Star-Telegram reports.  Margaux
Westover listed $10 million to $50 million in liabilities, against
$10 million to $50 million in assets.

A related group, Margaux 24 North Partners, also filed for Chapter
11 bankruptcy protection, listing $1 million to $10 million in
assets and $1 million to $10 million in liabilities.

According to Star-Telegram, Mr. Silverman blames the economy for
Margaux's bankruptcy filing.  The report says that Margaux is
trying to reorganize a couple of its real estate partnerships,
including one that owns the Westover Village shopping center in
Fort Worth.  Margaux Westover leased 10 acres of the property to
Chesapeake Energy Co. this year, but there has been no other
movement on a planned shopping center for the site, Star-Telegram
says, citing Mr. Silverman.

Star-Telegram relates that Amegy Bank posted the 22.94-acre site
for foreclosure the day the bankruptcy cases were filed.

Dallas, Texas-based Margaux Westover Partners, Ltd., owns the 35-
acre Westover Village at the southeast corner of Green Oaks Road
and Texas 183.  The Company also owned the almost 70 acres of land
north of Ridgmar Mall since 2005.  The Company is also developing
the 250,000-square-foot Parkwood Shopping Center at the southwest
corner of North Tarrant Parkway and U.S. 377 in north Fort Worth.


MARK HILL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: Mark W. Hill
               Lori A. Hill
               1151 W. Deborah Street
               Upland, CA 91784

Bankruptcy Case No.: 09-33877

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Sheri Bluebond

Debtors' Counsel: Stephen R. Wade, Esq.
                  The Law Offices of Stephen R. Wade
                  400 N Mountain Ave Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  Email: dp@srwadelaw.com

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

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

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

            http://bankrupt.com/misc/cacb09-33877.pdf

The petition was signed by the Joint Debtors.


MARTENSE NEW YORK: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Martense New York Inc.
        3317 Avenue N
        Brooklyn, NY 11234

Bankruptcy Case No.: 09-48910

Chapter 11 Petition Date: October 9, 2009

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

Judge: Carla E. Craig

Debtor's Counsel: Kevin J. Nash, Esq.
                  Goldberg Weprin Finkel Goldstein LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  Email: KJNash@finkgold.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 $6,730,452,
and total debts of $7,999,262.

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

            http://bankrupt.com/misc/nyeb09-48910.pdf

The petition was signed by Yehuda Nelkenbaum, president of the
Company.


MDWERKS INC: Chris Phillips Steps Down as Director
--------------------------------------------------
MDwerks, Inc., on October 6, 2009, received a letter of
resignation from Chris Phillips, dated September 28, resigning as
of the date of the letter as a Director of the Company, a position
he had held since April 24, 2008.  There were no disagreements
with the registrant on any matter relating to the registrant's
operations, policies, or practices.

Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK)
-- http://www.mdwerks.com/-- provides healthcare professionals
with automated electronic insurance claims management solutions
and advance funding of medical claims.

MDwerks's balance sheet at June 30, 2009, showed total assets of
$5,629,909 and total liabilities of $14,293,458 resulting in a
stockholders' deficit of $8,663,549.

                      Going Concern Doubt

On April 2, 2009, Sherb & Co., LLP, in Boca Raton, Florida, raised
substantial doubt about MDwerks' ability to continue as a going
concern after auditing its financial results for the periods ended
December 31, 2008, and 2007.  The auditors pointed that the
Company has suffered recurring losses from operations; the Company
has a stockholders' deficiency of $6,138,432 and a working capital
deficiency of $1,504,676 at March 31, 2009.


MERIDIAN RESOURCE: Forbearance Pact Expires October 14
------------------------------------------------------
The Meridian Resource Corporation and certain of its subsidiaries
entered into the First Amendment to Forbearance and Amendment
Agreement, dated September 30, 2009, and the Second Amendment to
Forbearance and Amendment Agreement, dated October 2, 2009 with
Fortis Capital Corp., as administrative agent, and the other
lenders and agents party to the Company's Amended and Restated
Credit Agreement, dated as of December 23, 2004, as amended by the
First Amendment to Credit Agreement dated as of February 25, 2008,
and further amended by the Second Amendment to Credit Agreement
dated as of December 19, 2008.

The First Forbearance Amendment extended from September 30, 2009
to October 2, 2009, and the Second Forbearance Amendment further
extended to October 7, 2009, the date by which the Fortis
Forbearance Agreement will terminate if, by such date, the Company
has not entered into a Transaction Agreement.

Subsequently, the Lenders have agreed to further extend such date
of termination to October 14, 2009.

The Fortis Forbearance Agreement will terminate if, by such date,
the Company has not entered into (a) a merger agreement pursuant
to which it will merge with or into or be acquired by or transfer
all or substantially all of its assets to another person; (b) a
capital infusion agreement pursuant to which one or more persons
will contribute subordinated debt or equity capital to the Company
in an amount sufficient to enable it to pay to the Lenders an
amount equal to 100% of its borrowing base deficiency; or (c) a
purchase and sale agreement pursuant to which the Company agrees
to sell one or more oil and gas properties for net proceeds
sufficient to enable it to pay to the Lenders an amount equal to
100% of its borrowing base deficiency, plus any incremental
borrowing base deficiency resulting from such sales.

Concurrently with the execution of the Fortis Forbearance
Agreement, the Company entered into (a) a Forbearance Agreement
with Fortis Capital Corp. and Fortis Energy Marketing & Trading
GP, (b) a Forbearance and Amendment Agreement with The CIT
Group/Equipment Financing, Inc. and (c) a Forbearance and
Amendment Agreement with Orion Drilling Company, LLC.  The
termination of the forbearance period under the Fortis Forbearance
Agreement will also result in the termination of the forbearance
periods under each of the Hedge Forbearance Agreement, the CIT
Forbearance Agreement and the Orion Forbearance Agreement.

The Company has said it is unlikely that, by the October 14
expiration of the forbearance periods, it will be able to enter
into a Transaction Agreement or that it will otherwise be able to
satisfy its obligations under the agreements to which the
forbearance agreements relate, nor can it give any assurance that
Lenders will grant it any further extensions under the Fortis
Forbearance Agreement.

                       About Meridian Resource

The Meridian Resource Corporation, incorporated in 1990, is an
independent oil and natural gas company. The Company explores for,
acquires and develops oil and natural gas properties. As of
December 31, 2008, it had proved reserves of 80 billion cubic feet
(Bcfe). Sixty-three percent of its proved reserves were natural
gas and approximately 64% were classified as proved developed. It
owns interests in 19 fields and 100 producing wells, and operated
approximately 96% of its total production during the year ended
December 31, 2008. The Company's wholly owned subsidiary, TMR
Drilling Corporation (TMRD), owns a rig which is used primarily to
drill wells operated by the Company.

At June 30, 2009, the Company's balance sheet showed total assets
of $207.77 million, total liabilities of $152.61 million and
stockholders' equity of $55.16 million.


MERRILL LYNCH: To Surrender Docs on BofA Acquisition Advice
-----------------------------------------------------------
Bank of America will turn over to regulators a substantial number
of emails, memos, and other documents discussing the legal advice
it received on its purchase of Merrill Lynch, to help settle
various investigations in its acquisition of Merrill Lynch, The
Wall Street Journal reports, citing people familiar with the
matter.  Mark Calvey at San Francisco Business Times relates that
BofA had been resisting giving the documents to regulators, citing
attorney-client privilege covered in the contents of the
documents.  BofA CEO Ken Lewis and other executives have told
investigators that they depended on their attorneys' advice in
deciding what disclosures to make to shareholders as they prepared
to vote on the Merrill acquisition, Business Times says.

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 43.2% Off
--------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 56.80
cents-on-the-dollar during the week ended Oct. 9, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.80 percentage
points from the previous week, The Journal relates.  The loan
matures April 8, 2012.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
either Moody's or Standard & Poor's.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said on May 22, that Metro-Goldwyn-
Mayer hired Moelis & Co. to help refinance $3.7 billion debt and
was in talks with a steering committee of 140 creditors led by
JPMorgan Chase & Co. as part of the process.  Sue Zeidler at
Reuters said the studio "was exploring options for optimizing its
capital structure and has begun talks with a steering committee of
its lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth
$2 billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


METROPCS WIRELESS: Bank Debt Trades at 4.53% Off
------------------------------------------------
Participations in a syndicated loan under which MetroPCS
Communications, Inc., is a borrower traded in the secondary market
at 95.47 cents-on-the-dollar during the week ended Oct. 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.50
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 11, 2013.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 9,
among the 155 loans with five or more bids.

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest.  The Company provides an array of wireless
communications services to its subscribers on a no long-term
contract, paid-in-advance, flat-rate, unlimited usage basis.  As
of Dec. 31, 2008, it had approximately 5.4 million subscribers in
eight states.

MetroPCs carries 'B' issuer credit ratings from Standard & Poor's.


MICHAELS STORES: Bank Debt Trades at 12% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 88.17 cents-
on-the-dollar during the week ended Oct. 9, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.01 percentage points
from the previous week, The Journal relates.  The loan matures on
Oct. 31, 2013.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of May 2, 2009, Michaels Stores had $1.61 billion in total
assets and $4.49 billion in total liabilities.  For the quarter
ended May 2, 2009, the Company posted a $4 million net income on
$852 million in net sales.


MORRIS PUBLISHING: Lenders Extend Waiver Until October 16
----------------------------------------------------------
Morris Publishing Group, LLC, said October 9 that its senior bank
group has agreed to extend until October 16, 2009, the waiver of
the cross defaults arising from the overdue interest payments on
its senior subordinated notes.  Morris Publishing previously
obtained forbearance until October 16, 2009, with respect to the
overdue interest payments from holders of over seventy-five
percent of the senior subordinated notes.

Morris Publishing Group, LLC -- http://morris.com/-- is a
privately held media company based in Augusta, Ga.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.

As of June 30, 2009, Morris Publishing had $167,632,000 in total
assets and $475,434,000 in total liabilities.


MSGI SECURITY: Delays Annual Report for Year Ended June 30
----------------------------------------------------------
MSGI Security Solutions, Inc., has yet to file its annual report
on Form 10-K for the period ending June 30, 2009.

MSGI Security Solutions explained the compilation, dissemination
and review of the information required to be presented in the Form
10-K could not be completed by September 28, 2009, without undue
hardship and expense to the Company.  MSGI Security Solutions said
its Annual Report on Form 10-K will be filed as soon as
practicable, and in no event later than the 15th calendar day
following the prescribed due date.

For the nine months ended March 31, 2009, the Company posted a net
loss of $7,020,089 from a net loss of $16,116,338 for the same
period a year ago.  For the three months ended March 31, 2009, the
Company posted a net loss of $1,506,275 from a net loss of
$3,988,378 for the same period a year ago.

At March 31, 2009, the Company had $2,646,828 in total assets
against $10,804,893 in total current liabilities and $4,007,766
in total long-term liabilities, resulting in $12,165,831 in
stockholders' deficit.

The Company currently has limited capital resources, has incurred
significant historical losses and negative cash flows from
operations and has limited current period revenues.  At March 31,
2009, the Company had roughly $964 in cash and no accounts
receivable and a working capital deficit of $10.8 million.  The
Company believes that funds on hand combined with funds that will
be available from its various operations will not be adequate to
finance its operations and capital expenditure requirements and
enable the Company to meet its financial obligations and payments
under its convertible notes and promissory notes for the next 12
months.  Certain promissory notes in the amount of $1,900,000 are
due March 31, 2009, one promissory note in the amount of $960,000
was due on February 28, 2009, and others of $250,000 are due on
June 17, 2009, as well as certain convertible notes in the amount
of $1,000,000 are due December 13, 2009.  Further, there is
uncertainty as to timing, volume and profitability of transactions
that may arise from the Company's relationship with Hyundai, Apro
and others.  Further, there can be no assurance as to the timing
of when or if the Company will receive amounts due to it for
products shipped to customers prior to June 30, 2008, which
transactions have not yet been recognized as revenue.  There are
no assurances that any further capital raising transactions will
be consummated.  Although certain transactions have been
successfully closed, failure of the Company's operations to
generate sufficient future cash flow and failure to consummate the
Company's strategic transactions or raise additional financing
could have a material adverse effect on the Company's ability to
continue as a going concern and to achieve its business
objectives.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                        About MSGI Security

MSGI Security Solutions Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- provides of proprietary security
products and services to commercial and governmental organizations
worldwide.  MSGI is developing a combination of innovative
emerging businesses that leverage information and technology with
a focus on encryption technologies for actionable surveillance and
intelligence monitoring.  The company is headquartered in New York
City where it serves the needs of counter-terrorism, public
safety, and law enforcement in the United States, Europe, the
Middle East and Asia.


MT CARMEL MISSIONARY: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Mt Carmel Missionary Baptist Church
        2575 Vine Street
        Denver, CO 80205

Bankruptcy Case No.: 09-31178

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: John A. Meininger, Esq.
                  3773 Cherry Creek Drive North, Suite 575
                  Denver, CO 80209
                  Tel: (303) 228-3703
                  Email: JohnMeininger@hotmail.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 at least
$1,214,545, and total debts of $939,483.

A list of the Company's 5 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/cob09-31178.pdf

The petition was signed by Jimmy McGee, pastor of the Company.


NCI BUILDING: Extends Exchange Offer to October 19
--------------------------------------------------
NCI Building Systems, Inc., on October 8, 2009, extended its
exchange offer to retire all of its existing 2.125% Convertible
Senior Subordinated Notes due 2024.  The Exchange Offer,
previously scheduled to expire at 11:59 p.m., New York City time
on October 7, will now expire at 11:59 p.m., New York City time on
October 19, unless further extended or amended.

As of 10:00 p.m., New York City time on October 7, 2009, holders
of roughly $179.8 million -- roughly 99.9% -- of the aggregate
principal amount of the Convertible Notes outstanding have
delivered valid tenders pursuant to the Exchange Offer.

The Company also announced that the voting deadline for the
concurrent solicitation of acceptances of the prepackaged plan
will also expire at 11:59p.m., New York City time on Monday,
October 19, 2009.

NCI also reported that as of October 8, it has received consents
from lenders holding over two-thirds of its senior secured debt
for the refinancing of its existing credit facility, assuming the
amendments described below.  The refinancing calls for the
repayment of roughly $143 million and a modification of the terms
and maturity of the remaining $150 million of debt.  In connection
with obtaining lock-up agreements with certain of the Company's
term loan lenders, the Company will, if approved by 2/3 of the
noteholders that are party to a prior lock-up agreement, modify
the proposed terms of such term loan refinancing, to include,
among other things, an increase of 1% in the amended interest
rate; payment of the 2% consent fee on the full current
outstanding balance of the term loan (rather than only on the
remaining portion) to lenders that execute the restated credit
agreement prior to the voting deadline; and certain additional
provisions for principal amortization in 2010.

On October 9, NCI said it has received approvals from over two-
thirds of the noteholders that are party to a prior lock-up
agreement to modify the proposed terms of the refinancing of its
existing credit facility.

"We have made great progress toward the completion of our
comprehensive refinancing," said Norman C. Chambers, Chairman,
President and Chief Executive Officer, on Friday.  "We appreciate
the cooperation we have received from our convertible noteholders
and the vast majority of our bank lenders, as well as their
recognition of our strong market position and our ability to
benefit from improved business conditions over the next several
years."

"We are working diligently to obtain consent agreements from all
of our bank lenders, which is a condition of the $250 million
equity investment from CD&R," Mr. Chambers noted.  "Assuming all
of our lenders agree, we will be in position to close on the
investment agreement with CD&R as early as October 20, 2009."

Greenhill & Co., LLC, is acting as Dealer-Manager in connection
with the Exchange Offer.  Holders of the Convertible Notes may
contact Greenhill with any questions they may have about the
Exchange Offer.

                        About NCI Building

NCI Building Systems, Inc. (NYSE: NCS) is one of North America's
largest integrated manufacturers of metal products for the
nonresidential building industry.  NCI is comprised of a family of
companies operating manufacturing facilities across the United
States and Mexico, with additional sales and distribution offices
throughout the United States and Canada.

NCI is proposing a financial restructuring to address an
immediate need for liquidity in light of a potentially imminent
default under, and acceleration of, its existing credit facility,
which may occur as early as November 6, 2009 (which may, in turn,
also lead to a default under, and acceleration of, its other
indebtedness, including the $180.0 million in principal amount of
2.125% Convertible Senior Subordinated Notes due 2024, and the
high likelihood that it will be required to repurchase the
convertible notes on November 15, 2009, the first scheduled
mandatory repurchase date under the convertible notes indenture

A copy of NCI's Preliminary Prospectus/Disclosure Statement is
available at no charge at http://ResearchArchives.com/t/s?4626

As of August 2, 2009, the Company had $627.63 million in total
assets; and $624.23 million in total current liabilities and
$21.62 million in total long-term liabilities.


NCI BUILDING: Finalizes Terms of New $125 Million ABL Facility
--------------------------------------------------------------
NCI Building Systems, Inc., reports that, in connection with, and
subject to the terms and conditions of, its Investment Agreement,
dated as of August 14, 2009, with Clayton, Dubilier & Rice Fund
VIII, L.P., it has finalized with its lenders the form of
agreement for a $125 million asset-based revolving credit facility
with an additional $50 million accordion feature.

The ABL Facility, which is a condition of the equity investment
contemplated by the Investment Agreement, has a maturity of the
earlier of 5 years or the scheduled maturity of the Company's term
loan after giving effect to the refinancing of its existing credit
facility, and includes borrowing capacity of up to $25 million for
letters of credit and of up to $10 million for swingline
borrowings.

A form of the agreement relating to the ABL Facility will be filed
as an exhibit to the Company's registration statement on Form S-4
filed in connection with the exchange offer by the Company to
acquire all of the Company's outstanding 2.125% Convertible Senior
Subordinated Notes due 2024, issued under that indenture, dated as
of November 16, 2004, between the Company and The Bank of New
York, as trustee, in exchange for cash and shares of Company
common stock.

While the Form of ABL Agreement has been agreed to in principle
with the prospective lenders, because no loan commitment letter
has been received by the Company from any prospective lender, the
terms and conditions of the final agreement that will be executed
in connection with the ABL Facility may change.  There can be no
assurances as to when, or if, the Company will be successful with
respect to the consummation of the equity investment or any of the
conditions thereto, including the ABL Facility, and no assurances
as to the exact terms and conditions of the ABL Facility.

The prospective lenders have indicated their willingness to enter
into the Form of ABL Agreement in connection with the consummation
of the equity investment contemplated by the Investment Agreement
and have confirmed participation for the full availability under
the ABL Facility.

     (A) Availability

The Form of ABL Agreement provides for an asset-based revolving
credit facility that would allow aggregate maximum borrowings by
the Company of up to $125 million.  As set forth in the Form of
ABL Agreement, extensions of credit under the ABL Facility would
be limited by a borrowing base calculated periodically based on
specified percentages of the value of qualified cash, eligible
inventory and eligible accounts receivable, less certain reserves
and subject to certain other adjustments. Based on its discussions
with prospective lenders, the Company expects that because of
borrowing base constraints, initial availability under the ABL
Facility, if it were consummated in the Form of ABL Agreement,
will be substantially less than the $125 million commitment
described above and may be as low as $45 million. Availability
will be reduced by issuance of letters of credit as well as by
borrowings.

     (B) Borrowers

NCI's domestic subsidiaries, NCI Group Inc. and Robertson-Ceco II
Corporation, would be borrowers under the ABL Facility as set
forth in the Form of ABL Agreement.  The Form of ABL Agreement
does not contemplate that any other subsidiary of NCI will be a
borrower at the closing of the ABL Facility.  The borrowers under
the ABL Facility, as set forth in the Form of ABL Agreement, would
be jointly and severally liable for all loans outstanding
thereunder.

     (C) Maturity

The loans under the ABL Facility, as set forth in the Form of ABL
Agreement, would mature on the earlier of the fifth anniversary of
the closing date thereof and the scheduled maturity of the
Company's term loan after giving effect to the refinancing of its
existing credit facility.

     (D) Guarantees; Security

The obligations of the borrowers under the ABL Facility, as set
forth in the Form of ABL Agreement, would be guaranteed by us and
each of our material domestic subsidiaries that is not a borrower
under the ABL Facility.

In addition, the ABL Facility, as set forth in the Form of ABL
Agreement, and the guarantees thereof would be secured by a first
priority lien on accounts receivable, inventory and associated
intangibles of NCI, the borrowers and the guarantors, subject to
certain exceptions, and a second priority lien on the assets
securing the term loans under the amended credit agreement on a
first-lien basis.

     (E) Pricing

As set forth in the Form of ABL Agreement, the interest rates per
annum applicable to borrowings under the ABL Facility would be
based on a fluctuating rate of interest measured by reference to
either (1) an adjusted London inter-bank offered rate or "LIBOR"
or (2) an alternate base rate, in each case, plus a borrowing
margin that will vary depending on the quarterly average excess
availability under such facility.

     (F) Fees

As set forth in the Form of ABL Agreement, the borrowers would pay
(1) fees on the unused commitments of the lenders under the ABL
Facility ranging from 0.75% to 1.00%, depending on the proportion
of the loans that have been drawn under the ABL Facility and (2)
other customary fees in respect of the ABL Facility.

     (G) Covenants

The ABL Facility, as set forth in Form of ABL Agreement, would
include a number of covenants that, among other things, would
limit or restrict the ability of NCI, the borrowers and the other
subsidiaries of NCI to dispose of assets, incur additional
indebtedness, incur guarantee obligations, engage in sale and
leaseback transactions, prepay other indebtedness, modify
organizational documents and certain other agreements, create
restrictions affecting subsidiaries, make dividends and other
restricted payments, create liens, make investments, make
acquisitions, engage in mergers, change the nature of their
business and engage in certain transactions with affiliates.

In addition, under the Form of ABL Agreement, the ABL Facility
would include a minimum fixed charge coverage ratio of one to one,
which would apply if the borrowers fail to maintain a specified
minimum level of borrowing capacity. The borrowing capacity at
which the financial covenant would apply is lower in the Form of
ABL Agreement than in the ABL Term Sheet.

     (H) Events of Default

The ABL Facility, as set forth in the Form of ABL Agreement, would
contain customary events of default, including non-payment of
principal, interest or fees, violation of covenants, material
inaccuracy of representations or warranties, cross default and
cross acceleration to certain other material indebtedness
(including the term loan financing), certain bankruptcy events,
certain ERISA events, material invalidity of guarantees, security
interests or financing agreements, material suspension or
discontinuation of business, certain material governmental orders,
material judgments and change of control.

     (I) Incremental Commitments

The Form of ABL Agreement also would provide that the borrowers
have the right at any time to request up to $50 million of
incremental commitments in the aggregate under one or more
incremental term loan facilities. The lenders under the Form of
ABL Agreement would not be under any obligation to provide any
such incremental commitments, and any such addition of or increase
in commitments would be subject to customary conditions precedent.
The Company's ability to obtain extensions of credit under these
incremental commitments would be subject to the same conditions as
extensions of credit would be under the Form of ABL Agreement.

                        About NCI Building

NCI Building Systems, Inc. (NYSE: NCS) is one of North America's
largest integrated manufacturers of metal products for the
nonresidential building industry.  NCI is comprised of a family of
companies operating manufacturing facilities across the United
States and Mexico, with additional sales and distribution offices
throughout the United States and Canada.

NCI is proposing a financial restructuring to address an
immediate need for liquidity in light of a potentially imminent
default under, and acceleration of, its existing credit facility,
which may occur as early as November 6, 2009 (which may, in turn,
also lead to a default under, and acceleration of, its other
indebtedness, including the $180.0 million in principal amount of
2.125% Convertible Senior Subordinated Notes due 2024, and the
high likelihood that it will be required to repurchase the
convertible notes on November 15, 2009, the first scheduled
mandatory repurchase date under the convertible notes indenture

A copy of NCI's  Preliminary Prospectus/Disclosure Statement is
available at no charge at http://ResearchArchives.com/t/s?4626

As of August 2, 2009, the Company had $627.63 million in total
assets; and $624.23 million in total current liabilities and
$21.62 million in total long-term liabilities.


NEXT INC: Forbearance Pact Extended Until Oct. 30
-------------------------------------------------
Next, Inc., on September 30, 2009, entered into a First Agreed
Extension to Second Amendment to Forbearance Agreement with the
guarantors named therein and National City Bank.  The Extension
Agreement amends the Forbearance Agreement dated effective as of
January 31, 2009, as amended by the First Amendment to Forbearance
Agreement dated effective as of May 1, 2009 and as further amended
by the Second Amendment to Forbearance Agreement dated effective
as of July 1, 2009.

Under the terms of the Extension Agreement, the maturity date of
the replacement promissory note evidencing the Company's
previously disclosed line of credit facility with the Bank was
extended to October 30, 2009.  The Extension Agreement also
provides that the interest rate on the daily unpaid principal
balance of the Note will accrue at 10% per annum above the prime
rate until the Maturity Date, after which time the any unpaid
principal will accrue interest at a rate of 12% per annum above
the prime rate.  In addition, the Extension Agreement revises the
definition of "Borrowing Base" to increase the amount of the line
of credit available from inventory collateral to $2,500,000, which
had previously been reduced to $1,500,000.

The Extension Agreement was entered to permit further progression
of current discussions between the Company and the Bank toward an
alternative structuring of the Existing Credit Facility which
would enable the Company to continue due diligence with an
alternative lender and to pursue strategic business opportunities
the Company has with its customers and strategic partners.

Next, Inc. (OTC:NXTI) is a sales and marketing organization that
designs, develops, markets and distributes licensed and branded
imprinted sportswear primarily through key licensing agreements in
addition to the Company's own designs.  Products are imported,
outsourced and embellished in-house via both the screenprint and
embroidery processes.  Next's products include 200 licenses and
agreements to distribute its Cadre Athletic and Campus Traditions
USA line for colleges and universities in the United States.  It
has licensing agreements with Chevrolet, Pontiac, Hummer,
Cadillac, Buick, CorvetteC6, Dodge, GMC and Ford.  The Company's
designs include American Biker, American Wildlife, Ragtops
Sportswear, Campus Traditions USA and Cadre Athletic.  It also has
licensing and distribution agreements with GRITS and Chuck E.
Cheese.  Next have two wholly owned subsidiaries: Next Marketing,
Inc., and Choice International, Inc.

At May 31, 2009, the Company's balance sheet showed total assets
of $10,109,152, total liabilities of $9,103,197 and stockholders'
equity of $1,005,955.


NORTEL NETWORKS: Proposes to Hold Ciena-Led Auction for Ethernet
----------------------------------------------------------------
BankruptcyData reports that Nortel Networks filed a motion with
the U.S. Bankruptcy Court seeking approval to enter into a
stalking horse agreement with Ciena Corporation for the sale of
certain assets of Nortel's Metro Ethernet Networks business.  As
stalkhing horse bidder, Ciena would be entitled to bid
protections, including a break-up fee.

Ciena(R) on October 7 announced that it has entered into
agreements with Nortel to purchase substantially all of the
optical networking and carrier Ethernet assets of Nortel's Metro
Ethernet Networks (MEN) business for $390 million in cash and 10
million shares of Ciena common stock.  The product and technology
assets to be acquired include Nortel's long-haul optical transport
portfolio; metro optical Ethernet switching and transport
solutions; Ethernet transport, aggregation and switching
technology; multiservice SONET/SDH product families; and network
management software products.

The proposed transaction would strengthen Ciena's global presence
and bring together complementary technologies in switching and
transport that will offer customers a practical path for
transitioning to automated, optical Ethernet-based networking.
Based on the closing price of Ciena's stock on Tuesday, October 6,
2009, the aggregate value of the shares to be issued by Ciena is
approximately $131 million, bringing the value of the
consideration to approximately $521 million.  The assets to be
acquired generated approximately $1.36 billion in revenue for
Nortel in 2008 and $556 million (unaudited) in the first six
months of 2009.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated, have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTH END PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: North End Properties, LLC
           aka Northend Properties, LLC
        PO Box 96
        Lexington, NC 27292

Bankruptcy Case No.: 09-52066

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: Bankruptcy Judge Thomas W. Waldrep, Jr.

Debtor's Counsel: R. Bradford Leggett, Esq.
                  Suite 700, 380 Knollwood St.
                  P.O. Box 5129
                  Winston-Salem, NC 27113-5129
                  Tel: (336) 722-2300
                  Fax: (336) 722-8720
                  Email: rbleggett@allmanspry.com

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

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

According to the schedules, the Company has assets of $3,056,028,
and total debts of $2,748,602.

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Robbie M. Watson, managing member of
the Company.


NOVA CHEMICALS: S&P Assigns 'B-' Rating on US$500 Mil. Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-' debt
rating to commodity chemical producer, NOVA Chemicals Corp.'s
proposed US$500 million senior unsecured bonds.  S&P is also
assigning a recovery rating of '4' to the debt, indicating S&P's
expectations of average (30%-50%) in the event of default.  S&P
expects the proceeds to be used to repay debt outstanding and for
general corporate purposes.

All the ratings on the company are on CreditWatch with positive
implications, where they were placed Oct. 7, 2009.

"As S&P previously stated, there is a high likelihood that S&P
could raise the ratings by one or two notches if NOVA Chemicals
can refinance upcoming debt maturities or if there is evidence of
additional financial support from parent International Petroleum
Investment Co.," said Standard & Poor's credit analyst Jatinder
Mall.

The ratings on NOVA Chemicals reflect what S&P view as the
company's highly leveraged capital structure, upcoming large debt
maturity, exposure to volatile commodity chemicals, and weak
styrene business.  These weaknesses are counterbalanced in S&P's
opinion by NOVA Chemicals' cost-competitive olefins/polyolefins
business, which generates good cash flow through the cycle; and
the one-notch increase in the corporate credit rating on the
company based on parental support from International Petroleum
Investment Co.  (AA/Stable/A-1+).

                          Ratings List

                       NOVA Chemicals Corp.

      Corporate credit rating                 B-/Watch Pos/--

                         Rating Assigned

       Senior unsecured debt                   B-/Watch Pos
        Recovery rating                        4


NOVADEL PHARMA: Receives $111,665 From Sale of Shares to Seaside
----------------------------------------------------------------
NovaDel Pharma Inc., on September 25, 2009, had its sixth closing
of an offering pursuant to which Seaside 88 LP purchased 500,000
shares of the Company's Common Stock at a price per share of $0.23
having an aggregate value of roughly $116,665, and, the Company
received net proceeds of roughly $111,665, after deducting
commissions and $1,500 in non-accountable expenses, pursuant to
the terms of a Common Stock Purchase Agreement.

On June 30, 2009, NovaDel Pharma entered into the Common Stock
Purchase Agreement with Seaside 88, whereby the Company agreed to
issue and sell to Seaside 500,000 shares of the Company's common
stock, $0.001 par value per share, once every two weeks for 26
closings over a 52-week period.  Pursuant to the terms of the
Agreement, at the initial closing, the offering price of the
Common Stock equalled 87% of the volume weighted average trading
price of the Common Stock during the trading day immediately prior
to the initial closing date.  At each subsequent closing, on each
14th day thereafter, the offering price of the Company's Common
Stock will equal 87% of the volume weighted average trading price
of the Common Stock for the 10-day trading period immediately
preceding each subsequent closing date.  If, with respect to any
subsequent closing, the volume weighted average trading price of
the Company's Common Stock for the three trading days immediately
prior to such closing is below $0.25 per share, then the
particular subsequent closing will not occur and the aggregate
number of Shares to be purchased shall be reduced by 500,000
shares of Common Stock.

                       About Novadel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

As of June 30, 2009, the Company had $2,358,000 in total assets
and $9,146,000 in total liabilities, resulting in $6,788,000 in
stockholders' deficit.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


NTK HOLDINGS: $250MM ABL Facility Satisfies Forbearance Deal
------------------------------------------------------------
Nortek Inc., certain of its subsidiaries and the lenders under the
Nortek asset-based line of credit, dated as of May 20, 2008, as
amended, on September 3, 2009, entered into a forbearance
agreement, pursuant to which the Lenders agreed to forbear from
exercising rights and remedies against Nortek that may exist as a
result of Nortek's failure to make an interest payment on its
8-1/2% Senior Subordinated Notes due 2014.

On September 30, 2009, Nortek, certain of its subsidiaries and the
Lenders entered into a letter agreement amending the Forbearance
Agreement to extend from September 30, to October 2, 2009, the
time by which Nortek is required to have entered into arrangements
in respect of postpetition financing or use of cash collateral and
emergence financing arrangements.

A full-text copy of the Initial Extension Letter is available at
no charge at http://ResearchArchives.com/t/s?46d1

On October 2, 2009, Nortek, certain of its subsidiaries and the
Lenders entered into a letter agreement further amending the
Forbearance Agreement to extend from October 2 to October 9 the
time by which Nortek is required to have entered into arrangements
in respect of postpetition financing or use of cash collateral and
emergence financing arrangements.

A full-text copy of the Subsequent Extension Letter is available
at no charge at http://ResearchArchives.com/t/s?46d2

On October 9, 2009, Nortek said it has secured a commitment for a
$250-million asset-based revolving credit facility in conjunction
with its prepackaged plan, which includes an undertaking to use
commercially reasonable efforts to form a syndicate of lenders to
increase the facility to $300 million.  As reported by the
Troubled Company Reporter, the credit facility, which will be
available upon consummation of the Prepackaged Plan, will be
provided by a group of lenders including Bank of America, N.A.; GE
Capital, Restructuring Finance; Wells Fargo Foothill LLC; Wells
Fargo Foothill Canada ULC; and PNC Bank National Association.

Nortek said proceeds from the credit facility will be used
primarily to replace the existing facility, and for payment of
certain fees and expenses in connection with the transaction,
working capital, and other general corporate purposes.

NTK Holdings and its affiliates on September 18, 2009, commenced a
solicitation of votes on joint chapter 11 plans of reorganization
from the Companies' creditors.

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?4526

The Company had funded debt at July 4, 2009 of $2.27 billion,
consisting of:

                                               (in millions)
                                               -------------
   NTK Holdings' 10 3/4% Senior Discount Notes
   due 2014, net of unamortized discount of
   approximately $6.9 million                      $396.1

   NTK Holdings' senior unsecured loan facility
   due 2014, including approximately
   $69.9 million of debt accretion related to
   the PIK option                                   271.7

   Nortek's 10% Senior Secured Notes due 2013,
   net of unamortized discount of $6.5 million      743.5

   Nortek's 8 1/2% Senior Subordinated Notes
   due 2014                                         625.0

   Nortek's ABL Facility                            165.0

   Nortek's long-term notes, mortgage notes
   and other indebtedness                            36.9

   Nortek's short-term bank obligations              18.4

   Nortek's 9 7/8% Senior Subordinated Notes
   due 2011, including unamortized premium           10.0
                                                ---------
        Consolidated debt at July 4, 2009        $2,266.6

                        About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products.  NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc. entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.  The Company will file its bankruptcy
petition, together with a pre-packaged Chapter 11 plan following
the conclusion of the solicitation period.  The Company has tapped
Blackstone Group and Weil, Gotshal & Manges to aid in its
restructuring effort.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.


OMNIRELIANT HOLDINGS: KBL LLP Raises Going Concern Doubt
--------------------------------------------------------
KBL LLP, in Tampa, Florida, expressed substantial doubt about
OmniReliant Holdings, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended June 30, 2009.  The auditing firm
reported that the Company has incurred significant recurring
losses from operations since inception and is dependent on outside
sources of financing for continuation of its operations.

OmniReliant Holdings, Inc. reported a net loss of $2,625,964 on
product sales of $9,552,892 for the year ended June 30, 2009,
compared with a net loss of $15,403,790 on products sales of
$420,813 for the year ended June 30, 2008.

The Company attributed the increase in product sales to its
maturation in identifying new retail products to sell through its
media distribution networks.

Loss from operations increased by $1,744,895 (or 76%) to
$4,029,680 for the year ended June 30, 2009, compared to loss from
operations of $2,284,785 for the year ended June 30, 2008.
Advertising and marketing expense increased to $5,050,558 for the
year ended June 30, 2009, as compared to $283,526 for the year
ended June 30, 2008.  Commencing in the current fiscal year the
Company began engaging for the production of infomercials related
to its Retail Products Business, which it says is expected to be
an increasing activity and cost.

At June 30, 2009, the Company's consolidated balance sheet showed
$15,086,198 in total assets, $9,029,197 in total liabilities,
$197,114 in minority interest, and $45,969,634 in redeemable
preferred stock, resulting in a $40,109,747 stockholders' deficit.

Full-text copies of the Company's consolidated financial
statements for the year ended June 30, 2009, are available for
free at http://researcharchives.com/t/s?46c0

              Cash Flows From Operating Activities

The Company used cash of $5,859,217 and $1,032,937 for operating
activities during the years ended June 30, 2009, and 2008,
respectively.  Cash and cash equivalents amounted to $2,005,702 as
of June 30, 2009, compared to $4,435,814 at June 30, 2008.  The
Company has working capital of $454,249 as of June 30, 2009, and a
working capital deficiency of $1,685,811 at June 30, 2008.

Based in Clearwater, Florida, OmniReliant Holdings, Inc. (OTC
Bulletin Board: ORHI) -- http://www.omnireliant.com/-- engages in
the creation, design, distribution, and sale of various product
lines, both proprietary and licensed.

The Company specializes in celebrity and lifestyle brands
including beauty, fitness, spa, fragrance and home.  The Company
has a portfolio of companies that utilizes direct response to
build brands.  Products are sold through domestic and
international direct marketing channels, web and licensing
agreements.  Products are also sold through web sites operated by
the live shopping networks that agree to carry the Company's
products.


ONE TWENTY NINE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: One Twenty Nine, LLC
        5801 South Dixie Highway, Suite B
        West Palm Beach, FL 33405

Bankruptcy Case No.: 09-31688

Chapter 11 Petition Date: October 8, 2009

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

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Michael A. Kaufman, Esq.
                  1655 Palm Beach Lakes Blvd # 900
                  West Palm Beach, FL 33401
                  Tel: (561) 478-2878
                  Fax: (561) 584-5555
                  Email: michael@mkaufmanpa.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 at least
$8,686,437, and total debts of $6,601,203.

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

             http://bankrupt.com/misc/flsb09-31688.pdf

The petition was signed by Edward C. Cury.


OPEN TEXT: S&P Raises Ratings on Senior Credit Facility From 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised the issue-level
ratings and revised the recovery ratings on Waterloo, Ontario-
based enterprise software provider Open Text Corp.'s senior
secured credit facility.  The ratings on the revolving credit
facility and term loan have been raised to 'BBB-' (two notches
higher than the corporate credit rating on the company) from
'BB+'.  S&P also revised the recovery ratings to '1' from '2'.  A
'1' recovery rating indicates S&P's expectation for very high
(90%-100%) recovery in the event of a payment default.

At the same time, S&P affirmed the 'BB' long-term corporate credit
rating on the company.  The outlook is stable.  At June 30, Open
Text had US$310 million of reported debt outstanding.

"The revision to the recovery ratings, which drove the upgrade of
the issue-level debt, was the result of two things," said Standard
& Poor's credit analyst Madhav Hari.  "One reason was S&P's
reassessment of the company's capital structure in light of the
growth in the company's EBITDA base by about US$20 million since
S&P's last review with no corresponding increase in debt, and the
other is S&P's belief that recent acquisitions will be accretive
to medium-term EBITDA," Mr. Hari added.

The ratings on Open Text reflect what S&P view as the combination
of a "weak" business risk profile and a "significant" financial
risk profile.  In S&P's opinion, the ratings are constrained by
the highly competitive and consolidating technology marketplace in
which Open Text operates, characterized by large, more-integrated
suppliers; the prospect of moderating organic growth, owing to
what S&P considers weakened economic conditions; and an aggressive
financial policy given the company's acquisitive growth strategy.
S&P believes these factors are partially offset by the company's
sizable market position within a niche segment of the broader
software industry; ongoing demand for compliance-driven content
management solutions; Open Text's improving scale; a large base of
recurring software maintenance revenue; reasonable customer and
geographic diversity; and a history of generating healthy free
cash flow.

The stable outlook reflects what Standard & Poor's views as steady
near-term demand for ECM software, improved scale, and traction
with key channel partners such as SAP, which should help sustain
the company's profitability and cash flow.  The ratings also
reflect S&P's assumption that Open Text will remain acquisitive in
the medium term and that adjusted debt leverage will not
materially exceed 3x.  While less likely in the near term, given
the economic slowdown and presumably volatile demand for
enterprise software, S&P could consider revising the outlook to
positive (or upgrading the company) in the medium term as Open
Text's market share and scale of operations improve and the
company demonstrates that it can manage its growth aspirations by
keeping debt leverage below 3x.  Alternatively, Should Open Text's
operating performance weaken materially from S&P's expected
levels, or if it loses significant market share, resulting in a
deterioration of profitability and adjusted debt leverage
weakening to the high 3x, S&P could revise the outlook to negative
or lower the rating.


OSI RESTAURANT: Bank Debt Trades at 15.4% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
84.60 cents-on-the-dollar during the week ended Oct. 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.40
percentage points from the previous week, The Journal relates.
The loan matures May 9, 2014.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 9,
among the 155 loans with five or more bids.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings. OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
chairman Chris Sullivan took the company private in 2007.

As reported by the Troubled Company Reporter on Feb. 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.


OUTFITTER MANUFACTURING: Case Summary & 20 Largest Unsec Creditors
------------------------------------------------------------------
Debtor: Outfitter Manufacturing, Inc.
        4002 North Valley Drive
        Longmont, CO 80504

Bankruptcy Case No.: 09-31298

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R Tallman

Debtor's Counsel: Cynthia T. Kennedy, Esq.
                  308 1/2 E. Simpson St.
                  Lafayette, CO 80026
                  Tel: (303) 604-1600
                  Email: ctk@kandkatlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/cob09-31298.pdf

The petition was signed by Brian M. Ward, president of the
Company.


OXIS INTERNATIONAL: Bristol Forbearance Permits Securities Sale
---------------------------------------------------------------
Oxis International, Inc., entered into and closed agreements with
several accredited investors to purchase Convertible Debentures
and Warrants representing $2.0 million in gross proceeds.

On October 1, 2009, Oxis International entered into a financing
arrangement with several accredited investors, pursuant to which
it sold various securities in consideration of a maximum aggregate
purchase price of $2,000,000.  In connection with the October 2009
Financing, the Company issued these securities to the October 2009
Investors:

    * 0% Convertible Debentures in the principal amount of
      $2,000,000 due 24 months from the date of issuance,
      convertible into shares of the Company's common stock at a
      per share conversion price equal to $0.05 per share;

    * Series A warrant to purchase such number of shares of the
      Company's common stock equal to 50% of the principal amount
      invested by each investor resulting in the issuance of Class
      A Warrants to purchase 20,000,000 shares of common stock of
      the Company.

    * Series B warrant to purchase such number of shares of the
      Company's common stock equal to 50% of the principal amount
      invested by each investor resulting in the issuance of Class
      B Warrants to purchase 20,000,000 shares of common stock of
      the Company.

The full principal amount of the Debentures is due upon default
under the terms of the Debentures.   The Class A Warrants and
Class B Warrants are exercisable for up to five years from the
date of issue at a per share exercise price equal to $0.0625 and
$0.075 for the Class A Warrants and the Class B Warrants,
respectively, on a cash or cashless basis.

The Company and the October 2009 Investors have agreed to place
the proceeds from the October 2009 Financing in escrow.  On a
monthly basis, the Company and the nominee for the October 2009
Investors will send a joint statement, subject to settlement with
existing creditors, to the escrow agent for the release of funds,

In connection with the sale of the October 2009 Securities by the
Company, the Company and Bristol Investment Fund, Ltd. entered a
Standstill and Forbearance Agreement, pursuant to which Bristol
agreed to refrain and forbear from exercising certain rights and
remedies with respect to (i) certain convertible debentures,
issued pursuant to that certain Securities Purchase Agreement,
dated October 25, 2006 and (ii) demand notes issued by the Company
on October 8, 2008, March 19, 2009, April 7, 2009, April 28, 2009,
May 21, 2009 and June 25, 2009x.  In connection with the sale of
the October 2009 Securities by the Company, the Company and
Bristol have also entered into a waiver agreement pursuant to
which Bristol waived certain rights with respect to the October
2006 Debentures and Bridge Notes.

The conversion price and the exercise price will be subject to
full ratchet anti-dilution adjustment in the event that the
Company issues, after the closing date, common stock or common
stock equivalents at a price per share less than the conversion
price associated with the Debentures or the exercise price
associated with the Warrants and to other normal and customary
anti-dilution adjustment upon certain other events.

From October 12 until such time the Debentures are no longer
outstanding, if the Company effects a subsequent financing, the
October 2009 Investors may elect, in their sole discretion, to
exchange all or some of the October 2009 Debentures (but not the
Warrants) for any securities or units issued in a subsequent
financing on a $1.00 for $1.00 basis or to have any particular
provisions of the subsequent financing legal documents apply to
the documents utilized for the October 2009 Financing.

The Company will determine to prepare and file with the Commission
a registration statement relating to an offering for its own
account or the account of others, then it shall include the shares
of common stock underlying the Securities on such registration
statement.

The Company will file a proxy or information statement with the
Commission no later than 30 days from the Closing Date and use its
best efforts to obtain, on or before October 31, 2009, such
approvals of the Company's stockholders as may be required to
issue all of the shares of common stock issuable upon conversion
or exercise of the Debentures and the Warrants.  Upon obtaining
the Stockholder Approval and complying with the required filing,
the Company shall file a certificate of amendment to its
certificate of incorporation with the State of Delaware.

The October 2009 Investors have contractually agreed to restrict
their ability to convert the Debentures and exercise the Warrants
and receive shares of our common stock such that the number of
shares of the Company common stock held by an October 2009
Investor and its affiliates after such conversion or exercise does
not exceed 4.9% of the Company's then issued and outstanding
shares of common stock.

In discussing the financing and outlook for the Company, Chairman
and CEO Tony Cataldo stated, "OXIS has long been known for its
unique and patented science.  We are now beginning our transition
from a company with strong Intellectual Property (IP) to a company
with multiple products in selective channels. This new financing
from strategic investors, led by Theorem Capital, LLC, will allow
us to begin our transition into the consumer products marketplace.
Our efforts will be focused on high quality products taking
advantage of the IP that Oxis has developed during its 45 year
life."

                      About OXIS International

OXIS International, Inc. (OXIS:PK) is engaged in the development
of neutraceutical products for sale to general consumers. The
Company focuses on the research, development and marketing of
neutraceutical products in the field of oxidative stress
reduction. The Company's products are to reduce the damage from
free radicals and reactive oxygen species. Its neutraceutical
products include L-Ergothioneine (ERGO) as a component. Its
products include approximately 45 research reagents and 26 assays
to measure markers of oxidative stress. On October 1, 2008,
Bristol Investment Fund, Ltd purchased 2% of the BioCheck shares
held by Oxis. The Company developed, commercialized and marketed
product line that provides several types of tools for researchers
to identify and measure the balance between oxidative,
nitrosative, antioxidant and inflammatory biomarkers in biological
samples.

As of December 31, 2008, Oxis had $590,000 in total assets and
$4,270,000 in total liabilities, resulting in $3,680,000
stockholders' deficit.


PAC ORGANIC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: PAC Organic Fruit, LLC
        17200 Frenchman Hills Road
        Quincy, WA 98848

Bankruptcy Case No.: 09-05657

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Timothy J. Carlson, Esq.
                  Carlson Boyd & Bailey PLLC
                  230 S 2nd St Suite 202
                  Yakima, WA 98901
                  Tel: (509) 834-6611
                  Fax: (509) 834-6610
                  Email: tcarlson@cbblawfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/waeb09-05657.pdf

The petition was signed by Greg Holzman, principal member of the
Company.


PALMDALE HILLS: Trustee to Release Funds for Property Maintenance
-----------------------------------------------------------------
SunCal said in a statement to the City of Oakland officials that
"contingent upon the [bankruptcy] court's approval, the trustee
has agreed to release funds for property-wide weed abatement,
cleaning up wood piles and repairing of perimeter fences.  In
addition, there would be a team of armed security guards on duty
24 hours per day to help secure the property from trespassers."

David Howard at Examiner.com reports that residents were worried
on the potential fire hazard posed by the stalled SunCal Oak Knoll
redevelopment project.  Donald Mitchell, on behalf of Oakland
residents living near the site, filed in September a claim for
$115 million with the bankruptcy court to get money for fire
hazard abatement at the site, and potential damages in the event
of a fire.

Examiner.com quoted Mr. Mitchell as saying, "SunCal's offer is
completely disingenuous, blatantly transparent, and an insult to
the community.  A year after abandoning their neighbors at Oak
Knoll, and refusing to even return phone calls, SunCal's P.R.
hacks are working overtime along with Lehman Brothers after we
recently proved that Lehman Brothers is, literally, criminally
guilty for their abandonment of Oak Knoll.  In an attempt to
conveniently rekindle an old flame in Oakland, and curry favor
with their new neighbors at Alameda Point, SunCal is obviously
grasping in order to further their own agenda at the expense of
both Oakland and Alameda."  According to Examiner.com, SunCal and
its new financing partner, DE Shaw, are pushing forward with a
ballot initiative in Alameda with regards to the Alameda Point
redevelopment project.

SunCal Companies is a California developer.  Palmdale Hills
Property LLC and other units were formed to develop various
residential real estate projects located throughout the western
United States.

Lehman Brothers Holdings Inc. and an affiliate committed to SunCal
on a $2.3 billion funding for the development of various
residential real estate projects.  The amounts were secured by,
among other things, first priority trust deeds on the projects,
which include oceanlots in San Clemente, in California.  LBHI
stopped funding after it filed for bankruptcy in
September 15, 2008.

Palmdale together with affiliates, which include SunCal Bickford,
and LBL-SunCal Northlake LLC, filed for Chapter 11 protection
before the U.S. Bankruptcy Court for the Central District of
California on Nov. 6, 2008 (Case No. 08-17206).

In its petition, Palmdale estimated assets and debts of between
$100,000,001 to $500,000,000. Paul J. Couchot, Esq., at Winthrop
Couchot PC represents the Debtors in their restructuring effort.


PAMELA RIDLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pamela Miller Ridley
        28860 Selfridge Drive
        Malibu, CA 90265

Bankruptcy Case No.: 09-23305

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: Kirk A. Laron, Esq.
                  Law Offices of Frazee Laron
                  123 N Lake Ave
                  Pasadena, CA 91101
                  Tel: (626) 744-0263
                  Fax: (626) 744-0548
                  Email: kirk@frazeelaron.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/cacb09-23305.pdf

The petition was signed by Ms. Ridley.


PAXTON REALTY: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Paxton Realty L.P.
        61 Harrison Avenue, Apt 1R
        Brooklyn, NY 11211

Bankruptcy Case No.: 09-23872

Chapter 11 Petition Date: October 7, 2009

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

Judge: Robert D. Drain

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  Email: mfrankel@bfklaw.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 at least
$3,141,600, and total debts of $5,050,431.

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

            http://bankrupt.com/misc/nysb09-23872.pdf

The petition was signed by David Simcha Goldwasser.


PHILADELPHIA NEWSPAPERS: Asset Sale to Local Interests Nixed
------------------------------------------------------------
Law360 reports that the judge overseeing the Chapter 11
proceedings of Philadelphia Newspapers LLC has struck down a
proposed sale of substantially all the Philadelphia Inquirer
publisher's assets to a consortium of local interests, citing
objections from the U.S. trustee and a representative from
virtually every creditor group, but noted the sale could be
approved if amended.

As reported by the TCR on October 13, 2009, U.S. Bankruptcy Judge
Stephen Raslavich ruled in a 26-page opinion that Philadelphia
Newspapers LLC must allow secured lenders to use money owed to
them as part of their bid for the Company's assets.  Court
documents say that the lenders could make a credit bid in the
auction of the Philadelphia Newspapers' dailies, using some of the
$300 million owed to senior lenders.  Because the proposed
stalking horse bidder Bruce E. Toll is an insider, Judge Raslavich
also ruled that the buyer isn't entitled to a break-up fee if it
loses at the auction.  Judge Raslavich allowed Philadelphia
Newspapers to submit new bid procedures that would allow for
credit bidding and would delete a break-up fee for Mr. Toll.

The bankruptcy judge didn't rule on the auction procedures
following a hearing on October 1 due to the parties' disputes as
to credit bidding.  Philadelphia Newspapers 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 top
the stalking-horse bid submitted by a group of local investors,
including Bruce E. Toll, vice chairman of homebuilder Toll
Brothers Inc.  Creditors, on the other hand, accused the current
owners of Philadelphia Newspapers of trying to "game" the
bankruptcy system to keep insiders in control.

The Company is contemplating an October 22 auction, wherein a
group of local investors, including Bruce E. Toll, would be lead
bidder for its business.  The Debtors have filed a proposed
Chapter 11 plan built around the sale of the business to Mr. Toll
or to the highest bidder.

Philadelphia Newspapers filed a Chapter 11 plan of reorganization
on August 20.  The Plan provides for the sale of substantially all
of the Debtors' assets to Mr. Toll-led Philly Papers, LLC, absent
higher and better bids at an auction.  Under the deal, Philly
Papers is expected to pay over $41,000,000, after payment of
approximately $6,000,000 in administrative and priority claims.

According to the disclosure statement explaining the Plan, 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%.

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

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

A copy of the Insider Plan is available for free at:

    http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf

Senior lenders, including CIT Group Inc., have proposed their own
reorganization plan that would allow the Company to emerge from
bankruptcy with about $60 million in debt.  Led by Citizens
Bank of Pennsylvania, as agent, senior lenders would own about
95% of the Company with the remainder going to unsecured mezzanine
debt holders.  Other unsecured creditors will recover up to 10% of
their claims in cash.

                   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.


PHILADELPHIA NEWSPAPERS: To Auction Off Property in Philadelphia
----------------------------------------------------------------
The Hon. Stephen Raslavich of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania procedures governing the sale of
certain property of Philadelphia Newspapers LLC and its debtor-
affiliates.

The property up for sale is located at 400 North Broad Street and
certain adjacent parcels in Philadelphia.  This property will be
transferred to Citizens Bank, as agent for certain senior secured
lenders, under the Debtors' joint Chapter 11 plan.

Bids for the Debtors' assets, together with a good faith deposit
of $3 million, must be submitted by Oct. 20, 2009, at 5:00 p.m.,
to Sonenshine Partners at 400 Park Avenue, 17th floor in New York.

The Debtors will provide a break-up fee of $1 million and expense
reimbursement of $500,000 if they consummate the sale not another
party.

An auction will take place at the offices of Proskauer Rose LLP at
1585 Broadway in New York, on Oct. 22, 2009, at 11:00 a.m.

                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.


POLAROID CORPORATION: Can Use Cash Collateral Until December 31
---------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized PBE Corporation, fka Polaroid
Corporation, and its affiliated debtors to use cash collateral
until Dec. 31, 2009.

The Trustee is also authorized to use cash collateral to pay
postconversion expenses estimated to be $1.46 million.

The Debtors will grant replacement liens in all its assets as
adequate protection for its use of cash collateral in which the
Asserted Secured Claimants, well as RWB Services, LLC and Ritchie
Capital Management, LLC, Ritchie Special Credit Investments, Ltd.,
Rhone Holdings II, Ltd., Yorkville Investments I, LLC, and
Ritchie Capital Structure Arbitrage Trading, Ltd., claim or may
claim an interest, including the Debtors' previous use of
Settlement Proceeds in the amount of $700,000 in which Acorn was
granted a postpetition replacement lien as adequate protection of
its interests, if any.

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.

Polaroid Corp., together with 11 affiliates, filed voluntary
petitions for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

This was the Company's second bankruptcy filing.  The Company
first filed for bankruptcy on October 12, 2001 (Bankr. D. Del.
Lead Case No. 01-10864).


PORTA SYSTEMS: Board, Shareholder OK 1-for-500 Reverse Split
------------------------------------------------------------
Porta Systems Corp. said its board of directors and the holder of
70% of its common stock have approved a one-for-500 reverse split
of the common stock.  As part of the reverse split, Porta Systems
will pay cash for fractional shares.  As result, Porta Systems
will have fewer than 300 record owners of its common stock and
will, as soon as practical after the effectiveness of the reverse
split, terminate its registration under the Securities Exchange
Act of 1934.

The board of Porta Systems believes that the reverse split is
necessary, among other reasons, to enable Porta Systems to reduce
the significant legal, accounting and other expenses resulting
from its status as a public corporation, as well as the
significant expenses associated with complying with the Sarbanes-
Oxley Act.  Further, over the past few months there has been
virtually no trading in the company's stock, and when traded, it
has traded at a very low price.

The consent was given by Gates Systems Holding LTD, a wholly owned
subsidiary of Cheyne Special Situations Fund, L.P., the holder of
Porta Systems's senior debt.

The Company has a large number of stockholders who own small
quantities of its common stock, and more than 70% of its stock is
owned by Gates Systems.

On September 28, 2009, the date on which the Company received
consent, there were 9,954,569 shares of common stock, par value
$0.01 per share, outstanding.

The reverse split will become effective roughly 20 days after an
information statement describing the reverse split is mailed to
stockholders.  Porta Systems plans to file the information
statement with the Securities and Exchange Commission by October
7, 2009.  Stockholder approval was given by the written consent of
Gates Systems Holding LTD, a wholly-owned subsidiary of Cheyne
Special Situations Fund, L.P., which is the holder of Porta
Systems' senior debt.

Porta Systems will pay cash for fractional shares based on the
fair value of the common stock, which was determined by the board
of directors to be $48.25 per share after giving effect to the
reverse split.  This value was based on the average of the daily
closing bid and asked prices for the common stock for the month of
September 2009, which was $0.0965, multiplied by 500.

Upon the filing of the notice of termination of registration under
the Securities Exchange Act, Porta Systems will no longer be
subject to the reporting obligations under the Securities Exchange
Act, and its common stock will no longer be traded on the OTC
Bulletin Board.  Once Porta Systems is no longer a reporting
company, any trading of its common stock would be on the pink
sheets.

Porta Systems also obtained stockholder consent to these actions:

     -- The election of six directors to serve until the next
        annual meeting of stockholders and until their successors
        are elected and qualified; William V. Carney, Marco M.
        Elser, Warren H. Esanu, Herbert H. Feldman, Edward B.
        Kornfeld, Michael A. Tancredi;

     -- The approval of the Company's 2009 long-term incentive
        plan;

     -- The approval of an amendment to the Company's certificate
        of incorporation which (i) effects a one-for-500 reverse
        split of the Company's common stock and (ii) reduces the
        Company's authorized capital stock to 100,000 shares of
        preferred stock and 100,000 shares of common stock; and

     -- The approval of the selection of BDO Seidman, LLP as the
        Company's independent registered public accounting firm
        for the year ending December 31, 2009.

                        About Porta Systems

Syosset, New York-based Porta Systems Corp. (OTCBB: PORT) designs,
manufactures, markets and supports communication equipment used in
telecommunications, video and data networks worldwide.

Porta Systems said in an August 2009 regulatory filing it expects
to continue to engage in negotiations to divest assets.

"During the past several years we have, on a number of occasions,
engaged in negotiations with respect to the sale of one or more of
our divisions.  None of our discussions resulted in an agreement.
We expect to continue to engage in such negotiations in the
future," Porta Systems said.

"We cannot give any assurance that we would be able to effect any
sale of our business or that such a sale would not be part of
bankruptcy reorganization," Porta Systems added.  "Further, our
senior debt is secured by a lien on substantially all of our and
our subsidiaries' assets, and substantially all, if not all, of
the proceeds from any sale may be required to be paid to our debt
holders, principally the holder of our senior debt.

Porta Systems said its only source of funds other than normal
operations is its senior lender, Cheyne Special Situations Fund,
L.P.  Porta Systems noted Cheyne has advised it would not advance
new funds to the Company.

"If we are not able to generate sufficient revenue to enable us to
meet our obligations or obtain financing from Cheyne, we would not
be able to continue in business, and it would be likely that we
would seek protection under the Bankruptcy Code," Porta Systems
said.

On July 31, 2008, the Company implemented a trouble debt
restructuring plan which restructured and reduced its senior and
subordinated debt.  As part of the debt restructuring, the Company
issued to Cheyne, as the holder of the senior debt, 7,038,236
shares of common stock, which represents 70% of the outstanding
common stock.

For the six months ended June 30, 2009, the Company paid senior
and subordinated debt of $410,000 of which $124,000 was paid in
the second quarter.  The Company paid fees related to its
financing arrangements with Lloyds of $42,000 during the June 2009
Period, of which $26,000 were incurred in the second quarter.

At June 30, 2009, the Company had $13,459,000 in total assets
against $30,209,000 in total liabilities, resulting in $16,750,000
stockholders' deficit.  At June 30, 2009, the Company had cash
and cash equivalents of $375,000 compared with $292,000 at
December 31, 2008, and a working capital deficit of $441,000, as
compared with working capital of $827,000 at December 31, 2008.


PREMIER ENTERTAINMENT: Liquidated Damages Clause Unenforceable
--------------------------------------------------------------
WestLaw reports that the actual damages sustained by the lessor of
a parking area due to the termination of the lease were readily
ascertainable by multiplying the lease payment amount by the
number of months left on the lease.  Therefore, the lease's
liquidated damages provision was unenforceable under Mississippi
law.  Furthermore, the proper measure of the lessor's damages, in
the debtor-lessees' jointly administered Chapter 11 cases, was the
actual damages suffered from the lease termination, as capped by
the Bankruptcy Code's statutory formula.  In re Premier
Entertainment Biloxi, LLC, --- B.R. ----, 2009 WL 1230795, 51
Bankr. Ct. Dec. 219 (Bankr. S.D. Miss.) (Olack, J.).

Based in Biloxi, Miss., Premier Entertainment Biloxi LLC dba Hard
Rock Hotel & Casino Biloxi -- http://www.hardrockbiloxi.com/--
owns and operates hotels.  On Aug. 29, 2005, Hurricane Katrina
struck the Mississippi Gulf Coast, just two days prior to the
scheduled opening of the Debtors' facility.  The Debtors'
facility was substantially destroyed.  In the aftermath of
Hurricane Katrina, 1,300 of the Debtors' employees lost their
jobs.  The company filed for Chapter 11 protection on Sept. 19,
2006 (Bankr. S.D. Miss. Case No. 06-50975).  Nicholas Van Wiser,
Esq., and Robert Alan Byrd, Esq., at Byrd & Wiser, represent
the Debtors.  Corby Davin Boldissar, Esq., at Locke Liddell &
Sapp, LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $252,862,215 in assets and $226,069,921 in
debts.  The debtor emerged from chapter 11 on Aug. 10, 2007,
under a Joint Plan of Reorganization that paid all creditors
in full.


PROTECTION ONE: Appoints Peter Ezersky to Board of Directors
------------------------------------------------------------
Peter R. Ezersky was appointed to the Board of Directors of
Protection One, Inc., and Protection One Alarm Monitoring, Inc.,
and Alex Hocherman was appointed to the Company's Compensation
Committee on October 5, 2009, to fill the vacancies created by
Jeffrey S. Nordhaus's resignation on September 28.

Mr. Ezersky and Mr. Hocherman are designees of POI Acquisition,
LLC, the Company's largest stockholder and an affiliate of
Quadrangle Group LLC, pursuant to the terms of the amended and
restated stockholders agreement, dated as of April 2, 2007, among
the Company, Quadrangle and affiliates of Monarch Alternative
Capital LP.

Protection One, Inc., is principally engaged in the business of
providing security alarm monitoring services, including sales,
installation and related servicing of security alarm systems for
residential and business customers.  The Company also provides
monitoring and support services to independent security alarm
dealers on a wholesale basis.  Affiliates of Quadrangle Group LLC
and Monarch Alternative Capital LP own roughly 70% of the
Company's common stock.

Protection One posted lower net loss of $2,535,000 for the three
months ended June 30, 2009, from a net loss of $9,090,000 for the
same period a year ago.  Protection One posted a net loss of
$5,336,000 for the six months ended June 30, 2009, from a net loss
of $32,168,000 for the same period a year ago.

At June 30, 2009, the Company had $632,025,000 in total assets
against $715,763,000 in total liabilities, and $83,738,000 in
stockholders' deficiency.


PTS CARDINAL: Bank Debt Trades at 13% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which PTS Cardinal
Health is a borrower traded in the secondary market at 86.95
cents-on-the-dollar during the week ended Oct. 9, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.45 percentage points
from the previous week, The Journal relates.  The loan matures
April 10, 2014.  The Company pays 225 basis points to borrow under
the facility.  The bank debt carries Moody's Ba3 rating and
Standard & Poor's BB- rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

In April 2007, Cardinal Health completed the sale of its
Pharmaceutical Technologies and Services segment to The Blackstone
Group for approximately $3.3 billion.  PTS provides advanced
technologies and outsourced services for the pharmaceutical,
biotechnology and consumer health industry.  PTS develops,
manufactures and packages pharmaceutical and other products.


QUEST RESOURCE: Inks Amendment to Merger Agreement
--------------------------------------------------
Quest Resource Corporation -- QRCP; New Quest Holdings Corp.,
n/k/a PostRock Energy Corporation; Quest Midstream Partners, L.P.
-- QMLP; Quest Energy Partners, L.P. -- QELP; Quest Midstream GP,
LLC -- QMGP; Quest Energy GP, LLC -- QEGP; Quest Resource
Acquisition Corp., a wholly owned direct subsidiary of PostRock --
QRAC; Quest Energy Acquisition, LLC, a wholly owned direct
subsidiary of QRCP -- QEAC; Quest Midstream Holdings Corp., a
wholly owned direct subsidiary of PostRock -- QMHC; and Quest
Midstream Acquisition, LLC, a wholly owned direct subsidiary of
QRCP -- QMAC -- on July 2, 2009, entered into an Agreement and
Plan of Merger, pursuant to which, after the completion of the
transactions, QRCP, QELP and the successor to QMLP will become
wholly-owned subsidiaries of PostRock, a new, publicly traded
corporation.

Pursuant to the Original Agreement, these events were to occur:

     1. QRAC will merge with and into QRCP -- QRCP Merger -- with
        QRCP surviving the QRCP Merger as a wholly owned direct
        subsidiary of PostRock and each outstanding share of
        common stock of QRCP will entitle the holder thereof to
        the right to receive 0.0575 shares of PostRock common
        stock;

     2. QEAC will merge with and into QELP -- QELP Merger -- with
        QELP surviving the QELP Merger and (i) each outstanding
        common unit of QELP (other than any common units owned by
        QRCP) will entitle the holder thereof to the right to
        receive 0.2859 shares of PostRock common stock, (ii) all
        of the outstanding general partner units of QELP held by
        QEGP will be converted into one general partner unit and
        (iii) all of the outstanding incentive distribution rights
        and subordinated units of QELP will be cancelled for no
        consideration;

     3. QMAC will merge with and into QMLP -- QMLP Merger -- with
        QMLP surviving the QMLP Merger and (i) each outstanding
        common unit of QMLP will entitle the holder thereof to the
        right to receive 0.4033 shares of PostRock common stock,
        (ii) all of the outstanding general partner units of QMLP
        will be converted into (x) one general partner unit of
        QMLP and (y) a number of shares of PostRock common stock
        equal to the product obtained by multiplying the aggregate
        number of shares of PostRock common stock issued to
        holders of QMLP common units in the QMLP Merger and
        0.30612%, and (iii) all of the outstanding incentive
        distribution rights and subordinated units of QMLP will be
        cancelled for no consideration;

     4. Following the QELP Merger, PostRock and QEGP will convert
        QELP into a Delaware limited liability company -- OGLLC --
        with OGLLC becoming a wholly-owned direct subsidiary of
        PostRock;

     5. Following the QMLP Merger, QMHC and QMGP will convert QMLP
        into a Delaware limited liability company -- PLLC -- with
        PLLC becoming a wholly-owned direct subsidiary of QMHC;

     6. Following the conversion of QMLP into PLLC, QMGP will
        merge with and into QRCP -- QMLP GP Merger -- and each
        outstanding QMGP unit held by persons other than QRCP will
        entitle the holder thereof to the right to receive a
        number of shares of PostRock common stock equal to the
        quotient obtained by dividing the number of shares of
        PostRock common stock to be received by QMGP in the QMLP
        Merger by the total number of QMGP units outstanding and
        held by persons other than QRCP; and

     7. Following the QMLP GP Merger, QEGP will merge with and
        into QRCP -- QELP GP Merger -- and each outstanding QEGP
        unit will be cancelled for no consideration.

On October 2, 2009, the parties entered into a First Amendment to
the Agreement and Plan of Merger.  Under the terms of the Merger
Agreement Amendment:

     -- certain technical changes were made to the Original
        Agreement to reflect an internal restructuring that
        resulted in QELP Merger Sub being a wholly owned direct
        subsidiary of QRCP (not PostRock) and QMLP Merger Sub
        being a wholly owned direct subsidiary of QRCP (not QMHC);

     -- rather than QMAC merging with and into QMLP, QMLP will
        merge with and into QMAC, with QMAC surviving the QMLP
        Merger; additionally, by virtue of the QMLP Merger, as
        revised, all of the outstanding general partner units of
        QMLP will be converted into a number of shares of PostRock
        common stock equal to the product obtained by multiplying
        the aggregate number of shares of PostRock common stock
        issued to holders of QMLP common units in the QMLP Merger,
        as revised, and 0.30612%;

     -- the conversion of QMLP into PLLC was removed as a step of
        the Recombination;

     -- rather than QMGP merging with and into QRCP, QMGP will
        merge with and into QMLP Merger Sub as the surviving
        entity of the QMLP Merger; and

     -- rather than QEGP merging with and into QRCP, QEGP will
        merge with and into OGLLC.

Under the Original Agreement, the nine-member PostRock board of
directors at the closing of the Recombination was expected to
consist of William H. Damon III, Jon H. Rateau, Gary M. Pittman,
Mark A. Stansberry, J. Philip McCormick, Daniel Spears, Duke R.
Ligon, Edward Russell and David C. Lawler.  The Merger Agreement
Amendment substituted Gabriel Hammond for Edward Russell as one of
the PostRock board members to be designated by the board of
directors of QMGP.

The Merger Agreement Amendment added a new provision providing
that each share of PostRock common stock held by QRCP will be
cancelled for no consideration immediately following the closing
of the Recombination and clarified the provisions relating to
PostRock's obligation to provide directors' and officers'
liability insurance for the existing and certain former directors
and officers of QRCP, QEGP and QMGP after the closing of the
Recombination.

Shortly before the signing of the Original Agreement, one of the
QMLP investors had abandoned its QMLP common units.  The abandoned
QMLP common units were inadvertently included in calculating the
QMLP exchange ratio contained in the Original Agreement.  The
Merger Agreement Amendment therefore also permitted QMLP to make a
distribution of additional common units to its common unitholders
in order to increase the number of outstanding common units to
match, as closely as practicable, the number set forth in the
Original Agreement.  The effect of the distribution was to
preserve the relative ownership percentages of PostRock agreed to
by the parties without the need to amend the QMLP exchange ratio.

                   Amendment to Support Agreement

On October 2, 2009, the Support Agreement, dated as of July 2,
2009, among QRCP, QMLP, QELP and certain unitholders of QMLP was
amended by the First Amendment to the Support Agreement to add
Alerian Opportunity Partners IX, LP and Alerian Opportunity
Partners IV, LP, who are QMLP common unitholders, as parties to
the Support Agreement.  Accordingly, including Alerian, the
holders of roughly 73% of the outstanding QMLP common units have
agreed, subject to the terms of the Support Agreement, to, among
other things, vote in favor of the approval and adoption of the
Merger Agreement and the QMLP Merger.  With the addition of
Alerian as a party to the Support Agreement, the requisite QMLP
unitholder approval is assured unless the Support Agreement (as
amended) is terminated prior to such approval in accordance with
its terms.

The Support Agreement Amendment also provided that Alerian, as
holder of 7.5% of the outstanding membership interests of QMGP,
will approve the QMLP GP Merger and take all actions and execute
and deliver all documents necessary to effectuate the QMLP GP
Merger.

The Support Agreement also adjusted the scheduled number of QMLP
common units held by each QMLP common unitholder party thereto to
reflect the pro rata distribution of QMLP common units to all QMLP
common unitholders.

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net/, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.

QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.

As reported by the Troubled Company Reporter on October 6, 2009,
Quest Cherokee, LLC, Quest Energy Partners, L.P., and Quest
Cherokee Oilfield Service, LLC, on September 30, 2009, entered
into a Third Amendment to Second Lien Senior Term Loan Agreement
to extend the maturity date of the Second Lien Senior Term Loan
Agreement, as amended, from September 30, 2009 to October 31,
2009.  The Third Amendment is among Quest Cherokee, as borrower,
the Partnership and QCOS, as guarantors, Royal Bank of Canada, as
administrative agent and collateral agent, KeyBank National
Association, as documentation agent, Societe Generale, as
documentation agent, and the lenders party thereto.

In July 2009, QRCP's lenders led by RBC agreed to waive the
interest coverage ratio and leverage ratio covenants for the
fiscal quarter ended June 30, 2009; and defer until September 30,
2009, interest payment due on June 30, 2009.


R & G PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: R & G Properties
        5680 N. Elston Ave.
        Chicago, IL 60646

Bankruptcy Case No.: 09-37463

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Eugene Crane, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  Email: ecrane@craneheyman.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/ilnb09-37463.pdf

The petition was signed by George Michael, partner of the Company.


RAPTOR PHARMACEUTICAL: Dismisses Ernst & Young as Auditors
----------------------------------------------------------
Raptor Pharmaceutical Corp., reports that on September 29, 2009 --
immediately after the effective time of its merger with
TorreyPines Therapeutics, Inc. -- the board of directors of Raptor
approved the dismissal of Ernst & Young LLP as Raptor's
independent registered public accounting firm.

The audit report of E&Y with respect to TorreyPines' fiscal year
ended December 31, 2008, did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principle, except that the
audit report included an uncertainty paragraph raising substantial
doubt about TorreyPines' ability to continue as a going concern.

On September 29, 2009, immediately after the effective time of the
Merger, the board of directors of Raptor engaged Burr, Pilger &
Mayer, LLP, Rap Pharma's independent registered public accounting
firm for the fiscal year ending August 31, 2009, as Raptor's
independent registered public accounting firm for the fiscal year
ending August 31, 2010.

As reported by the Troubled Company Reporter, Raptor
Pharmaceuticals and TorreyPines Therapeutics, Inc., completed
their merger on September 30, 2009.  The combined company is named
"Raptor Pharmaceutical Corp." and commenced trading on the NASDAQ
Capital Market under the ticker symbol "RPTP" on September 30.
Pursuant to NASDAQ's regulations, for the first 20 trading days
the ticker symbol will be "RPTPd".  The Companies' stockholders
approved the proposals to complete the merger at its annual
meeting of stockholders held September 28, 2009.

The aggregate market value of Raptor's outstanding common equity
held by non-affiliates on October 6, 2009, was approximately
$55.5 million.

The combined company is headquartered in Novato, California, and
managed by Raptor's existing management team.

On July 27, 2009, Raptor and TorreyPines entered into a definitive
merger agreement.  Under terms of the merger agreement, Raptor
will be merged with and into a wholly owned subsidiary of
TorreyPines upon closing.  TorreyPines will issue, and Raptor
stockholders will receive, shares of TorreyPines common stock such
that Raptor stockholders will own 95%, and TorreyPines
stockholders will own 5%, of the combined company.

                        About TorreyPines

TorreyPines Therapeutics, Inc. -- http://www.tptxinc.com/-- is a
biopharmaceutical company that aims to develop product candidates
each capable of treating a number of acute and chronic diseases
and disorders such as migraine and chronic pain.  The company
currently has two ionotropic glutamate receptor antagonist
clinical stage product candidates.

As of June 30, 2009, TorreyPines had $1.42 million in total assets
and $149,000 in total liabilities.  As of June 30, 2009, the
Company's accumulated deficit was $121.9 million.  Without
additional sources of cash, it said existing working capital is
not sufficient to meet the cash requirements necessary to fund its
planned operating expenses and working capital requirements
through December 31, 2009.

TorreyPines had indicated if it cannot complete the merger with
Raptor in a timely manner, or otherwise obtain sufficient funding
in the short-term, it may be forced to file for bankruptcy, cease
operations or liquidate and dissolve the Company.

The audit report of Ernst & Young LLP, independent registered
public accounting firm, included in TorreyPines Therapeutics'
Annual Report on Form 10-K for the year ended December 31, 2008,
contained an explanatory paragraph describing conditions that
raise substantial doubt about TorreyPines Therapeutics' ability to
continue as a going concern.

                   About Raptor Pharmaceutical

Based in Novato, California, Raptor Pharmaceutical Corp. --
http://www.raptorpharma.com/-- is dedicated to speeding the
delivery of new treatment options to patients by working to
improve existing therapeutics through the application of highly
specialized drug targeting platforms and formulation expertise.
The Company focuses on underserved patient populations where it
can have the greatest potential impact and currently has product
candidates in clinical development designed to treat nephropathic
cystinosis, non-alcoholic steatohepatitis, Huntington's Disease,
aldehyde dehydrogenase deficiency and a non-opioid solution
designed for chronic pain.

The Company's preclinical programs are based upon bioengineered
novel drug candidates and drug-targeting platforms derived from
the human receptor-associated protein and related proteins that
are designed to target cancer, neurodegenerative disorders and
infectious diseases.

The audit report of Burr, Pilger & Mayer, LLP, independent
registered public accounting firm, included in Raptor
Pharmaceuticals' Annual Report on Form 10-K for the year ended
August 31, 2008, contained an explanatory paragraph describing
conditions that raise substantial doubt about Raptor's ability to
continue as a going concern.


REAL MEX: Commences Exchange Offer for 14% Senior Secured Notes
---------------------------------------------------------------
Real Mex Restaurants, Inc., is offering to exchange an aggregate
principal amount of $130,000,000 of registered 14% Senior Secured
Notes due 2013 -- new notes -- for any and all of the Company's
unregistered 14% Senior Secured Notes due 2013 -- old notes --
that were issued in a private offering on July 7, 2009.  The old
notes are, and the new notes will be, jointly and severally
guaranteed on a senior secured basis by the Company's parent and
each of its existing and future domestic restricted subsidiaries.

Terms of the exchange offer:

     -- Real Mex will exchange all old notes that are validly
        tendered and not withdrawn prior to the expiration of the
        exchange offer.

     -- Holders may withdraw tenders of old notes at any time
        prior to the expiration of the exchange offer.

     -- Real Mex believes that the exchange of old notes will not
        be a taxable event for U.S. federal income tax purposes.

     -- Real Mex will not receive any proceeds from the exchange
        offer.

     -- The exchange notes are substantially identical to the
        original notes, except that the exchange notes will be
        registered under the Securities Act of 1933, as amended,
        or the "Securities Act," and will not bear any legend
        restricting their transfer.

     -- Real Mex does not intend to apply for listing of the notes
        on any securities exchange or for inclusion of the notes
        in any automated quotation system.

     -- The exchange offer expires at 5:00 p.m., New York City
        time, on November 9, 2009.

Wells Fargo Bank, National Association, is serving as the exchange
agent in connection with the exchange offer.

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

               http://ResearchArchives.com/t/s?46d3

Real Mex Restaurants, Inc., owns and operates restaurants,
primarily under the names El Torito(R), Acapulco Mexican
Restaurant Y Cantina(R) and Chevys Fresh Mex(R).  At December 28,
2008, the Company, primarily through its major subsidiaries (El
Torito Restaurants, Inc., Chevys Restaurants LLC and Acapulco
Restaurants, Inc.), owned and operated 190 restaurants, of which
157 were in California and the remainder in 12 other states.  The
Company's other major subsidiary, Real Mex Foods, Inc., provides
internal production, purchasing and distribution services for the
restaurant operations and manufactures specialty products for
sales to outside customers.

At March 29, 2009, the company's balance sheet showed total assets
of $287.3 million, total liabilities of $272.9 million and
stockholders' equity of about $14.4 million.

The Company's Senior Secured Notes and senior unsecured credit
facility each mature in 2010 and the Company will require
additional financing to meet this obligation.  The Company is
currently evaluating its options to raise the necessary funds.  No
assurance can be given that the Company will be able to refinance
any of its indebtedness on commercially reasonable terms or at
all.

                           *     *     *

As reported by the Troubled Company Reporter on July 15, 2009,
Moody's Investors Service upgraded Real Mex Restaurant's
Speculative Grade Liquidity rating to SGL-3 from SGL-4,
recognizing its improved liquidity as a result of the recently
completed refinancing.  Moody's also revised the rating on the
company's newly issued $130 million 14% 2nd lien senior secured
notes due 2012 to B3 from the initial provisional rating of (P)B3,
upon closing of the transaction.  Proceeds from the issuance were
mainly used to refinance the 10% 2nd lien senior secured notes due
April 1, 2010.  The Caa2 Corporate Family Rating remains
unchanged, while the rating outlook is revised to stable from
developing.

The TCR said July 8, 2009, Standard & Poor's Ratings Services
affirmed the ratings on Real Mex Restaurants, including its 'B-'
corporate credit rating.  This action comes after the company
priced $130 million of the senior secured notes at a 17.98% yield
with a 14% coupon and 90% original issue discount.


REALOGY CORP: Bank Debt Trades at 17% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy
Corporation is a borrower traded in the secondary market at 82.92
cents-on-the-dollar during the week ended Oct. 9, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.33 percentage points
from the previous week, The Journal relates.  The loan matures on
Sept. 30, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa1
rating and Standard & Poor's CCC- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended Dec. 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

At March 31, 2009, Realogy had $8.62 billion in total assets,
$9.62 billion in total liabilities, and $997 million in
stockholders' deficit.


REALOGY CORP: S&P Affirms 'C' Rating on Second-Lien Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Realogy
Corp.'s second-lien term loan, following the company's closing on
the previously announced $135 million aggregate principal amount
delayed-draw portion of the loan, which brings the total amount of
the loan to $650 million.  S&P affirmed the issue-level rating at
'C' and the recovery rating at '6', indicating S&P's expectation
of negligible (0% to 10%) recovery for lenders in the event of a
payment default.

The corporate credit rating on Realogy is 'CC' and the rating
outlook is negative.

                           Ratings List

                           Realogy Corp.

           Corporate Credit Rating      CC/Negative/--
           Second-Lien Loan             C
             Recovery Rating            6


RENEW ENERGY: Creditors, Bondholders Object to 'Rushed' Sale
------------------------------------------------------------
Law360 reports that bondholders and unsecured creditors of Renew
Energy LLC have objected to the company's proposal for selling its
assets, saying the proposal -- which does not include a stalking
horse bidder or require an auction -- is premature and vague.

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com/-- operates an ethanol plant
facility.  The Company filed for Chapter 11 on January 30, 2009
(Bankr. W.D. Wis. Case No. 09-10491).  Christopher Combest, Esq.,
at Quarles & Brady LLP, represents the Debtor in its restructuring
efforts.  William T. Neary, the United States Trustee for Region
11, appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  The Debtor disclosed $188,953,970 in total
assets and $194,410,573 in total debts.


RENWOOD VINEYARD: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Renwood Vineyard Properties, Ltd.
        10461 Old Placerville Rd #150
        Rancho Cordova, CA 95827

Case No.: 09-41962

Chapter 11 Petition Date: October 9, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Julia P. Gibbs, Esq.
            1329 Howe Ave #205
            Sacramento, CA 95825-3363
            Tel: (916) 646-2800

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

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

According to the schedules, the Company has assets of at least
$14,685,000, and total debts of $8,335,111.

The petition was signed by Robert I. Smerling, the company's
president and chairman of the board.

Debtor's List of 17 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Renwood Winery, Inc.                                  $736,850
12225 Steiner Road
Plymouth, CA 95669

Amador County Tax Collector                           $16,955
                                                      Collateral:
                                                      $6,800,000
                                                      Unsecured:
                                                      $16,955

Mid Valley Agricultural                               $15,784

Whitney Davis, Esq.                                   $10,807

Richard Hyde Law Offices                              $9,345

Aqua Sierra Controls, Inc.                            $8,838

Hunt & Sons                                           $5,149

Sacramento For Tractor                                $3,585

Jackson Tire, Inc.                                    $2,804

Wilkinson Portables, Inc.                             $815

Sierra Foothill Lab, Inc.                             $774

ATI Parts-Sutter Creek                                $695

Geotechnical Research &                               $652
Development

Dellavalle, Inc.                                      $248
Laboratory, Inc.

Farm Plan                                             $243

Safeguard Pest Control                                $230

Riebes Auto Parts                                     $62


REVLON CONSUMER: S&P Puts 'B-' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on Revlon Consumer Products, and its issue-level
ratings on the company, on CreditWatch with positive implications,
meaning the ratings could be raised or affirmed following the
completion of S&P's review.

The CreditWatch placement follows Revlon Inc.'s announcement that
it completed its previously announced offer to stockholders (other
than MacAndrews & Forbes Holdings Inc. and its affiliates) to
exchange, on a voluntary basis, its Class A common stock for newly
issued shares of Revlon Inc. preferred stock.  The consummation of
this exchange offer extended the maturity of the senior
subordinated term loan owed to MacAndrews & Forbes by RCPC (a
portion of which was contributed to Revlon).  The contributed loan
of $ 48.6 million will mature in October 2013 and the remaining $
58.4 million balance will mature in October 2014.  As a result of
this transaction, Revlon will not have any scheduled debt
maturities until 2011.  S&P believes Revlon's operating and
financial trends have improved from historical levels.

To resolve the CreditWatch listing, S&P's analysis will focus on
the underlying business trends, the effect of foreign exchange
exposure, and the company's operating and financial policies.  S&P
could raise the ratings if the company is able to sustain its
positive operating momentum and improved credit measures, and if
underlying business trends do not deteriorate.  S&P could affirm
the ratings if the underlying business trends weaken or if the
company is not able to sustain improved credit measures.


RITE AID: Has Placed Bohemia, NY Distribution Center for Sale
-------------------------------------------------------------
Rite Aid Corporation reports that during the 13-week period ended
August 29, 2009, the Company has placed its Bohemia, New York
distribution center facility for sale.

On Wednesday, Rite Aid filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the 13 and 26
weeks ended August 29, 2009.

Rite Aid posted a net loss of $116,012,000 for the 13 weeks ended
August 29, 2009, from a net loss of $221,997,000 for the same
period ended August 30, 2008.

Rite Aid booked revenues of $6,321,870,000 for the 13 weeks ended
August 29, 2009, from $6,500,244,000 for the same period ended
August 30, 2008.

Rite Aid posted a net loss of $214,458,000 for the 26 weeks ended
August 29, 2009, from a net loss of $378,637,000 for the same
period ended August 30, 2008.

Rite Aid booked revenues of $12,853,048,000 for the 26 weeks ended
August 29, 2009, from $13,113,100,000 for the same period ended
August 30, 2008.

Revenues decreased during the quarter due to store closures and
decreases in front-end same store sales, driven by the continued
recessionary environment partially offset by an increase in
pharmacy same store sales.

The Company expects front-end sales to continue to be pressured
during the remainder of fiscal 2010 due to the current economic
environment, which is causing consumers to spend less on non-
essential items and be more aggressive about searching for
promotional sales.

At August 29, 2009, the Company had $8,052,678,000 in total assets
against $9,453,207,000 in total liabilities, resulting in
$1,400,529,000 in stockholders' deficit.

In its Form 10-Q report, Rite Aid said, "We are highly leveraged.
Our high level of indebtedness: (i) limits our ability to obtain
additional financing; (ii) limits our flexibility in planning for,
or reacting to, changes in our business and the industry; (iii)
places us at a competitive disadvantage relative to our
competitors with less debt; (iv) renders us more vulnerable to
general adverse economic and industry conditions; and (v) requires
us to dedicate a substantial portion of our cash flow to service
our debt.  Based upon our current levels of operations and planned
improvements in our operating performance, we believe that cash
flow from operations together with available borrowings under the
senior secured credit facility, sales of accounts receivable under
our securitization agreements and other sources of liquidity will
be adequate to meet our requirements for working capital, debt
service and capital expenditures for the next twelve months.  We
will continue to assess our liquidity position and potential
sources of supplemental liquidity in light of our operating
performance, and other relevant circumstances.  Should we
determine, at any time, that it is necessary to obtain additional
short-term liquidity, we will evaluate our alternatives and take
appropriate steps to obtain sufficient additional funds.  There
can be no assurance that any such supplemental funding, if sought,
could be obtained or if obtained, would be on terms acceptable to
us."

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?4697

                     About Rite Aid Corporation

Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- is
one of the nation's leading drugstore chains.  On September 26,
2009, the company operated 4,809 stores compared to 4,922 stores
in the like period a year ago.

                           *     *     *

Rite Aid carries a 'Caa2' probability of default and corporate
family ratings from from Mody's, 'B-' issuer default rating from
Fitch, and 'B-' issuer credit ratings from Standard & Poor's.


ROCKY BAY LLC: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rocky Bay, LLC
        PO Box 6311
        Ketchikan, AK 99901

Bankruptcy Case No.: 09-00735

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Alaska (Ketchikan)

Judge: Donald MacDonald IV

Debtor's Counsel: David H. Bundy, Esq.
                  3201 C Street, Suite 301
                  Anchorage, AK 99503
                  Tel: (907) 248-8431
                  Fax: (907) 248-8434
                  Email: dhb@alaska.net

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

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

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

             http://bankrupt.com/misc/akb09-00735.pdf

The petition was signed by Donald G. Munhoven, member of the
Company.


SAMSONITE STORES: Files Amended Chapter 11 Plan
-----------------------------------------------
Samsonite Company Stores LLC delivered to the U.S. Bankruptcy
Court for the District of Delaware a first amended disclosure
statement describing its first amended Chapter 11 plan of
reorganization that provides the payment in full of all claims.

The plan will be funded from the Debtor's existing cash balances
and their parent, Samsonite LLC.

Several retail landlords including Birch Run Outlets II LLC, Coral
Isle Factory Shops Limited Partnership and Gaffney Outlets LLC
said that the Debtor's plan did not state when the administrative
expenses are to be paid, which include claims for any postpetition
rent.  The claims are to be paid in full without interest, if they
are allowed, the landlords note.

A full-text copy of the amended disclosure statement is available
for free at http://ResearchArchives.com/t/s?46c6

A full-text copy of the amended Chapter 11 plan is available for
free at http://ResearchArchives.com/t/s?46c7

A full-text copy of the blacklined amended disclosure statement is
available for free at http://ResearchArchives.com/t/s?46c8

A full-text copy of the blacklined amended plan is available for
free at http://ResearchArchives.com/t/s?46c9

                  About Samsonite Company Stores

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31,2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  The case has been assigned to
Judge Peter J. Walsh.


SEA LAUNCH: Creditors Challenge Boeing's Top Status
---------------------------------------------------
According to Law360, the unsecured creditors committee in the
bankruptcy proceedings for Sea Launch Co. LLC has asked the
Bankruptcy Court for standing to sue Boeing Commercial Space Co.
to get Boeing recharacterized as an equity holder rather than a
substantial creditor to Sea Launch.

Sea Launch Co. is a satellite-launch services provider that offers
commercial space launch capabilities from the Baikonur Space
Center in Kazakhstan.  Its owners include Boeing Co., RSC Energia,
and Aker ASA.

Sea Launch Company, L.L.C., filed for Chapter 11 on June 22, 2009
(Bankr. D. Del. Case No. 09-12153).  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, serve as the Debtor's counsel.  At the
time of the filing, the Company said its assets range from
$100 million to $500 million and debts are at least $1 billion.


SELECT MEDICAL: Bank Debt Trades at 3.2% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Select Medical
Corporation is a borrower traded in the secondary market at 96.80
cents-on-the-dollar during the week ended Oct. 9, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.76 percentage
points from the previous week, The Journal relates.  The loan
matures on Feb. 24, 2012.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba2 rating and Standard & Poor's B+ rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 9, among the 155
loans with five or more bids.

Headquartered in Mechanicsburg, Pennsylvania, Select Medical
Corporation -- http://www.selectmedicalcorp.com/-- is an operator
of specialty   hospitals in the United States.  Select operates 89
long-term acute care hospitals and four acute medical
rehabilitation hospitals in 26 states.  Select is also an operator
of outpatient rehabilitation clinics in the United States, with
approximately 1,106 locations in 37 states and the District of
Columbia.  Select also provides medical rehabilitation services on
a contract basis at nursing homes, hospitals, assisted living and
senior carecenters, schools and worksites.

Moody's Investor Services placed Select Medical Corp.'s bank loan
debt rating at 'Ba2' and senior unsubordinated debt rating at 'B3'
in March 2007.  The ratings still hold to date with a stable
outlook.


SEQUENOM INC: Dr. Stylli Resigns From Board of Directors
--------------------------------------------------------
Sequenom, Inc., reports that Harry Stylli, Ph.D., submitted his
resignation as director effective immediately on September 28,
2009.

As reported by the Troubled Company Reporter, the Company on
September 28, 2009, terminated the employment of Dr. Stylli as
president and chief executive officer, and its senior vice
president of research and development, Elizabeth Dragon, Ph.D.,
effective immediately.  In connection with the termination of his
employment, the Company's board of directors requested that Dr.
Stylli resign as a director.

On September 25, 2009, Paul Hawran informed the Company that he is
resigning as its chief financial officer effective immediately.

The Company's board of directors has appointed Harry F. Hixson,
Jr., Ph.D., to serve as its interim chief executive officer
effective September 28, 2009.  Dr. Hixson who is 71 years old has
been the Company's chairman of the board of directors since 2003.
He also currently serves as the chairman of the board of directors
of BrainCells, Inc., a biopharmaceutical company focused on
central nervous system drug development that he co-founded, where
he was chief executive officer from September 2004 until September
2005.  Dr. Hixson served as chief executive officer of Elitra
Pharmaceuticals, Inc., a biopharmaceutical company focused on
anti-infective drug development, from February 1998 until May
2003.  He joined Amgen, Inc. in 1985 and served as president and
chief operating officer and as a member of its board of directors
from 1988 to 1991.  Prior to Amgen, Dr. Hixson held various
management positions with Abbott Laboratories, including vice
president of its diagnostic products business group and vice
president of research and development in its diagnostics division.

Dr. Hixson also is a director of Arena Pharmaceuticals, Inc.,
Infinity Pharmaceuticals, Inc., and Novabay Pharmaceuticals.  Dr.
Hixson received his Ph.D. in physical biochemistry from Purdue
University and his M.B.A. from the University of Chicago.  Dr.
Hixson's annual salary for service as the Company's interim chief
executive officer has been set at $475,000.  The target level for
Dr. Hixson's annual bonus was set at 50% of his base salary
although his bonus for 2009 has been prorated and will be paid
provided he continues as chief executive officer through the end
of 2009.  Dr. Hixson has been added to the Company's change in
control severance benefit plan as a Tier I participant.  Dr.
Hixson has not been granted an equity award in connection with his
appointment, but the Company anticipates that the compensation
committee of the board of directors will meet to consider and
approve an equity award no later than the next regularly scheduled
meeting of the Company's board of directors in October.

The Company's board of directors has appointed Ronald M. Lindsay,
Ph.D., to serve as its interim senior vice president of research
and development effective September 28, 2009.  Dr. Lindsay who is
61 years old has been a director since 2003.  He currently
operates Milestone Consulting, a biopharmaceutical consulting
firm.  Dr. Lindsay served as vice president, research and
development, and chief science officer of diaDexus Inc., a
biotechnology company, from 2000 to January 2004.  From 1997
through 2000, Dr. Lindsay served in various senior management
roles with Millennium Pharmaceuticals, Inc., a biopharmaceutical
company.  From 1989 to 1997, Dr. Lindsay served in various roles
with Regeneron Pharmaceuticals Inc., of which he was a founding
scientist.  He is a director of Arqule Inc., and HistoRx Inc. Dr.
Lindsay received his Ph.D. in biochemistry from the University of
Calgary.

Dr. Lindsay's annual salary for service as interim senior vice
president of research and development has been set at $325,000.
The target level for Dr. Lindsay's annual bonus was set at 25% of
his base salary although his bonus for 2009 has been prorated and
will be paid provided he continues as senior vice president of
research and development through the end of 2009.  Dr. Lindsay has
been added to the Company's change in control severance benefit
plan as a Tier II participant.  Dr. Lindsay has not been granted
an equity award in connection with his appointment, but the
Company anticipates that the compensation committee will meet to
consider and approve an equity award no later than the next
regularly scheduled meeting of the Company's board of directors in
October.

The Company's board of directors has designated Justin J. File as
its principal financial and accounting officer effective
September 28, 2009.  Mr. File who is 39 years old has been the
Company's controller since March 2007.  He was assistant
controller at Applied Micro Circuits Corporation, a communications
semiconductor company, from November 2005 until March 2007.  Mr.
File was employed by Siegfried Resources, LLC, a provider of
accounting and finance professionals on a temporary basis, from
January 2005 until November 2005.  He was controller, manager of
finance and administration and treasurer of ESI U.S. Holdings, a
provider of digital simulation software for prototyping and
manufacturing processes, from July 2003 until January 2005.  Mr.
File is a certified public accountant.

                        About Sequenom Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

At June 30, 2009, the Company's balance sheet showed total assets
of $113.8 million, total liabilities of $26.3 million and
stockholders' equity of $87.5 million.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SIERRA KINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Sierra Kings Health Care District
        372 W. Cypress Avenue
        Reedley, CA 93654

Bankruptcy Case No.: 09-19728

Chapter 11 Petition Date: October 8, 2009

Court: Eastern District of California (Fresno)

Debtor's Counsel: Riley C. Walter, Esq.
                  8305 N Fresno St #410
                  Fresno, CA 93720
                  Tel: (559) 435-9800

Estimated Assets: Less than $50,000

Estimated Debts: Less than $50,000

A full-text copy of the Debtor's petition together with the list
of 20 largest unsecured creditors is available for free at:

           http://bankrupt.com/misc/califeb09-19728.pdf

The petition was signed by Sanford Haskins, chief executive
officer.


SIMPLY MEDIA: First Circuit Frowns on Second Frivolous Appeal
-------------------------------------------------------------
WestLaw reports that deficiencies in the appellate brief of a
debtor and his wife rendered their appeal of a judgment in favor
of the creditor and the bankruptcy trustee frivolous.  The brief
failed to adequately present any issue for review, left unclear
what claims were being advanced and what facts bore on what
claims, cited only three cases unrelated to the appeal, did not
seriously engage with any precedents that had bearing on any issue
in the appeal, rarely provided citations to the record, and
offered only occasional quotations from the trial transcript that
did not support the bulk of the brief's factual assertions.  In re
Simply Media, Inc., --- F.3d ----, 2009 WL 3210591 (1st Cir.
(N.H.)).

"We addressed these issues in the prior appeal, In re: Simply
Media, Inc., 566 F.3d at 236, and explained why the briefing did
not develop law or facts in support of the claims and why they
were facially unpersuasive," the First Circuit panel said in its
ruling.  Coverage of the First Circuit's prior ruling appeared in
the Troubled Company Reporter on May 20, 2009.

"Given the deficiencies of the present briefing," the First
Circuit panel continues, "we dismiss this appeal, Reyes-Garcia v.
Rodriguez & Del Valle, Inc., 82 F.3d 11, 15-16 (1st Cir. 1996),
and order [Mrs.] Brown's counsel of record to show cause by
written response within 14 days as to why the court should not
order payment by him personally of attorney's fees, double costs
or both for a brief that renders the appeal frivolous. See Fed. R.
App. P. 38; 1st Cir. R. 38.0."


SINCLAIR BROADCAST: Commences Tender Offers for 3% & 4.875% Notes
-----------------------------------------------------------------
Sinclair Television Group, Inc., a wholly owned subsidiary of
Sinclair Broadcast Group, Inc., is commencing cash tender offers
for any and all of the Company's outstanding 3.0% Convertible
Senior Notes due 2027 (CUSIP No. 829226AW9) and 4.875% Convertible
Senior Notes due 2018 (CUSIP No. 829226AU3).  The holders of the
3.0% Notes and 4.875% Notes are entitled to require the Company to
repurchase such Notes at 100% of their principal amount in May
2010 and January 2011, respectively.  Approximately $294.3 million
of the 3.0% Notes and $143.5 million of the 4.875% Notes are
currently outstanding.

The Company also has entered into a Memorandum of Understanding
with Cunningham Broadcasting Corporation.  The MOU is contingent
upon the refinancing of the Notes.

The Company also intends to issue second lien notes in a private
placement to finance the tender offers, the terms of which are
different than the terms negotiated with the ad hoc committee
representing certain holders of the Notes, as previously
disclosed.  The ad hoc committee supports the terms of the tender
offers.

Under the terms of the tender offers, any 3.0% Notes validly
tendered and not validly withdrawn on or prior to the expiration
date will be purchased at a purchase price of $980 per $1,000 in
principal amount and any 4.875% Notes validly tendered and not
validly withdrawn on or prior to the expiration date will be
purchased at a purchase price of $980 per $1,000 in principal
amount.  Tendering holders will also receive accrued and unpaid
interest from the last interest payment date to the settlement
date.  The tender offers will be conditioned on, among other
things, receipt of sufficient proceeds from the unregistered,
private placement of the second lien notes to fund the tender
offers and an amendment of Sinclair's senior secured credit
facility to allow the issuance of the second lien notes.  If any
of the conditions is not satisfied, Sinclair is not obligated to
accept for payment, purchase or pay for, and may delay the
acceptance for payment of, any tendered notes, in each event
subject to applicable laws, and may terminate the tender offers.
The tender offers are not conditioned on the tender of a minimum
principal amount of Notes.

Sinclair intends to fund the cash tender offers, and all related
costs and expenses, with the net proceeds from the unregistered,
private placement of second lien notes and, if needed, a draw on
the revolving line of credit under its senior secured credit
facility or cash on-hand.

The tender offers will expire at 12:00 midnight, New York City
time, on Thursday, November 5, 2009, unless extended or earlier
terminated by Sinclair.  Payment of the purchase price for the
Notes validly tendered and not validly withdrawn on or prior to
the expiration date will be made as promptly as practicable, which
is expected to be the second New York City business day after the
expiration date.

MacKenzie Partners, Inc., serves as Information Agent for the
tender offers.  It may be reached at (212)-929-5500.

J.P. Morgan Securities Inc. is acting as Dealer Manager for the
tender offers.  Questions concerning the tender offers may be
directed to J.P. Morgan Securities Inc. at (800) 245-8812 or
collect at (212) 270-3394. U.S. Bank National Association has been
appointed to act as the depositary for the tender offers.

A full-text copy of the Offer to Purchase, dated October 8, 2009,
filed with the Securities and Exchange Commission, is available at
no charge at http://ResearchArchives.com/t/s?46bb

A full-text copy of the Letter of Transmittal is available at no
charge at http://ResearchArchives.com/t/s?46bc

A full-text copy of the Tender Offer Statement is available at no
charge at http://ResearchArchives.com/t/s?46bd

None of Sinclair and the Company, including the Board of Directors
of each, the Information Agent, the Dealer Manager, the Depositary
or any other person, has made or makes any recommendation as to
whether holders of the Notes should tender, or refrain from
tendering, all or any portion of their Notes pursuant to the
tender offers, and no one has been authorized to make such a
recommendation. Holders of the Notes must make their own decisions
as to whether to tender their Notes.

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
approximately 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

As of June 30, 2009, the Company had $1.60 billion in total assets
and $1.75 billion in total liabilities.

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


SINCLAIR BROADCAST: Moody's Reviews 'Caa2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service placed Sinclair Broadcast Group, Inc.'s
Caa2 Corporate Family Rating, Caa3 Probability of Default Rating
and the debt instrument ratings of Sinclair and its subsidiary,
Sinclair Television Group, Inc., on review for possible upgrade.
The review follows Sinclair's announcement that STG has commenced
a tender offer for Sinclair's 3.0% and 4.875% Convertible Senior
Notes putable in May 2010 and January 2011, respectively, and
entered into a non-binding memorandum of understanding with
Cunningham Broadcasting Corporation to amend the terms of their
local marketing agreement.

The rating actions supersede the review for possible downgrade
initiated on July 13, 2009, and reflect Moody's increased level of
confidence that a better projected revenue environment and
improved credit market conditions will allow Sinclair to access
markets at sufficiently economic terms to address its near-term
liquidity needs and sustain the existing capital structure.  The
progress that Sinclair has made in negotiating terms of financing
arrangements and the potential resolution of material negative
contingencies relating to Cunningham and the LMA are also key
considerations.  Moody's also updated the loss given default
estimates on the existing instruments to reflect the current debt
mix.

On Review for Possible Upgrade:

Issuer: Sinclair Broadcast Group, Inc.

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Caa2

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Caa3

  -- 4.875% Senior Subordinated Notes, Placed on Review for
     Possible Upgrade, currently Caa2 (no change to LGD4 - 59%)

Issuer: Sinclair Television Group, Inc

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently B1 (no change to LGD1 - 5%)

  -- 8% Senior Subordinated Notes, Placed on Review for Possible
     Upgrade, currently Caa3 (changed to LGD3 - 31% from LGD3 -
     32%)

STG plans to utilize the proceeds from new second lien notes to
fund the tender offer for the putable notes at 98% of par.  The
proposed adjustments to the LMA would result in Sinclair having to
fund the repayment of Cunningham's $33.5 million credit facility
over the next three years, and result in an adjustment to
Sinclair's LMA fee beginning in October 2012 to the greater of
$5 million or 3% of net broadcast revenue ($2.1 million based on
$70 million of LTM 6/30/09 revenue contributed by the Cunningham
stations).  Cunningham's lenders have tentatively agreed to extend
the term of the facility (currently maturing on 10/31/09) if
Cunningham can demonstrate an ability to repay the principal
balance within three years.  Such an extension would resolve a
potentially material negative contingency for Sinclair whereby a
default by Cunningham on its credit facility would trigger a cross
default under STG's credit facility.  Under the MOU terms,
Cunningham has indicated that it will not seek to reject its LMA
agreements with Sinclair in a bankruptcy proceeding until such
time as the parties have had reasonable time to negotiate.  The
amendments to the LMA are contingent upon completing the tender
offers for the putable notes.

Sinclair disclosed in its July 10, 2009 Form 8-K that Cunningham's
direct contribution to Sinclair's 2009 broadcast cash flow was
approximately $26.2 million with an additional $24-34 million of
indirect BCF contribution due to synergies.  The risk of losing
access to that material share of Sinclair's cash flow was a key
consideration in the prior review for downgrade.  Moody's
estimates that Sinclair can absorb the incremental cash
requirements under the amended LMA terms within its projected free
cash flow over the next three years.  This, along with the now
higher likelihood that the LMA and Cunningham's credit facility
will continue to remain in place, contributes to the review for
upgrade.

In the review, Moody's will consider Sinclair's ability to place a
sufficient amount of second lien notes to fund the tender of the
putable notes and close the amendment to the LMA.  Moody's will
also evaluate Sinclair's plans to fund any putable notes that are
not tendered and its material subsequent maturities through
September 2012, as well as amend the financial covenants in STG's
credit facility to accommodate the increase in secured debt.  In
addition, Moody's will review Sinclair's likely liquidity position
following the completion of the proposed transactions including
its ability to fund the step-up in STG's required term loan
amortization and maintain a reasonable cushion under STG's
financial covenants.  Moody's will review the effect that the
revised LMA terms and increased interest costs associated with the
issuance of new second lien notes will have on Sinclair's free
cash flow generation.  Finally, Moody's will review the notching
implications that a higher level of senior secured debt would have
on the individual debt instrument ratings, which in particular
could prevent or limit the extent to which junior ranking
instruments are upgraded if the CFR is raised.

Given the company's debt-to-EBITDA leverage (approximately 6.9x
LTM 6/30/09 incorporating Moody's standard adjustments), Moody's
would consider a multi-notch CFR upgrade if Sinclair can resolve
its refinancing needs, maintain an adequate projected liquidity
position to get through the current advertising downturn, and
continue to generate meaningful free cash flow after absorbing the
incremental LMA and interest costs.  Moody's also anticipates that
the PDR would return to a level in line with the CFR if an
improvement in Sinclair's liquidity position reduces near-term
default risk, which would in turn result in adjustments to the
loss given default assessments.

The last rating action was on July 13, 2009, when Moody's
downgraded Sinclair's CFR to Caa2 from B3 and PDR to Caa3 from
Caa1.

Sinclair, headquartered in Baltimore, Maryland, is a television
broadcaster, operating 58 television stations in 35 markets.
Sinclair generated revenue of approximately $687 million for the
trailing twelve months ended June 30, 2009.


SMITTY'S BUILDING: Exits Chapter 11, Mulls Sale of Alexandria Unit
------------------------------------------------------------------
Tucker Echols at Washington Business Journal reports that Smitty's
Building Supply Inc. will close and sell its Alexandria location
and consolidate its operations in Manassas, after emerging from
Chapter 11 bankruptcy protection.  The sale of the Alexandria
property would help sustain the business, Business Journal says,
citing Smitty's Building.  According to Business Journal, leaders
of Smitty's Building said that functional obsolescence and a
consumer migration to big-box home improvement centers prevented
the Alexandria location from being a viable part of the Company's
post-bankruptcy plans.  The unit, says the report, is scheduled to
closed by December 1.

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The Company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Andrew J.
Currie, Esq., Lawrence A. Katz, Esq., Kristen Burgers, Esq., and
Abby W. Clifton, Esq., at Venable LLP, represent the Debtors in
their restructuring efforts.  Epiq Bankruptcy Solutions LLC serves
as the Debtors' claims agent.  The U.S. Trustee has appointed an
official committee of unsecured creditors in the case.
LeClairRyan represents the Creditors Committee as counsel.  When
the company filed for protection from their creditors, they listed
assets and debts between $10 million and $50 million each.

The U.S. Bankruptcy Court for the Eastern District of Virginia in
Alexandria confirmed Smitty's Building's Chapter 11 plan in June
2009.


SMURFIT-STONE: Creditors Transfer Ownership of 56 Claims
--------------------------------------------------------
From September 30, 2009, to October 6, 2009, more than 50 claims
were transferred by various creditors to various entities,
including Fair Harbor Capital LLC, Liquidity Solutions, Inc., and
Sierra Liquidity Fund LLC.

Among the claims transferred were the claims of:

   Transferor                                Amount
   ----------                                ------
   Kadant Black Clawson, Inc.              $286,439
   Perimeter Industries Ltd.                140,675
   Fil Mor Express, Inc.                    102,236
   Kadant Webt Systems, Inc.                 63,041
   Atlas North LLC                           37,074
   Double E Company LLC                      27,137
   Richard L. Schuetze, Inc.                 23,314
   Extreme Industrial Coatings LLC           14,757
   Har Adhesive Technologies                 13,682
   Knight Ind. Supplies, Inc.                11,936

In separate filings, Northland-Willette, Inc., withdrew the
transfer of its claims to Sierra Liquidity Fund.

                       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: Deal on U.S. Bank Access to Funds Okayed
-------------------------------------------------------
On behalf of Smurfit-Stone Container Corp., James F. Conlan, Esq.,
at Sidley Austin LLP, in Chicago, Illinois, tells the Court that
the Debtors and U.S. Bank Trust National Association entered into
discussions regarding U.S. Bank's request to confirm that the
automatic stay is not applicable to certain indenture funds.

As a result of the discussions, the Parties agreed that U.S. Bank
will only be authorized to apply or disburse any monies or other
proceeds held as indenture funds for the payment of interest on
certain bonds and U.S. Bank's costs and expenses, including, but
not limited to fees and expenses of counsel and other
professionals.

The Parties' agreement is incorporated in a proposed order which
is available for free at http://bankrupt.com/misc/SmrfPropUSB.pdf

Judge Shannon signed the proposed stipulated order previously
submitted by the Debtors and U.S. Bank Trust National Association
which authorizes U.S. Bank to apply or disburse any amounts or
other proceeds held as indenture funds for the payment of interest
on certain bonds and U.S. Bank's costs and expenses, including,
but not limited to fees and expenses of counsel and other
professionals.

                        U.S. Bank's Request

Prior to discussions with the Debtors, U.S. Bank Trust National
Association, as Indenture Trustee for the Village of Hodge
Louisiana Combined Utility System Bonds, filed a request with the
Court, asking for confirmation that the automatic stay is not
applicable to certain indenture funds.

In the alternative, U.S. Bank asked that the automatic stay be
terminated to permit the use of the Indenture Funds in accordance
with the bond documents.

According to Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris
Glovsky and Popeo P.C., in Boston, Massachusetts, U.S. Bank's
request is filed against a backdrop of various defaults under the
relevant documents that relate to the Indenture Funds, including,
without limitation, a default in the payment of amounts.

Pursuant to the documents underlying the Bonds, the Indenture
Trustee has rights to apply the Indenture Funds to satisfy
amounts due and payable on account of the Bonds, Mr. Bleck
relates.  He notes that U.S. Bank files its request as a
precaution as the Indenture Funds are held in trust and are not
otherwise "property of the estate" and are not protected by the
automatic stay.

The Bonds were issued by the Village of Hodge, Louisiana, which
operates a combined water, sewerage and electric utility system
in Louisiana.  The Debtor's Hodge, Louisiana manufacturing
facility is the largest single user of these outputs and
services.

Mr. Bleck contends that U.S. Bank's request should be allowed
because the Indenture Funds are not property of the Debtors'
estate and are only held in trust.

                       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: Has Request for 2nd Expansion of E&Y Work
--------------------------------------------------------
Smurfit-Stone Container Corp. submitted a second application to
further expand the scope of Ernst & Young LLP' scope of
employment.

Specifically, the Debtors note that they need E&Y to perform
additional services consisting of "fresh start" accounting
consultation services, which involves the allocation of the
reorganization value to the Debtors' assets in conformity with
purchase price allocations under financial accounting standards.

Fees for the additional accounting services will be based on E&Y's
applicable hourly rates:

     Senior & National Partner                $600
     Partner, principal, and director          575
     Senior manager                            430
     Manager                                   395
     Senior                                    270
     Staff                                     190

E&Y will also be reimbursed for reasonable and necessary expenses
incurred in connection with the Additional Audit Services.

Daniel J. Nolan, a partner at E&Y, assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                       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: Proposes KPMG LLP as Consultant
----------------------------------------------
Smurfit-Stone Container Corp. and its affiliates ask the Court for
authority to employ KPMG LLP as their fresh start valuation
consultant, nunc pro tunc to October 2, 2009.

Craig A. Hunt, Esq., the Debtors' senior vice president, secretary
and general counsel, relates that prior to the Petition Date, the
Debtors employed KPMG in the ordinary course to perform general
accounting and asset valuation work.  Shortly after the
Debtors commenced their Chapter 11 cases, they filed a motion to
approve the retention and employment of professionals, including
KPMG, in the ordinary course.

On October 2, 2009, the Debtors engaged KPMG to perform the
necessary investigation and analyses to determine the fair market
value of their assets in order to assist them in meeting their
fresh start valuation and financial reporting requirements.

Mr. Hunt tells the Court that in providing services to the Debtors
since 2008, KPMG's professionals have worked closely with the
Debtors' management, internal staff, and other professionals.
Given KPMG's experience and understanding of the Debtors'
businesses, the Debtors believe that KPMG will be both efficient
for their business operations and cost-effective for their
estates.

In general, the Debtors anticipate that KPMG will perform, among
others, these services:

   A. Phase I

      * Investigating, analyzing and determining the fair market
        value of the Debtors' tangible property including, but
        not limited to, land, buildings, machinery and equipment,
        and leasehold improvements;

      * Investigating, analyzing, and determining the fair market
        value of the Debtors' intangible property including, but
        not limited to, customer relationships,
        patents/technology, trademarks/trade names, leasehold
        interests, licenses, in-process research and development,
        and noncompete agreements;

      * Conducting interviews with the Debtors' personnel,
        meeting with independent auditors to validate the
        approach; and

      * Advising and assisting the Debtors in the management and
        control of cash disbursements;

   B. Phase II

      * Prepare certain Statements of Financial Accounting
        Standards including, but not limited to, SFAS No. 157,
        141R and 142 and Statement of Position No. 90-7; and

      * Completing and delivering valuation reports to the
        Debtors in the timeframe required.

Mr. Hunt tells the Court that KPMG's services as fresh start
valuation consultant will not duplicate services provided by any
of the Debtors' other professionals.  He says that the Debtors
will monitor KPMG's services to ensure that all parties make every
reasonable effort to avoid any duplication that might arise
between the fresh start valuation consulting services provided by
KPMG and the services provided by Ernst & Young LLP, or any other
professionals employed by the Debtors.

The Debtors will pay KPMG's fees according to these hourly rates
in addition to reimbursement of reasonable and necessary expenses
incurred:

          Partner                    $463
          Managing Director           438
          Senior Manager              400
          Manager                     325
          Sr. Associate               213
          Associate                   163

Brian Morris, the managing director of KPMG, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.


SOUTHERN FARMLAND: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Southern Farmland Properties, Inc.
        17301 Muskrat Avenue
        Adelanto, CA 92301-2259

Bankruptcy Case No.: 09-14165

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Debtor's Counsel: C. Jerome Teel Jr., Esq.
                  Teel, McCormack & Maroney, PLC
                  425 East Baltimore Street
                  Jackson, TN 38301
                  Tel: (731) 424-3315
                  Fax: (731) 424-3501
                  Email: lianne@tennesseefirm.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 $1,197,077,
and total debts of $722,688.

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

            http://bankrupt.com/misc/tnwb09-14165.pdf

The petition was signed by William (Bill) H. Lohman, president of
the Company.


STANFORD FIN'L: Owner Can Use Lloyd's Insurance to Pay Lawyers
--------------------------------------------------------------
Laurel Brubaker Calkins and Andrew M. Harris at Bloomberg News
report that U.S. District Judge David Godbey of Dallas has ruled
that Robert Allen Stanford, the financier accused of orchestrating
a multi-billion Ponzi scheme, can use corporate insurance policy
proceeds to pay defense lawyers.  The report relates that Mr.
Stanford and other Stanford Group executives can draw from Lloyds
of London officers' and directors' coverage said to be worth at
least US$50 million.

"The court finds it in the interest of fairness to allow directors
and officers to access insurance proceeds to which they are
entitled for several reasons," the report quoted Judge Godbey as
saying.  "The potential harm to them if denied coverage is not
speculative but real and immediate; they may be unable to defend
themselves in civil actions in which they do not have a right to
court-appointed counsel," Judge Godbey added.

As reported in the Troubled Company Reporter-Latin America on
September 22, 2009, Reuters said U.S. District Judge David Hittner
has ordered the Public Defender's Office to take the case of Mr.
Stanford, following the financier's statements that he could not
afford to pay lawyers' fees since his assets still remain frozen.
According to the report, Michael Sokolow from the Federal Public
Defender's Office in Houston will be Mr. Stanford's lead attorney
as he replaces Houston attorney Dick DeGuerin, who asked to
withdraw in July after failing to secure a guarantee of payment.
The report related that Robert Luskin, Esq., at Patton Boggs in
Washington, DC, said he and a team of lawyers were prepared to
take over Mr. Stanford's defense but that payment was also an
issue.  Bloomberg News related that Judge Hittner also approved
the addition of private practitioner Kent Schaffer.

According to Bloomberg News, Mr. Luskin said he may continue
helping Mr. Stanford appeal the denial of his bail, praised the
ruling although he said he's still digesting it.  Mr. Schaffer
told Bloomberg in a phone interview that while he's pleased with
the ruling, he's not sure how it will affect his ability to
continue representing Mr. Stanford.

Stanford Financial Group court-appointed receiver, Ralph Janvey,
the report relates, said that as many as 60 Stanford executives
and employees are seeking to use the directors' and officers'
coverage to defray their legal bills.   The coverage may be worth
as much as US$90 million, Mr. Janvey added.

Bloomberg News notes that lawyers of SFG Chief Investment Officer,
Laura Pendergest-Holt, asked the criminal case judge, David
Hittner, to order Lloyd's underwriters to pay the Stanford
defendants' legal bills.  The report relates that while Judge
Hittner hasn't ruled on Ms. Pendergest-Holt's request, court
filings indicate he made direct inquiries to both Mr. Janvey and
Lloyd's about whether anything prevented the insurer from paying
the defendants' legal bills.

Meanwhile, the report relates that David Finn, a lawyer for SFG
Co. Chief Financial Officer, James M. Davis, said that Judge
Godbey's ruling will allow him to continue representing the
government's key cooperating witness.  "It means I will not have
to file a motion to withdraw," Mr. Finn said in an e-mail obtained
by the news agency.  "I am relieved because I will not have to
keep digging into my pocket for expenses not knowing if I'd ever
get paid," Mr. Finn added.

                 About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is SEC
v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STARCOACH INC: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Starcoach, Inc.
           aka Starcoach Buses
        153 Maxwell Lane
        Marrero, LA 70072

Bankruptcy Case No.: 09-13415

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Robert L. Marrero, Esq.
                  Robert Marrero, LLC
                  3520 General DeGaulle Drive, Suite 1035
                  New Orleans, LA 70114
                  Tel: (504) 366-8025
                  Fax: (504) 366-8026
                  Email: marrero1035@bellsouth.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 $1,209,300,
and total debts of $1,773,641.

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

            http://bankrupt.com/misc/laeb09-13415.pdf

The petition was signed by Henry Elton Smith, director of the
Company.


STEGE CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stege Contracting Corporation
           dba Stege Contracting Corp.
        Suite 201, 7110 Beech Ridge Trail
        Tallahassee, FL 32312

Bankruptcy Case No.: 09-40933

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Tallahassee)

Judge: Lewis M. Killian, Jr.

Debtor's Counsel: Mark Freund, Esq.
                  Igler & Dougherty, P.A.
                  Suite 1010, 500 North Westshore Blvd.
                  Tampa, FL 33609
                  Tel: (813) 289-1020
                  Fax: (813) 289-1070
                  Email: mf@idlaw.biz

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/flnb09-40933.pdf

The petition was signed by James E. Stege II, president of the
Company.


STEVE PAIGE: Internet Domain Name Was Property of the Estate
------------------------------------------------------------
WestLaw reports that a Chapter 11 debtor exercised dominion and
control over a domain name and, thus, it was property of the
estate on the petition date and at relevant times pre-and
postpetition, a Utah bankruptcy court has ruled.  The domain name
was registered in the debtor's personal name for the five-year
period ending just prior to the petition date, and the debtor was
personally invoiced for its initial registration and renewal fees,
which he paid with his personal credit card.  Although the
registration was transferred to another individual after the
debtor entered into a joint venture agreement, this other
individual testified that he never had an ownership interest in
the domain name.  The separation agreement ending the joint
venture, which stated that the domain name was to be transferred
"back to [debtor's affiliate]" meant back to the debtor
personally, the court found.  The debtor's affiliate never owned
or exercised control over the domain name.  The debtor, moreover,
continued to exercise control over the domain name postpetition
and was treated as its owner by others, regardless of who was
listed as the domain name's registrant.  In re Paige, --- B.R. ---
-, 2009 WL 2591335 (Bankr. D. Utah).

The Internet domain name at issue is freecreditscore.com -- which,
the Honorable William T. Thurman indicates, was registered in 2000
and now estimated to be worth between $350,000 and $200 million in
the course of a 19-day trial in Jubber, et al., v. Search Market
Direct, Inc., et al. (Bankr. D. Utah Adv. Pro. No. 06-02299),
about whether or not the domain name was property of Mr. Paige's
estate.

Steve Zimmer Paige sought chapter 7 protection (Bankr. D. Utah
Case No. 05-34474) on Sept. 16, 2005, and the case was
subsequently converted to a chapter 11 proceeding on Oct. 6, 2006,
after the U.S. Trustee's Office, acting on an anonymous tip from
THIRSTY 4 JUSTICE objected to Mr. Paige's general discharge for
failure to disclose ownership of the domain name in his Schedules
of Assets and Liabilities.  Gary Jubber serves as the Liquidating
Trustee under a joint Chapter 11 plan he and ConsumerInfo.com,
Inc., proposed on May 23, 2007, which was confirmed over Mr.
Paige's objection by Judge Thurman on Oct. 18, 2008.


STORABLES INC: Dana Park Objects to Reorganization Plan
-------------------------------------------------------
Jeff Manning at The Oregonian reports that Dana Park LLC, owner of
a Mesa, Arizona shopping center that housed a Storables Inc., has
rejected the Company reorganization plan and has threatened to sue
the Company over $1.4 million in payments it made last fall to
certain executives and to a company partly owned by the Debtor's
founder, Dodd Fischer, in the months leading up to the Company's
bankruptcy.

Dana Park said in court documents, "This conduct represents a
terrible abuse of bankruptcy jurisdiction."

According to The Oregonian, Dana Park claimed it spent more than
$900,000 preparing space for Storables, only to have the retailer
demand rent concessions three months later.

The complaint is off base, The Oregonian says, citing Mr. Fischer.
According to the report, Mr. Fischer did confirm that Storables in
September 2008 did lend money to a company in which he has an
interest and paid $400,000 to senior managers to redeem company
stock.

Portland-based Storables, Inc. -- http://www.storables.com/-- is
a 27-year-old retailer that specializes in home and office
organization products.  It operates miscellaneous home furnishings
stores.  The Company filed for Chapter 11 bankruptcy protection on
April 1, 2009 (Bankr. D. Ore. Case No. 09-32252).  Albert N.
Kennedy, Esq., at Tonkon Torp LLP assists the Debtor in its
restructuring efforts.  The Debtor listed $1,000,001 to
$10,000,000 in assets and $500,001 to $1,000,000 in liabilities.


SUN-TIMES MEDIA: Tyree Sees Profit by First Half of 2010
--------------------------------------------------------
James Tyree, who won the auction for Sun-Times Media Group Inc.,
said the newspaper publisher may be profitable by the end of next
year's first half. "If revenue performs well, we'll be profitable
in the first two quarters," Mr. Tyree said in a telephone
interview October 9, according to Bloomberg's Greg Bensinger.

"I am really not talking about advertising going up.  I am talking
about it going down less," Mr. Tyree said.

The U.S. Bankruptcy Court for the District of Delaware on
October 8 approved the sale of substantially all of the assets of
Sun-Times Media Group to STMG Holdings, LLC, a private investor
group led by Chicago businessman James C. Tyree.  The total
transaction is valued at approximately $25 million and is expected
to close by the end of October 2009.  The closing remains
contingent upon approvals by two of the Company's 16 bargaining
units of amendments to their collective bargaining agreements.
Those agreements are expected to be reached in the coming days.

                      About Sun-Times Media

Sun-Times Media Group, Inc. (Pink Sheets: SUTMQ)
-- http://www.thesuntimesgroup.com/-- (Pink Sheets: SUTM) owns
media properties including the Chicago Sun-Times and Suntimes.com
and 58 suburban newspaper titles and corresponding Web sites.  The
Company and its affiliates conduct business as a single operating
segment which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Sun-Times
Media's investment banker is Rothschild Inc.  and its estructuring
advisor is Huron Consulting Group.  Kurtzman Carson Consultants
LLC is the Debtors' claims agent.  As of November 7, 2008, the
Debtors listed $479,000,000 in assets and $801,000,000 in debts.


SUNRISE SENIOR: Obtains Wells Fargo Forbearance Through Nov. 16
---------------------------------------------------------------
Sunrise Pasadena CA Senior Living, LLC, and Sunrise Pleasanton CA
Senior Living, L.P., on October 1, 2009, entered into a letter
agreement with Wells Fargo Bank, National Association regarding
the Loan Agreement dated September 28, 2007, by and between the
Sunrise Land Borrowers and Wells Fargo.  Both Sunrise Land
Borrowers are subsidiaries of Sunrise Senior Living, Inc.  Sunrise
Pasadena owns undeveloped land located in Pasadena, California,
and Sunrise Pleasanton owns undeveloped land located in
Pleasanton, California.

Pursuant to the Letter Agreement, among other matters, Wells Fargo
agreed to (i) extend the maturity date of the Loan Agreement from
October 1, 2009, to November 16, 2009, and (ii) forbear from
enforcing its rights or remedies with respect to breaches of
certain financial covenants contained in the Loan Agreement until
the earlier to occur of (x) the Extended Maturity Date and (y) any
other default under the Loan Agreement.  As of October 1, 2009,
there was approximately $22 million in outstanding borrowings
under the Loan Agreement.

The Sunrise Land Borrowers' obligations under the Loan Agreement
are secured by mortgages on the real property owned by the Sunrise
Land Borrowers and are guaranteed by Sunrise.

Meanwhile, The Guardian Life Insurance Company of America,
Guardian Investor Services LLC, RS Investment Management Co. LLC,
and RS Value Fund disclosed that they no longer hold shares of
Sunrise Senior Living.

The Guardian Life Insurance Company of America is an insurance
company and the parent company of Guardian Investor Services LLC
and RS Investment Management Co. LLC.  Guardian Investor Services
LLC is a registered investment adviser, a registered broker-
dealer, and the parent company of RS Investment Management Co.
LLC.

                         Bankruptcy Warning

Sunrise Senior Living said it has no borrowing availability under
its bank credit facility, and it has significant scheduled debt
maturities in 2009 and significant long-term debt that is in
default.  Sunrise is endeavoring to extend debt maturity dates,
re-finance debt and obtain waivers from applicable lenders.  It is
engaged in discussions with various venture partners and third
parties regarding the sale of certain assets with the purpose of
increasing liquidity and reducing obligations to enable the
Company to continue operations.  Sunrise expects that its cash
balances and expected cash flow are sufficient to enable it to
meet operating obligations through December 2, 2009.  If it is not
able to achieve these objectives, it will not have sufficient
financial resources to meet financial obligations and it could be
forced to seek reorganization under the U.S. Bankruptcy Code.

As of June 30, 2009, the Company had $1.14 billion in total assets
and $1.09 billion in total liabilities.  Sunrise had $37.0 million
and $29.5 million of unrestricted cash at June 30, 2009 and
December 31, 2008, respectively.  As of June 30, 2009, Sunrise and
its consolidated subsidiaries had debt of $614.5 million, of which
$99.1 million of debt is scheduled to mature in 2009, along with
$69.2 million of draws on the Bank Credit Facility.  Long-term
debt that is in default totals $360.4 million, including
$190.2 million of debt that is in default as a result of the
failure to pay principal and interest to the lenders of Sunrise's
German communities, and $170.2 million of debt that is in default
as a result of Sunrise's failure to meet certain financial
covenants.

                    About Sunrise Senior Living

Sunrise Senior Living, Inc., a McLean, Va.-based company --
http://www.sunriseseniorliving.com/-- employs roughly 40,000
people.  As of June 30, 2009, Sunrise operated 415 communities in
the United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of roughly 42,750 units.  Sunrise offers a
full range of personalized senior living services, including
independent living, assisted living, care for individuals with
Alzheimer's and other forms of memory loss, as well as nursing and
rehabilitative services.  Sunrise's senior living services are
delivered by staff trained to encourage the independence, preserve
the dignity, enable freedom of choice and protect the privacy of
residents.


SUNRISE SENIOR: To Sell 21 Communities to Brookdale for $204MM
--------------------------------------------------------------
Sunrise Senior Living, Inc., reports that on October 7, 2009, 21
of its wholly owned subsidiaries entered into a Purchase and Sale
Agreement and a First Amendment to Purchase and Sale Agreement to
sell the assets of 21 assisted living communities to BLC
Acquisitions, Inc., an affiliate of Brookdale Senior Living Inc.

The aggregate purchase price for the Portfolio is $204 million.
The Company expects that it will receive approximately $60 million
in proceeds after payment or assumption by the Purchaser of
certain mortgage loans, the posting of required escrows and
payment of transaction expenses by the Company, but prior to the
use of any such funds to repay a portion of the outstanding
amounts under the Company's bank credit facility.

In connection with the execution of the Purchase and Sale
Agreement, Purchaser has placed into escrow an earnest money
deposit of $5 million toward the purchase price.  The deposit is
non-refundable except in the event that (a) the requisite lenders
under the Company's bank credit facility do not approve the
transaction by October 19, 2009, or such approval is no longer in
effect any time prior to the closing or (b) Sellers refuse to
consummate the transaction despite the fulfillment of all of
Sellers' conditions to closing.

Upon closing of the transaction, Purchaser intends to assume
certain mortgage loans currently encumbering 15 of the properties
included in the Portfolio.  Purchaser may elect to assume
additional loans encumbering the remaining properties included in
the Portfolio.  Purchaser shall be solely responsible for
obtaining the applicable lender's consent for any assumption of
debt and for obtaining a release of Sellers' and their respective
affiliates' obligations under such debt.  Sellers have agreed to
cause all mortgages and monetary liens affecting the properties
and indebtedness secured by the properties (other than any debt
assumed by Purchaser) to be satisfied and released by using the
applicable portion of the transaction proceeds for such purpose.

Purchaser has the right to conduct additional due diligence for a
limited period of time.  In the event that Purchaser identifies
certain due diligence matters by October 30, 2009 -- or, with
respect to certain types of matters, by October 17, 2009 --
Purchaser shall have the right to request that Sellers cure such
matter.  If such matter is not cured within 30 days, Purchaser may
terminate the Purchase and Sale Agreement.

In the Purchase and Sale Agreement, Sellers made customary
covenants, representations and warranties for transactions of this
type.  Sellers' liability to Purchaser following closing for all
covenants, representations, warranties and indemnities is capped
at $5 million in the aggregate.  Sellers will deposit $2.5 million
in cash in an escrow account on the closing date in respect of any
such obligations.  Sellers retain responsibility for all
liabilities and obligations to third parties with respect to the
Portfolio accrued or incurred prior to closing and all liabilities
and obligations arising from each Seller's operations prior to
closing, whether or not accrued or disclosed.

Sellers and Purchaser have agreed to negotiate in good faith
clarifications and updates to the Purchase and Sale Agreement
requested by Purchaser that shall have no economic effect on the
transaction.

At closing, the parties will enter into appropriate arrangements
to effectuate a bridging of the licenses and management agreements
for the operation of the facilities included in the Portfolio,
pending Purchaser's receipt of its own licenses.

The closing date of the transaction is currently scheduled for
November 16, 2009, but the closing is subject to (i) the receipt
of approvals by the requisite lenders under the bank credit
facility, (ii) the assumption by Purchaser of the Assumed Debt and
the issuance of releases of the obligations of the Company and
Sellers under the Assumed Debt by the applicable lender; and (iii)
other customary closing conditions for transactions of this type.

In the event that the transaction does not close, Sellers are
entitled to retain the $5 million earnest money deposit as
liquidated damages unless the failure to close resulted from
either (a) the failure of the requisite lenders under the
Company's bank credit facility to approve the transaction by
October 19, 2009, or such approval is no longer in effect any time
prior to the closing or (b) Sellers' refusal to consummate the
transaction despite the fulfillment of all of Sellers' conditions
to closing.  In the event that the transaction does not close due
to a default of Sellers, Purchaser may seek specific performance
or elect to terminate the Purchase and Sale Agreement, in which
case Sellers shall reimburse Purchaser for its out-of-pocket costs
and expenses, up to a maximum of $500,000.

"This is another important step in our restructuring process and
provides us with needed funds to pay down our bank line and with
additional working capital," said Mark Ordan, Sunrise's chief
executive officer.  "We are particularly pleased that our
residents and team members in these communities will join a fine
and committed operator like Brookdale."

Sunrise was advised on the sale by Goldman, Sachs and Co.

                         Bankruptcy Warning

Sunrise Senior Living said it has no borrowing availability under
its bank credit facility, and it has significant scheduled debt
maturities in 2009 and significant long-term debt that is in
default.  Sunrise is endeavoring to extend debt maturity dates,
re-finance debt and obtain waivers from applicable lenders.  It is
engaged in discussions with various venture partners and third
parties regarding the sale of certain assets with the purpose of
increasing liquidity and reducing obligations to enable the
Company to continue operations.  Sunrise expects that its cash
balances and expected cash flow are sufficient to enable it to
meet operating obligations through December 2, 2009.  If it is not
able to achieve these objectives, it will not have sufficient
financial resources to meet financial obligations and it could be
forced to seek reorganization under the U.S. Bankruptcy Code.

As of June 30, 2009, the Company had $1.14 billion in total assets
and $1.09 billion in total liabilities.  Sunrise had $37.0 million
and $29.5 million of unrestricted cash at June 30, 2009 and
December 31, 2008, respectively.  As of June 30, 2009, Sunrise and
its consolidated subsidiaries had debt of $614.5 million, of which
$99.1 million of debt is scheduled to mature in 2009, along with
$69.2 million of draws on the Bank Credit Facility.  Long-term
debt that is in default totals $360.4 million, including
$190.2 million of debt that is in default as a result of the
failure to pay principal and interest to the lenders of Sunrise's
German communities, and $170.2 million of debt that is in default
as a result of Sunrise's failure to meet certain financial
covenants.

                    About Sunrise Senior Living

Sunrise Senior Living, Inc., a McLean, Va.-based company --
http://www.sunriseseniorliving.com/-- employs roughly 40,000
people.  As of June 30, 2009, Sunrise operated 415 communities in
the United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of roughly 42,750 units.  Sunrise offers a
full range of personalized senior living services, including
independent living, assisted living, care for individuals with
Alzheimer's and other forms of memory loss, as well as nursing and
rehabilitative services.  Sunrise's senior living services are
delivered by staff trained to encourage the independence, preserve
the dignity, enable freedom of choice and protect the privacy of
residents.


SWIFT TRANSPORTATION: Bank Debt Trades at 11% Off
-------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 89.33 cents-on-the-dollar during the week ended Friday,
Oct. 9, 2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.67 percentage points from the previous week, The Journal
relates.  The loan matures on March 15, 2014.  The Company pays
325 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Oct. 9, among the 155 loans with five or more bids.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--
hauls freight such as building materials, paper products, and
retail merchandise throughout the US and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.  Chairman and CEO Jerry
Moyes owns the company, which he founded in 1966, took public, and
took private again in 2007.


TAN LIE: Trustee Counsel Can Be Paid for De Minimis Trustee Tasks
-----------------------------------------------------------------
WestLaw reports that reductions were warranted in the fees sought
by a Chapter 11 trustee's attorneys based upon the improper
delegation of trustee tasks to the attorneys, such as for
compiling and drafting a final report or for "securing" the
eviction of the debtor's adult son from property that the trustee
wished to sell.  However, no reduction was warranted for de
minimis entries, mostly in 0.1 hour increments, for time that
attorneys spent in receiving telephone calls or e-mails that
should have been directed to the trustee.  It was more efficient
for the attorneys to deal with these matters directly than to
refer the caller or the e-mailer to the trustee.  In re Tan, Lie
Hung & Mountain States Investments, LLC, --- B.R. ----, 2009 WL
2869935 (Bankr. D. Ore.) (Radcliffe, J.).

Tan, Lie Hung & Mountain States Investments, LLC, sought
protection (Bankr. D. Ore. Case No. 04-61694) from its creditors
under Chapter 7, and the case was converted to a Chapter 11
proceeding on Sept. 17, 2004.  Kim Short was appointed to serve as
the Chapter 11 trustee in June, 2005, undertaking a multi-year
liquidation of a considerable amount of real estate.


TANA SEYBERT: Can Obtain $6.4 Million DIP Financing from HSBC
-------------------------------------------------------------
The U.S. Bankruptcy Court Southern District of New York
authorized, on an final basis, Tana Seybert LLC and its affiliates
to:

   -- use cash collateral to provide financing for working
      capital purposes of the Debtors;

   -- grant HSBC Bank USA, N. A., as the prepetition lender
      (i) a replacement lien; and (ii) an adequate protection
          claim; subject and subordinate to any liens and
          superpriority claim granted to HSBC.

   -- obtain advances from HSBC up to an aggregate principal
      amount of $6.4 million, on a revolving basis.

The prepetition lender asserts a secured claim in the amount of
$9.5 million, exclusive of certain interest, fees and charges; and
all cash in the Debtors' possession or in which the Debtors have
an interest on and after the petition date, together with all
proceeds thereof, constitutes cash collateral in which the
prepetition lender has an interest.

In order to complement the use of cash collateral, and to ensure
continued operations of their businesses pending the asset sale,
the Debtors have negotiated the terms of a secured $6.4 million
asset based financing facility through HSBC.  HSBC agreed to
advance an additional $1 million under the current $5.4 million
revolver.  In addition, HSBC has agreed, subject to the Budget, to
permit the Debtors to use collections of accounts receivable to
fund the operations of the business pending the asset sale.
The Debtors' use of cash collateral will terminate on (a) 180 days
after the petition date, subject to further extension between the
Debtors and the prepetition lender; (b) Unimac Tana Seybert LLC
terminates sale agreement or fails to close on the agreement; (c)
the date that the final order ceases to be in full force and
effect or is stayed in any respect; (d) conversion to Chapter 7;
and (d) dismissal of the Bankruptcy Case.

                        About Tana Seybert

New York City-based Tana Seybert LLC and its affiliates filed for
Chapter 11 on Sept. 11, 2009 (Bankr. S. D. N.Y. Case No. 09-
15478).  Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP
represents the Debtors in their restructuring efforts.  The Debtor
did not file a list of its 20 largest unsecured creditors when it
filed its petition.  In their petition, the Debtors listed assets
and debts both ranging from $10,000,001 to $50,000,000.


TELLIGENIX CORPORATION: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Telligenix Corporation
        7414 Kingspointe Parkway
        Orlando, FL 32819

Bankruptcy Case No.: 09-15238

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: R Scott Shuker, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bankruptcynotice@lseblaw.com

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

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

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

            http://bankrupt.com/misc/flmb09-15238.pdf

The petition was signed by Anthony Vergopia, president of the
Company.


TIGER PACIFIC: Enters into Forbearance Pact with Lenders
--------------------------------------------------------
Tiger Pacific Mining Corp. has entered into a forbearance and loan
agreement with a director, a related party and a third party.

Under the terms of the Agreement, (i) the Lenders agreed to extend
the time for repayment of existing indebtedness due to the Lenders
totaling $592,1656 until after two months from Tiger Pacific's
reinstatement on either the NEX Exchange or the TSX Venture
Exchange; and (ii) the Lenders agreed to lend an additional $3,000
to Tiger Pacific at 10% per annum due on demand after two months
from the Reinstatement.

Tiger Pacific will close the transaction as soon as possible
following receipt of NEX approval.  Tiger Pacific considers any
abridging of time requirements necessary and reasonable in the
circumstances because the new loans are de minimus in amount and
are required immediately to meet its ongoing financial
obligations, and the granting of security is a pre-condition to
the new loans.

In addition, Tiger Pacific has entered into a general security
agreement with the Lenders in respect of the above indebtedness
and its advisors for unpaid fees.

The closing of the transaction as described above is subject to
the approval of NEX.

Tiger Pacific is a mining company engaged in the exploration and
development of metals and minerals.


TIMOTHY RICHARDS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Timothy J. Richards
               Susan Richards
               49 Spruce Road
               Ocean City, NJ 08226-2647

Bankruptcy Case No.: 09-36921

Chapter 11 Petition Date: October 8, 2009

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

Debtors' Counsel: Paul J. Winterhalter, Esq.
                  Law Offices of Paul J Winterhalter, P.C.
                  One Greentree Center, Suite 201
                  Rte 73 & Greentree Road
                  Marlton, NJ 08053
                  Tel: (856) 797-8400
                  Fax: (856) 797-8405
                  Email: pwinterhalter@pjw-law.com

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

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

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

The petition was signed by the Joint Debtors.


TODD'S CAR WASH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Todd's Car Wash, LLC
        5505 Johnston St.
        Lafayette, LA 70503

Bankruptcy Case No.: 09-51469

Chapter 11 Petition Date: October 9, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Judge: Robert Summerhays

Debtor's Counsel: Thomas E. St. Germain, Esq.
                  1414 NE Evangeline Thruway
                  Lafayette, LA 70501
                  Tel: (337) 235-4001
                  Fax: (337) 235-4020
                  Email: ecf@weinlaw.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 at least
$1,591,465, and total debts of $2,560,258.

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

             http://bankrupt.com/misc/lawb09-51469.pdf

The petition was signed by Todd Lemaire, managing member of the
Company.


TRAFFORD DISTRIBUTING: Set-Off Approved for Warehouse Customer
--------------------------------------------------------------
WestLaw reports that damages sustained by a warehouse customer as
the result of a bankruptcy trustee's rejection of a fulfillment
warehouse contract were deemed to have occurred pre-petition.
Thus, the customer could set-off damages arising from the removal
of its property from the warehouse against the amounts it owed the
debtor.  However, the customer could not assert a recoupment
claim.  In re Trafford Distributing Center, Inc., --- B.R. ----,
2009 WL 2826124 (Bankr. S.D. Fla.) (Olson, J.).

Trafford Distributing Center, Inc., a/k/a Trafford Distribution
Center, Inc., sought Chapter 11 protection (Bankr. S.D. Fla. Case
No. 08-17980) on June 13, 2008.  Soneet R. Kapila serves as the
Chapter 11 trustee.


TRAVELPORT LLC: Moody's Cuts Senior Facility Ratings to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service lowered Travelport LLC's senior secured
credit facility ratings to Ba3 from Ba2.  The downgrade of the
instrument ratings reflects changes to the overall capital
structure as a result of the significant debt repurchases made by
the company during the year.  Approximately $835 million of the
$1.1 billion PIK loan due 2012 held at Travelport Holdings Ltd.
(the indirect parent company of Travelport LLC) has been
repurchased by the holding company, funded primarily by
distributions from Travelport Limited (the parent company of
Travelport LLC, which is the primary debt issuing subsidiary).
The significant reduction of the PIK loan, which has an
outstanding balance of $535 million, results in less junior debt
in the overall liability structure.  The lower amount of junior
ranking debt has the effect of reducing the up notching of the
senior secured debt instruments relative to the B2 corporate
family rating in accordance with Moody's Loss Given Default
Methodology.  Accordingly, the senior secured credit facility
ratings have been downgraded to Ba3, which is two notches above
the CFR.

The rating outlook remains negative in light of Moody's negative
industry sector outlooks for global airlines and U.S. lodging.
Moody's expect global travel demand to remain weak into 2010 due
to the economic recession, rising unemployment, and low consumer
confidence.  While the company has achieved significant cost
savings and has benefited from the waiver of airline booking fees
at the major online travel companies, Moody's believes that a
prolonged downturn in the global travel market could offset the
benefits of these cost reductions and delay its ability to de-
leverage from its current level of mid 6x (Moody's adjusted debt
to EBITDA).

These ratings were downgraded/assessments revised:

  -- $300 million revolving credit facility due 2012 downgraded to
     Ba3 (LGD 2, 25%) from Ba2 (LGD 2, 21%);

  -- $150 million synthetic letter of credit facility due 2013
     downgraded to Ba3 (LGD 2, 25%) from Ba2 (LGD 2, 21%);

  -- $2.19 billion term loan facility due 2013 downgraded to Ba3
      (LGD 2, 25%) from Ba2 (LGD 2, 21%);

  -- $150 million term loan C facility due 2013 downgraded to Ba3
      (LGD 2, 25%) from Ba2 (LGD 2, 21%)

These assessments were revised:

  -- Euro 235 million senior unsecured notes due 2014 - B3 (LGD 5,
     74% from LGD4, 63%);

  -- $150 million floating rate senior unsecured notes due 2014 -
     B3 (LGD 5, 74% from LGD4, 63%);

  -- $450 million fixed senior unsecured notes due 2014 - B3 (LGD
     5, 74% from LGD4, 63%);

  -- $300 million subordinated notes due 2016 - Caa1 (LGD5, 88%
     from 78%);

  -- Euro 160 million subordinated notes due 2016 - Caa1 (LGD5,
     88% from 78%)

The last rating action was on June 4, 2009, when Moody's withdrew
the rating for Travelport Holdings Limited's $1.1 billion PIK loan
due 2012.

Headquartered in New York, New York, Travelport, with
approximately $2.3 billion of revenues for the twelve months ended
June 30, 2009, provides travel services, including those through
its global distribution system and GTA, its group travel and
wholesale hotel business.


TRIBUNE CO: Bank Debt Trades at 50% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 49.96 cents-on-the-
dollar during the week ended Oct. 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.52 percentage points
from the previous week, The Journal relates.  The loan matures
May 17, 2014.  Tribune pays 300 basis points above LIBOR to borrow
under the facility.  Moody's has withdrawn its rating on the bank
debt, while it is not rated by Standard & Poor's.  The debt is one
of the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 9, among the 155
loans with five or more bids.

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: Cubs Sent to Chapter 11 to Complete Sale to Rickets
---------------------------------------------------------------
The Chicago Cubs filed for bankruptcy as part of a plan by owner
Tribune Co. to sell the baseball team for more than $700 million
to the family of TD Ameritrade Holding Corp.'s founder, Joe
Ricketts.

Chicago National League Ball Club LLC listed assets and debts of
more than $1 billion October 12 in documents in U.S. Bankruptcy
Court in Wilmington, Delaware.

The transfer has been approved by Major League Baseball's other
owners, Bloomberg News reported.  "Having Major League Baseball
sign off on a sale will certainly take care of a major obstacle
for the Cubs," bankruptcy attorney Tom Salerno said in an
interview with Bloomberg.

As reported by the TCR on Sept. 25, 2009, Tribune Co. received
permission from the Bankruptcy Court to sell the Chicago Cubs,
paving the way for the baseball team to file bankruptcy to make
the transaction final.

Under the sale process approved by Judge Kevin Carey at the end of
August, the National League Ball Club, LLC, Tribune's affiliate
directly owning the Cubs, will file for Chapter 11 as soon as the
Bankruptcy Court approves Tribune's proposal and in order to
effectuate the sale.

Tribune will be selling the Chicago Cubs baseball team to the
family of TD Ameritrade Holding Corp. founder Joe Ricketts, for a
consideration expected to bring $740 million in cash for
creditors.

Aside from approval from the Bankruptcy Court, transfer of the
Cubs team requires approval by Major League Baseball, an
unincorporated association of 30 member clubs in North America.

Because the transaction was a so-called leveraged partnership, it
will enable Tribune to avoid paying about $300 million in taxes,
Steven Church at Bloomberg said, citing tax consultant Robert
Willens, who teaches a class on tax law at the business school at
Columbia University. The structure, however, probably will prompt
questions from the U.S. Internal Revenue Service, Mr. Willens
said.

                         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 December 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.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 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: Updated Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tribune Company
         fka Times Mirror Corporation
        435 N. Michigan Avenue
        Chicago, IL 60611

Bankruptcy Case No.: 08-13141

Chapter 11 Petition Date: Dec. 8, 2008

Debtor-affiliates filing separate Chapter 11 petitions on Dec. 8,
2008:

        Entity                                     Case No.
        ------                                     --------
435 Production Company                             08-13142
5800 Sunset Productions Inc.                       08-13143
Baltimore Newspaper Networks, Inc.                 08-13144
California Community News Corporation              08-13145
Candle Holdings Corporation                        08-13146
Channel 20, Inc.                                   08-13147
Channel 39, Inc.                                   08-13148
Channel 40, Inc.                                   08-13149
Chicago Avenue Construction Company                08-13150
Chicago River Production Company                   08-13151
Chicago Tribune Company                            08-13152
Chicago Tribune Newspapers, Inc.                   08-13153
Chicago Tribune Press Service, Inc.                08-13154
Chicagoland Microwave Licensee, Inc.               08-13155
Chicagoland Publishing Company                     08-13156
Chicagoland Television News, Inc.                  08-13157
Courant Specialty Products, Inc.                   08-13159
Direct Mail Associates, Inc.                       08-13160
Distribution Systems of America, Inc.              08-13161
Eagle New Media Investments, LLC                   08-13162
Eagle Publishing Investments, LLC                  08-13163
Forsalebyowner.com corp.                           08-13165
Forsalebyowner.com Referral Services, LLC          08-13166
Fortify Holdings Corporation                       08-13167
Forum Publishing Group, Inc.                       08-13168
Gold Coast Publications, Inc.                      08-13169
Greenco, Inc.                                      08-13170
Heart & Crown Advertising, Inc.                    08-13171
Homeowners Realty, Inc.                            08-13172
Homestead Publishing Co.                           08-13173
Hoy, LLC                                           08-13174
Hoy Publications, LLC                              08-13175
Insertco, Inc.                                     08-13176
Internet Foreclosure Service, Inc.                 08-13177
Juliusair Company, LLC                             08-13178
JuliusAir Company II, LLC                          08-13179
KIAH Inc.                                          08-13180
KPLR, Inc.                                         08-13181
KSWB Inc.                                          08-13182
KTLA Inc.                                          08-13183
KWGN Inc.                                          08-13184
Los Angeles Times Communications LLC               08-13185
Los Angeles Times International, Ltd.              08-13186
Los Angeles Times Newspapers, Inc.                 08-13187
Magic T Music Publishing Company                   08-13188
NBBF, LLC                                          08-13189
Neocomm, Inc.                                      08-13190
New Mass. Media, Inc.                              08-13191
New River Center Maintenance Association, Inc.     08-13192
Newscom Services, Inc.                             08-13193
Newspaper Readers Agency, Inc.                     08-13194
North Michigan Production Company                  08-13195
North Orange Avenue Properties, Inc.               08-13196
Oak Brook Productions, Inc.                        08-13197
Orlando Sentinel Communications Company            08-13198
Patuxent Publishing Company                        08-13200
Publishers Forest Products Co. of Washington       08-13201
Sentinel Communications News Ventures, Inc.        08-13202
Shepard's Inc.                                     08-13203
Signs of Distinction, Inc.                         08-13204
Southern Connecticut Newspapers, Inc.              08-13205
Star Community Publishing Group, LLC               08-13206
Stemweb, Inc.                                      08-13207
Sun-Sentinel Company                               08-13208
The Baltimore Sun Company                          08-13209
The Daily Press, Inc.                              08-13210
The Hartford Courant Company                       08-13211
The Morning Call, Inc.                             08-13212
The Other Company LLC                              08-13213
Times Mirror Land and Timber Company               08-13214
Times Mirror Payroll Processing Company, Inc.      08-13215
Times Mirror Services Company, Inc.                08-13216
TMLH 2, Inc.                                       08-13217
TMLS I, Inc.                                       08-13218
TMS Entertainment Guides, Inc.                     08-13219
Tower Distribution Company                         08-13220
Towering T Music Publishing Company                08-13221
Tribune Broadcast Holdings, Inc.                   08-13222
Tribune Broadcasting Company                       08-13223
Tribune Broadcasting Holdco, LLC                   08-13224
Tribune Broadcasting News Network, Inc.            08-13225
Tribune California Properties, Inc.                08-13226
Tribune Direct Marketing, Inc.                     08-13227
Tribune Entertainment Company                      08-13228
Tribune Entertainment Production Company           08-13229
Tribune Finance, LLC                               08-13230
Tribune Finance Service Center, Inc.               08-13231
Tribune License, Inc.                              08-13232
Tribune Los Angeles, Inc.                          08-13233
Tribune Manhattan Newspaper Holdings, Inc.         08-13234
Tribune Media Net, Inc.                            08-13235
Tribune Media Services, Inc.                       08-13236
Tribune Network Holdings Company                   08-13237
Tribune New York Newspaper Holdings, LLC           08-13238
Tribune NM, Inc.                                   08-13239
Tribune Publishing Company                         08-13240
Tribune Television Company                         08-13241
Tribune Television Holdings, Inc.                  08-13242
Tribune Television New Orleans, Inc.               08-13244
Tribune Television Northwest, Inc.                 08-13245
Valumail, Inc.                                     08-13246
Virginia Community Shoppers, LLC                   08-13247
Virginia Gazette Companies, LLC                    08-13248
WATL, LLC                                          08-13249
WCWN LLC                                           08-13250
WDCW Broadcasting, Inc.                            08-13251
WGN Continental Broadcasting Company               08-13252
WLVI Inc.                                          08-13253
WPIX, Inc.                                         08-13254
WTXX Inc.                                          08-13255

Debtor-affiliates filing separate Chapter 11 petitions on Oct. 13,
2009:

        Entity                                     Case No.
        ------                                     --------
Chicago National League Ball Club, LLC             09-13496
fka Chicago National League Ball Club, Inc.
dba Chicago Cubs

Type of Business: Tribune 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.

                  See: http://www.tribune.com/

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Delaware Counsel: Norman L. Pernick, Esq.
                           bankruptcy@coleschotz.com
                           Cole, Schotz, Meisel, Forman
                           & Leonard, PA
                           1000 N. West Street,Suite 1200
                           Wilmington, DE 19801
                           Tel: (302) 295-4829
                           Fax: (302) 652-3117

Debtors' counsel: Sidley Austion LLP
                  One South Dearborn Street
                  Chicago, Illinois 60603

Financial Advisor: Lazard Ltd.
                   190 LaSalle Street, 31st Floor
                   Chicago, Illinois 60603

                       -- and --

                   30 Rockfeller Plaza
                   New York, New York 10020

Financial Advisor: Alvarez & Marsal North Americal LLC
                   55 West Monroe Street, Suite 4000
                   Chicago, Illinois 60603

Claims Agent: Epiq Bankruptcy Solutions LLC
              757 Third Avenue, 3rd Floor
              New York, New York 10017

The Debtors' financial condition as of December 8, 2008:

Total Assets: $7,604,195,000

Total Debts: $12,972,541,148

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
JP Morgan Chase Bank NA        senior facility   $8,571,040,000
Attn: Shadia Aminu
1111 Fannin, 10th Floor
Houston, Texas 77002
Tel: (713) 750-7933
Fax: (713) 750-2358

Largest holders of the senior
facility:

Merrill Lynch Capital          bridge loan      $1,600,000,000
Corporation
as agent
Attn: Sharon Hawkins
600 E. Las Colinas Rd.
Suite 1300
Irving, TX 75039
Tel: (972) 401-8572
Fax: (972) 869-4818

JPMorgan Chase Bank NA                          $1,045,833,000
Attn: Miriam Kulnis
Tel: (212) 622-4526

Deutsche Bank AG                                $737,543,000

Angelo Gordon & Co LLP                          $324,460,000
Attn: Gavin Baiern
Tel: (212) 692-0217

KKR Financial Corppration                       $239,701,000
Attn: Jeremiah Lane
Tel: (415) 315-6513
Fax: (415) 391-3077

Viking Global Performance LLC                   $231,279,000
Attn: Mina Faltas
Tel: (203) 863-5011
Fax: (203) 625-8706

Highland Capital Management LP                  $230,965,000
Tel: (972) 628-4100
Fax: (972) 628-4147

Davidson Kempner Capital                        $203,943,000
Management LLC
Attn: Jamie Donath
Tel: (212) 371-3000
Fax: (212) 371-4318

Avenue Advisors LLC                             $212,273,000
Attn: Trent Spiridelis
Tel: (212) 905-5240
Fax: (212) 878-3559

Goldman Sachs Group Inc.                        $208,588,000
Attn: Scott Bynum
Tel: (212) 902-8060
Fax: (212) 902-3757

Taconic Capital Advisors LLC                    $207,877,000
Tel: (212) 209-3100

Largest holders of the
bridge loan facility:

JPMorgan Chase Bank NA                          $437,371,428
Attn: Miriam Kulnis
Tel: (212) 622-4526

Merrill Lynch Capital                           $437,371,428
Corporation
Attn: Michael O'Brien
Tel: (212) 449-0948
Fax: (212) 738-1186

Citicorp North America                          $326,380,952
Inc.
Attn: Tim Dillworth
Tel: (212) 723-9641
Fax: (646) 375-1606

Banc fo America Bridge LLC                      $242,685,714
Attn: Bill Bowen
Tel: (704) 388-3465

Deutsche Bank National Trust   exchangeable     $900,000,000
as trustee                     subordinated
Attn: David Contino, VP        debentures
Company Global Transaction     notes due 2029
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   4.875% unsecured $450,000,000
as trustee                     unsecured notes
Attn: David Contino, VP        due 2010
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   5.25% unsecured  $330,000,000
as trustee                     unsecured notes
Attn: David Contino, VP        due 2015
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   7.25% debentures $148,000,000
as trustee                     due 2096
Attn: David Contino, VP
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Barclays Capital Inc.          interest rate    $142,923,000
Attn: US Client Valuations     swaps
      Group
200 Park Avenue
New York, NY 10166
Tel: (973) 576-3616
Fax: (973) 576-3766

Deutsche Bank National Trust   7.5%  debentures $98,750,000
as trustee                     due 2023
Attn: David Contino, VP
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   6.61% debentures $84,960,000
as trustee                     due 2027
Attn: David Contino, VP
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   7.25% debentures $82,083,000
as trustee                     due 2013
Attn: David Contino, VP
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Deutsche Bank National Trust   medium term      $69,550,000
as trustee                     notes (series E)
Attn: David Contino, VP        due 2008
Company Global Transaction
Banking Trust & Securities
Services
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Tel: (908) 608-3183
Fax: (732) 578-4635

Warner Bros. Television        trade debt       $23,691,000
Attn: Ken Werner
400 Warner Boulevard
Burbank, CA 91522
Tel: (818) 954-6000
Fax: (818) 954-7226

Mark Willes                    retirement &     $11,229,000
4353 Sheffield Drive           deferred Comp
Provo, UT 84604

Twentieth Television Inc.      trade debt       $8,051,000
Attn: Bob Cook
2121 Avenue of the Stars
21st Floor
Los Angeles, CA 90067
Tel: (310) 369-1000
Fax: (310) 369-3899

Buena Vista Entertainment Inc. trade debt       $6,220,000
c/o Disney/ABC Domestic
    television
Attn: Janice Marinelli
2300 Riverside Drive
Burbank, CA 91506
Tel: (818) 460-6017
Fax: (818) 560-1930

SP Newsprint Company           trade debt       $5,153,000
c/o White Birch Paper Company
Attn: Christopher Brandt
80 Field Point Road
Greenwich, CT 06830
Tel: (203) 661-3344
Fax: (203) 661-3349

NBC Universal Domestic         trade debt      $4,936,000
Television Distribution
Attn: Barry Wallach
30 Rockfeller Plaza
New York, NY 10112
Tel: (212) 664-6167
Fax: (212) 664-5998

Robert Erburu                  retirement &    $4,352,000
1518 Blue Jay Way              deferred
Los Angeles, CA 90069          comp

Abitibi Consolidated           trade debt      $4,192,000
(Abitibi Bowater Inc.)
Attn: David J. Paterson
1155 Metcafe Street
Suite 800
Montreal, Quebec
H3B 2H2 Canada
Tel: (514) 875-2160
Fax: (864) 282-9482

Tower JK LLC                   subordinated    $3,323,632
Attn: Philip Tinkler           promissory
Two North Riverside Plaza      notes due 2018
Chicago, IL 60606
Tel: (312) 454-0100
Fax: (312) 454-0157

Tower MS LLC                   subordinated    $2,812,500
c/o Equity Group Investments   promissory
Two North Riverside Plaza      notes 2018
Chicago, IL 60606

Raymond Jansen Jr.             retirement &    $2,770,000
24 Dockside Lane               deferred Comp
Box 422
Key Largo, FL 33037

Bowater Inc.                   trade debt      $2,700,000
(Abitibi Bowater Inc.)
Attn: David Paterson
1155 Metcalfe Street, Suite 800
Montreal, Quebec
H3B 5H2 Canada
Tel: (514) 875-2160
Fax: (864) 282-9482

Horst Bergman                 retirement &     $2,681,000
4261 Preserve Parkway South   deferred comp
Greenwood, CO 80121

Tower EH LLC                  subordinated     $2,658,915
Attn: Philip Tinkler          promissory notes
c/o Equity Group Investments
Two North Riverside Plaza
Chicago, IL 60606
Tel: (312) 454-0100
Fax: (312) 454-0157

Tower EH LLC                  subordinated     $2,357,142
Attn: Philip Tinkler          promissory notes
c/o Equity Group Investments
Two North Riverside Plaza
Chicago, IL 60606
Tel: (312) 454-0100
Fax: (312) 454-0157

Tower EH LLC                  subordinated     $2,250,000
Attn: Philip Tinkler          promissory notes
c/o Equity Group Investments
Two North Riverside Plaza
Chicago, IL 60606
Tel: (312) 454-0100
Fax: (312) 454-0157

Sony Pictures Television      trade debt      $2,161,000
Attn: Steve Mosko
10202 W. Washington Boulevard
Culver City, CA 90232
Tel: (310) 244-4000
Fax: (310) 244-2626

Nielsen Media Research Inc.   trade debt      $1,874,000
Attn: Susan Whiting
700 Broadway
New York, NY 10003
Tel: (646) 654-8300
Fax: (330) 856-8480

Paramount Pictures            trade debt      $1,691,000
Corporation
Attn: Brad Grey
5555 Melrose Ave., Suite 121
Hollywood, CA 90038
Tel: (323) 956-5000
Fax: (310) 369-1283

The petition was signed by senior vice president & chief
financial officer Chandler Bigelow III.


TRUE TEMPER: Seeks Approval of $90-Mil. of DIP Financing
--------------------------------------------------------
True Temper Sports filed with the U.S. Bankruptcy Court a motion
to approve its debtor-in-possession financing agreement.

BankruptcyData reports that, under the DIP facility, lenders will
provide (1) the D.I.P. revolving credit facility of up to $10
million, inclusive of a letter of credit sub-facility in an
aggregate amount of $5 million, of which $6 million will be
available during the interim period, and (2) the D.I.P. roll-up
loan in which $80 million of existing obligations owed in respect
of the first lien credit facility will be deemed satisfied.

According to the report, General Electric Capital Corporation will
serve as revolving DIP administrative agent and co-collateral
agent and Credit Suisse, acting through its Cayman Island Branch,
will serve as roll-up DIP administrative agent.

Interest will accrue on outstanding obligations under the D.I.P.
revolving credit facility at a rate equal to LIBOR for interest
periods of 1, 2 or 3 months (subject to a 3% floor) plus 8% per
annum.  Interest on outstanding obligations under the roll-up
loans will accrue at a rate equal to the alternate base rate plus
4.25% annum.

                         Prepackaged Plan

True Temper announced on Sept. 30 that secured lenders,
bondholders and shareholders agreed on the prepackaged plan that
would reduce funded debt by 80%, from $275 million to less than
$40 million.  The plan support agreement requires True Temper to
emerge from bankruptcy by December 15.

Debt holders and stockholders 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 $45 million in second-lien debt is to have 11.4% of the new
stock.  Most of the remainder goes to the investors.  While trade
suppliers are to be paid in full, other unsecured creditors are to
receive nothing.  The holders of $125 million in subordinated debt
are to receive nothing on account of the debt.  The investors
providing $70 million financing for the plan hold 45.5% of the
subordinated debt.

The Debtors have approximately $275 million of indebtedness under
the first lien credit facility, second lien credit facility, and
the senior subordinated notes.  According to Jason A. Jenne, vice
president and CFO of True Temper, a series of recent and
unforeseen events severely impacted the Debtors' ability to
continue servicing their substantial indebtedness and ultimately
led to the Debtors' decision to seek to restructure through a
prepackaged chapter 11 plan of reorganization.  Those events
include: (a) the deep recession in the United States (and
international) economy, (b) the resulting deterioration in the
Debtors' financial performance in 2009, and (c) the Debtors'
defaults under the first lien credit facility, second lien credit
facility, and the senior subordinated notes

A copy of the Plan is available for free at:

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

A copy of the disclosure statement explaining in detail the terms
of the Plan 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.


TRUE TEMPER: Taps Logan & Company as Claims Agent
-------------------------------------------------
True Temper Sports Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Logan & Company Inc. as their claims, noticing and
balloting agent.

The firm has agreed to provide administrative support services to
the Court, the Debtors and other parties-in-interest in these
Chapter 11 cases, including:

   a) serve required notices;

   b) maintain all proofs of claim and proofs of interests filed;

   c) docket all the claims;

   d) maintain and transmit to the clerk the official claims
      registers;

   e) maintain current mailing lists of all entities that have
      filed claims and notices of appearance;

   f) provide the public access for examination to all claims at
      its premises during regular business hours and without
      charge;

   g) record all transfers of claims; and

   h) provide balloting and plan solicitation services related to
      the Debtors' Chapter 11 plan.

The firm's standard hourly rates:

      Principal                           $270
      Court Testimony                     $300
      Statement & Schedule Preparation    $200
      Account Executive Support           $185
      Public Website Design & Maintenance $185
      Programming Support                 $150
      Project Coordinator                 $125
      Data Prep Analysis                  $100
      Data Entry                          $70
      Clerical                            $45

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.


TRUE TEMPER SPORTS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: True Temper Sports, Inc.
           dba Alpha Q
           dba Grafalloy
           dba Royal Precision
           dba RP
           dba True Temper
           dba True Temper Company
           dba True Temper Corporation
           dba True Temper Sports
           dba True Temper Sports, Inc.
           dba True Temper Sports, Incorporated
           dba TT
           dba TTC
           dba TTS
           dba TTSI
        8275 Tournament Drive, Suite 200
        Memphis, TN 38125

Case No.: 09-13446

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
True Temper Corporation Walsh                      09-13447
True Temper Sports-PRC Holdings, Inc.              09-13448

Chapter 11 Petition Date: October 8, 2009

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

Judge Peter J. Walsh

Debtor's Counsel: Marion M. Quirk, Esq.
                  Norman L. Pernick, Esq.
                  Cole, Schotz, Meisel, Forman & Leonard
                  500 Delaware Avenue, Suite 1410
                  Wilmington, DE 19801
                  Tel: (302) 652-3131
                  Fax: (302) 652-3117
                  Email: bankruptcy@coleschotz.com

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

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

The petition was signed by Donald L. Silverman, the Company's
president.

True Temper Sports, Inc.'s List of 30 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
The Bank of New York,          8.375% Unsecured       $125,000,000
as Trustee                     Notes Due 2011
100 Ashford Center North
Suite 520
Atlanta, GA 30338

Newport Composites             Trade Payable          $444,550
1822 Reynolds Ave.
Irvine, CA 92614-5714

U-Known Composite Limited      Trade Payable          $407,517
5701 Whistling Winds Walk
Clarksville, MD 21029

Steel Technologies, Inc.       Trade Payable          $383,633
15166 Collections Center Drive
Chicago, IL 60693

Steel Warehouse Co. Inc.       Trade Payable          $241,584

City of Armory Utilities       Utility Payable        $205,000

Atmos Energy                   Utility Payable        $185,000

Atotech USA Inc.               Trade Payable          $133,405

MSCO                           Trade Payable          $46,235

Lann Chemical & Supply         Trade Payable          $37,903

Tenn-Tom Pallet Co. Inc.       Trade Payable          $37,258

Century Chemical               Trade Payable          $33,397

Cast Urethane Products, Inc.   Trade Payable          $25,344

Toray Composite America        Trade Payable          $22,895

Reed Exhibitions               Trade Payable          $21,000

Fuchs Lubricants Company       Trade Payable          $19,680

Hoerner Boxes, Inc.            Trade Payable          $19,379

Awot Global                    Trade Payable          $18,659

George A. Mitchell Company     Trade Payable          $18,079

Turnstile Publishing           Trade Payable          $17,000

Keyence Corp. of America       Trade Payable          $16,160

ALG Labels & Graphic Corp.     Trade Payable          $15,763

Perfection Servo Hydraulics    Trade Payable          $14,525
Inc.

White Oil Co., & Tire Center   Trade Payable          $13,891
Inc.

Harcros Chemicals Inc.         Trade Payable          $13,352

Meng & Associates, Inc.        Trade Payable          $13,140

Tiger Direct                   Trade Payable          $13,095

Springfield Label & Tape Co.   Trade Payable          $12,794

Waste Management Inc.          Utility Payable        $12,488

Pension Benefit Guaranty       Underfunded Pension    Unknown
Corporation (PBGC)             Liability


TRUMP ENTERTAINMENT: Lender Appeals Ruling Giving Up Exclusivity
----------------------------------------------------------------
Law360 reports that in an intensifying grudge match over the
restructuring of Trump Entertainment Resorts Inc., Beal Bank, the
first-lien lender, has appealed the Bankruptcy Court's decision to
let a group of investors horn in on the Chapter 11 proceeding and
submit a competing plan of reorganization.  Beal Bank is a co-
proponent to a plan sponsored by management and Donald Trump.

As reported by the TCR on Oct. 9, 2009, creditors of Trump
Entertainment Resorts will be choosing between two competing
plans, after Bankruptcy Judge Judith Wizmur gave the Donald Trump-
backed Debtors and their noteholders permission to solicit
acceptances for their competing plans, after their plan outlines
were approved.

The two parties have upped their restructuring proposals for Trump
Entertainment, with Donald Trump and a bank offering to pitch in
an additional $13.9 million for creditors and the noteholders
offering $50 million more in fresh capital.

Donald Trump and Beal Bank would invest $100 million, with Beal
raising the interest rate while extending the maturity of a $486
million loan from 2012 to December 2020.

As reported by the TCR on August 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump.  Under the
original plan, Donald J. Trump and BNAC, Inc., an affiliate of
Beal Bank Nevada, will invest $100 million cash in the newly
private company and become its owners.  The original plan provides
for a 94% recovery for Beal Bank, the secured creditor, and a wipe
out for lower ranked creditors.

The Ad Hoc Committee of Holders of the 8.5% Senior Secured Notes
Due 2015 filed a competing plan, which originally offered a
capital contribution of $175 million in new equity capital in the
form of a rights offering backstopped by certain holders of the
Senior Secured Notes.  That plan would allow second lien
noteholders and general unsecured claimants to receive their pro
rata share of (a) 5% of the common stock of the reorganized
Debtors, and (b) subscription rights to acquire 95% of the New
Common Stock.

The second lien noteholders are offering $225 million through a
rights offering while selling one of the three casinos for $75
million to Coastal Marina LLC, a company controlled by Richard T.
Fields.  The second lien noteholders' plan would pay the first-
lien debt in full by giving them new debt plus proceeds from the
Marina sale and cash from the rights offering.  The second lien
noteholders and allowed general unsecured creditors would receive
95% of the new stock.  The participants in the $225 million rights
offering will receive 75% of the new stock while the noteholders
who will backstop the offering will receive 25% of the new stock
as backstop fee.

                    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.


TXCO RESOURCES: Wants Until October 29 to File Chapter 11 Plan
--------------------------------------------------------------
TXCO Resources Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas to further
extend their exclusive periods to:

   * file a Chapter 11 plan until Oct. 29, 2009; and

   * solicit acceptances of that pan until Nov. 30, 2009.

The Debtors' current exclusive plan filing and solicitation
periods expire on Oct. 14, 2009, and Nov. 13, 2009, respectively.

The Debtors relate that the extension of time will help facilitate
further meaningful discussion regarding plan treatment for the
various creditor constituencies and, at a minimum, narrow and
focus the issues which must be addressed through the plan
confirmation process.  The extension, the Debtors add, is expected
to provide more time for the financial advisor of the Official
Committee of Unsecured creditors to analyze the plan and
confirmation issues.

According to the request, the Debtors' debtor-in-possession
lenders agree to extend the maturity date of the credit agreement
until Feb. 15, 2010, if the extension of time is approved.

                       About TXCO Resources

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities


USI HOLDINGS: S&P Assigns 'B-' Rating on $100 Mil. Senior Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
(the same as the 'B-' counterparty credit rating) senior secured
debt rating to USI Holdings Corp.'s planned $100 million
incremental senior secured term loan due in May 2014.  The
recovery rating is '3', indicating S&P's expectation of meaningful
(50%-70%) recovery for lenders in the event of a payment default.
(These ratings are based on preliminary terms and conditions.)

At the same time, Standard & Poor's revised its recovery rating on
USI's existing senior secured credit facilities, which consist of
a $550 million senior secured term loan B and a $100 million
revolving credit facility, to '3' from '2'.  As a result, Standard
& Poor's lowered its ratings on these loans to 'B-' (the same
level as the 'B-' counterparty credit rating on the company) from
'B', in accordance with S&P's notching criteria for a recovery
rating of '3'.  The revised recovery rating reflects the higher
amount of first-lien debt outstanding in S&P's simulated default
scenario than that used in S&P's previous analysis because of the
new incremental senior secured term loan.  This has resulted in
less expected recovery to USI's secured lenders.

S&P also affirmed the 'CCC' (two notches lower than the
counterparty credit rating) issue-level rating on USI's unsecured
credit facilities, which consist of senior floating-rate notes and
senior subordinated notes.  The recovery rating on this debt
remains at '6', indicating S&P's expectation of negligible (0%-
10%) recovery for lenders in the event of a payment default.

Borrowings under the incremental term loan ($200 million accordion
feature) will be approximately $100 million.  S&P anticipate that
the incremental term loan's pricing will be approximately LIBOR
plus 500 basis points.  The new term loan will stand pari passu
with the company's existing senior secured credit facility and
will be subject to the same financial covenant maintenance
performance.

"We do not believe that the new debt issuance will alter the
company's debt-servicing capabilities materially," said Standard &
Poor's credit analyst Julie Herman.

The company has said it will use more than half of the bank loan
proceeds to pay down the balance outstanding ($56 million as of
August 2009) on its $100 million revolving credit line.  It will
likely use the remaining proceeds for extraordinary liquidity uses
in early 2010, including significant earnout payments as well as
potential costs related to an approximately $19 million jury
verdict against USI, which the company is appealing.


VERMILLION INC: Gets Over Half-Million Dollars From Warrant Deals
-----------------------------------------------------------------
Ron Leuty at San Francisco Business Times reports that Vermillion,
Inc., has received more than a half-million dollars from holders
of warrants that it issued three and four years ago.  Business
Times relates that about 7,320 warrants with an exercise price of
$12.60, issued in 2006, were exercised.  Citing Vermillion,
Business Times says that an undisclosed number of other warrants,
from 2007 and with an exercise price of $9.25 were also exercised.
According to Business Times, Vermillion issued 623,053 shares of
common stock in connection with the warrant exercises -- 219,810
restricted shares and 403,243 freely tradeable shares.  Business
Times states that Vermillion received $505,703 from the warrant
holders.

Headquartered in Fremont, California, Vermillion, Inc. --
http://www.vermillion.com/-- engages in the development and
commercialization of diagnostic tests to aid physicians diagnose
and treat results for patients. The Company filed for Chapter 11
on March 30, 2009 (Bankr. D. Del. Case No. 09-11091).  Francis A.
Monaco Jr., Esq., and Mark L. Desgrosseilliers, Esq., at Womble
Carlyle Sandridge & Rie, PLLC, represent the Debtor as counsel.
At September 30, 2008, the Debtor had $7,150,000 in total assets
and $32,015,000 in total liabilities.


VINEYARD NATIONAL: Suspends SEC Financial Reports; KPMG Resigns
---------------------------------------------------------------
Vineyard National Bancorp on October 2, 2009, was notified of the
resignation of its independent registered public accounting firm,
KPMG LLP), effective that date.

The Company's Audit Committee Chairman accepted the resignation of
KPMG upon receipt of the notification.  During the period in which
the Company is unable to file reports which comply with the
requirements of the Securities Exchange Act of 1934, as amended,
the Company intends in lieu thereof to file copies of its Chapter
11 Monthly Operating Reports which are required to be submitted to
the Office of the United States Trustee under cover of Current
Reports on Form 8-K.  As a result, the Company will not seek to
hire a new independent public accounting firm.

During the two fiscal years ended December 31, 2007, and the
subsequent interim period through October 2, 2009, there were no:
(1) disagreements with KPMG on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in
connection with their opinion on the subject matters of the
disagreement, or (2) reportable events, except that KPMG advised
the Company of the material weaknesses.

The audit reports of KPMG on the Company's consolidated financial
statements as of December 31, 2007 and December 31, 2006 for the
years then ended, which were the last reports provided by KPMG in
connection with the Company's Annual Reports filed on Form 10-K
with the Securities Exchange Commission, did not contain any
adverse opinion or disclaimer of opinion, nor were they  qualified
or modified as to uncertainty, audit scope or accounting
principles.  The audit reports of KPMG on the effectiveness of
internal control over financial reporting as of December 31, 2007
and 2006 did not contain an any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except that KPMG's report
indicates that the Company did not maintain effective internal
control over financial reporting as of December 31, 2007 because
of the effect of material weaknesses on the achievement of the
objectives of the control criteria and contains an explanatory
paragraph that states that the following material weaknesses have
been identified and included in management's assessment:

     -- The Company's control environment.
     -- The Company's risk assessment process and its policies and
        procedures to determine the valuation of the loan
        portfolio were not effective.
     -- Ineffective process for the selection and application of
        accounting and disclosure policies.
     -- Inadequate policies and procedures to prevent a breach of
        information technology security policies by employees.
     -- Ineffective policies, procedures and controls for the
        detection or prevention of unauthorized or potentially
        fraudulent transactions related to expense reimbursement.

                  About Vineyard National Bancorp

Vineyard National Bancorp (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com/-- was the financial holding company,
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association.

Vineyard Bank was closed July 17 by regulators, 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.  California Bank & Trust purchased all
deposits, except about $134 million in brokered deposits, held by
Vineyard Bank, N.A.

Vineyard National Bancorp filed for Chapter 11 on June 21 (Bankr.
C.D. Calif. Case No. 09-26401).


VIRGIN MOBILE: Prudential Financial Unloads Equity Stake
--------------------------------------------------------
Prudential Financial, Inc., has ceased to be deemed the beneficial
owner of more than 5% of the outstanding Common Stock of Virgin
Mobile USA, Inc.  Prudential Financial said it no longer holds any
Virgin Mobile shares.

                      About Virgin Mobile USA

Virgin Mobile USA, Inc. (NYSE:VM) is a mobile virtual network
operator, commonly referred to as an MVNO, offering prepaid, or
pay-as-you-go, and, following the acquisition of Helio LLC in
August 2008, postpaid wireless communications services, including
voice, data, and entertainment content, without owning a wireless
network.  The Company uses the "Virgin Mobile" name and logo under
license from Virgin Enterprises Ltd.  The Company offers its
services over the nationwide Sprint PCS network under the terms of
the PCS Services Agreement between the Company and Sprint Nextel
Corporation.

On July 28, 2009, Sprint Nextel and the Company announced that
their boards of directors have approved a definitive agreement for
Sprint Nextel to acquire the Company in an all equity deal.  Each
of the Company's stockholders, except for the Virgin Group and SK
Telecom, will receive the equivalent of $5.50 in Sprint Nextel
common shares for each share of the Company's Class A common
stock, but in no event will the exchange ratio be less than 1.0630
or greater than 1.3668.  The Virgin Group and SK Telecom will
receive 93.09% and 89.84%, respectively, of that received by the
Company's other stockholders.  The transaction is subject to the
approval of the Company's stockholders as well as customary
conditions and regulatory approvals.  Sprint Nextel and the
Company expect the transaction to close in the fourth quarter of
2009 or early 2010.

At June 30, 2009, the Company had $320.68 million in total assets
and $577.35 million in total liabilities.  At June 30, 2009, the
Company had $267.16 million in stockholders' deficit attributable
to Virgin Mobile USA Inc., $10.49 million in non-controlling
interest, and $256.66 million in total deficit.


VISTEON CORP: Exclusive Plan Filing Period Moved to Dec. 10
-----------------------------------------------------------
Bankruptcy Judge Christopher Sontchi has extended the deadline by
which Visteon Corp. and its affiliates file their plan of
reorganization through December 10, 2009, and the time by which
the Debtors may solicit votes for that plan through February 10,
2010.

The Court extended the Debtors' Exclusivity by about 2 1/2
months, a reduction of the 5-month extension the Debtors
initially suggested.

The Debtors originally sought extension of their Exclusive Plan
Filing Period through February 22, 2010, and a corresponding
extension of their Exclusive Solicitation Period through
April 23, 2010.

The Court's ruling came after certain creditors filed responses
to the exclusivity request, which include Ford Motor Company and
the Official Committee of Unsecured Creditors filed responses to
the Debtors' Exclusivity request.

Ford is one of the Debtors' prepetition lenders under the
Prepetition ABL Credit Agreement dated August 2006.  Ford noted
in its response that it is now the sole ABL lender to the Debtors
as it acquired the Debtors' First Lien Revolving Credit Facility
or otherwise referred to as "ABL" shortly before the Petition
Date to address the Debtors' liquidity problems.

Karen C. Bifferato, Esq., at Connolly Bove Lodge & Hutz LLP, in
Wilmington, Delaware, Ford's counsel, noted that the Ad Hoc
Committee of the Debtors' term lenders conditioned its support
for the Exclusivity Motion on the establishment of certain
deadlines, referred to as the "Term Lender Trigger Events."  A
Term Lender Trigger Event will occur if: (i) the Debtors fail to
file with the Court a Chapter 11 plan and an accompanying
disclosure statement on or before November 2, 2009; (ii) the
Court's hearing on approval of the Disclosure Statement does not
occur on or before December 15, 2009; or (iii) the Court's
hearing on confirmation of the Plan of Reorganization does not
commence on or before February 15, 2010.

Ford asserted that any order approving the Debtors' Exclusivity
request be subject to the Term Lender Trigger Events being
treated as deadlines or milestones to achieve.  Ford also asked
the Court to recognize the right of not only the Term Lenders,
but also Ford and other parties-in-interest, to object to a
continuation of the exclusivity period if the Debtors fail to
meet any of the milestones.

For its part, the Committee asserted that the Exclusivity
Extension Motion is a troubled pleading.  On the one hand, it
seeks a remarkably long extension of each of the Debtors'
Exclusivity Periods where if granted, no other party would be
enabled to file a plan until the end of April 2010.  On the other
hand, the Committee noted, the Exclusivity Motion proposes to
give the Debtors' prepetition bank lenders a super-judicial veto
of any Court-sanctioned Exclusivity extension.  The Committee
noted that the super-judicial veto may be triggered, at the Term
Lenders' sole option, in less than one-month's time.

The Committee said it concurs with the fact that the Debtors are
healing quite nicely in bankruptcy, but much work needs to be
done before they are ready to exit.  Thus, the Committee
maintained that Exclusivity should be extended, but not to what
is tantamount in bankruptcy to ad infinitum.  The Committee
asserted that a three-month extension of each of the Debtors'
Exclusivity Periods is appropriate under the circumstances,
affording the Debtors effective plan control through the end of
February 2010, but establishing a year-end case-status
checkpoint.

Regarding the proposed Term Lender "Trigger Events", the
Committee contended that the Debtors did not offer a word of
argument or factual rationale.  The Debtors instead stated that
they "may still seek to maintain exclusivity by filing a motion
within five business days after passing of that milestone date to
be heard at the Court's next available hearing.  The Committee
said it does not agree with the proposal for these reasons:

  (a) It calls for an inappropriate shifting of the burdens of
      proceeding, proof, and persuasion from the Terms Lenders
      to the Debtors;

  (b) The "Trigger" preordains the "hasty" plan filing that the
      Debtors otherwise predict could be "detrimental to all
      parties-in-interest;" and

  (c) The proposed Trigger casts a pall over plan negotiations
      and case process.

In response to the Committee's contentions, the Debtors averred
that the Committee misinterprets the milestones and overestimates
the trigger events.  The Debtors asserted that the milestones
were the product of discussions with the Term Lender Group and
are entirely consistent with their business imperative of filing
a Chapter 11 plan in the near term and starting the emergence
process.  The Debtors refuted the Committee's assertions and
maintained that they have not ceded control of the plan process
to the Term Lender Group by agreeing to milestones and trigger
features.

The Debtors reiterated that the Term Lender Group can waive any
of the trigger events without a further court hearing.  Thus, the
Debtors noted that contrary to the Committee's suggestion, the
triggers are not attempts to wrestle control of their cases by
the term lenders.

With regards to Ford's response, the Debtors contended that
Ford's request that the proposed milestones be treated as
mandatory deadlines would make their failure to meet a milestone
or trigger event deadline more punitive than what is intended
with their agreement with the Term Lender Group.

                        About Visteon Corp.

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: Gets Court Nod for Accommodations From GM
-------------------------------------------------------
Visteon Corp. and its affiliates obtained Court's authority to
enter into a customer accommodation agreement with General Motors
Corporation, providing for the re-sourcing and transition of
certain GM lines of business; the sale of inventory, equipment,
and tooling related to those lines of business; accommodations for
retained business; and other benefits, along with an access and
security agreement.

Reko Tool & Mould (1987), Inc., objected to the Accommodation
Agreement, with respect to the proposal to sell certain
unspecified tooling to GM, free and clear of liens as part of
resourcing efforts by that manufacturer.  Reko asserted that it
attached, perfected, and continues to maintain a first priority
lien on tooling it supplied to Visteon, and thus it should be paid
for any tooling transferred to GM.  Reko subsequently withdrew its
objection.

Ford Motor Company filed a response to the proposal, but specified
it does not object to the Debtors' request to enter into an
Accommodation Agreement with GM.  However, Ford noted that the GM
Agreement impairs its collateral rights as Asset-Based lender
without any consideration to itself in exchange for the
substantial impairment of its collateral.  Ford also asserted that
the GM Agreement does not provide any form of adequate protection
despite, among other things, the grant to GM of a security
interest in the ABL collateral.

The Debtors maintain that, putting aside the substance of Ford's
reservation itself from a secured creditor perspective, Ford's
reservation has caused considerable confusion in the marketplace
and among Visteon's customer base and requires these
clarifications:

  (a) Ford states that "(t)he four major customers of U.S.
      manufacturing plants of the Debtors are all
      discontinuing . . . ."  While it is true that the Debtors
      are continuing to rationalize their U.S. manufacturing
      footprint (which has been substantially reduced over the
      years with more than 85% of Visteon's manufacturing
      locations resident outside of the U.S.), Ford's statements
      do not reflect the substantial engineering and design,
      sales, and revenue generating presence that Visteon
      intends to maintain in the U.S. as it continues to execute
      on its business plan.  To be clear, while Visteon is
      executing its business plan by addressing certain U.S.
      manufacturing locations, it continues to retain supply
      contracts with all of its key customers.

  (b) Ford asserts that the Accommodation Motion impairs Ford's
      collateral rights without any consideration and implies
      that the filing contravenes the ABL Cash Collateral Order.
      The Debtors disagree.  The Accommodation Agreement will in
      no way impair Ford's rights and interest in its
      collateral.  The collateral subject of the Motion will
      generate cash proceeds in which Ford's valid liens would
      follow.  Thus, there has been no default under the ABL
      Cash Collateral Order nor has Ford notified Visteon of a
      default under the procedures set forth in the ABL Cash
      Collateral Order in the two weeks since the Motion was
      filed.

  (c) Ford states that the Accommodation Agreement anticipates
      royalty payments to the term lenders in exchange for
      intellectual property licenses granted to GM under the
      Accommodation Agreement.  This is simply not true,
      according to the Debtors.  The Accommodation Agreement
      does not contemplate any direct payments from GM to the
      term lenders.  Any royalty payments made in accordance
      with the Accommodation Agreement will be made to Visteon
      and then treated in accordance with the ABL Cash
      Collateral Order and the Term Loan Adequate Protection
      Stipulation.  Indeed, the term lenders provided the
      Debtors with proposed language that both the Debtors and
      GM accepted, obviating the need for the term lenders to
      file any objection.

                Terms of Accommodation Agreement

The Debtors relate that they executed the Accommodation Agreement
with GM on September 15, 2009.  Prior to the execution of the
Accommodation Agreement, GM issued the Debtors certain supply
agreements or purchase orders pursuant to which the Debtors
agreed to manufacture component parts for GM.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, tells the Court that the Debtors present
the Accommodation Agreement to address their liquidity needs,
exit lines of business that no longer fit into their strategic
business plan, and maintain a business relationship with GM with
respect to other promising lines of business.

The Accommodation Agreement obligates GM to provide:

(1) an $8 million cash surcharge payment above the purchase
     order price for component parts produced by Visteon's
     interior and fuel tank product groups;

(2) up to $10 million to fund consolidation of Visteon's
     InterAmerican and Carplastic Mexican facilities, enhancing
     productivity at the Carplastics facility, which will
     continue to source GM component parts;

(3) $4.425 million to reimburse Visteon for upfront engineering,
     design, and development support that it has dedicated to the
     manufacture of GM's climate component parts;

(4) significant liquidity enhancement from the acceleration of
     payment terms on outstanding purchase orders from the GM
     standard payment terms, which results in payment in 47 days
     on average to a payment of net 15 days;

(5) payment for purchase of certain excess inventory relating to
     re-sourced component parts and equipment tooling owned by
     Visteon that is exclusively used to manufacture GM component
     parts;

(6) reimbursement of costs associated with wind-down of GM
     interior and fuel tank component part production including
     fixed over-head costs and certain employee costs;

(7) $8.2 million as cure payment in connection with the
     assumption and assignment of its purchase orders with
     Visteon in the GM Chapter 11 case;

(8) limitations on its ability to set off against accounts
     receivable owing to Visteon; and

(9) forbearance from re-sourcing certain promising lines of
     Business, including lighting component part production at
     Visteon's Carplastics, Autopal, and European facilities and
     certain other critical GM programs.

In exchange for these benefits from GM, the Debtors will continue
to produce and deliver component parts to GM during the term of
the Accommodation Agreement as well as provide considerable
assistance to GM in re-sourcing certain unprofitable production
to other suppliers.  The Debtors have also agreed to build an
inventory bank for GM, provided that GM will pay for that
inventory bank parts on an accelerated basis, and will also cover
the Debtors' out-of-pocket expenses in maintaining and handling
the inventory.

The parties acknowledge that because GM operates on a "just-in-
time" delivery method, it cannot easily or quickly re-source
production to another supplier.  If GM does not obtain component
parts from the Debtors during the term of the Accommodation
Agreement, it would shortly run out of inventory, thereby
effectively shutting down production lines that utilize Visteon
parts.  Thus, the Debtors aver, the Accommodation Agreement
prevents potentially ruinous disruption to GM's operations.  The
Debtors add that the Accommodation Agreement also provides GM
with an access right to their facilities if they fail to keep up
the critical element of their end of the bargain -- and that is,
the continuity of supply -- by ceasing production.

In a separate filing, the Debtors seek the Court's authority to
file under seal the Accommodation Agreement.  The Debtors assert
that the Agreement contains certain specific component parts
pricing and program information that if revealed to their
competitors, may give those competitors an advantage in
negotiating terms with GM to the Debtors' detriment.
Furthermore, the Debtors note, the Accommodation Agreement itself
prohibits them from publicly disclosing the information.

A redacted copy of Visteon-GM Letter Agreement is available for
free at:

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

                        About Visteon Corp.

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: Interim Cash Collateral Use Extended Until Nov. 12
----------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware allowed Visteon Corporation and its debtor
affiliates to continue using the cash collateral of their
Prepetition Lenders through:

  (a) November 12, 2009, or other date to which the Prepetition
      ABL Lenders who hold amounts of the Prepetition ABL
      Obligations sufficient to issue a consent pursuant to the
      Prepetition ABL Credit Agreement, may consent in writing;
      or

  (b) the date specified as the expiration date in any notice of
      an Event of Default delivered by the Prepetition ABL Agent
      to the Debtors, the Prepetition Term Agent, the Office of
      the U.S. Trustee, and Official Committee of Unsecured
      Creditors, which Expiration Date must be at least three
      business days after the delivery of that notice.

The Prepetition ABL Lenders continue to be entitled, under
Section 363(e) of the Bankruptcy Code, to adequate protection of
their interest in the Prepetition ABL Collateral to the extent of
diminution in value, including for the use of Cash Collateral.

A final hearing will be held on November 12, 2009, at 2:00 p.m.

Visteon Corp. has requested a delay in the final cash collateral
hearing.  The ABL Agent has consented to the delay.

The Debtors had approximately $2.7 billion of outstanding debt on
a consolidated basis.  The debt amount is comprised of:

                                                 Debt Amount
  Facility                                       Outstanding
  --------                                       -----------
Prepetition ABL Credit Agreement among
the Debtors, JPMorgan Chase Bank, N.A.,
as administrative agent, and certain
lenders, including Ford Motor Company
entered in August 2006

*Draws under the ABL Credit Pact              $89,000,000
*Reimbursement obligations for
   letters of credit under the ABL
   Credit Pact                                 $58,000,000

Prepetition Term Credit Agreement           $1,500,000,000
among Visteon, JPMorgan Chase Bank N.A.,
as administrative agent, and certain
lenders entered into in April 2007.

U.S. bond debt                                $862,000,000

Debt on account of other credit
facilities, capital leases for
affiliates, swaps, and other
miscellaneous obligations                     $214,000,000

To secure their Prepetition Obligations under the ABL Facility
and the Term Loan Facility, the Debtors granted to the
Prepetition Debtors (1) a first priority lien on certain of
Visteon assets and (2) a second priority lien on the remaining
Visteon assets.

The Term Lenders and the Revolver Lenders are also parties to an
Intercreditor Agreement dated June 13, 2006, among the
Prepetition ABL Agent, the predecessor to the Prepetition Term
agent, and certain of the Debtors.  Under the Intercreditor
Agreement provides that in the context of a Chapter 11 case, the
Prepetition ABL Lenders consent to the use of cash collateral or
to provide postpetition financing secured by the ABL Priority
Collateral, the Prepetition Term Lenders will be deemed to have
consented to cash collateral use or financing and will heave no
right to seek adequate protection or relief in connection with
the cash collateral use or financing.

The Debtors' cash, including all cash and other amounts on
deposit maintained in any account subject to "control" in favor
of the Prepetition Lenders are referred to as "Cash Collateral."

Accordingly, the Debtors have proposed to provide the Prepetition
ABL Lenders with three primary forms of adequate protection to the
extent of any diminution in value of the ABL Lenders' interest in
the Prepetition ABL Collateral:

  1. Adequate protection liens on all of the Debtors' rights,
     title and interest to all of the Debtors' property and
     proceeds, subject to the Carve-Out.

  2. Superpriority claim against each of the Debtors to the
     extent provided by Section 207(b) of the Bankruptcy Code,
     subject to the Carve-Out.

  3. Adequate protection payments, including payment of interest
     on the Prepetition ABL Obligations and payment of fees and
     expenses of the Prepetition ABL Lenders.

Moreover, despite the Prepetition Term Lenders' deemed consent
and waiver, the Debtors seek to provide those Term Lenders
adequate protection in the form of replacement liens.

Carve Out refers to the sum of (i) all unpaid fees to the Court
Clerk and to the U.S. Trustee; (ii) fees and expenses up to
$25,000 incurred by a trustee under Section 726(b) of the
Bankruptcy Code; (iii) to the extent allowed, all unpaid fees and
expenses incurred by persons or firms retained by the Debtors
pursuant to Sections 327 Bankruptcy Code; (iii) after the
delivery of a Carve Out Trigger Notice, to the extent allowed,
the payment of professional fees of up to $10,000,000.

                        About Visteon Corp.

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: Terms of $31MM Accommodation Agreement With Chrysler
------------------------------------------------------------------
Visteon Corp. and its affiliates seek the Court's authority to
enter into a customer accommodation agreement with Chrysler Group
LLC, providing for the re-sourcing and transition of certain
Chrysler lines of business; the sale of inventory, equipment, and
tooling related to those lines of business, accommodations for
retained business; and other related benefits, as well as a
related access and security agreement.

Before the Petition Date, pursuant to various purchase orders
issued by Chrysler and accepted by Visteon, Chrysler has ordered
from Visteon certain component parts, service parts and assembled
goods.

The Debtors tell the Court that they executed the Accommodation
Agreement in order to address their liquidity needs, exit lines
of business that no longer fit into their strategic business
plan, and maintain a business relationship with Chrysler with
respect to other significant lines of business.

The parties' Accommodation Agreement obligates Chrysler to
provide:

-- surcharge payments to the Debtors above the purchase order
    price for Chrysler component parts produced by Visteon for
    $13,000,000;

-- a cash payment to the Debtors for $5,237,400 for the
    purchase of certain tooling used at Visteon's Saltillo,
    Mexico facility to manufacture Chrysler component parts;

-- a cash payment for the purchase of certain designated
    equipment and tooling exclusively used to manufacture
    Chrysler component parts at Visteon's Highland Park,
    Michigan and Saltillo, Mexico facilities;

-- payment at 100% of Visteon's actual and documented costs for
    raw materials and 100% of the purchase order price for
    finished goods specifically to re-sourced Chrysler component
    part production;

-- awards of new business to the Debtors, the transition of
    certain lines of business to non-debtor affiliates of the
    Debtors, and accommodations on retained lines of business;

-- reimbursement to the Debtors of costs associated with the
    wind-down of certain lines of Chrysler component part
    production, including fixed overhead costs and certain
    employee-related costs;

-- limitations on its liability to set off against accounts
    payable owing to Visteon;

-- $13,077,265 to the Debtors for a cure payment in connection
    with the assumption and assignment to Chrysler of its
    purchase orders with Visteon in the Old Carco LLC Chapter 11
    case;

-- payment to the Debtors in respect of accounts payable
    arising from shipments of component parts by Visteon on
    accelerated net 15-day payment terms until the termination
    of the agreement; and

-- a release of certain commercial claims against Visteon,
    including those claims that may arise from the payments or
    other accommodations set forth in the Accommodation
    Agreement.

In exchange for these benefits, Visteon will continue to produce
and deliver component parts to Chrysler during the term of the
Accommodation Agreement, as well as provide assistance to
Chrysler in re-sourcing certain lines of production that are no
longer part of Visteon's business plan to other suppliers.  As
part of the re-sourcing assistance, Visteon will provide Chrysler
with certain intellectual property licenses and sublicenses
related to the re-sourced Chrysler production lines.  Visteon has
also agreed to build an inventory bank for Chrysler, provided
that Chrysler will pay for those parts in accordance with agreed
payment terms and will cover Visteon's incremental costs incurred
in the production of those parts to the extent that costs exceed
purchase order prices.  Visteon will also grant Chrysler an
option to purchase certain machinery and equipment used
exclusively to manufacture Chrysler component parts.

The Debtors assert that if Chrysler does not obtain component
parts from them during the term of the Accommodation Agreement,
it could run out of inventory, negatively affecting production
lines that utilize Visteon parts.  Thus, the Debtors aver, the
Accommodation Agreement prevents potential disruption to
Chrysler's operations by providing continuity of supply through
the Termination Date.

A full-text copy of the Visteon-Chrysler Accommodation Agreement
is available for free at:

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

                        About Visteon Corp.

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 R GRACE: Completes Divestiture of Two Product Lines
-----------------------------------------------------
W. R. Grace & Co. announced that it has completed the sale of two
product lines in separate transactions during September 2009.
Total cash proceeds from the two transactions were approximately
$27 million.  Grace expects to report a total pre-tax gain from
the two transactions of approximately $22 million in its third
quarter ending September 30, 2009.

"These divestitures sharpen our product focus, and help ensure we
are using our investment capital to best effect," said Fred Festa,
Grace's Chairman, President and Chief Executive Officer.

Grace sold the membranes product line, a component of Grace
Davison's Specialty Technologies product group, to a strategic
buyer for approximately $22 million.  The membranes product line
manufactures and sells polymer-based membranes used in natural gas
separation.  Grace sold the firestopping and abatement product
line, a component of Grace Construction Products' Specialty
Building Materials product group, to another strategic buyer for
approximately $5 million.  Firestop products compartmentalize and
contain fire and smoke within a building and abatement products
are used for the abatement of asbestos and lead paint.  Together,
sales of these product lines account for significantly less than
1% of Grace's sales.

Grace is a leading global supplier of catalysts and other products
to petroleum refiners; catalysts for the manufacture of plastics;
silica-based engineered and specialty materials for a wide range
of industrial applications; sealants and coatings for food and
beverage packaging, and specialty chemicals, additives and
building materials for commercial and residential construction.
Founded in 1854, Grace has operations in over 40 countries.  For
more information, visit Grace's web site at http://www.grace.com

                         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: Dist. Court Reverses Ruling on $130MM Asbestos Claim
---------------------------------------------------------------
Granting the appeal of State of California Department of General
Services, Judge Ronald L. Buckwalter, S.J., of the U.S. District
Court for the District of Delaware reversed the Bankruptcy Court's
order disallowing CDGS' claims against the Debtors aggregating
$130,000,000.

CDGS' claims are on account of damages caused to 16 California
buildings allegedly contaminated with asbestos, in connection with
the Debtors' business operations.

The District Court however, denied CDGS' request for oral argument
on the Appeal.

As previously reported, the Bankruptcy Court ruling dated
October 10, 2008, held that the Claims are barred by the three-
year statute of limitations of the States of California and
Delaware, despite the fact that the Claims may concern different
buildings.  Judge Fitzgerald further noted that CDGS had actual
knowledge of the alleged asbestos contamination, and were on
inquiry notice of any other contamination in their buildings, in
1990, at the latest, but CDGS waited too long to file their
Claims.  Moreover, the State of California, together with 29 other
states, filed a complaint with the U.S. Supreme Court in Alabama
against 26 asbestos manufacturers, including Grace in 1990.  Under
California Law, the statute of limitations began to run at that
time, according to the Bankruptcy Court.

A statute of limitations "is accepted with all its accoutrements,
including laws of accrual," Judge Buckwalter related in his 31-
page opinion, citing Plumb v. Cottle, 492 F. Supp. 1330, 1336 (D.
Del. 1980) (quoting Frombach v. Gilbert Assoc., 236 A.2d 363 (Del.
1967)).  In this regard, the Bankruptcy Court failed to note that
California's "laws of accrual with respect to asbestos claims are
more clearly defined by existing jurisprudence."  Accordingly,
resolution of the issue relating to the choice of law is
imperative, Judge Buckwalter said.

The District Court further related that Grace has produced no
other evidence that contamination of the 16 buildings at issue
occurred more than three years prior to the Petition Date.
Because the Debtors bear the burden of proof in asserting the
statute of limitations defense, it is questionable whether the
buildings suffered "appreciable harm" prior to March 28, 2000.

Judge Buckwalter also disagreed with the Bankruptcy Court's
finding that the Alabama Action was the State of California's
admission that it suffered property damage from asbestos in its
buildings as of the date of that complaint.  On the contrary, the
Complaint sought nothing more than abatement and restitution costs
due to the presence of asbestos in its buildings, and did not
suggest the discovery of any release of asbestos fibers or actual
property damage, he said.

A genuine issue of fact remains as to when the contamination
occurred in the 16 buildings, as asserted by CDGS.  Absent a
showing of when contamination occurred, the discovery rule has no
bearing on the Claims.  Accordingly, summary judgment on the
grounds of statute of limitations is not appropriate, the District
Court opined.

Judge Buckwalter remanded the CDGS Claims to the Bankruptcy Court
for further proceedings.

                         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: Wants Court to Bar Solomons Testimony at Plan Hearing
----------------------------------------------------------------
W. R. Grace & Co. and its units ask the Court to preclude A.
Gibson Solomons, Esq., at Speights & Runyan, in Hampton, South
Carolina, from testifying for Anderson Memorial Hospital S.C., at
the Phase II Plan Confirmation Hearing.

David C. Bernick, Esq., at Kirkland & Ellis LLP, in New York,
relates, on behalf of the Debtors, that Mr. Solomons' statements
during a deposition in September 2009 offer "a swearing contest"
that would only further highlight a false accusation that is
completely collateral to any issue for the Confirmation Hearing.

"The real and sole purpose for which the testimony is offered is
to attack counsel for Grace . . . [and] should not be admitted,"
Mr. Bernick argues.

In response, Anderson complains that the Debtors' request is
"untimely," to the extent that the deadline for filing requests to
strike testimonies for the Confirmation Hearing expired on
August 14, 2009.

Anderson also tells the Court that it retained William M. Ewing in
anticipation that the Plan Proponents would attempt to quantify
their traditional property damage liability for feasibility
purposes, which evidence was not provided.  If the Plan Proponents
do not present the evidence, Anderson will not call Mr. Ewing as a
witness.

Subsequently, the Debtors informed the Court that they have
circulated to Anderson copies of their requests to preclude Mr.
Solomons and Mr. Ewing from testifying during the Phase II
Confirmation Hearings.  As previously reported, the Debtors noted
that the testimony of Mr. Ewing, as Anderson's industrial hygiene
expert witness, should be barred.

                Court Junks Anderson's Request
             to Compel Debtors' Deposition Answers

Judge Fitzgerald determined that Hudson LaForce and Pamela Zilly
provided testimonies that "lack sufficient information" with
respect to the calculations of the amounts asserted as asbestos-
related property damages against the Debtors.

The Court further ruled that the deposition of Grace's General
Counsel Mark Shelnitz, Esq., in August 2009, involved projections
of future asbestos property damage claims to which Mr. Shelnitz is
likely not to be the sole percipient witness.  Insufficient cause
has been shown to require Mr. Shelnitz to testify in lieu of
another competent witness, the Court said.

In the event that the witness who responds is someone other than
Mr. Shelnitz, the Court reserves ruling on whether additional
discovery will be warranted from that witness.  If, however, no
witness is able to answer to a particular question in the
Discovery, the question will be answered by Mr. Shelnitz as the
person to whom it was directed, Judge Fitzgerald held.

Prior to the Court's ruling, Anderson filed under seal its
response to the Debtors' opposition to its request.

                           Plan Schedule

W.R. Grace & Co. and its debtor affiliates stated in a regulatory
filing with the U.S. Securities and Exchange Commission that
hearings for the confirmation of their First Amended Joint Plan of
Reorganization are scheduled to continue on October 13 and 14,
2009.

Following completion of evidentiary testimony, the Plan proponents
and objectors will submit post-trial briefs in November 2009.  Due
to the schedule of the U.S. Bankruptcy Court for the District of
Delaware, Grace expects that closing arguments will not take place
until early January 2010.

As a result, Grace does not expect to receive a confirmation
opinion from Judge Judith K. Fitzgerald until 2010, Grace
Assistant Secretary Michael W. Conron said.

The Phase II Plan Confirmation Hearing commenced on September 8,
2009 and lasted until September 17.  The Phase I Hearings were
held from June 22 to 23.

                         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)


WALKER RADIO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Walker Radio Inc.
        6890 E Sunrise Dr., #120
        Tucson, AZ 85750

Bankruptcy Case No.: 09-25343

Chapter 11 Petition Date: October 8, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  Email: eric@ericslocumsparkspc.com

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

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

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

The petition was signed by James R. Walker.


WARREN MCDOWELL: S.D. Fla. Says Sanctions Can Be Discharged
-----------------------------------------------------------
WestLaw reports that a sanctions award which was entered against
an individual Chapter 11 debtor in civil litigation based on the
frivolous nature of the positions taken, as an award that was
payable to the opposing party in this litigation, did not qualify
as a fine, penalty or forfeiture "payable to and for the benefit
of a governmental unit," within meaning of the dischargeability
exception.  It did not matter that the award may have been entered
to vindicate the dignity of the court, where it was payable, not
to the court, but to a private party.  A split of authority on
this issue was noted.  In re McDowell, --- B.R. ----, 2008 WL
4000625, 21 Fla. L. Weekly Fed. B 364 (Bankr. S.D. Fla.) (Hyman,
J.).

Warren C. McDowell was sued in New York Supreme Court for breach
of contract, fraud, and breach of fiduciary duty by Judith Stein
and David S.J. Neufeld.  In a January 4, 2007, Memorandum Decision
the New York Court stated that "[a]s a result of [Mr. McDowell's]
opprobrious behavior . . . he shall pay the costs of this action,
including the victor's attorney's fees.  Given the length of this
litigation and the extent of plaintiffs representation, this will
be [a] great burden and serve . . . to dissuade others from
emulating his example."  On January 12, 2007, following a bench
trial, the New York Supreme Court entered an Order and Judgment in
favor of the Plaintiffs and sanctioned Mr. McDowell $585,033.30.
The Judgment and Order, entered on February 23, 2007, awarded the
Sanction Award for "counsel fees and disbursements," payable to
Ms. Stein and Mr. Neufeld.

On March 14, 2007, Mr. McDowell sought chapter 11 protection
(Bankr. S.D. Fla. Case No. 07-11728).  A copy of Mr. McDowell's
Chapter 11 petition is available at
http://bankrupt.com/misc/flsb07-11728.pdfat no charge.


WAVERLY GARDENS: Court Extends Cash Collateral Use Until Dec. 1
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
approved a stipulation reached by Waverly Gardens of Memphis, LLC,
and Kirby Oaks Integra, LLC, with First Tennessee Bank National,
extending the Debtors' access to cash collateral until Dec. 1,
2009.

As reported in the TCR on March 20, 2009, First Tennessee said
that it is owed $8,494,044 by the Debtors.  As security, the
Debtors conveyed to First Tennessee a security interest in
substantially of their assets, including cash collateral.

As adequate protection, First Tennessee is granted a postpetition
security interest in (a) all proceeds from the disposition of any
of the cash collateral, and (b) any and all of the Debtors'
goods, property, assets and interests in property now existing and
hereafter acquired.

As additional adequate protection, First Tennessee is granted an
allowed superpriority administrative claim pursuant to Section
507(b) of the Bankruptcy Code.

                       About Waverly Garden

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W. D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Kirby Oaks filed for protection
from its creditors, it listed between $1 million and $10 million
each in assets and debts.


WELLS JOHNSON COMPANY: Case Summary & 16 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Wells Johnson Company
           dba Foundation For The Advancement Of Med Ed.
           dba American Academy Of Cosmetic Physicians
           dba American Academy Of Cosmetic Gynecology
        8000 S Kolb Rd
        Tucson, AZ 85756

Bankruptcy Case No.: 09-25397

Chapter 11 Petition Date: October 8, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Albert Blankenship Jr., Esq.
                  2912 N. Tucson Blvd.
                  Tucson, AZ 85716
                  Tel: (520) 881-2300
                  Fax: (520) 326-3599
                  Email: azal@azgalaxyonline.com

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

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

According to the schedules, the Company has assets of $4,682,427,
and total debts of $1,945,041.

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

             http://bankrupt.com/misc/azb09-25397.pdf

The petition was signed by John F. Wells.


WEST COAST: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: West Coast Interventional Pain Medicine, Inc.,
        a California Corporation
        P.O. Box 1966
        Highland, IN 46322

Bankruptcy Case No.: 09-24379

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
San Diego Pain Management Consultants, Inc.        09-24381
Surgical Leasing Company, Inc., a California Corp  09-24389
CV Surgical Management, Inc., a California Corp    09-24391
The Pain Management Group, Inc.                    09-24392

Chapter 11 Petition Date: October 9, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Jeffrey C. Dan, Esq.
                  David K. Welch, Esq.
                  Crane, Heyman, Simon, Welch & Clar
                  135 South LaSalle Street, Suite 3705
                  Chicago, IL 60603-4297
                  Tel: (312) 641-6777
                  Email: jdan@craneheyman.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 10 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/innb09-24379.pdf

The petition was signed by Paul Kevin Barkal M.D.


WEST HAWK: EnCana Oil Wants Cases Converted to Chapter 7
--------------------------------------------------------
EnCana Oil & Gas (USA) Inc. asks the Bankruptcy Court to enter an
order converting the Chapter 11 cases of West Hawk Energy (USA),
LLC, and WHE Holdings LLC to liquidation under Chapter 7 or, in
the alternative, enter an order appointing Chapter 11 trustees.

EnCana asserts the two Debtors in the jointly-administered case
have grossly misrepresented their corporate and financial affairs
to the Court, creditors, and parties in interest in the course of
their business, in verified documents filed in these cases, and in
sworn testimony.

"They have admittedly misused their corporate forms and failed to
keep adequate books and records.  Their tenure as Chapter 11
fiduciaries should end immediately so that one or more
independent trustees may put an end to the confusion and ensure
conflicts of interest are not further multiplied," EnCana adds.
appoint Chapter 11 trustees.

                  About West Hawk Energy USA, LLC

Headquartered in Englewood, Colorado, West Hawk Energy USA, LLC --
http://www.westhawkdevelopment.com/-- provides energy products
(e.g. oil and gas) from a variety of sources.  Assets under
development include the figure four natural gas property located
in the Piceance Basin, Colorado, being developed under a drilling
and development agreement; and the Groundhog coal property located
in northwest British Columbia.

The Company filed for Chapter 11 on Dec. 18, 2008 (Bankr. D. Colo.
Case No. 08-30241).  Cecilia Kupchik, Esq., at Kupchik Rossi LLC
represents the Debtor in its restructuring effort.  The Debtor did
not file a list of 20 largest unsecured creditors.  In its
petition, the Debtor listed assets and debts both ranging from
$10 million to $50 million.


WILBERT RICHARDSON: Chapter 11 Case Summary & Unsecured Creditor
----------------------------------------------------------------
Debtor: Wilbert Richardson
        4902 S Vermont
        Los Angeles, CA 90037

Bankruptcy Case No.: 09-37610

Chapter 11 Petition Date: October 9, 2009

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

Judge: Ernest M. Robles

Debtor's Counsel: Khachik Akhkashian, Esq.
                  Burt & Akhkashian LLP
                  3055 Wilshire Bl., 12th fl
                  Los Angeles, CA 90010
                  Tel: (213) 384-2220
                  Fax: (213) 384-2296

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

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

The Debtor identified Wescom Credit Union with unsecured credit
obligation claim for $4,752 as its largest unsecured creditor. A
full-text copy of the Debtor's petition, including the creditors
list, is available for free at:

            http://bankrupt.com/misc/cacb09-37610.pdf

The petition was signed by Mr. Richardson.


WILLIAM BAYLES: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William H. Bayles, Jr.
        P.O. Box 1238
        New Canaan, CT 06840-1238

Bankruptcy Case No.: 09-52029

Chapter 11 Petition Date: October 9, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Douglas S. Skalka, Esq.
                  Neubert, Pepe, and Monteith
                  195 Church Street, 13th Floor
                  New Haven, CT 06510
                  Tel: (203) 821-2000
                  Fax: (203) 821-2009
                  Email: dskalka@npmlaw.com

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

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

A list of the Company's 8 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/ctb09-52029.pdf

The petition was signed by William H. Bayles Jr.


WILLIAM HOLMES: Daughter Indicted of Fraud
------------------------------------------
The U.S. Attorney Joseph P. Russoniello said that William P.
Holmes' daughter, Myra Holmes, was indicted by a federal grand
jury with concealment of assets and bank fraud,

The indictment, which was issued on September 23, remained under
seal until October 6, when Ms. Holmes was arrested in Vallejo.
Ms. Holmes made her initial appearance in federal court in San
Jose on October 6 before U.S. Magistrate Judge Patricia V.
Trumbull.

The indictment accuses Ms. Holmes of enriching herself by
convincing her father to convey to her, without consideration and
without notifying or obtaining the permission of the bankruptcy
court or the bankruptcy trustee, his interest in the Vallejo
property where she lived.  The indictment further alleges that
after Ms. Holmes obtained her father's interest in the property
she withdrew the equity from the property through a refinancing
mortgage loan, which she procured with a fraudulent refinancing
application.

According to the indictment, as a result of her fraudulent
refinancing application, Ms. Holmes received a refinanced
mortgage, which increased the outstanding mortgage on the Vallejo
property from approximately $180,000 to approximately $338,000;
received approximately $130,000 wired to her personal bank
account; and arranged for a title company to write several checks
out of escrow funds to settle personal debts that Holmes owed-
including payments to Neiman Marcus, Lord & Taylor, Macy's and
Spiegel.  By the end of April 2006, Ms. Holmes had spent on
personal expenses virtually all of the approximately $130,000 that
she had fraudulently received as a result of the November 2005
refinancing of the Vallejo property.  To date, Ms. Holmes has not
repaid the bankruptcy estate for the funds she took out of the
Vallejo property in the November 2005 refinancing.

Ms. Holmes was released after executing a co-signed bond of
$50,000.  The defendant's next scheduled appearance is at 9 a.m.
on Oct. 28 for an initial appearance before United States District
Court Judge Jeremy Fogel.

Joseph Fazioli is the Assistant U.S. Attorney who is prosecuting
the case with the assistance of Jeanne Carstensen.  The indictment
is the result of an investigation by the Federal Bureau of
Investigation.

Gates Mills, Ohio-based William P. Holmes, aka Willaim Holmes,
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the Northern District of Ohio (Bankr. N.D. Ohio Case No.
09-18813).  Dennis J. Kaselak, Esq., who ha an office in Chardon,
Ohio.  The Debtor listed $1,000,001 to $10,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


WILTON BRANDS: Creditors Withdraw Involuntary Ch. 11 Petition
-------------------------------------------------------------
Wilton Brands Inc. on Oct. 12 announced that its parent company,
Wilton Holdings Inc., and its subsidiaries have consummated the
previously announced agreement with their largest creditors, an
affiliate of TowerBrook Capital Partners L.P. and Deutsche Bank
Trust Company Americas, to recapitalize Wilton Holdings.  As a
result of this agreement, TowerBrook Capital Partners L.P. and
Deutsche Bank Trust Company Americas have withdrawn the
involuntary Chapter 11 petition filed against Wilton Holdings on
July 17, 2009 with the United States Bankruptcy Court for the
District of Delaware.

The completion of this recapitalization provides Wilton Holdings
with an improved capital structure, a reduced debt burden, the
ability to continue delivering great products and quality service
to customers every day and the opportunity to focus on growth over
the long term.

As a result of this agreement, affiliates of TowerBrook Capital
Partners L.P. and Deutsche Bank Trust Company Americas are the new
majority owners of Wilton Holdings. Affiliates of GTCR Golder
Rauner II, L.L.C. will continue to hold a minority share of the
business.

                     About Wilton Brands Inc.

Wilton Brands Inc. -- http://www.wilton.com/-- based in
Woodridge, Illinois, has united multiple creative consumer
products companies to produce a market leader with a strategic
focus on product innovation and quality.  Wilton's product
portfolio includes food crafting, scrapbooking, and other craft
products.  Wilton has the number one position in cake decorating,
bakeware and tea kettles.  It offers the industry's most
comprehensive and innovative selection of baking, cake decorating,
candy making, cookie making, wedding and seasonal products. In
addition, the company is the leader in scrapbooking as well as a
marketer of some of the craft industry's most respected brands of
embellishments, stickers, and punches through the E K Success and
K & Company product lines.  The company also launched the Martha
Stewart Crafts line in May 2007.


WOOD RIVER: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Wood River Woods, LLC
        1111 Bayside Square, Suite 111
        Corona del Mar, CA 92625

Case No.: 09-20534

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: October 8, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Mark D. Northrup, Esq.
            Pier 70
            2801 Alaskan Wy, Suite 300
            Seattle, WA 98121-1128
            Tel: (206) 340-9628
            Email: mnorthrup@grahamdunn.com

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

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

The petition was signed by Lawrence Kates, the company's manager
and sole member.

Debtor's List of 12 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
North Region Corporation                              $836,841

Evergreen Pacific Inc.         trade                  $94,845

Water Environment Services     trade                  $12,000

Waste Management of Oregon     trade                  $5,360

Sunrise Water                  trade                  $3,951

For Rent Advertising           trade                  $2,200

HD Supply Facilities           trade                  $1,600
Maintenance

Venturi Technoligies Inc.      trade                  $550

Sherwin Williams               trade                  $540

Office Depot                   trade                  $450

Totem Lake West                trade                  $189

Comcast                        trade                  $71


YOUNG BROADCASTING: Bank Debt Trades at 47% Off
-----------------------------------------------
Participations in a syndicated loan under which Young
Broadcasting, Inc., is a borrower traded in the secondary market
at 53.20 cents-on-the-dollar during the week ended Friday, Oct. 9,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.70 percentage points from the previous week, The Journal
relates.  The loan matures on Nov. 3, 2012.  The Company pays 225
basis points above LIBOR to borrow under the facility.  Moody's
has withdrawn its rating while Standard & Poor's has assigned a
default rating on the bank debt.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV -Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the official committtee of unsecured creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


* Automakers Restless About Ad Campaigns, Report Says
-----------------------------------------------------
Suzanne Vranica at The Wall Street Journal reports that car makers
are restless about adv campaigns.  According to The Journal,
Autodata Corp. said that U.S. auto sales have continued to drop,
falling 23% in September 2009, from a year earlier.  The
automakers, with sales under such pressure, are hoping fresh
campaigns can give them a competitive edge, says The Journal.  Car
makers "have reduced costs in some areas like manufacturing and
distribution, and now they are having a close look at marketing,"
The Journal quoted marketer Ian Beavis as saying.  The Journal
relates that new corporate leaders often want to re-evaluate old
ad relationships and bring in agencies they are more familiar
with.  The report states that due to the economic downturn, car
companies have cut back on their ad spending and on the fees they
pay their agencies.


* 'Fulcrum' Deals Rising To Prominence, Experts Say
---------------------------------------------------
Law360 reports that as companies mired in debt continue to seek
refuge in bankruptcy court, popularity is growing in so-called
fulcrum investing, a risky bet placed on debt securities bought on
the cheap and expected to be converted into equity holdings
through the restructuring process, attorneys and other observers
said.


* Insurer Wants Evidence Barred In Firm's $75M Claim
----------------------------------------------------
Law360 reports that in the latest slap in back-and-forth
litigation with bankruptcy law firm Weinstein & Riley PS, Westport
Insurance Corp. has asked a court to bar the firm from introducing
evidence of the $75 million it released in a settlement of
underlying breach of contract litigation.


* Local Bankruptcies Rise; Manufacturers, Real Estate Hurt Most
---------------------------------------------------------------
Kristin Burke at WIFR reports that local business bankruptcies
continue to increase as economic woes deepen, although many
economists recently said that the economy is recovering.
According to WIFR, manufacturers and companies dealing with real
estate and construction are suffering the most.  WIFR says that
escalating job losses, weakening consumer confidence, and
declining home values have pushed many local companies into
bankruptcy court.  WIFR states that tighter lending standards by
banks caused the increase in business collapses.


* Motor Vehicle Parts Suppliers Urge Action to Assist Industry
--------------------------------------------------------------
Dave Andrea, vice president, industry analysis & economics,
Original Equipment Suppliers Association, testified before the
Senate Banking, Housing, and Urban Affairs Subcommittee on
Economic Policy.  The testimony for the hearing, entitled
"Restoring Credit to Manufacturers," focused on the current state
of the parts supplier sector, the need for greater access to
capital, and the importance of long-term programs to support
technology and innovation.  Mr. Andrea represented the Motor &
Equipment Manufacturers Association and its affiliates, OESA, the
Automotive Aftermarket Suppliers Association and the Heavy Duty
Manufacturers Association.

Specifically, the testimony encouraged Congress and the
Administration to:

    --  Assure sufficient capital for restructuring,
        consolidating, and diversifying the industry;

    --  Address specific needs of small suppliers for
        sufficient capital for ongoing operations;

    --  Create technology funding programs that support
        long-term innovation.

"Bankruptcies are happening, and will continue to happen," said
Neil De Koker, president and CEO, OESA.  "Suppliers continue to
struggle under the weight of this economic crisis, and we are
eager to work with the members of the Subcommittee in a
coordinated effort to preserve the industry's employment base and
technology innovation going forward."

The groups are urging an increase in the limits for loan programs
within the Small Business Administration as current limits
typically do not cover the investments suppliers make to assist
with the design, engineering and tooling for a component on a new
vehicle program.  Suppliers are also encouraging Congress to pass
legislation like the IMPACT Act (S. 1617) and the Advanced Vehicle
Technology Act (H.R. 3246) to provide both original equipment and
aftermarket suppliers with greater access to funding for
investment in research and development and retooling.

"The supplier industry remains at a crossroads," said Bob McKenna,
president and CEO, MEMA.  "It will require the conscious efforts
of the industry, lending institutions, and federal and state
governments to provide a stable environment in which the industry
can restructure."

                        About MEMA

MEMA represents motor vehicle parts suppliers, the nation's
largest manufacturing sector, employing nearly 686,000 people
across the country.  Suppliers are also the largest manufacturing
employer in eight states.  These jobs contribute to 3.29 million
private sector jobs across the country.  Suppliers manufacture the
parts and technology used in domestic production of new cars and
trucks produced each year, and the aftermarket products necessary
to repair and maintain more than 247 million vehicles on the road
today.

MEMA supports its members through its three affiliate
associations, Automotive Aftermarket Suppliers Association, Heavy
Duty Manufacturers Association, and Original Equipment Suppliers
Association.  MEMA represents more than 650 member companies with
global motor vehicle parts sales exceeding $600 billion and 65
percent of North American automotive supplier sales.


* New Report from CFO Magazine Spots Credit Risks
-------------------------------------------------
A new CFO Financial Benchmarks report examines the
creditworthiness of midcap companies and finds that one in seven
poses a potential risk to its suppliers and business partners.

The 2009 Credit Risk Benchmarking Report, available for $50 at
http://www.cfo.com/creditrisk,provides suppliers with a quick way
to gauge which of 550 companies within the CFO Midcap 1500 warrant
closer scrutiny.  A complete list of companies named in the report
also is available free of charge.  According to recent CFO
magazine survey, 40% of CFOs plan to monitor customer credit more
closely -- even after an economic recovery.

"Despite signs of a recovery, at least 14% of companies have been
badly strained by nearly two years of recession and more than a
year of limited access to credit," says Karlo Bustos, director of
financial analysis and benchmarking at CFO.  "And companies that
struggle to pay their bills on time or are in danger of bankruptcy
pose a risk to their suppliers."

The report measures each company on three factors: cash as a
percent of revenue, days payable outstanding (DPO), and DPO
relative to the DPO of that company's industry.  The last of these
measures is intended to expose which companies are underperforming
regardless of the economic condition of their industry as a whole.
A company that gets poor marks in all three areas is a potential
credit risk.

An article in the October issue of CFO magazine, called "Credit
Check," summarizes how companies performed within the 36 different
industries studied. The industries with the highest percentage of
troubled companies include pharmaceuticals (46%), biotech (35%),
and media (26%). Across all industries, the study found that an
average of 14% of companies pose a potential credit risk to their
suppliers.

As with all financial benchmarks, many factors can affect a
company's performance, and this report should be used only as a
guide.

CFO magazine, CFO.com, CFO Conferences, and CFO Research Services
together make up CFO Publishing Corporation, which is an Economist
Group business.  CFO Financial Benchmarks is an editorial product
of CFO, the leading business publication for C-level and senior
financial executives.


* Oklahoma Bankruptcy Filings Slightly Drop in 3rd Quarter
----------------------------------------------------------
Citing Automated Access to Court Electronic Records, Tony Pugh at
Miami Herald relates that commercial bankruptcy filings dropped
4.5% to 22,710 in the third quarter from 23,782 in the second
quarter.  Automated Access is an Oklahoma City bankruptcy
management and data company.  Miami Herald note that the decline
in the bankruptcy filings doesn't mark an end to the recession,
but when coupled with rising home mortgage applications and a
slowdown in new jobless benefit claims, the bankruptcy slowdown
offers more hope that the economy is starting to stabilize.


* Smaller Bankruptcy Firms Booming as Business Failures Rise
------------------------------------------------------------
Lisa van der Pool at Boston Business Journal reports that small
bankruptcy law firms have been quietly cashing in on bankruptcy as
business collapses and workouts increase, unlike large law firms,
which have been pummeled by the recession and forced to fire
lawyers and entirely rethink established business practices.
Business Journal notes that large law firms are conflicted out of
handling some cases because they also work with large financial
institutions.  According to Business Journal, only a few of
bankruptcy boutiques in Boston specialize in business
bankruptcies.  Business Journal relates that small firms that have
substantial bankruptcy practices include Craig and Macauley PC,
Hanify & King PC, and Cohn Whitesell & Goldberg LLP.


* Treasury's Strategy is 'Inadequate' to Address Foreclosures
-------------------------------------------------------------
The Congressional Oversight Panel, in its October oversight
report, "An Assessment of Foreclosure Mitigation Efforts after Six
Months", expressed concern about the limited scope and scale of
the Making Home Affordable program and questions whether
Treasury's strategy will lead to permanent mortgage modifications
for many homeowners.

Rising unemployment, weak home prices, and impending mortgage rate
resets still threaten to cast millions of Americans out of their
homes, with devastating effects on families, local communities,
and the broader economy.  One in eight mortgages is currently in
foreclosure or default, and this crisis is estimated to produce 10
to 12 million foreclosures.  While Treasury is still in the early
stages of implementing its centerpiece foreclosure mitigation
program, called the Home Affordable Modification Program (HAMP),
the Panel has three concerns with the current approach.

The Panel found, "It increasingly appears that HAMP is targeted at
the housing crisis as it existed six months ago, rather than as it
exists right now."  The program is limited to certain mortgage
configurations.  Many of the coming foreclosures are likely to be
payment option adjustable rate mortgage and interest-only loan
resets, many of which exceed HAMP eligibility limits.  Treasury's
strategy also makes no provision for foreclosures due to
unemployment, which now appear to be one of the biggest drivers of
foreclosure.

Foreclosures continue every day as Treasury ramps up the program,
with foreclosure starts outpacing new HAMP trial modifications at
a rate of more than two to one.  Some homeowners who would have
qualified for modifications may have lost their homes before the
program could reach them.  Even once the program is fully
operational, Treasury's own projections indicate, in the best
case, fewer than half of the predicted foreclosures would be
avoided.

The Panel found that "the result for many homeowners could be that
foreclosure is delayed, not avoided."  HAMP modifications are
often not permanent: For many homeowners, payments will rise after
five years, and although the program is still in its early stages,
only a very small proportion of trial modifica