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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 29, 2009, Vol. 13, No. 299

                            Headlines

ACCENTIA BIOPHARMA: Court to Hold Hearing on DIP Facility Today
ACCENTIA BIOPHARMA: Plan Exclusivity Extended Until Nov. 20
ALLEN SYSTEMS: Moody's Upgrades Corporate Family Rating to 'B2'
AMH HOLDINGS: Moody's Affirms 'Caa1' Corporate Family Rating
AMR CORP: Steps Up Efforts to Boost Ties with Japan Airlines

AMR CORP: Transportation Dept. Delays Ruling on BA Alliance
ASSET RESOLUTION: U.S. Trustee Wants NY Case Dropped or Moved
ASSOCIATED MATERIALS: Reports $22.9-Mil. Net Income for Q3
ASSOCIATED MATERIALS: Offers $200 Million of Senior Secured Notes
BANK OF AMERICA: CEO Search Needs More Time

BERNIE KOSAR: Wants Trustee Appointment Reconsidered
BRITISH AIRWAYS: DOT Delays Ruling on Alliance With American Air
BRYAN MCCORMICK: Case Summary & 18 Largest Unsecured Creditors
CABO RICO YACHTS INC: Case Summary & 20 Largest Unsec. Creditors
CALIFORNIA COASTAL: Files Chapter 11 to Extend Loans

CAPITAL CORP: Files First Amended Plan of Liquidation
CAPMARK FINANCIAL: Proposes to Honor Obligations to Employees
CAPMARK FINANCIAL: Proposes to Maintain Insurance Programs
CAPMARK FINANCIAL: Wants to Run Business in Ordinary Course
CERTIFIED INC: Case Summary & 19 Largest Unsecured Creditors

CHRYSLER FINANCIAL: Moody's Upgrades Corp. Family Rating to 'Caa3'
CENTRO NP: Amends Consent Solicitation for Senior 2006, 2008 Notes
CENTURY ALUMINUM: To Commence Exchange Offer for Notes
CHARLES BECKER: Later Business Loans Also Secured By Residence
CIT GROUP: Counters Icahn "Unfunded" Offer with $4.5-Bil. from BoA

CIT GROUP: Students Reach $130M Deal With Pilot School Lender
CIT GROUP: Has Accelerated Process to Appoint New Directors
COYOTES HOCKEY: NHL to Buy Coyotes by Nov. 2, Keep Team in Phoenix
CRESCENT RESOURCES: Eola Capital Acquires Several Properties
CYNERGY DATA: Completes Sale of Assets to Comvest Group

DBSI INC: President to Fight Investor Fraud Allegations
DCE NEW MEXICO: Blames Ch 11 Bankr. Filing on Economic Woes
DEBT RELIEF: Bay View Law Extends Aid to Clients
DELPHI CORP: Ex-Delphi Execs Seek Disbursement Of Remaining Funds
DELPHI CORP: Goldman Sachs Sues High River Over Failed Transaction

DELPHI CORP: MDL Settlements Get District Court Interim Approval
DELTA AIR: Reports September 2009 Traffic Results
DELTA AIR: Steps Up Efforts to Boost Ties Japan Airlines
DELTA AIR: Transfers NWA Control Center to Atlanta
DIVINITY LIBBY: Case Summary & 20 Largest Unsecured Creditors

DOLLAR THRIFTY: Says 2010 Ford Models Comprise 34% of Orders
DOLLAR THRIFTY: Unveils Proposed Public Offering
DUANE READE: To Issue $300MM of 11.75% Notes in Exchange Bid
ENTEGRITY WIND: Fails to Repay Debt, Goes Bankrupt
EQUIPMENT ACQUISITION: Sent to Chapter 11 after Scam Discovered

ERICKSON RETIREMENT: Emergency Hearing on Escrow of Deposits
ERICKSON RETIREMENT: Proposes Houlihan as Investment Banker
EXPRESS ENERGY: Files Chapter 11, Cites Drop in Prices
EXTENDED STAY: ESA Properties' Schedules of Assets & Debts
EXTENDED STAY: ESA Properties' Statement of Financial Affairs

EXTENDED STAY: Five Mile Appeals Ruling on Cerberus Dispute
FAIRPOINT COMMUNICATIONS: Chapter 11 Filing Cues S&P's 'D' Rating
FEDERAL CLUB: Files for Chapter 11 Bankruptcy Protection
FLAGSHIP MARINA: Foreclosed by Oculina Bank; Sale on Nov. 6
FORD MOTOR: Union Members Continue to Reject Concessions

FORUM HEALTH: Committee Objects Appointment of Interim CEO
FOUR PUTT LLC: Case Summary & 7 Largest Unsecured Creditors
FREEDOM GROUP: Moody's Assigns 'B2' Rating on $75 Mil. Notes
FREEDOM GROUP: S&P Downgrades Ratings on Senior Notes to 'B'
FRONTIER COMMS: Shareholders OK Acquisition of Verizon Wireline

FRIAR TUCK: To Auction Spa Facility; Auction America Bids $10MM
FSG-R LLC: Voluntary Chapter 11 Case Summary
GENERAL MARITIME: Cash Balance requirement Waived by Lenders
GENERAL MOTORS: To Sell Former Assembly Plant to Fisker
GIBSON GUITAR: Moody's Downgrades Corporate Family Rating to 'B3'

GIBSON TRUCKING: Voluntary Chapter 11 Case Summary
GLOBAL BULLION TRADING: Case Summary & 7 Largest Unsec. Creditors
GMAC INC: Offers $2.9 Billion of Guaranteed Debt
GMAC INC: May Get Additional Government Financial Aid
GPX INT'L: Wants to Access Cash Collateral of RBS Citizen

GRUBB & ELLIS: Has $90 Million Preferred Equity Transaction
GULF COUNTY: Moody's Cuts Ratings on $6.6 Mil. Tax Bonds to 'Ba1'
HAM'S RESTAURANTS: Files for Chapter 11 Bankruptcy Protection
HARTMARX CORP: PEI Seeks Halt of Skadden Fees in Hartmarx Ch. 11
HELLER EHRMAN: Panel Head Expects Art Auction to Generate Less

HO YUN: Case Summary & 6 Largest Unsecured Creditors
HOVNANIAN ENTERPRISES: Announces Closing of $785MM Notes Offering
HOWARD JOHNSON: Hotel Auction Set on November 19
JAN THOMAS: Case Summary & 20 Largest Unsecured Creditors
KANDERSTEG INC: Owner Admits Not Paying Payroll Taxes

LAKE TAHOE: To Submit Preliminary Status Report on Dec. 2
LAKESIDE NURSING: To Exit Ch 11; Cayuga Ridge to Take Over Assets
LAS PLUMAS LUMBER: Case Summary & 10 Largest Unsecured Creditors
LE-NATURE'S INC: Judge Refuses to Toss Racketeering Suit
LEVEL 3: Has Standstill Deal with Southeastern Asset Management

LISA JEANNETTE PRICE: Case Summary & 1 Largest Unsecured Creditor
LIVE CURRENT: Files Amendments to March 31 Quarterly Report
LYONDELL CHEMICAL: To Have Limited Examiner's Investigation
LYONDELL CHEMICAL: Plan Outline Hearing Postponed to Dec. 4
LYONDELL CHEMICAL: Gets Court OK to End Exec Benefits

LYONDELL CHEMICAL: Wants to Ditch Schumman/Steier for Calumet
MCCLATCHY CO: Seattle Times' Bankruptcy Possible
MAJESTIC STAR: Receives Foreclosure Notice from Noteholders
MERISANT WORLDWIDE: Plan Scheduled for Dec. 16 Confirmation
MESTICAN INC: Non-Operating Unit Files for Chapter 7

MICHAELS STORES: Moody's Assigns 'B3' Rating on $1 Bil. Loan
MIDWAY GAMES: Shareholders Lack Proof Executives Deceived Public
MODINE MANUFACTURING: To Close Harrodsburg, Kentucky Plant
MOHEGAN TRIBAL: Moody's Gives Stable Outlook, Affirms 'B3' Ratings
MONTGOMERY REALTY: Owner Placed Other Units in Bankruptcy

NEUMANN HOMES: Glen at Lakemoor Gets Nod for Turnover of 4 Lots
NEUMANN HOMES: U.S. Trustee Fee Statement for Sept. Quarter
NOVADEL PHARMA: Receives $107,155 From Sale of Shares to Seaside
NTK HOLDINGS: Hires EPIQ as Claims & Notice Agent
OPTI CANADA: S&P Affirms Long-Term Corporate Credit Rating at 'B-'

PDG HOLDINGS LLC: Case Summary & 4 Largest Unsecured Creditors
PIXMAN NOMADIC: Delays Filing of Annual Financial Statements
PLAZA DE RETIRO: Chapter 11 Trustee Appointed
POLAROID CORP: Ch. 7 Trustee Can Sell Film Stock for $1,176,000
PROTOSTAR LTD: Auction Moved Back Again to December 15

PURCHASEPRO.COM: Reaching Outside Stockholders to Share Recoveries
QUESTEX MEDIA: Gets Nod for Lenders-Led Auction on Nov. 20
ROYCE BUILDERS: Files for Chapter 7 Bankruptcy Protection
SEMGROUP LP: Int'l Bank Wants Discovery on Examiner
SEMGROUP LP: Kinder Morgan Wants Stay Relief to Enforce Lien

SEMGROUP LP: OPC Says Oklahoma Producers Deal Incomplete
SEVEN FALLS: Files for Chapter 11 Bankruptcy Protection
SEVEN FALLS: Case Summary & 20 Largest Unsecured Creditors
SHERBURNE COMMONS: Sale Hearing Scheduled for Friday Morning
SPANSION INC: Ad Hoc Committee Budget for Professional Fees

SPANSION INC: Laid Off Some Workers on Monday
SPANSION INC: Samsung Presents Issues on Appeal of ITC Order
SPANSION INC: U.S. Bank Sues to Assume Full Payment of Claims
STINSON PETROLEUM: Court OKs $1.95MM DIP Loan from Community Bank
SUNRISE SENIOR: Enters Into Restructuring Agreements with Lenders

TERRY MANUFACTURING: Court OKs $15.9MM Worker & Creditor Payouts
THELEN LLP: Counsel Says Artwork Will Be Auctioned Off
THELEN LLP: Some Firms Liable for Lay Offs, Says Ex-Staffers
THORNBURG MORTGAGE: Court Names Trustee to Take Over Liquidation
TOUSA INC: Arguments Heard on Bid to Stay Judgment Against Lenders

TRIBUNE CO: Chicago Cubs Closes Sale to Rickets Family
TRONOX INC: Equity Committee Pushes for New DIP Package
TROPICANA ENT: NJ Debtors's Plan Exclusivity Extended to Feb. 23
TROPICANA ENT: Proposes to Resolve AC Coin Claims
TURNKEY E&P: Enters into 2-Year Rental Contract for 4 Rigs

UNIPROP MANUFACTURED: Closes Aztec Sale; Repays PNC Mortgage Debt
US MORTGAGE: Court OKs Sale of 17 Mortgage Loans to First Bergen
VALUE CITY: Court Extends Exclusive Plan Filing Until February 18
VEGA METALS RECYCLING: Voluntary Chapter 11 Case Summary
VISION POINT OF SALE: Case Summary & 20 Largest Unsec. Creditors

VISTEON CORP: Seeks Court Nod for $150-Mil. of DIP Financing
WATERFORD GAMING: Moody's Affirms 'Caa2' Corporate Family Rating
WAVE SYSTEMS: Gets $1.6MM Contract From U.S. Defense Department
WC DESIGNS: Court OKs Sale of Business to Bristol for $1.25MM
Z GALLERIE: Emerges From Chapter 11 with $22-Mil. in Exit Loans

ZEUS INVESTMENTS LLC: Case Summary & Unsecured Creditor

* House Panel Tackles How to Handle "Too Big to Fail" Companies
* Nevada Bankruptcy Filings Up 64% in First Nine Months
* Teamsters Commend Bipartisan Bill on Pension Reform

* Greenberg's Shapiro to Serve as a Director at TMA

* Chapter 11 Cases With Assets and Liabilities Below $1,000,000

                            *********

ACCENTIA BIOPHARMA: Court to Hold Hearing on DIP Facility Today
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in
its eight interim order, authorized Accentia BioPharmaceuticals
Inc., and its debtor-affiliates to:

   -- borrow up to $1,640,000 from Corps Real, LLC, pursuant
      to the budget; and

   -- use prepetition lenders' cash collateral in accordance with
      the operating budgets agreed to by Valens U.S. SPV I, LLC,
      and Valens Offshore SPV II Corp., the Debtors, and the
      official committee of unsecured creditors.

A final hearing on the Debtors' DIP facility is set for Oct. 29,
2009, at 10:30 a.m.  Objections were due on Oct. 27, 2009.

As reported in the Troubled Company Reporter on July 6, 2009, the
loan will bear interest at 16% p.a.  All amounts due under the
DIP Facility will become due and payable on the earlier of (i)
December 31, 2010, (ii) dismissal of Biovest's Chapter 11 case,
(iii) conversion of Biovest's Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code, or (iv) the effective date of
Biovest's plan of reorganization.

As security for the payment of all obligations of Biovest to it,
the DIP Lender is granted a first priority senior security
interest in all of the property and assets of Biovest and its
estate, subject only to the Carve-Out for (x) fees of the
professionals engaged by the official committee of unsecured
creditors in an amount not to exceed $15,000 and (y) the unpaid
fees of the U.S Trustee or the Clerk of the Court.

                 About Accentia BioPharmaceuticals

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel.  Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel.  In their bankruptcy
petition, the Debtors listed assets of $134,919,728 and debts of
$77,627,355 as of June 30, 2008.


ACCENTIA BIOPHARMA: Plan Exclusivity Extended Until Nov. 20
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved the joint stipulation entered between Accentia
BioPharmaceuticals Inc., et.al., and Laurus Master Fund, Ltd.,
extending the Debtors' exclusive period to file a plan of
reorganization until Nov. 20, 2009.

The joint stipulation includes, among other things:

   (i) The Debtors' exclusive right to obtain acceptances of the
       plan is extended until Jan. 31, 2010;

  (ii) The Debtors and their counsel will meet with Laurus and its
       counsel, at the Laurus offices in New York, on or before
       Nov. 5, 2009, to discuss the Debtors proposed plan of
       reorganization and a settlement of the issues raised in the
       Debtors' summary and in the Laurus response as to the liens
       and claims of Laurus and its affiliates against the
       Debtors; and

(iii) The Debtors will immediately take all necessary steps to
       enable Laurus to sell the 1,148,708 shares of restricted
       stock held by Laurus in Biovest international, inc.

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel.  Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel.  In their bankruptcy
petition, the Debtors listed assets of $134,919,728 and debts of
$77,627,355 as of June 30, 2008.


ALLEN SYSTEMS: Moody's Upgrades Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service upgraded Allen Systems Group, Inc.'s
corporate family rating to B2 from B3 and probability of default
rating to B2 from Caa1.  The ratings outlook is revised to stable
from developing.  This action follows the successful refinancing
of ASG's debt through the issuance of new first and second lien
term loans and is consistent with Moody's announced intention in
its September 3, 2009 ASG press release.  Accordingly, Moody's
also removed the provisional designation to the new closed credit
facilities and withdrew the ratings on ASG's previous credit
facilities as they have been repaid in full.

ASG's B2 CFR reflects ASG's moderate credit metrics for the rating
level, the company's small-scale relative to its larger and better
capitalized competitors, and the company's strategy to grow
through acquisitions which could increase the company's overall
risk profile.  Furthermore, the rating is constrained by Moody's
expectation that current challenging global macro economic
conditions will likely persist for several quarters and continue
to pressure enterprise IT budgets, hampering new license sales.

Conversely, the rating is supported by the company's broad
portfolio of well-regarded mainframe and distributed system
management software products as well as its relatively large
portion of recurring maintenance revenues and high contract
renewal rates, which provide good revenue and cash flow
visibility.

These ratings were upgraded:

* Corporate Family Rating to B2 from B3
* Probability of Default Rating to B2 from Caa1

The provisional designation to ratings was removed and the LGD
point estimates were changed for these:

* $10 million senior secured revolving credit facility due 2012 to
  B1 (LGD3, 34%) from (P) B1 (LGD3, 33%)

* $250 million first-lien senior secured term loan due 2013 to B1
  (LGD3, 34%) from (P) B1 (LGD3, 33%)

* $95 million second-lien senior secured term loan due 2015 to
  Caa1 (LGD5, 85%) from (P) Caa1 (LGD5, 85%)

Moody's withdrew these ratings:

* $45 million senior secured revolving credit facility at B3
  (LGD3, 31%)

* $295 million senior secured term loan at B3 (LGD3, 31%)

Ratings outlook is stable.

The last rating action for ASG was on September 3, 2009, when
Moody's assigned provisional ratings to ASG's proposed secured
credit facilities.

Headquartered in Naples, Florida, Allen Systems Group, Inc., is a
privately-held provider of enterprise management software
solutions used by IT departments of enterprise customers to
automate tasks, manage content, and monitor performance of their
infrastructure across mainframe and distributed computing
environments.  The company generated approximately $278 million in
revenues for the last-twelve-month period ended September 30,
2009.


AMH HOLDINGS: Moody's Affirms 'Caa1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed AMH Holdings, LLC's Corporate
Family Rating and Probability of Default Rating at Caa1 and its
11.25% senior subordinated notes due 2014 at Caa2.  In a related
rating action Moody's assigned a B2 rating to the proposed second
priority senior secured notes due 2016 issued by Associated
Materials, LLC, but lowered its 9.75% senior subordinated notes
due 2012 to Caa1 from B3.  The outlook has been changed to stable
from negative.

The Caa1 Corporate Family Rating continues to incorporate Moody's
view that AMH's credit metrics will remain highly speculative in
the near term.  The rating also reflects an expectation of
continued pressure on the company's revenues due to the slow
economy and the resulting impact across its business units.
Moody's recognizes AMH's fundamental business position as one of
the largest manufacturer and distributor of windows remains sound.

AMH is attempting to minimize the negative impact of this downturn
on its operating margins and cash generation by reducing its
workforce, closing underutilized facilities, and streamlining its
manufacturing processes.  Notwithstanding these efforts, AMH's
ability to generate significant levels of operating earnings and
free cash flow will be difficult to achieve due to the prospect of
slow growth.  Debt/EBITDA was 8.2 times and (EBITA --
CAPEX)/interest expense was about 0.9 times for the last twelve
months through July 4, 2009 (all ratios adjusted per Moody's
methodology).

The stable outlook reflects Moody's view that the combination of
the availability under Associated Materials, LLC's asset-based
revolving credit facility and the refinancing of its 2012 maturing
debt result in a liquidity profile that provide the company with
adequate financial flexibility to contend with prolonged downturn
in the U.S. economy.

The rating for the proposed second priority senior secured notes
due 2016 issued by Associated reflect the claim it has on the
company's collateral relative to the other junior debt in AMH's
capital structure.  Additionally, the proposed notes benefit from
the structurally subordinated notes due 2014 issued by AMH.
Proceeds from the proposed notes will be used to retire most of
the note issuances due 2012 issued by Associated.  The rating of
9.75% subordinated notes reflect the junior claim relative to the
proposed second priority notes, but the rating could be withdrawn
when all of the 9.75% subordinated notes are redeemed.

These ratings/assessments were affected by this action:

AMH Holdings, LLC:

* Corporate Family Rating affirmed at Caa1;

* Probability of Default Rating affirmed at Caa1;

* $431 million senior subordinated notes due 2014 affirmed at
  Caa2, but its loss given default assessment is changed to (LGD5,
  79%) from (LGD5, 78%).

Associated Materials, LLC:

* Second priority senior secured notes due 2016 rated B2 (LGD2,
  27%);

* $165 million senior subordinated notes due 2012 lowered to Caa1
  (LGD4, 55%) from B3 (LGD3, 40%).

The last rating action was on July 1, 2009, at which time Moody's
changed the Probability of Default Rating to Caa1/LD.

AMH Holdings, LLC, headquartered in Cuyahoga Falls, Ohio, is a
North American distributor of exterior residential building
products.  The company's core products are vinyl windows, vinyl
siding, aluminum trim coil, and aluminum and steel siding and
accessories.  Revenues for the last twelve months through July 4,
2009 totaled $1.1 billion.


AMR CORP: Steps Up Efforts to Boost Ties with Japan Airlines
------------------------------------------------------------
Mariko Sanchanta at The Wall Street Journal reports that American
Airlines and Delta Air Lines are stepping up efforts to strengthen
ties with Japan Airlines Corp.

The Journal relates that Delta and American Airlines are
considering capital infusions into Japan Airlines as part of a
proposed tie-up.  According to The Journal, Delta has hired
investment bank Goldman Sachs Group Inc. and Fleishman-Hillard to
advise it on a possible alliance with JAL.  Citing sources, the
report states that Delta executives are set to visit Japan next
week to discuss how to proceed.

The Journal says that U.S. and Japanese government officials on
Monday kicked off another round of negotiations for an open-skies
deal, which would mean that carriers would receive antitrust
immunity, allowing them to better coordinate flight schedules with
Japan Airlines to cities they jointly serve, making a tie-up with
the airline even more lucrative.  Prospects for a deal by year-end
were "very positive", The Journal relates, citing an airline
executive.

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

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

                          *     *     *

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


AMR CORP: Transportation Dept. Delays Ruling on BA Alliance
-----------------------------------------------------------
The Department of Transportation has delayed by at least two weeks
ruling on a proposed alliance between American Airlines, British
Airways PLC, and Iberia Lineas Aereas de Espana SA, partly due to
differences between the U.S. Transportation Department and the
Justice Department, Daniel Michaels and Kaveri Niththyananthan at
The Wall Street Journal report, citing people familiar with the
matter.  According to The Journal, the sources said that DOT won't
issue a preliminary ruling on the three carriers' application for
antitrust immunity by its original October 31 deadline, and could
push a final ruling into early 2010.

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

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

                          *     *     *

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


ASSET RESOLUTION: U.S. Trustee Wants NY Case Dropped or Moved
-------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, asks the
Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York to dismiss the Chapter 11 cases of
Asset Resolution LLC and its debtor-affiliates for lack of venue
or, in the alternative, transfer the cases to the U.S. Bankruptcy
Court for the District of Nevada.

The U.S. Trustee relates that the Debtors' cases involve multiple
Nevada-based litigations that originated in, or stem from, the
2006 bankruptcy case of USA Commercial Mortgage, a case that
currently is pending in the United States Bankruptcy Court for the
District of Nevada.  At present, there are no fewer than three
separate litigations pending over assets in which the debtors in
these cases claim an interest in various Nevada judicial forums,
including the Nevada District Court, the Nevada Bankruptcy Court
and the Nevada State Court, the U.S. Trustee says.

The contested litigation in the Nevada District Court, the U.S.
Trustee notes, was commenced in 2007, and incorporates, among
other things, litigation that originally was commenced in the
Nevada Bankruptcy Court for which the Nevada District Court
withdrew the reference in 2008.  Moreover, just two weeks ago,
the Debtors commenced another adversary proceeding in the USACM
bankruptcy concerning these assets.

According to the U.S. Trustee, based upon the facts known thus
far, it appears that the Debtors have very few real connections to
this forum.  None of the Debtors were formed or operate under the
laws of the State of New York and none are registered to conduct
business with the New York Secretary of State.  The reality here,
as acknowledged by these solvent debtors, is that they have
commenced bankruptcy cases in New York with the hope that this
forum will provide them some relief from the never-ending
litigation in which they are entrenched deeply in Nevada, the U.S.
Trustee states.

The U.S. Trustee asserts that the venue does not appear to lie in
this district. If, however, the Court determines that venue is
proper, the interests of justice and convenience of the parties
plainly support the Court's transferring these cases to the
District of Nevada.

Asset Resolution LLC was entity formed to hold assets taken in
foreclosure of a $67 million loan to an affiliate of Compass
Partners LLC. Silar foreclosed on Compass in September 2008 when
alleged interference from former investors in USA Commercial
prevented proper management and sale of the underlying properties.
Silar formed Asset Resolution to own and manage the foreclosed
assets.

Headquartered in New York, Asset Resolution LLC and 14 units filed
for Chapter 11 protection on Oct. 14, 2009 (Bankr. D. Del. Case
No. 09-16142).  Klestadt & Winters LLP serves as counsel to the
Debtors.  When it filed for protection from its creditors, Asset
Resolution listed assets between $100 million and $500 million,
and debts between $10 million and $50 million.  The schedules say
assets total $423,498,002 while debts total $22,642,531 as of the
bankruptcy filing.


ASSOCIATED MATERIALS: Reports $22.9-Mil. Net Income for Q3
----------------------------------------------------------
Associated Materials, LLC, reported net income of $22.9 million in
the three months ended October 3, 2009, compared with net income
of $15.5 million in the same period ended September 27, 2008.

Net sales decreased 5.2% to $324.8 million for the third quarter
of 2009 compared to $342.7 million for the same period in 2008
primarily due to decreased unit volumes, principally in vinyl
siding and metal products, and the impact of the weaker Canadian
dollar in 2009.  During the third quarter of 2009 compared to the
same period in 2008, vinyl siding unit volumes decreased by
approximately 15%, while vinyl window unit volumes increased
approximately 2%.

Gross profit in the third quarter of 2009 was $97.8 million, or
30.1% of net sales, compared to gross profit of $86.6 million, or
25.3% of net sales, for the same period in 2008.  The Company said
the increase in gross profit as a percentage of net sales was
primarily a result of cost reduction initiatives, improved
operational efficiencies and procurement savings.

Income from operations was $44.5 million during the third quarter
of 2009 compared to $30.7 million for the same period in 2008.

Interest expense increased $405,000 for the third quarter of 2009
compared to the same period in 2008.

The effective income tax rate was 40.2% for the third quarter of
2009, compared to an effective income tax rate of 37.7% for the
same period in 2008.  The increase in the effective income tax
rate is primarily due to the completion of certain tax audits and
the related adjustments recorded in the third quarter of 2008.

EBITDA for the third quarter of 2009 was $50.0 million compared to
EBITDA of $36.2 million for the same period in 2008.  Adjusted
EBITDA for the third quarter of 2009 was $52.2 million compared to
adjusted EBITDA of $36.3 million for the same period in 2008.
Adjusted EBITDA for the third quarter of 2009 excludes employee
termination costs of $1.7 million, tax restructuring costs of
$306,000, amortization related to prepaid management fees of
$125,000 and bank audit fees of $37,000.  Adjusted EBITDA for the
third quarter of 2008 excludes amortization related to prepaid
management fees of $125,000.

For the nine months ended October 3, 2009, the Company earned
$18.5 million on net sales of $772.1 million, compared with net
income of $19.8 million on net sales of $858.4 million in the same
period ended September 27, 2008.

At October 3, 2009, the Company's consolidated balance sheets
showed $825.4 million in total assets, $213.5 million in total
current liabilities, $46.8 million in deferred income taxes,
$58.8 million in other liabilities, and $208.5 million in long-
term debt.  Member's equity at October 3, 2009, was
$297.8 million.

Long-term debt of $208,500,000 at October 3, 2009, consists of:

     9 3/4% notes                        $165,000,000
     15% notes                            $20,000,000
     Borrowings under the ABL Facility    $23,500,000

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended October 3, 2009, is
available for free at http://researcharchives.com/t/s?47c3

At October 3, 2009, the Company had cash and cash equivalents of
$31.0 million and available borrowing capacity of approximately
$143.0 million under the revolving portion of its credit facility.
Outstanding letters of credit as of October 3, 2009, totaled
$8.3 million primarily securing deductibles of various insurance
policies.

Net cash provided by operating activities was $100.7 million for
the nine months ended October 3, 2009, compared to $9.0 million
for the same period in 2008.

Net cash used in investing activities was $31.1 million for the
nine monhts ended October 3, 2009, compared to $9.7 million for
the same period in 2008.  Net cash used in investing activities
during the nine months ended October 3, 2009, included an
intercompany loan of $26.8 million paid to AMH II by the Company
in June 2009 for use in the AMH II debt exchange and capital
expenditures of $4.2 million.  During the nine months ended
September 27, 2008, net cash used in investing activities included
capital expenditures of $9.8 million.  Capital expenditures in
2008 were primarily to expand capacity at the Company's Burlington
and West Salem manufacturing facilities and improve capabilities
at its window facilities.

Net cash used in financing activities of 46.0 million for the nine
months ended October 3, 2009, included net repayments under the
Company's ABL Facility of $32.5 million, payments of financing
costs of $5.0 million and dividend payments of $28.5 million,
partially offset by the $20.0 million issuance of the Company's
new 15% notes.  Net cash used in financing activities of
$8.3 million for the nine months ended September 27, 2008,
includes dividend payments of $8.3 million.

                    About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/-
- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly-owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly-owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

As of July 4, 2009, the Company had $797,309,000 in total assets;
and total current liabilities of $174,166,000, Deferred income
taxes of $46,818,000, Other liabilities of $58,301,000, Long-term
debt of $224,500,000; and Member's equity of $293,524,000.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services said its 'CCC+' corporate
credit ratings and negative outlook on AMH Holdings Inc. and
Associated Materials Inc., are unchanged following AMH Holdings
II's plan to exchange its outstanding 13.625% senior notes due
2014 for $20 million of cash and $13.066 million of new 20% senior
notes due 2014.  AMH Holdings II is an unrated entity and its
senior notes due 2014 are not rated by Standard & Poor's.

S&P says the ratings and outlook on AMH Holdings and AMI
incorporate a highly leveraged financial profile and a significant
increase in cash interest expense starting September 2009.
Following the completion of the exchange, there will be
$20 million of new senior subordinated notes due 2012 issued by
AMI in a private placement, partially offset by a reduction of
debt obligations at AMH II.


ASSOCIATED MATERIALS: Offers $200 Million of Senior Secured Notes
-----------------------------------------------------------------
Associated Materials, LLC, disclosed Monday its proposed offering
of $200 million in aggregate principal amount of senior secured
second lien notes due 2016.  Associated said it plans to use the
net proceeds from the offering to discharge and redeem its
outstanding 9 3/4% senior subordinated notes due 2012 and its
outstanding 15% senior subordinated notes due 2015, to pay related
expenses and expenses of the offering and to repay amounts
outstanding under its asset-based credit facility.

The notes will be senior obligations and will rank equally in
right of payment with all of Associated's existing and future
senior indebtedness.  The notes will be co-issued by a finance
subsidiary of Associated and will be guaranteed on a senior basis
by all of Associated's existing and future U.S. domestic
restricted subsidiaries that guarantee or are otherwise obligors
under Associated's asset-based credit facilities.  The notes and
guarantees will be structurally subordinated to all of the
liabilities of Associated's non-guarantor subsidiaries.

The notes and guarantees will be secured, subject to permitted
liens, by second-priority liens on the assets that secure
Associated's credit facility indebtedness.  The collateral will
consist of substantially all of the tangible and intangible assets
of Associated and its domestic restricted subsidiaries.

Associated says the notes and guarantees have not been registered
under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration under, or
an applicable exemption from such registration requirements.  The
notes will be offered and sold to qualified institutional buyers
in the United States pursuant to Rule 144A and outside the United
States pursuant to Regulation S under the Securities Act.

              Third Quarter 2009 Results of Operations

Associated reported net income of $22.9 million on net sales of
$324.8 million in the three months ended October 3, 2009, compared
with net income of $15.5 million on net sales of $342.7 million in
the same period ended September 27, 2008.

For the nine months ended October 3, 2009, the Company earned
$18.5 million on net sales of $772.1 million, compared with net
income of $19.8 million on net sales of $858.4 million in the same
period ended September 27, 2008.

                        Balance Sheets

At October 3, 2009, the Company's consolidated balance sheets
showed $825.4 million in total assets, $213.5 million in total
current liabilities, $46.8 million in deferred income taxes,
$58.8 million in other liabilities, and $208.5 million in long-
term debt.  Member's equity at October 3, 2009, was
$297.8 million.

Long-term debt of $208,500,000 at October 3, 2009, consists of:

     9 3/4% notes                        $165,000,000
     15% notes                            $20,000,000
     Borrowings under the ABL Facility    $23,500,000

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended October 3, 2009, is
available for free at http://researcharchives.com/t/s?47c3

                    About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/-
- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly-owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly-owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

As of July 4, 2009, the Company had $797,309,000 in total assets;
and total current liabilities of $174,166,000, Deferred income
taxes of $46,818,000, Other liabilities of $58,301,000, Long-term
debt of $224,500,000; and Member's equity of $293,524,000.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services said its 'CCC+' corporate
credit ratings and negative outlook on AMH Holdings Inc. and
Associated Materials Inc., are unchanged following AMH Holdings
II's plan to exchange its outstanding 13.625% senior notes due
2014 for $20 million of cash and $13.066 million of new 20% senior
notes due 2014.  AMH Holdings II is an unrated entity and its
senior notes due 2014 are not rated by Standard & Poor's.

S&P says the ratings and outlook on AMH Holdings and AMI
incorporate a highly leveraged financial profile and a significant
increase in cash interest expense starting September 2009.
Following the completion of the exchange, there will be
$20 million of new senior subordinated notes due 2012 issued by
AMI in a private placement, partially offset by a reduction of
debt obligations at AMH II.


BANK OF AMERICA: CEO Search Needs More Time
-------------------------------------------
Dan Fitzpatrick and Joann S. Lublin at The Wall Street Journal
report that the Bank of America board committee had hoped to pick
a successor to retiring Bank of America CEO Kenneth D. Lewis in
time for the full board to vote on the choice at its regularly
scheduled meeting Wednesday, but members indicated that they need
more time, Dan Fitzpatrick and Joann S. Lublin at The Wall Street
Journal report, citing people familiar with the matter.

The Journal, citing people familiar with the matter, says that as
directors have explored a list of external candidates, some board
members have been frustrated by a shortage of high-profile
financial executives in the U.S. who are fit for the job.

According to The Journal, the sources said that the committee has
indicated it is aiming to make a decision by next week.  The
Journal relates that after that, government officials will be
notified of the choice and have veto power over the choice.
Treasury Department official Kenneth Feinberg, The Journal states,
said that he will have to approve the new CEO's compensation
package.

The Journal relates that the sources said the leading inside
candidates remain BofA Chief Risk Officer Gregory Curl, and BofA's
consumer and small-business banking chief Brian Moynihan, both
seen as a stabilizing force as the Company struggles to overcome
loan losses, internal turmoil, and outside investigations related
to its Merrill Lynch & Co. acquisition and new government curbs on
pay.

Some large shareholders, saying that BofA desperately needs a
leader who is willing to go in a new direction and isn't connected
to any of the Company's current problems, are pushing hard for the
board to seriously consider outside CEO candidates, The Journal
states.

A source said that people involved in the process also are
considering bringing in someone with retail-banking experience,
which would become even more important if the U.S. federal
government moves to wind down or shrink companies seen as
excessively risky to the economy, according to The Journal.

The Journal, citing a person familiar with the matter, reports
that some appealing outside candidates, including MasterCard Inc.
President and Chief Operating Officer Ajay Banga, have shown
little interest.

People familiar with the matter said that former BofA Chief
Financial Officer and current GMAC CEO Al de Molina is a favorite
of some analysts, investors, and employees, but his recruitment of
130 workers since he left in 2006 has rankled executives and
diminished his chances to succeed Mr. Lewis, The Journal states.
Mr. de Molina was on a short list of potential outside candidates
presented at a recent BofA board meeting but by the end of the
meeting, he was no longer in the running, the report says, citing
the sources.

A source said that former BofA vice chairman and finance chief
James Hance Jr. is a sentimental favorite among some longtime
insiders, shareholders, and analysts, but he would be interested
if he had full authority to make changes as he sees fit, The
Journal reports.

BofA board members have also considered tapping another director
as CEO or turning to a less-seasoned outside executive, but those
scenarios are considered long shots, The Journal 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.

BofA sought government backing 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.

                           *     *     *

BofA has received US$45 billion in government bailout money since
the economic collapse in 2008.

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.

Bank of America reported a third-quarter 2009 net loss of
$1.0 billion.  After deducting preferred dividends of
$1.2 billion, including $893 million related to dividends paid to
the U.S. government, the diluted loss per share was $0.26.


BERNIE KOSAR: Wants Trustee Appointment Reconsidered
----------------------------------------------------
Bernard Kosar is asking the Bankruptcy Court to reconsider its
Oct. 14 ruling calling for the appointment of a Chapter 11
trustee.

Mr. Kosar's ex-wife, Babette J. Kosar, asked for a trustee to take
over the case and liquidate his assets to distribute to creditors.
Ms. Kosar, owed about $3 million from a divorce settlement, says
her estranged husband has demonstrated no ability to manage his
affairs.

According to Bill Rochelle at Bloomberg News, in the motion for
reconsideration, Mr. Kosar's lawyer claims she was ambushed by a
notice from Mr. Kosar's former wife regarding the motion for a
trustee.  Mr. Kosar's lawyer points out how the notice said the
hearing on the motion for appointment of a trustee would take 10
minutes and no evidence would be presented.  At the hearing, the
former wife's lawyer introduced a three-inch-thick binder with
evidence, Mr. Kosar says.  The bankruptcy judge proceeded at the
hearing to call for a trustee.

The Court will convene a hearing on the matter on November 13.

Bernard J. Kosar, Jr., is a former Cleveland Browns and University
of Miami quarterback.  He lives in the Fort Lauderdale suburb of
Weston.  Mr. Kosar filed for Chapter 11 on June 19, 2009 (Bankr.
S.D. Fla. Case No. 09-22371).  Julianne R. Frank, Esq., represents
Mr. Kosar.  Mr. Kosar listed assets listed $9.2 million in assets
and $18.9 million in debt.


BRITISH AIRWAYS: DOT Delays Ruling on Alliance With American Air
----------------------------------------------------------------
The Department of Transportation has delayed by at least two weeks
ruling on a proposed alliance between American Airlines, British
Airways PLC, and Iberia Lineas Aereas de Espana SA, partly due to
differences between the U.S. Transportation Department and the
Justice Department, Daniel Michaels and Kaveri Niththyananthan at
The Wall Street Journal report, citing people familiar with the
matter.  According to The Journal, the sources said that DOT won't
issue a preliminary ruling on the three carriers' application for
antitrust immunity by its original October 31 deadline, and could
push a final ruling into early 2010.

Headquartered in Harmondsworth, England, British Airways Plc,
along with its subsidiaries, (LON:BAY) -- http://www.ba.com/-- is
engaged in the operation of international and domestic scheduled
air services for the carriage of passengers, freight and mail and
the provision of ancillary services.  The Company's principal
place of business is Heathrow.  It also operates a worldwide air
cargo business, in conjunction with its scheduled passenger
services.  The Company operates international scheduled airline
route networks together with its codeshare and franchise partners,
and flies to more than 300 destinations worldwide.  During the
fiscal year ended March 31, 2009 (fiscal 2009), the Company
carried more than 33 million passengers.  It carried 777,000 tons
of cargo to destinations in Europe, the Americas and throughout
the world.  In July 2008, the Company's subsidiary, BA European
Limited (trading as OpenSkies), acquired the French airline,
L'Avion.

                           *     *     *

As reported in the Troubled Company Reporter-Europe on July 13,
2009, Moody's Investors Service lowered the Corporate Family and
Probability of Default Ratings of British Airways plc to Ba3; the
senior unsecured and subordinate ratings were lowered to B1
and B2, respectively.  Moody's said the outlook is stable.


BRYAN MCCORMICK: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bryan T. McCormick
        8422 E. Viewcrest Circle
        Mesa, AZ 85207

Bankruptcy Case No.: 09-27191

Chapter 11 Petition Date: October 26, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Thomas H. Allen, Esq.
                  Allen, Sala & Bayne, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  Email: tallen@asbazlaw.com

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

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

A full-text copy of Mr. McCormick's petition, including a list of
his 18 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/azb09-27191.pdf

The petition was signed by Mr. McCormick.


CABO RICO YACHTS INC: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Cabo Rico Yachts, Inc.
        4301 N.E. 30th Terrace
        Lighthouse Point, FL 33064

Bankruptcy Case No.: 09-33181

Chapter 11 Petition Date: October 26, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Paul L. Orshan, Esq.
                  2506 Ponce de Leon Blvd
                  Coral Gables, FL 33134
                  Tel: (305) 529-9380
                  Fax: (305) 402-0777
                  Email: plorshan@orshanpa.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
20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/flsb09-33181.pdf

The petition was signed by Fraser Smith, treasurer and director of
the Company.


CALIFORNIA COASTAL: Files Chapter 11 to Extend Loans
----------------------------------------------------
California Coastal Communities, Inc., (Nasdaq: CALC) announced
October 28 that it has filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code to
extend the maturity dates of approximately $182 million of
indebtedness related to the Company's Brightwater development
project and to modify and eliminate certain debt covenants.  The
petitions were filed on October 27, 2009 in the U.S. Bankruptcy
Court in the Central District of California.

Raymond J. Pacini, the Company's Chief Executive Officer
commented, "We have been negotiating for some time in the hopes of
getting 100% of our syndicate lenders to agree to extend the
maturity dates and change the repayment schedules so we could
repay the debt in full in 2013 based on our current expectations
for home sales over the next four years.  Unfortunately, without
unanimous approval we have no viable alternative but to
restructure the debt through the voluntary reorganization process
we are pursuing."

Mr. Pacini also noted that, "We believe the effect of the
financial crisis on banks has made negotiating through the courts
commonplace. The actions we are pursuing are the most efficient
means available to us to negotiate a timely and consensual balance
sheet restructuring with our core lenders. This action is a
financing tool for our Company, implemented to address our
liquidity issues. We intend to continue operating 'business as
usual' during the reorganization process and anticipate no
interruption in our homebuilding or sales activities. We will
continue to deliver homes on schedule and honor all customer
warranties. The building and sale of homes will be unaffected by
this restructuring process.

"We re-organized the company's finances through a similar process
in 1997 and emerged with a stronger balance sheet and the ability
to secure the entitlement of our Brightwater project. Today, we
intend to create a better balance between the steady pace of sales
at Brightwater and the repayment schedule of our long-term debt."

The Company has been engaged in extensive negotiations with its
lenders regarding a consensual out-of-court restructuring plan.
Given the progress that has been made in these negotiations, the
Company is hopeful that it will be able to quickly obtain the
consent of a substantial majority of its lenders for a consensual
restructuring that can be approved by the bankruptcy court as
quickly as possible.

During the quarter ended September 30, 2009 the Company's
Brightwater project in Huntington Beach, California generated 15
net new sales orders compared with six net new orders in the
comparable quarter of 2008, 11 net new orders in the second
quarter of 2009 and five net new orders in the first quarter of
2009. The Company has delivered a total of 70 homes to date, has
17 homes in backlog, 12 inventory homes available for sale, and
257 finished lots. The aggregate sales value of the 17 Brightwater
homes in backlog is $20.8 million as of October 26, 2009.

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


CAPITAL CORP: Files First Amended Plan of Liquidation
-----------------------------------------------------
BankruptcyData reports that Capital Corp. of the West and its
official committee of unsecured creditors filed a First Amended
Plan of Liquidation and related Disclosure Statement with the U.S.
Bankruptcy Court.

The Plan is designed to complete the orderly liquidation of the
Debtor's business and assets and to distribute the proceeds
consistent with the requirements of the Bankruptcy Code and any
previous orders of the Court.

                  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.


CAPMARK FINANCIAL: Proposes to Honor Obligations to Employees
-------------------------------------------------------------
Capmark Financial Group Inc. and its units seek the Bankruptcy
Court's authority to pay all obligations incurred under or related
to wage obligations, payroll taxes, expense reimbursements, and
employee benefits.

The Debtors relate that in the ordinary course of their business,
they incur payroll and various other obligations and provide
certain benefits to employees in exchange for the employees'
performance of service.  As of the Petition Date, the Debtors
employed over 1,000 individuals.  In addition to employees
located at the Debtors' headquarters in Horsham, Pennsylvania,
the Debtors have employees based in approximately 40 domestic
office locations throughout the United States.

The Debtors tell the Court that they have incurred certain costs
and obligations with respect to their employees relating to the
period prior to the Petition Date.  The Debtors note that certain
of these costs and obligations remain outstanding and due and
payable, while others will become due and payable in the ordinary
course of business after the Petition Date.

The Debtors estimate that the aggregate amount of the prepetition
Employee Obligations that are accrued and unpaid as of the
Petition Date does not exceed $6.9 million.

A. Wage Obligations

All of the Debtors' employees are employed by Capmark Finance
Inc., Capmark Capital Inc., or Capmark Affordable Equity Inc.
Prior to the Petition Date, the Debtors typically paid
obligations relating to most wages, salary, commissions, and
other compensation for their employees on a bi-weekly basis
through direct deposits into employees' accounts or by check.  As
of the Petition Date, the Debtors' current estimated cumulative
gross bi-weekly payroll for their employees is approximately
$4.2 million.

Additionally, employees in the Debtors' Mortgage Banking, New
Market Tax Credits, Military Housing and FHA/HUD businesses also
earn commission payments pursuant to specific commission
guidelines that are based on income generated by those employees
in connection with loan originations, which payments are
calculated and accrued on or after the third business day after
the close of the previous month's books and records.  The
Commission Plan is intended to compensate these valuable
employees for generating substantial income for the Debtors and
contributing greatly to achieving the Debtors' business
objectives.  As of the Petition Date, the Debtors owe employees
an estimated $1.3 million with respect to the Commission Plan.

The Debtors engage Automatic Data Processing, Inc. -- ADP -- and
certain of its affiliates to facilitate payment of Wage
Obligations.  As of the Petition Date, the Debtors estimate
approximately $2.3 million in Wage Obligations other than
payments due under the Commission Plan that have accrued and
remain unpaid.

B. Payroll Taxes/Garnishments

The Debtors are required by law to withhold from the Wage
Obligations amounts related to federal, state, and local income,
payroll, employment, insurance, unemployment insurance,
disability, social security, Medicare and other similar charges
and taxes and to remit these to the appropriate governmental
authorities.  In addition, the Debtors are required to make
payments from their own funds on account of federal, state and
local Withholding Taxes and to pay, based on a percentage of
gross payroll and subject to state-imposed limits, additional
amounts to the Taxing Authorities for, among other things,
certain taxes relating to two expatriate employees.  As of the
Petition Date, the Debtors owe the Taxing Authorities
approximately $57,000 on account of Payroll Taxes relating to the
prepetition period.

C. Obligations in Respect of Payroll Processing Service

ADP is paid a bi-weekly fee of approximately $3,800 for the
provision of payroll services, which includes withholding and
remitting Payroll Taxes.  As of the Petition Date, the Debtors
estimate that approximately $1,900 in ADP Payroll Service Fees
was accrued and remains unpaid.

D. Reimbursement of Expenses

(i) General Business Expense Reimbursements

The Debtors' employees and board members incur various expenses
in the course of performing their ordinary duties.  Because
expenses are incurred as part of their official duties and in
furtherance of the Debtors' businesses, the employees and board
members are reimbursed in full after submission of appropriate
documentation to the Debtors' accounting department.

(ii) Relocation Expenses

The Debtors may request that an employee permanently relocate to
a different work site due to the needs of the business.  Upon
that request, the Debtors may reimburse employees for expenses
incurred as a result of the initial move and any subsequent
moves.  As of the Petition Date, the Debtors estimate that
approximately $16,000 is outstanding with respect to the
Relocation Expense Reimbursements.

E. Employee Benefit Plan Obligations

The Debtors have established various benefit plans and policies
for their employees which can be divided into these categories:
(i) medical insurance, dental insurance, life and accidental
death and dismemberment insurance, supplemental life insurance
and long- and short-term disability insurance; (ii) vacation and
holiday plans; (iii) retirement and savings plans; (iv) flexible
spending and health savings accounts; (v) legal assistance
programs; (vi) qualified transportation benefits; (vii) tuition
reimbursement programs; (viii) automobile and homeowner's
insurance; and (ix) a pet insurance program.

The Debtors estimate that their annual expenditures with respect
to the Employee Benefits total approximately $110 million.  As of
the Petition Date, the Debtors estimate that aggregate accrued
and unpaid prepetition Employee Benefit Obligations, including
all amounts deducted from employee wages, total approximately
$4.5 million.

The Debtors also assert that the continuation of their Severance
Plan is  especially critical to maintaining the morale of their
employees.  The Debtors aver that without continuing those
benefits, the employees may decide to pursue other employment
opportunities for fear that they may be terminated at any time
without adequate compensation for their service.

                      GE Capital Objects

General Electric Capital Corporation, as successor-in-interest to
Newman Financial Services, Inc., is the Lender under the terms of
these agreements:

  a. Amended and Restated Servicing and Escrow Agreement between
     Shreveport Red River Utilities, LLC, as debtor; Newman
     Financial Services, Inc., as lender; and GMAC Commercial
     Mortgage Corporation, as servicer, dated as of December 14,
     2000.

  b. Servicing and Escrow Agreement between USFilter Water
     Partners VI L.L.C., as debtor; Newman Financial Services,
     Inc., as lender; and GMAC Commercial Mortgage Corporation,
     as servicer, dated as of April 25, 2001.

  c. Servicing and Escrow Agreement between DTE Tonawanda, LLC,
     as debtor; Newman Financial Services, Inc., as lender; and
     GMAC Commercial Mortgage Corporation, as servicer, dated as
     of May 23, 2001.

  d. Servicing and Escrow Agreement between Delta Township
     Utilities, LLC, as debtor; Newman Financial Services, Inc.,
     as lender; and GMAC Commercial Mortgage Corporation, as
     servicer, dated as of September 6, 2001.

The GE Agreements govern the terms of loans from the lender to
the debtors for the purchase of real estate and construction of
utility facilities, which loans are serviced by the servicer,
GMAC Commercial Mortgage Corporation, now known as
Capmark Finance Inc.

Counsel for GE Capital, Selinda A. Melnik, Esq., at Edwards,
Angell, Palmer & Dodge, LLP, in Wilmington, Delaware, notes that
the Debtors have not identified the bank accounts from which they
intend to pay their Employee Obligations.

According to Ms. Melnik, GE Capital does not object to the relief
sought by the Debtors, except to the extent the Debtors seek to
use funds from the accounts established pursuant to the GE
Agreements to make payments.

GE Capital notes that CFI is in default under the terms of the GE
Agreements for, among other things, failing to provide an
accounting.  GE Capital has, therefore, been unable to determine
whether CFI: (a) properly established accounts in GE Capital's
name; (b) improperly established them in CFI's name; (c) properly
maintained the accounts separate from other accounts; or (d)
improperly commingled funds in other accounts.

While GE Capital does not believe the accounts established
pursuant to the GE Agreements are within the scope of the
Debtors' Motion, GE Capital has filed an objection out of an
abundance of caution, in case the accounts were improperly
established or maintained, or in case the Debtors intend to treat
the funds in those accounts as cash collateral for purposes of
meeting their Employee Obligations, explains Ms. Melnik.

"According to the GE Agreements, GE Capital is the owner of the
accounts created pursuant to the Agreements, GE Capital is the
sole beneficiary of the accounts, and GE Capital retains the sole
and exclusive dominion and control over the accounts," she
argues.  "The accounts are thus not part of the Debtors'
bankruptcy estates, and may not be used by the Debtors as cash
collateral in their bankruptcy cases."

GE Capital objects to the Motion to the extent the Debtors seek
authority to use, exercise any dominion over, or exercise control
over the accounts established pursuant to the GE Agreements
outside the scope of the Agreements.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Fr� res & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CAPMARK FINANCIAL: Proposes to Maintain Insurance Programs
----------------------------------------------------------
In connection with the operation of their businesses, Capmark
Financial Group Inc. and its units maintain workers' compensation
programs and liability, property, directors and officers'
liability, and other insurance programs and policies through
various insurance carriers, a list of which is available for free
at:

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

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the nature of the
Debtors' businesses makes it essential for the Debtors to
maintain the Insurance Programs on an uninterrupted basis,
including by making payment of Insurance Obligations whenever
arising or posting any collateral or maintenance payment.  Mr.
Collins asserts that the nonpayment of any Insurance Obligations
could result in Insurance Carriers declining to renew their
policies or refusing to enter into new insurance agreements with
the Debtors in the future.

In addition, Mr. Collins maintains, pursuant to the guidelines
established by the Office of the United States Trustee for the
District of Delaware, the Debtors are obligated to remain current
with respect to their primary Insurance Programs.  Thus, Mr.
Collins asserts, continuation of the Insurance Programs on an
uninterrupted basis and payment of the Insurance Obligations are
essential to preserve the Debtors' businesses and the value of
their estates.

Thus, the Debtors seek the Court's authority to maintain their
insurance programs without interruption and pay all undisputed
prepetition and postpetition obligations of up to $3 million.

The Debtors maintain these Insurance Programs:

(A) Workers' Compensation Programs

The Debtors maintain workers' compensation program with Chubb
Indemnity Insurance Company.  Under the Workers' Compensation
Program, the Debtors prepay Chubb an annual premium, calculated
based upon their projected payroll and historic loss rates.  At
the conclusion of each policy year, Chubb conducts an audit of
the Debtors' payroll records and issues a premium adjustment to
the Debtors based upon, among other factors, the difference
between the Debtors' projected and actual payroll for the
previous year.   Based upon the last audit by Chubb, the Debtors'
projected 2009-2010 Workers' Compensation Premium will be
approximately 11% lower than the Debtors' 2008-2009 Workers'
Compensation Premium, which amount totaled approximately
$623,000.  The Debtors tell the Court that to the extent there is
any subsequent charge for an underpayment in connection with any
premium adjustment relating to the prepetition period, the
Debtors request authority to pay that amount.

(B) General Insurance Programs

The Debtors maintain many insurance programs to provide coverage
for, among other things, general liability, property, automobile
liability, employment practices liability, directors and
officers' liability, umbrella and excess liability, and other
liability policies.  The Debtors prepay premiums for the General
Insurance Programs based upon a fixed rate established by each
Insurance Carrier.  The Debtors tell the Court that they do not
anticipate that any premium amounts are due and owing under the
General Insurance Programs as of the Petition Date.

(C) Insurance Brokers

The Debtors employ an insurance broker, Willis Group Holdings
Limited, to assist them with the procurement and negotiation of
their Insurance Programs, and in most cases, to remit payment to
the Insurance Carriers on behalf of the Debtors.  The Broker is
paid a percentage of the Workers' Compensation Premium and
General Insurance Premiums as a commission.  The Debtors tell the
Court that as of the Petition Date, there are no amounts accrued
and outstanding to the Broker.

As a result of the Chapter 11 filing, and absent an order of the
Court, banks or financial institutions may dishonor or reject the
Debtors postpetition checks and electronic fund transfers with
respect to the Insurance Obligations.  Thus, the Debtors further
ask the Court to authorize and direct any bank or financial
institution to process, honor, and pay all postpetition checks
issued or to be issued, and electronic fund transfers requested,
by the Debtors with respect to their Insurance Obligations.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Fr� res & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CAPMARK FINANCIAL: Wants to Run Business in Ordinary Course
-----------------------------------------------------------
By this motion, Capmark Financial Group Inc. and its units seek
the Court's entry of an order:

  (a) authorizing them to continue operation of their business
      in the ordinary course;

  (b) authorizing payment of prepetition obligations attendant
      to the Business, including certain Customer Deposit
      Programs, Escrow Account Fees, and Servicing Interest
      Payments; and

  (c) authorizing and directing banks and financial institutions
      to honor and process postpetition checks and transfers
      related to the prepetition obligations.

The Debtors' Business includes all of their activities primarily
related to their role as a master, primary, and special servicer
of pools of commercial real estate loans securitized by the
Debtors or third parties.  The Debtors also act as a primary
servicer of commercial real estate loans that they originate as a
proprietary or correspondent lender, and commercial real estate
loans that third parties originate but outsource for servicing.
When acting as servicer for loans that they have originated or
acquired, either as sole or correspondent lender, the Debtors are
managing their own assets and, in some cases, assets that may be
co-owned by other lenders.

Given the commencement of their Chapter 11 cases, the Debtors
believe it is very important to provide prompt assurance to
borrowers, investors, Federal Housing Administration, the U.S.
Department of Housing and Urban Development, government sponsored
enterprises, co-lenders and other parties of their continued
ability to maintain normal Business activities in the same manner
performed prepetition, says Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware.

Preservation of the value of the Debtors' estates depends upon,
among other things, uninterrupted operation of all aspects the
Business, including loan servicing, loan and collateral
management, and loan origination, Mr. Collins explains.  He adds
that the importance of maintaining normal operations is
particularly heightened by the pendency of the ongoing sale
process attendant to a portion of the Business.

The Debtors believe the continued operation of their Business,
including, but not limited to, the ongoing (i) receipt and
acceptance of borrower remittances, (ii) remittance of escrowed
payments or Customer Deposits to the appropriate third party or
loan applicant, (iii) payment of Escrow Account Fees and
Servicing Interest Payments, and (iv) resolution of delinquent
loans and management of collateral securing the loans, is
ordinary course and thus, none of these continuing activities
requires Court approval.  In an abundance of caution, however,
the Debtors seek the entry of an order confirming that they may
continue operation of all aspects of the Business in the ordinary
course, which they believe will (a) calm any concerns that
borrowers may have regarding the status of their mortgage
obligations, (b) assure current and future loan applicants that
their mortgage loan and mortgage insurance applications will be
properly processed and deposits will be properly administered and
refunded when appropriate, (c) assure investors that their
investments -- including collateral securing the investments --
will be properly managed and resolved, as appropriate, in the
same manner in which the business was conducted prepetition, and
(d) assure the Banks that manage the escrow accounts that the
Escrow Account Fees will be timely paid.

According to Mr. Collins, as of the Petition Date:

  * there are accrued Escrow Account Fees owing for
    approximately $250,000 for the month of September, and
    additional amounts, not yet reconciled and invoiced, for the
    stub period for October.

  * there are accrued Servicing Interest Payments owing in the
    aggregate amount of approximately $500,000 for the stub
    period for October.

  * the Debtors estimate that the approximate amount of Customer
    Deposits held in connection with Customer Deposit Programs
    is $2,270,000.

Mr. Collins relates that the Banks at which escrow accounts are
held charge administrative fees for maintaining the accounts.
The Debtors are concerned that if these Escrow Account Fees cease
to be paid in the ordinary course, the Banks may attempt to
freeze or even close the accounts to secure payment of the
arrearages.

"Closing the accounts would further entail additional burdens, as
it would take substantial time to open new accounts and thousands
of borrowers or mortgagors would have to be instructed to re-
direct payments to a new account, and potentially millions of
dollars could be lost in the process and never collected," says
Mr. Collins.  "This would have a disastrous affect on the
Debtors' servicing business."

The Debtors also believe that if they are precluded from
remitting the accrued but unpaid Servicing Interest Payments, it
could have a materially harmful effect on the Business, including
the impairment of the Debtors' reputation as a premier servicer
and their servicer rating.

To maintain the integrity of their valuable loan origination
platform, the Debtors assert that they must promptly assure
current and potential loan applicants of their continued ability
to satisfy prepetition and postpetition obligations under the
Customer Deposit Programs, including application of the Customer
Deposits to pay third party vendors, remit fees to GSEs, HUD, or
remit excess funds to the customer.  The Debtors seek the Court's
permission to maintain the Customer Deposit Programs in the same
manner they operated prior to the Petition Date.

The Debtors also seek an order authorizing their banks and other
financial institutions to honor the Debtors' postpetition
electronic transfers or checks for the payment of Escrow Account
Fees, Customer Deposits and Servicing Interest Payments whether
with respect of prepetition or postpetition obligations.  The
Transfers or checks relate to payments by borrowers or from funds
in the Debtors' control that must be transferred to mortgage
holders and other third parties in order to fulfill the Debtors'
Business and Customer Deposit Programs obligations.  These
amounts include principal or Servicing Interest Payments,
application fees, and tax and insurance payments, or the Customer
Deposits, and are not property of the Debtors' estates, says Mr.
Collins.

               Rule 6003(b) Has Been Satisfied

Rule 6003(b) of the Federal Rules of Bankruptcy Procedure
provides that the Court may grant relief regarding a motion to
pay all or part of a prepetition claim that arose before the
Petition Date within 20 days after the filing of the petition if
the relief is necessary to avoid immediate and irreparable harm.

Mr. Collins points out that management and transfer of cash as
appropriate in operation of the loan servicing, loan/collateral
management, and the Customer Deposit Programs are vital to the
Debtors' Business and are essential to the Debtors' maintenance
of goodwill and operation of the business.  Failure to satisfy
these obligations during the first 20 days of the Chapter 11
cases could, among other things, cause existing and future
customers to arbitrarily withhold mortgage payments, move their
business to the Debtors' competitors, and otherwise inflict
irreparable harm to the overall value of the Debtors' Business.
Accordingly, the Debtors submit that they have satisfied the
requirements of Rule 6003(b) to support immediate payment of
prepetition obligations related to the Business.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Fr� res & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CERTIFIED INC: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Certified, Inc.
        c/o Paul L. Orshan, P.A.
        2506 Ponce de Leon Blvd
        Coral Gables, FL 33134

Bankruptcy Case No.: 09-33115

Chapter 11 Petition Date: October 26, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Paul L. Orshan, Esq.
                  2506 Ponce de Leon Blvd
                  Coral Gables, FL 33134
                  Tel: (305) 529-9380
                  Fax: (305) 402-0777
                  Email: plorshan@orshanpa.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
19 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flsb09-33115.pdf

The petition was signed by Frederick B. Gomer, president and
director of the Company.


CHRYSLER FINANCIAL: Moody's Upgrades Corp. Family Rating to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Chrysler Financial Services Americas LLC to Caa3 from Ca.  Moody's
also raised the ratings of Chrysler Financial's first lien bank
loans to Caa2 from Ca and second lien bank loan to Ca from C.  The
outlook for the ratings is stable.

The ratings upgrade results from Moody's reassessment of the asset
coverage associated with Chrysler Financial's first and second
lien secured bank facilities.  Moody's recovery expectations for
the company's loan and lease portfolios in a liquidation scenario
have improved compared to previous assumptions, in part because of
the market recovery in the value of used vehicles.  Higher values
strengthen vehicle auction proceeds, which helps mitigate losses
stemming from borrower defaults and also improves lease residual
realizations.

Additionally, Moody's said that losses Chrysler Financial recorded
as a result of the bankruptcy earlier this year of auto
manufacturer Chrysler LLC were relatively modest.  In recent
months, Chrysler Financial has succeeded in substantially reducing
its dealer floorplan receivables while recording minimal losses,
even as certain dealers ceased business and others transferred
their relationships to GMAC Inc. In April, GMAC contracted with
Chrysler to be the preferred provider of floorplan services to
Chrysler dealers.  Effective management of vehicle inventories by
dealers and lenders, particularly of the stock at terminating
dealers, helped to forestall higher losses.

Moody's noted that risks to its asset coverage assumptions
include: 1) sustained economic weakness and high unemployment,
which could affect asset quality performance; 2) operating
challenges and business strategies at Chrysler that could
negatively influence the secondary value of Chrysler vehicles; and
3) the potential that loan and lease portfolio proceeds could be
used by Chrysler Financial for purposes that weaken the
probability of timely repayment of the bank loans.

Moody's Caa3 rating and stable rating outlook incorporates the
potential for modest deterioration in asset recovery expectations
associated with the first two of these factors.  The ratings also
incorporate Moody's expectation that Chrysler Financial will
manage portfolio runoff to maximize its capacity to repay its
creditors.

With this rating action, the difference between the ratings
assigned to Chrysler Financial's first lien and second lien bank
loans was increased to two notches from one.  Moody's said that
the increased notching reflects substantially better default
recovery prospects for the first lien loans compared with the
second lien loans.

Ratings affected by Moody's action include:

* Corporate Family Rating: to Caa3 from Ca
* Sr. Secured Revolving Credit Facility: to Caa2 from Ca
* Sr. Secured Term Loan B: to Caa2 from Ca
* Sr. Secured Second Lien Term Loan: to Ca from C

In its last rating action on April 21, 2009, Moody's downgraded
Chrysler Financial's corporate family rating to Ca from Caa2 and
assigned a negative outlook.

Chrysler Financial Services Americas LLC is a Farmington Hills,
Michigan, based provider of auto financial services.


CENTRO NP: Amends Consent Solicitation for Senior 2006, 2008 Notes
------------------------------------------------------------------
Centro NP LLC on October 27 said that it is amending the terms of
the previously announced consent solicitation with respect to
amendments to the 1995 indenture governing its outstanding 7.65%,
7.68% and 7.97% senior notes due 2026 and its outstanding 6.90%
senior notes due 2028.

The Consent Solicitation, previously scheduled to expire at
5:00 p.m. New York City Time on October 27, 2009, will now expire
at 5:00 p.m. New York City Time on October 30, 2009.

Based on discussions with certain holders of the Securities, the
Company has amended the terms of the Consent Solicitation to
reflect the following agreed upon proposed amendments which
replace the previously proposed amendments in their entirety:

  (i) Add a put repurchase right that will require the Company to
      offer to repurchase (but not require the holders to tender)
      the Securities for an amount equal to the principal amount
      plus accrued and unpaid interest on January 15, 2014;

(ii) Modify the Events of Default section to add an event of
      default if the Company defaults in the payment of the put
      repurchase price;

(iii) Modify the "Consolidated Income Available for Debt Service"
      defined term applicable to the Securities to add back non-
      cash charges;

(iv) Require the Company, until the Put Right Repurchase Date, to
      increase the Unencumbered Total Asset Value that the Company
      is required to maintain from 100% of the outstanding
      aggregate principal amount of unsecured consolidated debt to
      125% of the outstanding aggregate principal amount of
      unsecured consolidated debt;

  (v) Modify the debt incurrence covenant to provide that (a)
      until April 15, 2011, the Company shall be prohibited from
      having consolidated debt outstanding in excess of
      $1,869 million and (b) the Company shall measure outstanding
      debt based on the outstanding principal amount of such debt
      rather than the fair value of such debt;

(vi) Add a covenant prohibiting, until the Put Right Repurchase
      Date, the transfer of real property to (a) any affiliate
      that is not a consolidated subsidiary of the Company or (b)
      any equity owner of the Company; and

(vii) Modify the financial reporting covenant to make it more
      consistent with the other series of notes issued by the
      Company, which would permit the Company to discontinue
      filing annual or other reports with the SEC and instead (a)
      deliver substantially the same kind of information (and to
      include in such information, financial statements of Centro
      NP Residual Holding LLC) to the trustee (for continued
      availability to the holders of Securities), (b) post such
      information on the Company's or an affiliate's website and,
      promptly after posting such information, issue a press
      release indicating that such information has been posted
      with reference to the website address such information has
      been posted on and (c) use commercially reasonable efforts
      to post such information to the Company's "Company News"
      page and "Company Filings" page on www.bloomberg.com.

The amended terms of the Consent Solicitation are more fully
described in the Supplement to Consent Solicitation Statement,
dated as of October 27, 2009.  Except as set forth in the
Supplement, all other terms and conditions of the Consent
Solicitation will remain unchanged and in full force and effect.
Holders that validly submit and do not revoke their consent prior
to the Expiration Date will be entitled to a consent payment of
$35 per $1,000 principal amount consented if the requisite
consents are received and all other conditions to the consent
payment are satisfied.  It is anticipated that settlement of the
consent payment will occur on Monday, November 2, 2009.  Holders
of Securities who have previously delivered consents in connection
with the Consent Solicitation need not redeliver such consents or
take any other action in response to the Supplement.  Such
previously delivered consents will be deemed to constitute consent
to the proposed amendments under the amended terms set forth in
the Supplement unless such consents are validly revoked prior to
the earlier of the execution of the supplemental indenture and the
Expiration Date in accordance with the procedures and subject to
the terms set forth in the Consent Solicitation Statement, as
amended by the Supplement.

The complete terms and conditions of the Consent Solicitation are
set forth in the Consent Solicitation Statement, dated
September 16, 2009, as amended by the Supplement, and the related
Consent Form that have been sent to holders of the Securities.

Holders are urged to read the Consent Solicitation documents, as
amended by the Supplement, carefully before making any decision
with respect to the Consent Solicitation.  Copies of the Consent
Solicitation Statement, the Supplement and related Consent Form
may be obtained from Global Bondholder Services Corporation at
(212) 430-3774 and (866) 470-3800 (toll free).

BofA Merrill Lynch is the Solicitation Agent for the Consent
Solicitation.  Questions regarding the Consent Solicitation may be
directed to BofA Merrill Lynch at (980) 388-4603 (collect) and
(888) 292-0070 (toll free).

Centro NP LLC owns and develops community and neighborhood
shopping centers throughout the United States.  The Company was
formed in February 2007 to succeed the operations of New Plan
Excel Realty Trust, Inc.

Centro NP's credit ratings are all below investment grade.
Standard & Poor's current rating is CCC+; outlook negative.
Fitch's current rating is CCC/RR4; rating watch negative.  Moody's
current rating is Caa2; negative outlook.


CENTURY ALUMINUM: To Commence Exchange Offer for Notes
------------------------------------------------------
Century Aluminum Company expects on October 28, 2009, to commence
(i) an exchange offer and consent solicitation relating to its
7.5% Senior Notes due 2014, CUSIP No. 156431AH1 (the "2014 Notes")
and (ii) a consent solicitation relating to its 1.75% Convertible
Senior Notes due 2024, CUSIP Nos. 156431AE8 and 156431AD0 (the
"2024 Notes").

Exchange Offer and Consent Solicitation Related to 2014 Notes

Holders who tender their 2014 Notes prior to the expiration of the
exchange offer will receive newly issued 8% Senior Secured Notes
due 2014.  The Exchange Notes will bear interest at the rate of 8%
per annum, payable semi-annually on May 15 and November 15 of each
year, commencing May 15, 2010, and mature on May 15, 2014.  All of
the Company's existing and future domestic restricted
subsidiaries, other than foreign-owned parent holding companies,
will guarantee the Exchange Notes on a senior secured basis.  The
Exchange Notes and related guarantees will rank:

   -- equal in right of payment with all of the company and
      the guarantors'existing and future senior debt;

   -- senior in right of payment to any of the  company and the
      guarantors'existing and future subordinated debt;

   -- effectively senior to all unsecured debt, including any
      2014 Notes not tendered in the exchange offer and the
      2024 Notes, to the extent of the value of the collateral;

  --  effectively junior to the obligations of the Company's
      foreign subsidiaries; and

  --  effectively junior to the Company and the guarantors'
      obligations that are secured by any first priority liens,
      to the extent of the value of the assets securing such
      liens.

The company's obligations under the Exchange Notes and the
guarantors' obligations under the guarantees will be secured by
a pledge of and lien on, subject to certain exceptions: (i) all
property, plant and equipment owned or hereafter owned by the
Company and the guarantors; (ii) all equity interests in
domestic subsidiaries directly owned or hereafter owned by the
Company and the guarantors and 65% of equity interests in foreign
subsidiaries directly owned by the Company and the guarantors;
(iii) intercompany notes owed or hereafter owed by any non-
guarantor to the Company or any guarantor, including an
intercompany note from Century Bermuda I Ltd. to the company which
had approximately $687 million outstanding as of September 30,
2009; and (iv) proceeds of the foregoing.

The company may redeem any of the Exchange Notes beginning on
May 15, 2011.  The initial redemption price will be 104% of their
aggregate principal amount, plus accrued and unpaid interest. The
redemption price will decline to 102% and 100% of their aggregate
principal amount, plus accrued and unpaid interest, on May 15,
2012, and May 15, 2013, respectively.  In addition, before May 15,
2011, the Company may redeem up to 35% of the aggregate principal
amount of the Exchange Notes with proceeds of offerings of certain
of the company's capital stock at 108% of their aggregate
principal amount, plus accrued and unpaid interest.

In general, the covenants in the indenture governing the Exchange
Notes will be based on those contained in the indenture governing
the 2014 Notes, with changes deemed to be appropriate to include
the following changes to the covenants in the indenture governing
the 2014 Notes:

    --  limit on indebtedness:

    --  a new permitted debt provision will be added to permit up
        to $125 million of debt incurred to finance expansion
        or improvement of the Grundartangi plant; provided that
        such debt is not guaranteed by the company or any of
        the guarantors of the Exchange Notes;

    --  a new permitted debt provision will be added to permit up
        to $500 million of debt that (i) is unsecured and
        effectively subordinated to the Exchange Notes to the
        extent of the value of the collateral, (ii) the stated
        maturity of which is after the maturity of the
        Exchange Notes, and (iii) the cash coupon of which is no
        higher than the cash coupon on the Exchange Notes; and

    --  a new permitted debt provision will be added for debt
        pursuant to the Exchange Notes and related guarantees;

    --  asset sales -- the disposition of interests of any
        domestic subsidiaries excluding those that directly or
        indirectly own equity interests in, or are an obligee
        under debt incurred by, a foreign restricted subsidiary
        ("Legacy Domestic Subsidiaries") will be permitted;
        provided that such disposition will be for fair market
        value and any cash proceeds will be applied pursuant to
        the asset sale covenant;

    --  limit on liens:

    --  the Exchange Notes will permit the Company to grant
        permitted liens, as defined; in addition, the Exchange
        Notes will permit the company to grant liens on
        assets that do not secure the Exchange Notes, provided
        that the Exchange Notes are equally and ratably secured
        with liens on such assets;

    --  permitted liens securing obligations under or with
        respect to credit agreement debt will include, in
        addition to liens on current assets as currently
        permitted, liens on the collateral securing the
        Exchange Notes on a pari passu basis with the
        Exchange Notes; and

    --  the existing $150 million general lien basket will be
        retained and may continue to be used to secure any
        permitted debt with pari passu or priority liens on the
        collateral securing the Exchange Notes; and

   --  limit on restricted payments -- investments using proceeds
       from permitted unsecured debt issuances in unrestricted
       subsidiaries, including Helguvik, and joint ventures will
       be permitted.

In general, the events of default in the indenture governing the
Exchange Notes will be based on those contained in the indenture
governing the 2014 Notes, with changes deemed to be appropriate to
include the following changes to the events of default in the
indenture governing the 2014 Notes:

    --  events of default:

    --  the event of default relating to the Company and its
        restricted subsidiaries' bankruptcy or insolvency will
        exclude bankruptcies and insolvencies relating to
        Legacy Domestic Subsidiaries; and

    --  the event of default relating to judgment events of
        default will exclude judgments against the Company or
        its restricted subsidiaries with respect to claims,
        actions or judgments arising out of or relating to Legacy
        Domestic Subsidiaries, including without limitation
        claims, actions or judgments arising out of or
        relating to the employment of current or former
        employees of one or more Legacy Domestic Subsidiaries.

In conjunction with the exchange offer, the Company is soliciting
consents for amendments to the indenture governing the 2014 Notes
to eliminate most restrictive covenants and modify certain events
of default.  The Company is offering a consent payment of $50 in
aggregate principal amount of Exchange Notes for each $1,000
principal amount (up to $12.5 million principal amount of Exchange
Notes in the aggregate) of 2014 Notes with respect to which
consents are validly delivered (and not validly revoked) prior to
the Consent Payment Deadline (as defined below), subject to the
terms and conditions of the consent solicitation.

It is a condition to the exchange offer that a majority of the
total outstanding principal amount of 2014 Notes participates in
the consent solicitation, and holders may not tender their 2014
Notes without delivering their consents pursuant to the consent
solicitation and may not deliver consents without tendering their
2014 Notes pursuant to the exchange offer.  The tendering of 2014
Notes pursuant to the exchange offer will constitute the consent
of such holder to the proposed amendments.

The exchange offer and consent solicitation will expire at
11:59 p.m., New York City time, on November 25, 2009, unless
extended or earlier terminated.  The consent payment deadline is
11:59 p.m., New York City time, on November 10, 2009, unless
extended (such date and time, as the same may be extended, the
"Consent Payment Deadline").

Tenders of 2014 Notes may be validly withdrawn and the concurrent
consents may be validly revoked at any time prior to the Consent
Payment Deadline, but not thereafter unless the exchange offer and
consent solicitation are terminated or the Company is required by
law to grant withdrawal and revocation rights.  A valid withdrawal
of tendered 2014 Notes will constitute the concurrent valid
revocation of such holder's related consents, and a valid
revocation of consents will constitute the concurrent valid
withdrawal of such holder's related tendered 2014 Notes.

The exchange offer and consent solicitation for the 2014 Notes is
expected to be made pursuant to an Offering Circular and Consent
Solicitation Statement dated October 28, 2009 and related Letter
of Transmittal and Consent, which more fully set forth the terms
of the exchange offer and consent solicitation.

          Consent Solicitation Related to 2024 Notes

The Company is simultaneously soliciting consents for amendments
to the indenture governing the 2024 Notes to modify certain events
of default, including to exclude events of default relating to
bankruptcies and insolvencies of its Legacy Domestic Subsidiaries.
The Company is offering a consent payment in cash of $2.50 for
each $1,000 principal amount of 2024 Notes for which valid
consents are received prior to the expiration of the Solicitation
Period (as defined below), subject to the terms and conditions of
the consent solicitation.

Consents that are validly executed from holders owning a majority
in aggregate principal amount outstanding of the 2024 Notes are
required to approve the proposed amendments.  Pursuant to certain
Exchange and Consent Agreements and Exchange Agreements, the
Company has secured consents constituting the requisite consents
necessary to amend the indenture governing the 2024 Notes.

The consent solicitation will expire at 11:59 p.m., New York City
time, on November 10, 2009, unless extended or earlier terminated
(such period, as it may be extended, the "Solicitation Period").

The consent solicitation is expected to be made pursuant to a
Consent Solicitation Statement dated October 28, 2009 and related
Letter of Consent, which more fully set forth the terms of the
consent solicitation.

The Company has retained Houlihan Lokey as its exclusive financial
advisor in connection with the exchange offer and consent

                    About Century Aluminum

Century Aluminum Company owns primary aluminum capacity in the
United States and Iceland. Century's corporate offices are located
in Monterey, California.

                        *     *    *

As reported in the Troubled Company Reporter on October 6, 2009,
Moody's Investors Service changed Century Aluminum Company's
probability of default rating to Caa3/LD as Moody's believes that
CENX has completed the first $15 million exchange of 1.75%
convertible senior notes for a discounted value equivalent to
approximately 1.2 million shares.  CENX has announced agreements
to exchange $83 million aggregate principal for approximately 7.1
million shares, representing discounted values of the debt.


CHARLES BECKER: Later Business Loans Also Secured By Residence
--------------------------------------------------------------
WestLaw reports that under Wisconsin law, the dragnet clause in
the Chapter 11 debtors' residential real estate mortgage secured
their home loan as well as three subsequent business loans
obtained from the same lender.  There was no claim that any of the
business notes was executed without each debtor's knowledge and
consent, the bankruptcy court reasoned.  The fact that the later
business notes may not have been within the contemplation of the
debtors or the lender when the debtors executed the mortgage on
their home was irrelevant to the issue of whether the notes were
secured by the mortgage.  Rather, the parties' intent was clear
from the express language of the mortgage, which stated that it
secured not only the amount of the loan stated therein, but "all
other additional sums which are in the future loaned by Lender to
any Mortgagor," and the notes, each of which stated that it was
"secured by all existing and future security agreements and
mortgages between Lender and Maker."  The junior mortgagee,
moreover, could not claim prejudice or surprise, as the mortgage
was recorded.  In re Becker, --- B.R. ----, 2009 WL 2762812 (E.D.
Wis.) (Griesbach, J.).

Over the past fifteen years, Charles and Mary Becker were
acquired, refurbished, and rented out residential and commercial
real estate.  Mr. Becker was a real estate broker and operated
Post Realty until 2004.  In 2004, Mr. and Mrs. Becker acquired
Miller Machined Products, a machine shop in Coloma, Wisc., which
was generally managed by Mr. Becker.

Portage County Bank loaned the Beckers $100,000 in 2001 to buy
their residence.  Portage extended three additional loans now
undersecured by liens on other property.  Citizens Bank then
extended a $78,000 second mortgage loan to the Beckers.  Portage
objected to the Beckers' Chapter 11 disclosure statement, arguing
that it did not adequately describe cross-collateralization of the
debtors' obligations to it.  Citizens opposed Portage's asserted
cross-collateralization of obligations.  In the bankruptcy court,
the Honorable Margaret Dee McGarity, 400 B.R. 221, ruled that the
debtors' home mortgage secured only their home loans and not the
business loans, and Portage appealed to the district court.

Charles Becker and Mary Kay Becker dba Miller Machined Products
Inc., Becker Rental Properties LLC, and Beckers Royal Cafe LLC,
sought Chapter 11 protection (Bankr. E.D. Wisc. Case No. 07-26001)
on August 1, 2007.  Paul G. Swanson, Esq., at Steinhilber,
Swanson, Mares, Marone & McDermott in Oshkosh, Wisc., represents
the Debtors.  The Debtors Schedules show $3,077,381 in assets and
$2,689,808 of debt at the time of the bankruptcy filing.


CIT GROUP: Counters Icahn "Unfunded" Offer with $4.5-Bil. from BoA
------------------------------------------------------------------
CIT Group Inc. on October 28 announced that it has expanded its
current $3 billion senior secured credit facility by an additional
$4.5 billion.  The new $4.5 billion tranche, which is being
provided by a diverse group of lenders, including many of the
Company's bondholders, will be secured by substantially the same
assets as the existing $3 billion tranche and any additional
collateral that becomes available as a result of the Company's
refinancing of certain existing secured credit facilities.

"We believe this secured financing will serve the best interests
of all stakeholders and will allow us to better position CIT for
the future," said Jeffrey M. Peek, Chairman and CEO. "This
expanded credit facility will allow us to continue to serve our
existing small business and middle market customers as we advance
our restructuring plan."

The new $4.5 billion tranche matures in January 2012, and includes
an option for the Company to extend all or a portion of the new
tranche for an additional year. It is expected to close today and
will be used to refinance a portion of the Company's existing
secured indebtedness, which may come due as a result of the
restructuring, and for general corporate purposes.

The Company also addressed a commitment letter received October 27
from Carl Icahn to provide CIT a new $4.5 billion term loan.
Although Mr. Icahn and his advisors had been in discussions with
the Company for several days and were fully aware of CIT's
deadline, they provided the Company less than one hour to review
and accept his commitment letter. Additionally, despite several
requests from the Company for information and multiple deadline
extensions, the Company has yet to receive a signed credit
agreement and evidence of Mr. Icahn's ability to fund the
commitment.

As a result of the lack of evidence that Mr. Icahn has arranged
sufficient funding at this time, CIT's Board of Directors
determined that the best interests of the Company and its
stakeholders would be served by proceeding with the credit
facility provided by a diverse group of lenders.

Through the substantial deleveraging featured in CIT's
restructuring plan, whether completed in or out of court, the
Company is confident that CIT will emerge as a strong bank holding
company with improved capital, liquidity and earnings potential.
CIT remains fully committed to serving its small business and
middle market customers, as it has for more than 100 years.

Bank of America, N.A. served as Administrative and Collateral
agent on the New Credit facility.

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

                          CIT Restructuring

CIT Group, on July 29, 2009, entered into a credit agreement, with
Barclays Bank PLC, as administrative agent, and the lenders party
thereto, for loans of up to $3 billion.

CIT Group was required to adopt a restructuring plan acceptable by
lenders starting October 1, 2009.  Under the plan, CIT Group Inc.
and CIT Group Funding Company of Delaware LLC (Delaware Funding)
launched exchange offers for certain unsecured notes.  The Offers
will expire at 11:59 p.m., (prevailing Eastern Time), 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.  The Company is
concurrently soliciting bondholders and other holders of CIT debt
to approve a prepackaged plan of reorganization.

CIT on October 16 amended its restructuring plan to further build
bondholder support, by, among others things, shortening maturities
by six months for all new notes and junior credit facilities.

Carl Icahn sent a letter to CIT Group's board on October 19,
complaining that CIT is "shamelessly offering" large unsecured
bondholders the opportunity to purchase $6 billion in secured
loans in the company at well below fair market value -- at
the expense of thousands of smaller bondholders who will not be
given the same opportunity.  As an alternative, Mr. Icahn has
offered to underwrite a $6 billion loan which would save the
company as much as $150 million in fees to prospective lenders
under the company's proposed financing.  More importantly, Icahn's
offer would not force bondholders to vote for the current plan
which Icahn claims would entrench current board members and give
them releases for a range of past acts.

CIT Group modified its amended Offering Memorandum dated as of
October 16, 2009 through a supplement dated October 23, 2009.  The
supplement reflects changes that are expected to build additional
bondholder support.  The supplement is available at
http://researcharchives.com/t/s?477c

On October 27, Mr. Icahn sent a letter saying its affiliates have
committed to provide a new $4.5 billion term loan to CIT as an
alternative to the loan currently being arranged by Bank of
America, N.A., which would be on superior terms and would save
$100 million in fees.  Mr. Icahn separately announced that he is
providing downside protection for smaller CIT Group noteholders if
they are willing to support him in his opposition to the company's
pre-packaged bankruptcy plan.  The protection will take the form
of a 30 day tender offer at 60% of par value.

CIT Group on October 28 announced that it has expanded its current
$3 billion senior secured credit facility by an additional $4.5
billion arranged by Bank of America.  It said it rejected Mr.
Icahn's offer after the latter failed to provide evidence of his
ability to fund the commitment.

                         About CIT Group

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

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: Students Reach $130M Deal With Pilot School Lender
-------------------------------------------------------------
Law360 reports that a CIT Group Inc. subsidiary that administers
student loans has reached a $130 million settlement to forgive up
to 75 percent of unpaid loans to 2,300 students who attended a
now-defunct helicopter school that had 34 locations across the
country.

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: Has Accelerated Process to Appoint New Directors
-----------------------------------------------------------
CIT Group Inc. on Wednesday announced a modification of its
Amended Offering Memorandum (dated October 16, 2009 and
supplemented October 23, 2009) that will accelerate changes to its
Board of Directors in a potential prepackaged plan of
reorganization scenario.  Immediately upon effectiveness of CIT's
plan of reorganization, a majority of the Directors will be
individuals who were identified by bondholders.

Upon the effective date of the potential prepackaged plan of
reorganization, the Board will consist of 13 Directors, including
12 independent Directors and the future CEO, upon his or her
appointment by the new Board. The 12 independent Directors will
include:

    * Five incumbent Directors identified by the current
      Nominating and Governance Committee of the Board;

    * Four Directors identified by the Steering Committee of
      Lenders pursuant to the process described in the Offering
      Memorandum; and

    * Three Directors identified by bondholders who are not
      members of the Steering Committee.

The Offering Memorandum previously provided that, if the Company
were to consummate its restructuring through a prepackaged plan of
reorganization, incumbent Directors would constitute no more than
five of the 13 Directors to be elected at the 2010 annual meeting.

With respect to the three candidates to be identified by other
bondholders, any bondholder (other than a Steering Committee
member) who holds at least 1% of the aggregate outstanding
principal amount of CIT bonds and unsecured bank debt will have
the right to recommend up to three candidates to the N&GC. The
N&GC will select three candidates from among those recommended,
provided that not more than one candidate put forward by any one
bondholder is selected.

The appointment of all Directors is subject to prior notice to the
Federal Reserve Bank of New York, and there can be no assurances
that the Federal Reserve Bank of New York will not disapprove of a
particular candidate.  If the Federal Reserve Bank of New York
disapproves of any candidate, another individual identified by the
Steering Committee or other bondholders, as applicable, will be
appointed as promptly as practicable thereafter.

In the event of a prepackaged plan of reorganization, the new
Board will form a committee to recommend CEO candidates to the
full Board for approval.  The size and mandate of the committee
will be determined by the new Board, but it is intended that non-
incumbent Directors would constitute a majority of any such
committee.

CIT continues to believe it has broad support for its
restructuring plan among both its large and small bondholders.

The Information Agent for the Offer is D.F. King & Co. Financial
Balloting Group, LLC is serving as Exchange Agent for the Exchange
Offers and Voting Agent for the Plan of Reorganization. Retail
holders of notes with questions regarding the voting and exchange
process should contact the information agent at (800) 758-5880 or
+1 (212) 269-5550. Banks and brokers with questions regarding the
voting and exchange process should contact the exchange and voting
agent at +1 (646) 282-1888.  BofA Merrill Lynch and Citigroup
Global Markets are acting as financial advisors to the Company for
purposes of this transaction.

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

                             About CIT

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.


COYOTES HOCKEY: NHL to Buy Coyotes by Nov. 2, Keep Team in Phoenix
------------------------------------------------------------------
Jerry Moyes, the owner of the Phoenix Coyotes of the National
Hockey League, reached an agreement to sell the team to the NHL.

The parties reached a deal at a status hearing on the case on
October 26.  According to The Canadian Press, Mr. Moyes' lawyer
said the outgoing Coyotes owner struck the deal because the
expenses of running the team in bankruptcy were being paid from
the league's $140-million offer and he was left with few options
after his attempt to sell the team to Canadian Jim Balsillie was
rejected by the Bankruptcy Court.

Former coach Wayne Gretzky, who has a US$22.5 million claim in the
case, has not agreed to the deal.

Under the agreement, secured creditor SOF Investment will be paid
for its $80 million that and the NHL would get the $37 million it
is owed for funding the team since last fall.  Between $9 million
and $11 million would be available to be divided between Messrs.
Moyes and Gretzky.

The agreement and sale are scheduled for hearing November 2.
Objections are due October 30.

NHL deputy commissioner Bill Daly said Tuesday, "If there is no
objection from the parties involved, and subject to any potential
objections and a hearing if necessary, the parties hope to close
the sale of the Club to the NHL by Monday, Nov. 2

"It remains the NHL's intention upon taking control of the Club to
stabilize the Club's operations and, as quickly as possible, to
re-sell the Club to a new owner who is committed to operating the
Club in the Glendale/Phoenix market," Mr. Daly said.

                         The Auction Process

As reported by the TCR on October 1, 2009, Bankruptcy Judge
Redfield Baum rejected competing bids by the Hockey League and
BlackBerry billionaire Jim Balsillie for the Phoenix Coyotes.
Mr. Balsillie failed to convince Judge Baum that the NHL's rights
could be protected if he bought the team.  The NHL had argued it
has the right to admit only owners who meet its requirements and
to control where teams play their home games.

The NHL bid -- which is $100 million lower than Balsillie's -- was
also rejected because it doesn't treat creditors equally.  The NHL
has chosen which creditors will be repaid if it's successful in
its bid, leaving out current Coyotes owner Jerry Moyes and former
coach Wayne Gretzky.  Judge Baum said he can't accept an offer
that pays virtually all creditors "except the two a buyer views as
its opponents."  The ruling, however, allowed the NHL to modify
its bid to address the concerns.

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.


CRESCENT RESOURCES: Eola Capital Acquires Several Properties
------------------------------------------------------------
Eola Capital LLC, a real estate investment firm based in Orlando,
Florida, has acquired several properties from bankrupt real estate
developer Crescent Resources LLC.

Eola on October 16 closed a deal to acquire for $25 million the
Westshore office building, Corporate Center Four at International
Plaza in Tampa.  Tampa Bay Business Journal said the deal is part
of Eola's $35 million contract with Crescent Resources to buy its
newest Tampa office building, plus two tracts of land:

     1. Eola paid $2 million for 72 acres near the Lee Roy Selmon
        Crosstown Expressway in the Riverview area in July.
        According to Tampa Bay Journal, Eola paid 79 cents a
        square foot for 58 useable acres, less than seller
        Crescent Resources paid in 1997.

     2. Eola also acquired 37 acres in Orlando's Central Florida
        Research Park from Crescent, the report said.

The report said Eola acquired a $24 million mortgage from M&I
Marshall & Ilsley Bank to get Corporate Center Four.

The report added that Eola earlier this year, paid $20.1 million
for Westshore 500, a 10-story building at 500 N. Westshore Blvd.,
near the entrance to Westshore Plaza in Tampa.  The firm,
according to the report, paid $19.25 million, or $112.50 a square
foot, for two other Tampa buildings -- Buschwood I and II in
Carrollwood.

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Based in Charlotte, North Carolina, Crescent Resources is
a joint venture between Duke Energy and the Morgan Stanley Real
Estate Funds.  Established in 1969, Crescent creates mixed-use
developments, award-winning country club communities, single-
family neighborhoods, apartment and condominium communities, Class
A office space, business and industrial parks and shopping
centers.

Crescent Resources and 120 affiliates filed separate chapter 11
petitions on June 10, 2009 (Bankr. W.D. Tex. Lead Case No. 09-
11507).  The Hon. Craig A. Gargotta presides over the case.
Attorneys at Weil Gotshal Manges LLP represent the Debtors in
their Chapter 11 cases.  Eric J. Taube, Esq., at Hohmann, Taube &
Summers, L.L.P., serves as the Debtors' co-counsel.  Garden City
Group serves as claims and notice agent.  The Debtors disclosed
more than $1 billion each in assets and debts when they filed for
bankruptcy.


CYNERGY DATA: Completes Sale of Assets to Comvest Group
-------------------------------------------------------
Cynergy Data and The Comvest Group announced October 28 that
Cynergy Holdings, LLC, an investment vehicle that is managed by
The Comvest Group, has completed the acquisition of substantially
all of Cynergy Data's assets for $81 million.

In conjunction with Cynergy Data's September 1, 2009 bankruptcy
filing, the company sought approval from the United States
Bankruptcy Court for the District of Delaware of its transaction
with The Comvest Group as "stalking horse bidder." Following an
extensive marketing and sale process, The Comvest Group emerged as
the victorious bidder. The bankruptcy court then approved the sale
on October 9, 2009, paving the way for the transaction to close.
The closing culminates Cynergy Data's expedited bankruptcy sale
process, which was completed in less than two months.

The Comvest Group is a private investment firm focused on
providing debt and equity solutions to middle market companies. It
is a leading provider of capital to the financial technology
markets and owns controlling interests in a number of companies in
the electronic payment processing industry, including Pipeline
Data, CardAccept, AirCharge, SecurePay and Northern Merchant
Services.

The sale enables the core operations of Cynergy Data, a merchant
credit card processing service provider, to emerge quickly from
bankruptcy as a new company positioned for growth, with a well-
capitalized partner, a substantially lower cost structure, and a
much stronger balance sheet. The Comvest Group is investing $35
million into the business.

The Comvest Group has indicated its support for Cynergy Data's
management team, its employees and its business plan. "I am very
excited about this business and its opportunities in the future. I
look forward to working with Marcelo Paladini, whose leadership
and vision have helped make Cynergy a leader in our industry, and
the entire Cynergy team to build upon the company's reputation for
excellence. Just as Marcelo was the driving force behind creating
a successful and dynamic business in the first place, going
forward he will play an integral role in strengthening existing
business relationships, continuing to build the Cynergy Data brand
in the marketplace and shaping the strategic direction of the
company. His leadership will remain a key component of our success
and we will be working closely together," said Randal McCoy, chief
executive officer for the new company and operating partner with
The Comvest Group.

According to Cynergy Data founder Marcelo Paladini, who has
assumed the role of vicechairman and executive vice president of
business development, "The approval by the bankruptcy court and
subsequent closing of our sale to The Comvest Group are critical
components of our restructuring strategy. The speed and skill with
which this transaction was executed is a testament to the hard
work and professionalism of our management, employees, attorneys,
financial professionals, investment bankers and other advisers.
The entire Cynergy Data team is now focused on continuing to
provide world-class products and services to our merchants and ISO
partners. I'm very excited about what the future holds for our
organization."

                     About The Comvest Group

The Comvest Group is a leading private investment firm focused on
providing debt and equity solutions 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.

                        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.


DBSI INC: President to Fight Investor Fraud Allegations
-------------------------------------------------------
The Associated Press reports that DBSI Inc. President Douglas
Swenson said that he will vigorously defend himself against the
state of Idaho's lawsuit alleging investor fraud.  According to
The AP, Mr. Swenson and his lawyers criticized a final report
prepared by court-appointed investigator that accused the DBSI
president of misleading investors, saying that the report was
riddled with errors.  The AP relates that in an investigation
conducted by Joshua Hochberg on more than $2 billion in DBSI
transactions, it was concluded that Mr. Swenson used funds raised
by new investors to pay off existing investors to create a
misleading financial picture of the company.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.

On November 10, 2008, and other subsequent dates, DBSI and 180 of
its affiliates filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 08-12687).  Lawyers at Young Conaway Stargatt &
Taylor LLP represent the Debtors as counsel.  The Official
Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as
its bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
Debtors' notice claims and balloting agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million and $500 million.

Joshua Hochberg, a former head of the Justice Department fraud
unit, has been named examiner to investigate allegations of fraud
by the Debtors and their management.  The state of Idaho had
accused DBSI of engaging in a Ponzi scheme and defrauding
thousands of investors out of millions of dollars through the sale
of unregistered securities.


DCE NEW MEXICO: Blames Ch 11 Bankr. Filing on Economic Woes
-----------------------------------------------------------
DCE New Mexico LLC has filed for Chapter 11 bankruptcy protection,
blaming it mainly on poor economy, Rivkela Brodsky at
abqjournal.com reports.  DCE New Mexico said in a statement,
"Mounting losses and those of sister stores in Colorado and
Florida hit a critical point despite a recent uptick in sales."
According to abqjournal.com, DCE New Mexico would keep its stores
open and hasn't announced any job cuts.

DCE New Mexico LLC, dba business as Baillio's Inc., is an
electronics and appliances retailer that started operating in
Albuquerque in 1966.  It was purchased by Appliance World Group a
year-and-a-half ago.  Baillio's continues to operate in
Albuquerque at 5301 Menaul Boulevard NE and in Santa Fe at 3294
Cerrillos Road.


DEBT RELIEF: Bay View Law Extends Aid to Clients
------------------------------------------------
Bay View Law Group, P.C., a California law firm providing debt
resolution services of consumer bankruptcy and bankruptcy
alternatives like debt settlement and debt management, extends
assistance to clients negatively affected by Debt Relief USA
Inc.'s bankruptcy.

Bay View Law's attorneys will waive fees for debt settlement
services to any current client of Debt Relief who have been left
without debt settlement services due to Debt Relief's recent
bankruptcy filing.

"After seeing the announcement on the Debt Relief USA bankruptcy
website (http://www.drusabankruptcy.com)we knew we needed to
offer assistance.  Without an avenue to settle their debts, these
clients may find themselves forced into bankruptcy which is often
the debt relief choice they most wanted to avoid.  Our attorneys
are stepping up to help these clients settle their debts.  The
only expense to the client would be a small monthly administrative
fee," said Jose A. Trejo - Managing Attorney of Bay View Law
Group, P.C.

Any client of Debt Relief can contact the law firm at
bayviewlawgroup@ldsoa.com or by dialing 888-300-8884.  If clients
can provide their name, contact information, and proof they were a
client of Debt Relief, Bay View law Group will contact them within
48 hours and discuss the possible solutions, again at no cost to
the consumer.

"We feel this is the right thing to do," said Jed Thurkettle,
President of Bay View Law Group P.C.  "We also understand the
clients' trepidation about debt settlement after their recent
experience.  We are recommending that these clients self-escrow
their settlement funds thereby insuring it is always under their
total control and that they and they alone can decide to accept
and fund or turn down all settlements that are offered.  We not
only want to offer help but peace of mind as well."

                     About Bay View Law Group

Bay View Law Group, P.C., is a law firm practicing in California
with attorneys throughout the United States.  The firm's
experienced attorneys are committed to helping clients regain
control of their financial situation through bankruptcy or debt
settlement negotiations.  The firm's managing attorney, Jose Angel
Trejo, has an impressive pedigree with two undergraduate degrees
from Stanford University and a Law Degree from UCLA.  To each
case, Bay View Law Group, P.C., brings its collective knowledge
and understanding of the credit debt industry and how the
creditor's bottom line determines the likelihood of a satisfactory
debt negotiation agreement.  Bay View is also a proud member of
United States Organizations of Bankruptcy Alternatives
(U.S.O.B.A.) and the U.S. Chamber of Commerce.

                         About Debt Relief

Debt Relief USA Inc. -- http://www.drusabankruptcy.com -- is an
Addison debt settlement Company.

Debt Relief USA Inc. filed in June 2009 for Chapter 11 bankruptcy
protection, listing $4.65 million in assets and $5 million in
liabilities.


DELPHI CORP: Ex-Delphi Execs Seek Disbursement Of Remaining Funds
-----------------------------------------------------------------
on August 31, 2007, Delphi Corp., Delphi Trust I, Delphi Trust II,
certain former Delphi officers and employees, and certain of the
Debtors' insurance companies entered into an Insurance Settlement
Stipulation, which provided for the creation of a fund for the
defense costs of former Delphi officers and employees with the
funds to administered by the Delphi former officers and employees
to an escrow agent. Pursuant to the Stipulation, the escrow agent
was authorized to disburse up to $1,000,000 to the Former Delphi
Officers and Employees to be used solely for defense costs in
connection with the lawsuit, In re Delphi Corporation Securities,
Derivative and ERISA Litigation, 05-md-1725 (E.D. Mich.).

Subsequently, in August 2008, the parties entered into a second
Court-approved stipulation, authorizing the Escrow Agent to
disburse up to $5 million, inclusive of the sums already
disbursed, to the Delphi Former Officers and Employees to be used
solely for defense costs.

In May 2009, the parties entered into a third Court-approved
stipulation allowing the Escrow Agent to disburse up to
$10 million of the principal amount of funds deposited into the
Escrow Account, inclusive of any sums already disbursed, to the
Delphi Former Officers and Employees to be used solely for
defense costs.

In a further stipulation, parties agree to allow the Escrow Agent
to disburse the remainder of the funds deposited into the Escrow
Account to the Delphi Former Officers and Employees to be used
solely for defense costs.

Judge Drain subsequently approved the current stipulation.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

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


DELPHI CORP: Goldman Sachs Sues High River Over Failed Transaction
------------------------------------------------------------------
Goldman Sachs Lending Partners LLC, a unit of Goldman Sachs Group
Inc., filed a complaint against High River LP, a Carl-Icahn-led
firm, for failure to close a sale of loans of $140 million made
to Delphi Corporation, Forbes reported on October 14, 2009.

The loans were part of Delphi Corporation's $4.35 billion DIP
Credit Facility entered with JP Morgan Chase Bank as
administrative agent and certain lenders.

In a six-page complaint filed in New York Supreme Court,
Goldman Sachs related that it executed nine contracts with High
River, contemplating sale to Goldman Sachs of some of Delphi's
debts, which High River did not own when the contracts were
executed in July 2009, Bloomberg News disclosed on October 14,
2009.  Forbes added that the contracts were made at the time the
lenders were worried over Delphi and Platinum Equity, LLC's deal,
which would be bad for the debts.

In the complaint, Goldman Sachs alleged that "High River
apparently 'sold short' the bank debt, anticipating that the
market price of the bank debt would decrease," Forbes said.
"However, the market price of the bank debt increased after High
River entered into the contracts, and High River is now trying to
walk away from its obligations," Forbes continued, quoting
Goldman Sachs' complaint.

Goldman Sachs is seeking money damages exceeding $150,000 from
High River, Bloomberg disclosed.

For its part, counsel for High River told Forbes that High River
will file a counterclaim against Goldman Sachs, alleging that
Goldman Sachs breached its obligations under the trade which
involved High River selling and Goldman Sachs buying.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

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


DELPHI CORP: MDL Settlements Get District Court Interim Approval
----------------------------------------------------------------
Bernstein Litowitz Berger & Grossmann, LLP; Grant & Eisenhofer
P.A.; Nix, Patterson & Roach, L.L.P. and Barroway Topaz Kessler
Meltzer & Check, LLP, said in a public statement dated October 8,
2009, that a proposed second modification to the settlement with
certain plaintiffs in the multidistrict litigation against Delphi
Corporation, certain Delphi affiliates, and certain current and
former directors and officers of Delphi under the federal
securities law and the Employee Retirement Income Security Act of
1974 in the United States District Court for the Eastern District
of Michigan has been presented to, and tentatively approved by,
the District Court.

The Second Modification amends the settlement set forth in the
Stipulation and Agreement of Settlement dated August 31, 2007, as
amended on January 11, 2008, which was approved by the Court on
January 23, 2008 after a fairness hearing and notice to the
Class.

The Second Modification accelerates the timing and assures the
payment of the Class's recovery but decreases the consideration
received by the Class.

The salient terms of Second Modifications are:

  (a) The Settlement will become effective independent of the
      occurrence of the Effective Date or the substantial
      consummation of any Delphi plan of reorganization, and
      thus, the $90.1 million in cash, less Court-approved
      attorneys' fees and expenses, currently being held in
      escrow will be distributed pursuant to the Stipulation, as
      modified by the First Modification and the Second
      Modification, regardless of when or whether Delphi emerges
      from bankruptcy.

  (b) The Claim under Section 510(b) of the Bankruptcy Code
      granted to the Class pursuant to the Stipulation and the
      First Modification will remain allowed in the same
      aggregate amount but will not be guaranteed any particular
      treatment or classification in any plan of reorganization
      that ultimately may be consummated.  Under Delphi's
      Modified First Amended Joint Plan of Reorganization
      confirmed by the Bankruptcy Court in July 2009, the
      Section 510(b) Claim has no value.

  (c) The $15 million cash payment which Delphi originally
      agreed to cause to be paid by a third party in the First
      Modification will not be paid.

The parties disagree on the amount of damages, if any, that could
have been recovered if the Class prevailed on each claim at
trial.  As the Section 510(b) Claim has no value under the Plan,
the aggregate amount of the settlement consideration is no less
than $90.1 million.  Based upon the claims submitted by Class
Members, BLB&G as Co-Lead Counsel estimates that the average
payment to Class Members would be no less than $0.13 per share of
Delphi common stock, after taking into consideration the relative
average payment that would be paid to Authorized Claimants who
purchased Delphi Notes during the Class Period.

Moreover, BLB&G was previously awarded attorneys' fees of 18% of
the Gross Settlement Fund and reimbursement of costs and expenses
in the amount of $1.3 million.  The average reduction to the
recovery per share of Delphi common stock attributable to the
Court-awarded attorneys' fees and expenses is approximately
$0.02.

Lead Plaintiffs and BLB&G have further determined that, based
upon (i) the dramatic change in Delphi's circumstances since they
entered into the First Modification, including the catastrophic
downturn in the economy, and in the auto industry, and (ii) the
fact that the Bankruptcy Effective Date will not occur with
respect to the plan of reorganization that was the subject of the
Confirmation Order entered by the Bankruptcy Court in January
2008, it is in the best interest of the Class to allow the
Settlement to become effective without regard to the occurrence
of the Effective Date or consummation of Delphi's Plan.

A hearing will be held before Judge Gerald E. Rosen in the United
States District Court for the Eastern District of Michigan,
Southern Division, Theodore Levin U.S. Courthouse, 231 W.
Lafayette Blvd., Detroit, Michigan 48226, in Courtroom 733, at
1:00 p.m., on November 16, 2009, to determine whether:

  (1) the Second Modification should be approved by the Court as
      fair, reasonable and adequate; and

  (2) judgment should be entered pursuant to the Second
      Modification.

Any objection or request for exclusion must be properly submitted
by November 2, 2009.

As previously reported in July 2009, Judge Drain of the United
States Bankruptcy Court for the Southern District of New York was
set to hear the Second Modification on July 23, 2009.  No order
from the Bankruptcy Court has been issued as of press time.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

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


DELTA AIR: Reports September 2009 Traffic Results
-------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for September
2009.  System traffic in September 2009, including both Delta and
Northwest operations, decreased 5.2 percent compared to September
2008 on a 6.7 percent decrease in capacity. Load factor increased
1.4 points to 82.6 percent.

Domestic traffic decreased 3.3 percent year over year on a 3.9
percent decrease in capacity.  Domestic load factor increased 0.5
points to 82.0 percent.  International traffic decreased 7.8
percent year over year on a 10.5 percent decrease in capacity,
and load factor increased 2.5 points to 83.3 percent.

Delta Air Lines is the world's No. 1 airline.  From its hubs in
Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City, Paris-Charles de Gaulle, Amsterdam
and Tokyo-Narita, Delta, its Northwest subsidiary and Delta
Connection carriers offer service to 355 destinations in 64
countries and serve more than 170 million passengers each year.
Delta's marketing alliances allow customers to earn and redeem
either SkyMiles or WorldPerks on more than 16,000 daily flights
offered by SkyTeam and other partners.  Delta's more than 70,000
employees worldwide are reshaping the aviation industry as the
only U.S. airline to offer a full global network.  Customers can
check in for flights, print boarding passes, check bags and
flight status at http://www.delta.com

                         Delta Air Lines
                     Monthly Traffic Results

                        September 2009   September 2008   Change
                        --------------   --------------   ------
RPMs (000):

Domestic                    8,882,412       9,182,983    (3.3%)
Mainline                    6,932,706       7,299,301    (5.0%)
Regional                    1,949,706       1,883,682     3.5%

International               6,243,450       6,769,898    (7.8%)
Latin America                 610,099         607,456     0.4%
Mainline                      598,918         587,783     1.9%

Regional                       11,181          19,674   (43.2%)
Atlantic                    3,979,561       4,309,783    (7.7%)
Pacific                     1,653,790       1,852,658   (10.7%)

System                      15,125,862      15,952,881    (5.2%)

ASMs (000):

Domestic                   10,825,624      11,263,058    (3.9%)
Mainline                    8,317,017       8,750,971    (5.0%)
Regional                    2,508,607       2,512,087    (0.1%)

International               7,495,798       8,373,484   (10.5%)
Latin America                 810,694         819,012    (1.0%)
Mainline                      794,228         791,028     0.4%

Regional                       16,466          27,983   (41.2%)
Atlantic                    4,653,424       5,330,472   (12.7%)
Pacific                     2,031,680       2,224,001    (8.6%)

System                      18,321,422      19,636,543    (6.7%)

Load Factor

Domestic                         82.0%           81.5%  0.5  pts
Mainline                         83.4%           83.4%  0.0  pts
Regional                         77.7%           75.0%  2.7  pts

International                    83.3%           80.8%  2.5  pts
Latin America                    75.3%           74.2%  1.1  pts
Mainline                         75.4%           74.3%  1.1  pts

Regional                         67.9%           70.3% (2.4) pts
Atlantic                         85.5%           80.9%  4.6  pts
Pacific                          81.4%           83.3% (1.9) pts

System                            82.6%           81.2%  1.4  pts

Passengers Boarded          12,541,489      13,059,830    (4.0%)

Mainline
Completion Factor                 99.5%           99.2%  0.3  pts

Cargo Ton Miles (000):
Mail                            7,257           8,934   (18.8%)
Freight                       200,084         217,710    (8.1%)
System                        207,341         226,644    (8.5%)

                         Delta Air Lines
                     Year-to-Date Traffic Results

                        September 2009   September 2008   Change
                        --------------   --------------   ------
RPMs (000):

Domestic                   88,887,063      94,548,500    (6.0%)
Mainline                   69,816,078      75,661,003    (7.7%)
Regional                   19,070,985      18,887,497      1.0%

International              56,505,497      61,334,862    (7.9%)
Latin America               8,684,914       9,560,725    (9.2%)
Mainline                    8,532,578       9,116,214    (6.4%)

Regional                      152,336         444,510   (65.7%)
Atlantic                   33,112,234      34,895,671    (5.1%)
Pacific                    14,708,348      16,878,466   (12.9%)

System                     145,392,560     155,883,363    (6.7%)

ASMs (000):

Domestic                  106,578,220     113,448,369    (6.1%)
Mainline                   81,957,788      89,246,959    (8.2%)
Regional                   24,620,432      24,201,410     1.7%

International              70,400,693      74,589,387    (5.6%)
Latin America              11,128,676      11,864,479    (6.2%)
Mainline                   10,911,048      11,281,712    (3.3%)

Regional                      217,628         582,767   (62.7%)
Atlantic                   41,089,567      42,953,851    (4.3%)
Pacific                    18,182,449      19,771,057    (8.0%)

System                     176,978,913     188,037,756    (5.9%)

Load Factor

Domestic                        83.4%           83.3%  0.1  pts
Mainline                        85.2%           84.8%  0.4  pts
Regional                        77.5%           78.0% (0.5) pts

International                    80.3%           82.2% (1.9) pts
Latin America                   78.0%           80.6% (2.6) pts
Mainline                        78.2%           80.8% (2.6) pts

Regional                        70.0%           76.3% (6.3) pts
Atlantic                        80.6%           81.2% (0.6) pts
Pacific                         80.9%           85.4% (4.5) pts

System                           82.2%           82.9% (0.7) pts

Passengers Boarded         123,102,054     131,277,421    (6.2%)

Cargo Ton Miles (000):
Mail                           61,786          83,958   (26.4%)
Freight                     1,556,604       2,158,998   (27.9%)
System                      1,618,390       2,242,956   (27.8%)

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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


DELTA AIR: Steps Up Efforts to Boost Ties Japan Airlines
--------------------------------------------------------
Mariko Sanchanta at The Wall Street Journal reports that American
Airlines and Delta Air Lines are stepping up efforts to strengthen
ties with Japan Airlines Corp.

The Journal relates that Delta and American Airlines are
considering capital infusions into Japan Airlines as part of a
proposed tie-up.  According to The Journal, Delta has hired
investment bank Goldman Sachs Group Inc. and Fleishman-Hillard to
advise it on a possible alliance with JAL.  Citing sources, the
report states that Delta executives are set to visit Japan next
week to discuss how to proceed.

The Journal says that U.S. and Japanese government officials on
Monday kicked off another round of negotiations for an open-skies
deal, which would mean that carriers would receive antitrust
immunity, allowing them to better coordinate flight schedules with
Japan Airlines to cities they jointly serve, making a tie-up with
the airline even more lucrative.  Prospects for a deal by year-end
were "very positive", The Journal relates, citing an airline
executive.

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

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

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

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

                           *     *     *

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

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


DELTA AIR: Transfers NWA Control Center to Atlanta
--------------------------------------------------
Delta Air Lines Inc., has completed the relocation of Northwest
Airlines Corp.'s operations control center to Atlanta, Georgia,
as part of the carriers' integration efforts, Chief Executive
Officer Richard Anderson said in a recorded message to employees
on October 12, 2009, Bloomberg News reported.

All 250 of Northwest's operations control workers have moved from
their former headquarters in Eagan, Minnesota, to a newly
renovated part of Delta's offices in Atlanta.  The operations
control centers take charge in dispatching of flights and crews
and coordinating critical functions, including maintenance.

Mr. Anderson also told employees that Delta is carrying six of
the eight teams in the Major League Baseball playoffs on
chartered flights: the New York Yankees, Boston Red Sox,
Philadelphia Phillies, Minnesota Twins, Los Angeles Dodgers and
Los Angeles Angels, according to Bloomberg.

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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


DIVINITY LIBBY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Divinity Libby
        412 Nesmuth Drive
        Glendale, CA 91202

Bankruptcy Case No.: 09-39483

Chapter 11 Petition Date: October 26, 2009

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

Judge:  Ernest M. Robles

Debtor's Counsel: Victor A. Sahn, Esq.
                  333 S Hope St., 35th Fl
                  Los Angeles, CA 90071-1406
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520
                  Email: vsahn@sulmeyerlaw.com

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

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

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

            http://bankrupt.com/misc/cacb09-39483.pdf

The petition was signed by Ms. Libby.


DOLLAR THRIFTY: Says 2010 Ford Models Comprise 34% of Orders
------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., said it has substantially
completed its ordering cycle for 2010 model year vehicles and has
diversified its fleet purchases significantly in relation to prior
years with roughly 34% of purchases from Ford Motor Company,
roughly 30% of purchases from Chrysler Group LLC, the new legal
entity following restructuring, roughly 20% of purchases from
General Motors Company, the new legal entity following
restructuring.  The remaining 16% is spread among various foreign
manufacturers.

While the Company has substantially completed its review of
corporate-owned location closures, DTAG said it will continue to
monitor any locations that do not meet minimum return on asset and
profitability requirements for closure.

The Company made the disclosure in a Form 10-Q filed Monday with
the Securities and Exchange Commission.

DTAG also disclosed that in June 2009, Chrysler Group LLC, the new
legal entity following restructuring agreed to assume certain
liabilities of bankrupt Chrysler LLC, including liabilities under
Chrysler's guaranteed depreciation program with DTAG.  As of
September 30, 2009, the Company had approximately 2,500 GDP
vehicles remaining to be returned under this program.  The Company
expects that it will receive payment of all amounts due under the
GDP program.  In addition to amounts due under the GDP program, as
of September 30, 2009, the Company also had $8.3 million of trade
receivables due from Chrysler.  DTAG's management believes that
these amounts will be fully realized.

Based on the results of sales of Chrysler Non-Program Vehicles
subsequent to the sale of Chrysler's assets to Chrysler Group, the
Company has not experienced an adverse impact on the residual
values of Chrysler vehicles as a result of the bankruptcy.  Based
on the results through September 30, 2009, as well as the
continued significant improvement in used vehicle market
conditions generally since December 2008, the Company does not
expect a material deterioration in Chrysler residual values that
could negatively impact the Company's operations or liquidity.

DTAG believes that its purchasing relationships with Chrysler
Group, Ford, General Motors and its other suppliers will allow it
to continue to source vehicles in the ordinary course of business
to meet its operating needs.

As reported by the Troubled Company Reporter on Wednesday, DTAG
reported net income of $30.1 million, or $1.29 per diluted share,
for the third quarter ended September 30, 2009, compared to net
income of $18.9 million, or $0.87 per diluted share, for the
comparable 2008 quarter.  The net income for the third quarter of
2009 included income of $0.15 per diluted share, compared to a
loss of $0.02 per diluted share in last year's third quarter, both
of which related to changes in fair value of derivatives.

For the nine months ended September 30, 2009, net income was
$33.6 million, or $1.47 per diluted share, compared to a net loss
of $268.2 million, or $12.57 loss per diluted share for the
comparable period in 2008.  The net income for the nine months
ended September 30, 2009, included income of $0.53 per diluted
share related to an increase in fair value of derivatives,
compared to a loss of $0.06 per diluted share for the nine months
ended September 30, 2008, related to a decrease in fair value of
derivatives.  In addition, the net loss for the nine months ended
September 30, 2008, included non-cash charges of $12.42 per
diluted share related to the impairment of goodwill and long-lived
assets.

At September 30, 2009, the Company had $2.54 billion in total
assets against $2.28 billion in total liabilities, resulting in
$263.02 million in stockholders' equity.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?47be

                About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is
headquartered in Tulsa, Oklahoma.  The Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve value-conscious travelers
in over 70 countries.  Dollar and Thrifty have over 600 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 approximately 6,400 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.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2009,
Standard & Poor's Ratings Services placed its long-term ratings,
including the 'CCC' corporate credit rating, on Tulsa, Oklahoma-
based Dollar Thrifty Automotive Group Inc. on CreditWatch with
positive implications.


DOLLAR THRIFTY: Unveils Proposed Public Offering
------------------------------------------------
Dollar Thrifty Automotive Group, Inc., intends to offer, subject
to market and other conditions, 5,750,000 shares of its common
stock in an underwritten public offering under an effective shelf
registration statement on file with the Securities and Exchange
Commission.  Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
will serve as joint book-running managers for the offering.  The
underwriters will have a 30-day option to purchase up to an
additional 862,500 shares of common stock offered by the Company.

The Company intends to use the net proceeds from the offering for
general corporate purposes.

The proposed offering will be made only by means of a prospectus
and related prospectus supplement, which may be obtained by
visiting the SEC's Web site at http://www.sec.gov/or by
contacting Goldman, Sachs & Co. (Attention: Prospectus Department,
85 Broad Street, New York, New York 10004; telephone: (917) 343-
8000; facsimile: (212) 902-9316; email: prospectus-
ny@ny.email.gs.com) or J.P. Morgan Securities Inc. (Attention:
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717; telephone: (631) 254-1735).

In a prospectus, the Company said it may from time to time offer
to sell shares of its common stock, par value $.01 per share,
shares of its preferred stock, par value $.01 per share, or debt
securities, separately or together, in one or more offerings up to
$500,000,000.

Shares of DTAG common stock are listed on the New York Stock
Exchange under the symbol "DTG."  On October 23, 2009, the last
reported sale price of the shares of the common stock on the New
York Stock Exchange was $24.81 per share.

A full-text copy of DTAG's Prospectus dated October 26, 2009, is
available at no charge at http://ResearchArchives.com/t/s?47bc

A full-text copy of DTAG's Prospectus Supplement to Prospectus
dated October 26, 2009, is available at no charge at:

               http://ResearchArchives.com/t/s?47bb

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is
headquartered in Tulsa, Oklahoma.  The Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve value-conscious travelers
in over 70 countries.  Dollar and Thrifty have over 600 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 approximately 6,400 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.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2009,
Standard & Poor's Ratings Services placed its long-term ratings,
including the 'CCC' corporate credit rating, on Tulsa, Oklahoma-
based Dollar Thrifty Automotive Group Inc. on CreditWatch with
positive implications.


DUANE READE: To Issue $300MM of 11.75% Notes in Exchange Bid
------------------------------------------------------------
Duane Reade Inc. and Duane Reade are offering to issue
$300,000,000 of the Company's 11.75% Senior Secured Notes due
2015, whose issuance is registered under the Securities Act of
1933, in exchange for a like aggregate principal amount of 11.75%
Senior Secured Notes due 2015, which were issued August 7, 2009.
The exchange notes will be issued under the existing indenture,
dated as of August 7, 2009.

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

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

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

Terms of the exchange offer

     -- It will expire at 5:00 p.m., New York City time, on
        ________, 2009, unless the Company extends it.

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

     -- Noteholders may withdraw tender of initial notes at any
        time before the expiration of this exchange offer.

     -- The exchange notes that will be issued in exchange for
        the initial notes will be substantially identical to the
        initial notes except that, unlike the initial notes, the
        exchange notes will have no transfer restrictions or
        registration rights.

     -- The exchange notes that will be issued in exchange for
        the initial notes are new securities with no established
        market for trading.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?47c4

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

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

                         About Duane Reade

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


ENTEGRITY WIND: Fails to Repay Debt, Goes Bankrupt
--------------------------------------------------
Alicia Wallace at Boulder Daily Camera reports that Entegrity Wind
Systems Inc. was declared bankrupt pursuant to the Bankruptcy and
Insolvency Act of Canada after failing to develop a plan to
resolve millions of dollars of debt.

Court documents say that Entegrity Wind owes more than $3 million
to Mercantile Finance Services, and Canadian news agencies say
that the Company has a more than $6 million debt to other
institutions.

According to Daily Camera, Canadian Judge Wayne D. Cheverie denied
a second extension for Entegrity to come up with a financial plan
due to:

     -- a lack of effort made by Entegrity officials to secure a
        $350,000 loan from Prince Edward Island Business
        Development Inc.;

     -- failure to identify any potential investors;

     -- a "drastically reduced" work force; and

     -- allegations of a breach of contract from one of its
        customers.

Daily Camera quoted Judge Cheverie as saying, "Not only does
Entegrity lack any new investors for its venture, it has suffered
substantial losses which have culminated in its insolvency."
According to the report, Judge Cheverie said that Entegrity Wind's
losses totaled $6.5 million in 2008.  The Company lost an
additional $1.9 million during the first three months of 2009, the
report states, citing Judge Cheverie.

Daily Camera relates that A.C. Poirier & Associates Inc. will be
the receiver and manager of Entegrity Wind's properties, assets,
and undertakings.  Pamela Williams represents Entegrity Wind in
its bankruptcy case, Daily Camera says.

Entegrity Wind Systems Inc. is a wind turbine manufacturer that
based some of its operations in Boulder.


EQUIPMENT ACQUISITION: Sent to Chapter 11 after Scam Discovered
---------------------------------------------------------------
Equipment Acquisition Resources Inc. filed a Chapter 11 petition
after a Ponzi scheme was discovered.

According to Bill Rochelle at Bloomberg News, William Brandt, the
chief restructuring officer, said in an interview that the company
is "a giant fraud, a Ponzi scheme which we discovered two days
after we were put into it."  Mr. Brandt was brought in this month
when the officers and directors resigned.

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

The Company filed for Chapter 11 on Oct. 23 in Chicago (Bankr.
N.D. Ill. Case No. 09-39937).  Barry A. Chatz, Esq., at Arnstein &
Lehr LLP, represents the Debtor.

The petition says assets are less than $50 million while debts are
between $100 million and $500 million.  The Debtor owes $135
million to secured lenders.  Republic Bank and Norstates Bank,
owed a total of $16 million, claim liens on all the assets.


ERICKSON RETIREMENT: Emergency Hearing on Escrow of Deposits
------------------------------------------------------------
Erickson Retirement Communities LLC and its units jointly asked
the Court to schedule an expedited hearing, on October 29, on
their motion to escrow initial entrance deposits made by residents
in their retirement communities.

The Debtors pointed out that the residents' willingness to pay
its Initial Entrance Deposit to the non-for-profit organizations
is dependent on their conviction that the Debtors' bankruptcy
cases will not negatively affect them.

Accordingly, Judge Jernigan scheduled a hearing on October 29 to
consider the Debtors' IED escrow request.

Before the Court scheduled the hearing, PNC Bank, National
Association, as administrative agent for the Debtors' Secured
Lenders, pointed out that the Motion to Escrow was not filed on
an emergency basis and thus, should not be heard on expedited
basis.  PNC argued under the parties' prepetition loan documents,
Initial Entrance Deposits were intended to serve, and continue to
serve, a critical role in the repayment of the hundreds of
millions of dollars owed to Senior Secured Project Lenders.  PNC
asserted that the Court and parties-in-interest should be
afforded a full opportunity to present and consider the issues
before making any decision on the handling and treatment of
Initial Entrance Deposits.  PNC asked the Court to schedule a
status conference on October 29 to set briefing and hearing dates
for the Motion to Escrow.

              Escrow Initial Entrance Deposits Motion

Erickson Retirement Communities LLC and its affiliates' business
model is to develop continuing care retirement communities in
phases over a seven to ten year period and sell individual CCRCs
once completed to an independent not-for-profit company, which
contracts with the Debtors to manage the campus.  Each of the
Debtors' completed communities, except for Charlestown, Inc., and
Henry Ford Village, Inc., which are non-debtor affiliates of the
Debtors, are operated by a supported NFP organization of National
Senior Campuses, Inc.  Each NFP is classified as a Section
501(c)(3) of the Internal Revenue Code organization based on its
mission for the management of the communities.

Pursuant to a Community Loan Agreement between Debtors Ashburn
Campus, LLC; Columbus Campus, LP; Concord Campus, LP; Dallas
Campus, LP; Houston Campus, LP; Kansas Campus, LLC; Littleton
Campus, LLC; Novi Campus, LLC' and Warminster Campus, LP3, as
landowners, and each NFP, the NFP loans to the Debtor Landowners
all initial entrance deposits collected from the residents.

The NFP enters into a residence and care agreement with each
individual resident entering a CCRC, whereby the NFP collects
entrance deposits and monthly fees from each resident.  Pursuant
to the Residence and Care Agreement, each resident places an
entrance deposit on a unit when they move in.  The ED is initially
held in escrow until the resident takes occupancy.  Once released
from escrow, if the ED is an Initial Entrance Deposit, the Initial
Entrance Deposit is transferred to the Debtors' accounts pursuant
to the Community Loans.

When a resident moves out or passes away, if the new ED by a
subsequent resident for that unit is the same or greater than the
ED price paid by the departing resident, then the departing
resident's ED will be 100% refunded.  In the case of the new ED
being less than the departing resident's ED, the departing
resident will receive the lesser amount and must consent to sell
the unit at a lower price.  The Debtors disclose that every
departing resident of a community has received 100% of their
deposit back.

The Initial Entrance Deposits range from $100,000 to $600,000
depending on the type of unit the resident selects.  The Debtor
Landowners collected $375,661,590 in Initial Entrance Deposits in
2008 and collected $381,025,637 in Initial Entrance Deposits in
2007.

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
relates that to fund the working capital deficits of the NFPs, the
Debtor Landowners provide a working capital loan to the NFPs. To
secure their obligations under the Working Capital Loan, the NFPs
grant the Debtor Landowners a security interest in all assets of
that NFP, including the Residence and Care Agreements and the
Initial Entrance Deposits.  The Initial Entrance Deposits are
transferred from the Debtor Landowners' collateral accounts to pay
down principal and interest on the Construction Loans.

By this motion, the Debtors seek the Court's authority to escrow
all Initial Entrance Deposits collected postpetition to provide
assurance to new residents that the Debtor Landowners' Chapter 11
cases will not affect the residents' rights to a refund.  The
Debtor Landowners propose to escrow the Initial Escrow Deposits
pending confirmation of a plan of reorganization in the Debtors'
Chapter 11 cases.

Mr. Slusher points out that a resident's willingness to pay the
IED to the NFP rests upon that resident's conviction that the
Debtor Landowners bankruptcy will not negatively affect the
refundability of the Initial Entrance Deposits.  "Any negative
publicity suggesting that a community is in bankruptcy will deter
prospective residents from entering into the new Residence and
Care Agreements, which are the precursors to the Debtors
Landowners' receipt of future Initial Entrance Deposits," he
asserts.

The Initial Entrance Deposits required under the Residence and
Care Agreements and loaned to the Debtor Landowners are the
lifeblood of the Debtor Landowners' operations, Mr. Slusher
argues.  The Initial Entrance Deposits account for a significant
portion of the Debtor Landowners' annual operating budget and the
collection of these amounts is critical to the Debtors' ability to
reorganize, he insists.  "Granting the Motion to Escrow keeps the

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: Proposes Houlihan as Investment Banker
-----------------------------------------------------------
Erickson Retirement Communities LLC and its units seek the Court's
authority to employ Houlihan Lokey Howard & Zukin Capital, Inc.,
as their investment banker, nunc pro tunc to the Petition Date.

As the Debtors' investment banker, Houlihan Lokey will assist in
the evaluation of strategic alternatives and render investment
banking and financial advisory services to the Debtors,
including:

  (a) participating in or advising on discussions regarding the
      Debtors and any Plan of Reorganization with the Debtors'
      Constituents, including the Debtors' creditors, the
      residents of the Debtors' communities and their
      representatives, various regulators and authorities, the
      Debtors' employees, and the vendors and suppliers to the
      Debtors;

  (b) continuing the marketing process commenced prepetition to
      solicit offers from investors to become a plan sponsor of
      the Debtors' reorganization or purchase the Debtors'
      assets;

  (c) ensuring the continued provision of information to all
      parties interested in the Debtors' bankruptcy cases;

  (d) providing due diligence information to the prospective
      purchasers of the Debtors' assets and operations;

  (e) continued negotiations with the Debtors' creditors;

  (f) negotiating with the prospective purchasers of the
      Debtors' assets and operations;

  (g) assisting with implementation of the Plan, including
      implementation of the restructuring of the obligations of
      communities and the sale of most of the assets and
      operations of the Debtors; and

  (h) providing expert advice and testimony regarding financial
      matters relevant to the Debtors or the Plan.

Houlihan Lokey intends to apply for compensation of services
rendered and reimbursement of expenses incurred, subject to
applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules and any other applicable procedures and
orders of the Court, pursuant to this fee structure:

  * Monthly fees:  The Debtors seek to pay Houlihan Lokey in
    advance, without notice or invoice, a nonrefundable cash
    fee of $250,000.

  * Sale transaction fees:  Upon the closing of a Sale
    Transaction, the Debtors will pay fees computed under a
    sliding scale beginning at $525,000 and ranging from 3% to
    7% of Aggregate Gross Compensation above various thresholds.

  * Financing transaction fees:  Upon the closing of each
    Financing Transaction, the Debtors will pay fees ranging
    from 1.4% to 2.8% of any capital raised in the form of
    indebtedness and 4.2% of any capital raised in the form of
    equity or equity-linked securities.

  * Restructuring transaction fee:  Upon completion of a
    Restructuring Transaction, the Debtors will pay a fee of
    $8.25 million.  The Restructuring Transaction Fee will be
    increased by 15% if the Debtors consummate a Restructuring
    Transaction on an out-of-court basis or pursuant to a
    "prearranged" or "prepackaged" plan in which the
    Restructuring Transaction is confirmed in not more than
    six months from the Petition Date.

  * Multiple/complex transactions:  The Engagement Agreement
    also contemplates the completion of multiple or complex
    Transactions, under which circumstances a Restructuring
    Fee of at least $8.25 million would be payable and
    potentially subject to the premium.

  * Crediting:  The Agreement provides for the crediting of 25%
    to 50% of certain Monthly Fees against any Financing
    Transaction and Sale Transaction Fees and then against any
    Amendment Transaction Fees payable under the Agreement.
    The Agreement also provides for the crediting of (x) 25% of
    all Financing Transaction and Sale Transaction Fees and (y)
    100% of all Amendment Transaction Fees against any
    Restructuring Fees payable under the Agreement.  All those
    credits may not reduce any Transaction Fees below zero.

Matthew Niemann, managing director and head of the Real Estate
Restructuring division at Houlihan Lokey, disclosed the status of
his firm's relationship with certain parties-in-interest, a list
of which is available for free at:

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

Despite that disclosure, Mr. Niemann maintained that Houlihan
Lokey does not hold or represent any interest adverse to the
Debtors, their estates or any party-in-interest in the matters on
which his firm will be engaged.  He assured the Court that
Houlihan Lokey is a "disinterested person" as the term is defined
under Section 101(14) of the Bankruptcy Code.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


EXPRESS ENERGY: Files Chapter 11, Cites Drop in Prices
------------------------------------------------------
Express Energy Services Operating LP, together with 23 affiliates,
sought bankruptcy protection in Houston on October 27 (Bankr. S.D.
Tex. Case No. 09-38044).

According to Bloomberg's Dawn McCarty, Express Energy blamed the
2008 decline in oil and natural-gas prices for reducing demand for
its oilfield services.  The filing was "primarily because of the
steady decline in the price of oil and natural gas beginning
around the third quarter of 2008," Darron Anderson, Express Energy
chief executive officer, said in court papers.

Express Energy didn't make a debt payment due June 30 and was
attempting to restructure its debt outside of bankruptcy,
according to Standard & Poor's Corp.

Ms. McCarty reports that the Company has already filed a a joint
reorganization plan and explanatory disclosure statement. The Plan
is intended to give secured creditors a recovery between 24
percent and 33 percent by receiving all the new stock except two
percent going to existing owners.  Unsecured creditors will
receive a share of $400,000 cash if they vote for the plan. If
they accept, unsecured creditors' dividend is calculated in the
range of 5 percent and 16 percent.  If not, the group gets to
share $100,000, which is a recovery in the range of 2 percent to
four percent.  The plan is supported by holders of more than two-
thirds of the secured debt.

                        Abut Express Energy

Express Energy and its affiliates have 31 field locations in oil
and gas producing regions of the U.S. The company was acquired in
a $627 million transaction in June 2008 by a group including
Macquarie Capital Group Ltd., Wachovia Capital Partners, and
management.

The Company listed both assets and debt of $100 million to $500
million in its Chapter 11 petition.


EXTENDED STAY: ESA Properties' Schedules of Assets & Debts
----------------------------------------------------------
A.     Real Property
         Various real properties                $1,220,997,811
         See: http://bankrupt.com/misc/ESAPropLLC_SchedA.pdf

B.     Personal Property
B.1    Cash on hand                                      77,900
B.2    Bank Accounts
         Bank of America, Acct 3756201914               130,917
         Bank of America, Acct 3756349960               678,514
         Bank of America, Acct 4426265153             2,441,143
         Capital One, Acct 864699999                     17,597
         Fifth Third Bank, Acct 99944908                 90,854
         National City, Acct 54230123233                 48,995
         Regions Bank, Acct 9335676                      38,610
         Wachovia Bank NA, Acct 2000020048655            56,447
         Wells Fargo Bank, Acct 4100158641               46,893
B.9    Interests in Insurance Policies
        General Liability Loss Fund                     493,443
        Prepaid Insurance Premium
           Auto                                             624
           Directors & Officers                         789,686
           General Liability                             12,299
           Excess Umbrella                               60,786
           Property Pollution                            44,124
           Property Damage                            1,343,382
B.13   Business Interests and stocks               Undetermined
B.14   Interests in partnerships                              0
B.15   Government and Corporate Bonds                         0
B.16   Accounts Receivable                                    0
B.17   Alimony, support                                       0
B.18   Other Liquidated Debts
         Wachovia Bank NA - escrow for property         435,760
B.19   Equitable or future interests, life estate             0
B.20   Other Contingent & Unliquidated Claims                 0
B.21   Intellectual Property                                  0
B.22   Patents                                                0
B.25   Vehicles                                               0
B.27   Aircraft and accessories                               0
B.28   Office equipment, furnishings and supplies             0
B.29   Machinery                                     37,368,248
      See: http://bankrupt.com/misc/ESAPropLLC_SchedB29.pdf
B.30   Inventory                                              0
B.35   Other Personal Property
         Deferred financing costs, net                3,842,377


       TOTAL SCHEDULED ASSETS                    $1,269,016,410
       ========================================================

C.   Property Claimed as Exempt                               -

D.   Secured Claim
       Mortgage Loan w/US Bank & Wells Fargo     $4,099,849,448

E.   Unsecured Priority Claims
       Disable Patriots of America Inc.                 Unknown
       Gwinnett County                                  Unknown
       HVM LLC                                          Unknown
       Kentucky Dept of Transportation                  Unknown
       Onika John and Nicarr Higa                       Unknown
       Tyrone Armstrong                                 Unknown

       TOTAL SCHEDULED LIABILITIES               $4,099,849,448
       ========================================================

                        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).


EXTENDED STAY: ESA Properties' Statement of Financial Affairs
-------------------------------------------------------------
F. Joseph Rogers, assistant secretary of ESA Properties L.L.C.,
relates that the Company earned revenues from the operations of
its business during the two years immediately before the Petition
Date:

    Period                                             Amount
     ------                                       -------------
    01/01/09 - 06/14/09                             $39,063,094
    01/01/08 - 12/31/08                            $114,998,979
    01/01/07 - 12/31/07                            $127,520,251

The Company also earned income from other sources other than
employment or operation of its business:

    Period               Source                          Amount
    ------               ------                       ----------
    01/01/09 - 06/14/09  Interest income fr subs.       $366,722
                         Construction bond refund        $14,878
                         Condemnation proceeds          $139,527
                         Misc. Refunds                   $40,347
                         Pref. dividend income fr subs.  $66,056

    01/01/08 - 12/31/08  Interest Income fr subs.       $805,000
                         Pref dividend income fr subs.  $145,000
                         Construction bond refund         $9,540
                         Interest income                  $1,053

    01/01/07 - 12/31/07  Interest income fr subs.       $805,000
                         Pref. dividend income fr subs. $145,000

According to Mr. Rogers, within a year before the Petition Date,
ESH/HV Properties made payments, totaling $14,962,728, for the
benefit of creditors who are or were insiders of the Company.  A
breakdown of the insider payments are:

    HVM LLC
       Management Fees                                   -
       G&A reimbursement                                 -
       Pass-Through Costs:
         Property operating expenses                     -
         Personal property taxes paid             $420,967
         Property damage loss claim payments     1,348,224
         Capital expenditures                   13,193,537
                                              ------------
                                               $14,962,728

The Company is also a party to these pending proceedings and
lawsuits within one year before the Petition Date:

Suit Caption                             Nature of proceeding
------------                             --------------------
Armstrong, Tyrone v. ESA Properties LLC   General Liability
Case No. CA 20085914                      Case pending.
Superior Court of the State of Arizona,
County of Pima

Commonwealth of Kentucky Transportation    Condemnation
Cabinet Dept of Highways v BRE/ESA         Case pending.
Properties LLC nka ESA Properties LLC
Case No. 04CI01977
Boone Circuit Court

Disabled Patrons of America v. ESA         ADA
Properties LLC                             Case pending.
Case No. 1:05-CV-03903-CAP
US District Court for the Northern
District of Georgia

Gwinnet County Georgia v. BRE/Wellesley    Condemnation
Properties LLC, Mortgage Electronic        Case settled.
Registration Systems Inc.
Case No. 06A-04879-9
Superior Court of Gwinnett County

Onika John and Nicarr Higa v. BRE/ESA      General Liability
Properties LLC, ABC Partnerships 1-10,     Case dismissed,
XYZ Corps. 1-10, John Does 1-10             without prejudice.
Case No. C20066279
Arizona Superior Court, Pima County

The Company listed losses from fire, damage due to rain and wind,
and other causes, totaling $2,837,057 within a year before the
Petition Date.  A list of the specific losses and the
corresponding loss amount is available for free at:

        http://bankrupt.com/misc/ESAPropLLC_SOFA8.pdf

HVM LLC and The Lighthouse Group supervised the keeping of the
Company's books and records within two years preceding the
Petition Date.

HVM LLC and Ernst & Young are the entities that have audited the
books and records of ESA Properties LLC within two years of the
Petition Date.

David Lichtenstein is the current chief executive officer and
president of ESA Properties LLC.  Joseph Winrich and Robert
Rowell are independent directors of the Company, while Joseph
Teichman is secretary general counsel to the Company.

                        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).


EXTENDED STAY: Five Mile Appeals Ruling on Cerberus Dispute
-----------------------------------------------------------
Five Mile Capital II SPE ESH LLC appealed to the U.S. District
Court for the Southern District of New York a Bankruptcy Court
Order denying the transfer of its lawsuit against Cerberus
Capital Management LP and three other companies to the New York
Supreme Court.

Five Mile wants the District Court to determine whether or not
the U.S. Bankruptcy Court for the Southern District of New York,
which oversees the Chapter 11 cases of Extended Stay Inc. and its
affiliated debtors, erred when it denied the transfer of its
lawsuit and allowed the Debtors to intervene in the lawsuit on
grounds that it is a core proceeding.

Bankruptcy Judge James Peck issued a denial order on the transfer
request after determining that there is "close interconnection
between the issues raised by the action [filed by Five Mile] and
the bankruptcy process."  Judge Peck also cited the admission of
Five Mile's attorneys at a September 10, 2009 hearing that the
company sought to enjoin Cerberus and the other defendants from
negotiating with the Debtors.

"The inability of such significant stakeholders to meaningfully
participate in the plan process presents an issue that very
clearly is unique to and uniquely affected by the Debtors'
bankruptcy cases," Judge Peck said in court papers.

Five Mile sued Cerberus, Centerbridge Partners LP, The Blackstone
Group Inc. and GEM Capital Management Inc. after the defendants
allegedly negotiated with the Debtors on the restructuring of the
Debtors' debt.  Five Mile alleged that the negotiations led to an
agreement on the terms of a restructuring that was detrimental to
the Debtors while beneficial to the defendants.

The lawsuit was initially filed in the Supreme Court but was
eventually moved to the Bankruptcy Court after the Debtors filed
for bankruptcy protection.  Five Mile, however, urged Judge Peck
to remand the lawsuit to the Supreme Court, arguing that the
action does not involve "property of the estate" and does not
seek claims against the Debtors.

Five Mile's request drew opposition from the Debtors and the
defendants.  The Objectors argued that the transfer of the
lawsuit to the Supreme Court would affect the negotiation for a
plan of reorganization since it prohibits the defendants, which
are all senior creditors, from participating in the negotiation.

                        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).


FAIRPOINT COMMUNICATIONS: Chapter 11 Filing Cues S&P's 'D' Rating
-----------------------------------------------------------------
Fitch Ratings has downgraded the ratings of FairPoint
Communications, Inc.:

  -- Issuer Default Rating to 'D' from 'C'.

  -- Senior secured revolving credit facility to 'CC/RR3' from 'B-
     /RR1';

  -- Senior secured term loan due 2014 to 'CC/RR3' from 'B-/RR1';

  -- Senior secured term loan due 2015 to 'CC/RR3' from 'B-/RR1';

  -- Senior secured delayed-draw term loan due 2015 to 'CC/RR3'
     from 'B-/RR1';

  -- 13.125% senior unsecured notes due April 2, 2018 (New Notes)
     to 'C/RR6' from 'C/RR4';

  -- 13.125% senior unsecured notes due April 1, 2018 (Old Notes)
     to 'C/RR6' from 'C/RR4'.

Fitch's downgrade reflects the company's Oct. 26, 2009
announcement that it has filed for reorganization under Chapter 11
of the U.S. Bankruptcy Code.  FairPoint also announced a
restructuring plan with the lenders holding more than 50% of its
approximately $2 billion of outstanding secured debt.  The
restructuring plan calls for the lenders to receive a new
$1 billion secured term loan, and 98% of the company's newly
issued common stock.  If the unsecured creditors, including the
holders of the Old Notes and the New Notes, agree to the
restructuring plan, they will receive 2% of the common equity and
warrants to purchase up to 5% of the new common stock.  If the
unsecured creditors do not vote as a class to accept the plan, no
distributions under the plan will be received.  In aggregate,
there are approximately $570 million in outstanding senior
unsecured notes.  Under the terms of the plan, the company will
not pay interest or principal on its pre-petition debt while in
Chapter 11.

The ratings may be withdrawn after 30 days have elapsed following
a default.


FEDERAL CLUB: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
The Federal Club has filed for Chapter 11 bankruptcy protection,
listing less than $50,000 in assets and $1 million to $10 million
in liabilities, about $4.96 million of which are unsecured
creditors.  Douglas Scott assists the Federal Club in its
restructuring efforts.  Ray Tate, one of the Federal Club's
founders, said that the course had sold about 170 memberships out
of an end goal of 500.

The Federal Club is a $9 million Arnold Palmer golf course and
upscale housing development in Hanover County.


FLAGSHIP MARINA: Foreclosed by Oculina Bank; Sale on Nov. 6
-----------------------------------------------------------
TCPalm.com reported that Oculina Bank has foreclosed on the
Flagship Marina in the city of Sebastian, Florida.  TCPalm.com
cited a civil lawsuit filed in Indian River Circuit Court.
Flagship Marina is owned by local businessman Damien Gilliams.

The Flagship Marina property is scheduled to be sold at the Indian
River County Courthouse at 11 a.m. Nov. 6, the report said.

The report said the total foreclosure judgment on the property, at
806 Indian River Drive, is $1.85 million.  The foreclosure is
"likely one of the largest commercial foreclosure amounts in the
city of Sebastian this year," TCPalm.com's Nadia Vanderhoof noted.

Mr. Gilliams also owns the Paradise Marina at 1109 Indian River
Drive in Indian River County; and the No Name Sports Bar at 490
U.S. 1, also in Sebastian.  Mr. Gilliams has said he was trying to
sell both the Flagship and Paradise marinas.

According to the report, Mr. Gilliams said he had tried to modify
or refinance the Flagship Marina's mortgage, but negotiations
failed because of the recession's effect on lending.  Mr.
Gilliams, the report added, also said his vocal criticism of
Sebastian City Council and his calls for more transparency
concerning the finances of annual Sebastian Lagoon Clambake
Festival hindered his ability to get other financing.

Oculina Bank declined to comment on the specific case.


FORD MOTOR: Union Members Continue to Reject Concessions
--------------------------------------------------------
Jeff Bennett at The Wall Street Journal reports that a growing
number of United Auto Workers union members are rejecting Ford
Motor Co.'s proposed concessions, which it claims it needs to
remain competitive with Chrysler Group LLC and General Motors Co.
Voting on the concessions will end on Saturday, The Journal says.
Members are weary of taking further cuts amid Ford's brightening
financial outlook, The Journal states, citing union leaders.
According to The Journal, three union leaders say that the vote
may fail unless UAW President Ron Gettelfinger begins pushing
harder for the agreement.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The Company has operations in Japan in the Asia Pacific region. In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring in
order to achieve the same UAW concessions that General Motors and
Chrysler are likely to achieve as a result of the recently-
approved government bailout loans.  Such a balance sheet
restructuring would likely entail a loss for bond holders and
would be viewed by Moody's as a distressed exchange and
consequently treated as a default for analytic purposes.


FORUM HEALTH: Committee Objects Appointment of Interim CEO
----------------------------------------------------------
George Nelson at Business Journal Daily reports that the official
committee of unsecured creditors in Forum Health Inc.'s Chapter 11
bankruptcy case have filed an objection to the Company's motion to
pay $75,500 per month for Charles Neumann, a turnaround specialist
with experience with health care facilities, to serve as interim
CEO.

The committee said in court documents that it is concerned with
the costs to Forum's estates of "multiple consultants and other
professionals" engaged by the health care system.  According to
court documents, the committee said that "in light of the
significant costs to the estates of the Huron engagement, the
[c]ommittee is troubled by the retention of a second management
consulting firm," FTI Consulting Inc.  Forum, says Business
Journal, was previously authorized to engage Huron Consulting
Services LLC, which provided Dalton Edgecomb to serve as chief
restructuring officer.  In its recently filed second interim fee
application, Huron seeks more than $783,000 and almost $45,000 in
expenses for the three-month period of June 1 though August 31,
Business Journal states.

Forum can't justify the need to engage a chief restructuring
officer from one management consulting firm and a CEO from a
second, Business Journal says, citing the committee.

Business Journal relates that Forum must deliver by October 30 a
draft form asset purchase agreement to the consent parties and the
creditors' committee, as well as a draft motion to approve bidding
procedures and protections.  According to the report, Forum must
also advise potential purchasers that definitive bids will be due
by November 13.

Forum and its financial advisors shall have obtained by
November 30 the consent parties' agreement on mergers and
acquisitions process or a plan process, Business Journal states.

Business Journal says that if a "definitive bid" acceptable to
Forum and the consent parties is submitted by November 30, the
Company will:

     -- execute a "stalking horse" purchase agreement with no due
        diligence or financing contingencies with the purchaser
        and file a motion seeking approval of the purchaser or any
        "higher or better offer" and of "a sale process/bid
        procedures";

     -- obtain approval of the sale process motion by December 15;

     -- hold an auction by January 15, 2010; and

     -- obtain entry of an order approving the sale by January 19.

George Nelson at Business Journal says Walter Pishkur said that he
declined Forum's offer to make him consultant due to the $75,000
per month being proposed to pay his interim successor as Forum's
CEO, and the sense that he isn't being engaged by the Company.
The report quoted him as saying, "I won't take it for $9,000 a
week and I wouldn't take it for $9 million a week if it's not a
responsible position and it's not a position where I can make a
difference.  That's not how I do business.  That's not how I
conduct my life.

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offers health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
serve as lead counsel to the Debtors.  The Debtors have also
tapped Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA
as co- counsel; Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent; and Huron Consulting Services LLC as
financial advisors.  Alston & Bird LLP represents the official
committee of unsecured creditors formed in the Chapter 11 cases.
At the time of its filing, Forum Health estimated that it had
assets and debts both ranging from $100 million to $500 million.


FOUR PUTT LLC: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Four Putt LLC
        Golden State Properties, LLC
        Po Box 601
        Somis, CA 93066

Bankruptcy Case No.: 09-30127

Chapter 11 Petition Date: October 26, 2009

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

Judge: Linda B. Riegle

Debtor's Counsel: Damon K. Dias, Esq.
                  Dias Law Group, Ltd.
                  601 S. 6th Street
                  Las Vegas, NV 89101
                  Tel: (702) 380-3011
                  Email: ddias@diaslawgroup.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
7 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/nvb09-30127.pdf

The petition was signed by Anthony Litoff, managing member of the
Company.


FREEDOM GROUP: Moody's Assigns 'B2' Rating on $75 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Freedom Group,
Inc.'s new $75 million senior secured notes.  Proceeds from the
new notes will be used to reduce the underfunded pension
obligation ($50 million) with the balance used for general
corporate purposes.  At the same time, Moody's downgraded Freedom
Group's $200 million senior secured notes to B2 from B1, but
affirmed its B1 corporate family rating, B1 probability of default
rating and its SGL 2 speculative grade liquidity rating.  The
ratings outlook is stable.

"The one notch downgrade of the existing secured notes reflects
the permanent change in the relative capital structure mix of
Freedom Group with more secured debt and less unsecured debt" said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.

Freedom's Group is 100% owned by Cerberus, management and
directors and operates principally through two subsidiaries,
Remington Arms and Bushmaster Firearms.  Freedom's Group B1
corporate family rating reflects its modest size with revenue of
around $800 million, single industry segment in firearms and
related areas, exposure to volatile raw material prices, the
discretionary nature of its products, weak discretionary consumer
spending, and the possibility that the company may seek to return
excess cash flow to its financial sponsor.

The rating is supported by the recent surge in demand for
commercial firearms, Remington's long operating history and strong
brand recognition, growth in the government, military and law
enforcement market, leading market positions in key categories
(shotguns, rifles, and ammunition), relatively stable hunting
participation rates, moderate customer concentration, and ability
to pass through price increases.

The SGL 2 speculative grade liquidity rating reflects Freedom
Group's good liquidity profile.  This assertion is supported by
consistent operating cash flow and the lack of any maturities over
the next four years.  Moody's believes that the company's
liquidity profile is also enhanced by the lack of any maintenance
financial covenants and the size of the ABL at $180 million.

The stable outlook reflects Moody's expectation of a continued
improvement in operating performance in 2009 due to the surge in
demand, but a decrease in performance in 2010 and 2011 as growth
rates return to historical trends.  The stable outlook also
reflects Moody's belief that any dividends will be funded from
free cash and will not increase leverage.

Rating/assessment assigned:

* $75 million senior secured notes at B2 (LGD 4, 62%);

Rating downgraded/assessment revised:

* $200 million senior secured notes to B2 (LGD 4, 62%) from B1
  (LGD 4, 57%);

Ratings affirmed:

* Corporate family rating at B1;
* Probability of default rating at B1;
* Speculative grade liquidity rating at SGL 2

Freedom Group, Inc., is headquartered in Madison, North Carolina.
Sales for the twelve months ended June 30, 2009, approximated
$825 million.

The last rating was on July 8, 2009, where Moody's assigned an
initial rating of B1 with a stable outlook.


FREEDOM GROUP: S&P Downgrades Ratings on Senior Notes to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on Madison,
North Carolina-based firearm and ammunitions manufacturer Freedom
Group Inc.'s 10.25% senior secured notes due 2015 following an
add-on of $75 million to the offering, bringing the total amount
to $275 million.  S&P revised the recovery rating on the notes to
'5', indicating S&P's expectation of modest (10% to 30%) recovery
for noteholders in the event of a payment default, from '4'.  S&P
lowered the issue-level rating on this debt to 'B' (one notch
lower than the 'B+' corporate credit rating on the company) from
'B+', in accordance with S&P's notching criteria for a '5'
recovery rating.

The company plans to use roughly $50 million of issue proceeds to
reduce its unfunded defined benefit pension liability, which was
$60.3 million as of June 30, 2009.  The remaining $22 million is
for generate corporate purposes, and will increase pro forma cash
to $40.4 million at June 30, 2009, from $18.6 million.

The transaction has a negligible impact on debt leverage.  Pro
forma gross total debt to EBITDA, including S&P's adjustment for
the operating leases and remaining pension obligations, increases
to 2.2x at June 30, 2009, from 2.0x.  Including the company's
$227.4 million 10% pay-in-kind preferred stock, pro forma leverage
increases to 3.7x from 3.5x.

The corporate credit rating on Freedom Group is 'B+' and the
rating outlook is stable.  The rating reflects S&P's concern about
the company's leveraged capital structure, aggressive acquisition
strategy, vulnerability to changes in regulation, and significant
susceptibility of profitability to increasing commodity prices.
Freedom Group's good positions in the highly competitive hunting
and shooting sports product market and well-known brands are
modest positive considerations that minimally temper these
concerns.

                           Ratings List

                        Freedom Group Inc.

          Corporate Credit Rating           B+/Stable/--

                          Ratings Revised

                        Freedom Group Inc.

                                           To     From
                                           --     ----
         10.25% sr secd notes due 2015     B      B+
           Recovery Rating                 5      4


FRONTIER COMMS: Shareholders OK Acquisition of Verizon Wireline
---------------------------------------------------------------
Frontier Communications Corporation's shareholders have
overwhelmingly voted to adopt the merger agreement pursuant to
which Frontier has agreed to acquire Verizon Communications Inc.'s
local exchange businesses in 14 states and certain related
customer relationships for long distance services, broadband
Internet access and broadband video.  The shareholders also voted
to approve an amendment to Frontier's restated certificate of
incorporation to increase the number of authorized shares of
Frontier common stock, and to approve the issuance of Frontier
common stock pursuant to the merger agreement.

"This is a resounding vote of support from our shareholders," said
Maggie Wilderotter, Chairman and CEO of Frontier.  "This
acquisition will be transformational for Frontier, giving us
greater scale, a balance sheet approaching investment grade, and a
fantastic platform for growth.  Shareholder approval marks an
important milestone in the transaction process, and we're on track
for closing during the second quarter of 2010.  Our entire team is
hard at work with their counterparts at Verizon to ensure a
successful integration.  All of us at Frontier are looking forward
to providing great products and services to our new customers and
to welcoming our new employees."

Closing of the transaction remains subject to customary closing
conditions, including receipt of regulatory approvals and
completion of financing.

              About Frontier Communications

Frontier Communications Corporation, headquartered in Stamford,
Connecticut, is the fifth largest wireline telecommunications
company in the U.S., serving more than 7 million access lines in
primarily rural areas and small- and medium-sized cities.

                        *     *     *

Fitch Ratings has maintained Frontier's Issuer Default Rating at
'BB', on Positive Watch.  Standard & Poor's Ratings Services also
retained Frontier's corporate credit rating at 'BB/Stable/--'
despite the upsizing of the Company's 8.125% senior notes due 2018
from $450 million to $600 million at the end of September 2009.


FRIAR TUCK: To Auction Spa Facility; Auction America Bids $10MM
---------------------------------------------------------------
Robin K. Cooper at The (Albany) Business Review reports that Friar
Tuck Inn of the Catskills, Inc.'s Friar Tuck Resort, Spa &
Convention Center will be auctioned off.  According to Business
Review, Auction America Realty of New York City has listed a
$10 million opening bid for the facility.

Catskill, New York-based Friar Tuck Inn of the Catskills, Inc.,
filed for Chapter 11 bankruptcy protection on May 31, 2009 (Bankr.
N.D. N.Y. Case No. 09-11996).  Its affiliate, Friar Tuck Resorts,
Inc., also filed for bankruptcy.  Sean C. Serpe, Esq., at Pelton
Serpe LLP assists Friar Tuck in its restructuring efforts.  The
Company listed up to $50,000 in assets and $1,000,001 to
$10,000,000 in liabilities.


FSG-R LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: FSG-R, LLC
        3455 Cliff Shadows Pkwy, Suite 220
        Las Vegas, NV 89129

Case No.: 09-30126

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: October 26, 2009

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

Judge: Linda B. Riegle

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: $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.


GENERAL MARITIME: Cash Balance requirement Waived by Lenders
------------------------------------------------------------
General Maritime Corporation reported its financial results for
the three and nine months ended September 30, 2009.

                Financial Review: 2009 Third Quarter

The Company recorded net income of $14.8 million, or $0.27 basic
and $0.27 diluted earnings per share, for the three months ended
September 30, 2009 compared to net income of $23.5 million, or
$0.60 basic and $0.59 diluted earnings per share, for the three
months ended September 30, 2008.  Excluding other income, the
Company recorded net income of $1.6 million or $0.03 basic and
$0.03 diluted earnings per share for the three months ended
September 30, 2009.  The Company excludes other income from net
income as a method of analyzing the cash impact of its net income.
Other income, which primarily includes an accelerated amortization
of the net time charter liability related to four Stena vessels
for which options to extend time charters were not exercised and
which will therefore be redelivered to the Company earlier than
anticipated, was $13.1 million for the quarter ended September 30,
2009.

John Tavlarios, President of General Maritime Corporation,
commented, "During the third quarter, General Maritime continued
to benefit from its sizeable time charter coverage, enabling the
Company to once again record profitable results despite a
challenging freight environment.  Consistent with its focus on
continuing to post stable and visible earnings regardless of
tanker spot rates, we entered into charters for six of our double-
hull vessels during the third quarter and current fourth quarter.
Going forward, we intend to continue to remain diligent and
opportunistically seek to increase our sizeable time charter
coverage with leading customers."

Net voyage revenue, which is gross voyage revenues minus voyage
expenses unique to a specific voyage (including port, canal and
fuel costs), decreased 6.8% to $64.1 million for the three months
ended September 30, 2009, compared to $68.8 million for the three
months ended September 30, 2008.  EBITDA for the three months
ended September 30, 2009, was $44.7 million compared to
$44.1million for the three months ended September 30, 2008.

The average daily time charter equivalent, or TCE, rates obtained
by the Company's fleet decreased by 38.6% to $23,136 per day for
the three months ended September 30, 2009, compared with $37,651
for the prior year period.  The Company's average daily rates for
vessels on spot charters decreased by 87.2% to $5,677 for the
three months ended September 30, 2009, compared to $44,425 for the
prior year period.  The average daily Suezmax spot rate was
adversely affected during the quarter due to a 75-day drydock
repositioning voyage for the Genmar Gulf.

Total vessel operating expenses, which are direct vessel operating
expenses and general and administrative expenses, increased by
23.5% to $32.1 million for the three months ended September 30,
2009, from $26.0 million for the three months ended September 30,
2008.  During the same periods, the average size of General
Maritime's fleet increased by 47.6% to 31 vessels from 21 vessels.
Daily direct vessel operating expenses decreased 2.5% to $7,923
for the quarter ended September 30, 2009, compared to $8,122 for
the prior year period.  This decrease in daily direct vessel
operating expenses reflects lower daily operating costs on our
Suezmax vessels, which resulted primarily from reduced purchases
of spare engine parts for those vessels, as well as lower daily
operating costs on our VLCC, Panamax and product carriers.
Offsetting such lower daily operating costs, daily direct vessel
operating expenses for our Aframax vessels for the three months
ended September 30, 2009, increased compared to the prior year
period, primarily as a result of increased maintenance and repair
cost associated with regulatory requirements.  General and
administrative costs decreased by 8.7% to $9.5 million for the
quarter ended September 30, 2009, compared to $10.4 million for
the prior year period.  This decrease was primarily attributable
to a reduction in our personnel costs and the elimination of costs
which resulted from the expiration of the Company's corporate
aircraft lease.

                Financial Review: Nine Months 2009

Net income was $40.9 million or $0.75 basic and $0.74 diluted
earnings per share, for the nine months ended September 30, 2009,
compared to $41.3 million, or $1.07 basic and $1.04 diluted
earnings per share, for the nine months ended September 30, 2008.
Net voyage revenues increased 9.4% to $217.8 million for the nine
months ended September 30, 2009, compared to $199.1 million for
the nine months ended September 30, 2008.  This increase was
mainly driven by an increase in the size of our fleet from 21
vessels to 31 vessels, which primarily resulted from our
acquisition of Arlington Tankers in December 2008.  EBITDA was
$130.4 million for the nine months ended September 30, 2009,
compared to $102.5 million for the nine months ended September 30,
2008.  Net cash provided by operating activities was $47.4 million
for the nine months ended September 30, 2009 compared to
$88.8 million for the prior year period.  TCE rates obtained by
the Company's fleet decreased 26.0% to $27,155 per day for the
nine months ended September 30, 2009 from $36,681 for the prior
year period, primarily as a result of declining shipping rates in
the second and third quarters of 2009.  Total vessel operating
expenses increased 23.2% to $100.0 million for the nine months
ended September 30, 2009 compared to $81.2 million for the prior
year period, primarily as a result of the increase in the size of
our fleet.  Daily direct vessel operating expenses rose 0.4% to
$8,172 for the nine month period ended September 30, 2009 from
$8,138 for the prior year period.  General and administrative
costs decreased 11.0% to $30.9 million for the nine months ended
September 30, 2009, from $34.7 million for the prior year period.
The decrease was primarily attributable to a reduction in our
personnel costs and the elimination of costs which resulted from
the expiration of our corporate aircraft lease.

As of September 30, 2009, General Maritime Corporation had
$22.3 million of cash, total assets of $1,441.7 million, and our
total debt outstanding was $955.5 million.

               General Maritime Corporation's Fleet

As of September 30, 2009, General Maritime Corporation's fleet was
comprised of 31 wholly owned tankers, consisting of two VLCC, 11
Suezmax, 12 Aframax, two Panamax and four Product tankers, with a
total carrying capacity of approximately 4.0 million deadweight
tons, or dwt.  The average age of the Company's fleet as of
September 30, 2009, by dwt is 9.3 years compared to 8.9 years as
of September, 2008.

Currently, one of General Maritime Corporation's VLCC, two Suezmax
and eight Aframax tankers are operating on the spot market.  65%
of the Company's fleet, (consisting of one VLCC, nine Suezmax,
four Aframax, two Panamax, and four Products tankers) are
currently under time charter contracts, compared to 68% of the
fleet under time charter contracts as of September 30, 2008.

During Q3 and Q4 2009 General Maritime placed six vessels on time
charter.  Including these charters General Maritime's period
coverage for calendar year 2010 is expected to be 42% of operating
days.

                   2005 Credit Facility Amendment

On October 27, 2009, the Company entered into an amendment with
the lenders under its 2005 credit facility.  Pursuant to this
amendment, the 2005 credit facility will be amended to, among
other things:

    -- Reduce the commitment under the 2005 credit facility to
       $749.8 million, the result of which is that the next
       scheduled reduction in total commitment will be April 2011

    -- Amend the net debt to EBITDA maintenance covenant to
       increase the permitted ratio to 6.5:1.0 to and including
       September 30, 2010, to 6.0:1.0 from December 31, 2010,
       until September 30, 2011, and to 5.5:1.0 thereafter.

    -- Amend the collateral vessel appraisal reporting from
       annually to semi-annually and require the Company to
       provide a collateral vessel appraisal report within 30 days
       of the effective date of the amendment.

    -- Restrict the Company's dividends to no more than $0.125 per
       quarter.

    -- Increase the applicable interest rate margin over LIBOR to
       250 basis points from 100 basis points and the commitment
       fee, which is 35% of the applicable margin, to 87.5 basis
       points from 35 basis points.

    -- Permit subsidiary guarantees in a qualified notes offering
       and obligate the Company to deliver guarantees to the
       lenders for all subsidiaries that guarantee the notes
       issued in a qualified notes offering.

    -- Waive the minimum cash balance requirement for
       September 30, 2009.  Due to an unanticipated delay in a
       customer payment at the quarter end, the Company did not
       meet the minimum cash balance requirement as of
       September 30, 2009.

The effectiveness of the amendment (other than the waiver of the
minimum cash balance, which became effective upon the signing of
the amendment on October 27, 2009) is contingent on certain
conditions precedent set forth therein, including the consummation
prior to November 30, 2009, of an offering of non-amortizing
senior unsecured notes with a minimum tenor of five years in which
the Company raises a minimum of $230 million of net proceeds,
which is referred to in this press release as a qualified notes
offering. If a qualified notes offering is not consummated, no
changes contemplated by the amendment other than the waiver of the
minimum cash balance requirement will take effect.  In such a
case, the Company intends to seek alternative amendments of the
collateral maintenance covenant on a going forward basis from the
lenders under the 2005 credit facility however with the receipt of
the waiver of the minimum cash balance requirement referred to
above, the Company is in compliance with the 2005 credit facility.
The Company intends to seek such amendments prior to the
declaration of a dividend for the third quarter.  There can be no
assurance that an agreement will be reached with the lenders.  If
the Company does obtain an amendment or waiver of these covenants,
it expects to be required to pay an increased interest rate margin
over that currently charged under the 2005 credit facility.

                  Q3 2009 Dividend Announcement

The Company's Board of Directors intends to declare a Q3 2009
quarterly dividend of $0.125 per share following the closing of a
qualified notes offering. Under the Company's dividend policy, the
Company intends to declare quarterly dividends with a target
amount of $0.125 per share.  The declaration of dividends and
their amount, if any, will depend upon the results of the Company
and the determination of the Board of Directors.

Jeff Pribor, Chief Financial Officer of General Maritime
Corporation, commented, "We appreciate the support we continue to
receive from our bank group.  By acting proactively and entering
into an amendment of the Company's 2005 credit facility, our goal
was to preserve General Maritime's long-term financial strength
and flexibility while insulating it from short-term volatility in
asset prices.  Complementing its dividend policy, General Maritime
remains committed to seeking opportunities to further grow the
Company over the long term and enter into future value-creating
transactions for shareholders."

                   About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.


GENERAL MOTORS: To Sell Former Assembly Plant to Fisker
-------------------------------------------------------
AlixPartners LLP commented on the announcement that Motors
Liquidation Co. has signed a letter of intent to complete its
first major asset sale: the sale of a former GM assembly plant in
Wilmington, Del., to premium carmaker Fisker Automotive Inc. of
Irvine, Calif., which has said it plans to build plug-in electric
vehicles in the plant.

It was announced that Fisker Automotive will be paying MLC
$18 million for the 3.2-million-sq.-ft. plant, which was
commissioned in 1947 and until this summer was building Pontiac
Solstice, Saturn Sky and Opel GT models.

"This is a big day for Wilmington, a big day for the creditors in
this case and, I believe, a good day for America," said Al Koch,
the vice chairman of AlixPartners who is currently serving as
chief executive officer of MLC.  "AlixPartners is a firm that has
long prided itself on obtaining the best possible outcomes, no
matter the odds, and that's certainly been our goal all along in
this very big, very high-profile case.  To that end, we are
extremely pleased that not only will this plant not be going away,
but that it will continue as a vehicle-assembly site, providing
employment and other commercial activity in this area."

Mr. Koch stated "We very much applaud the leadership of Governor
Markell, the Delaware congressional delegation and many others
here in helping make today's news possible.  They've worked
tirelessly to help us come up with a win-win-win outcome."

Said Ted Stenger, a managing director of AlixPartners who is
serving as executive vice president of MLC, said, "Wherever we
have facilities or properties, we continue to work with government
officials at all levels, community leaders and economic-
development experts to try to identify re-use possibilities,
consistent with the local market conditions, the attributes of
each individual property and with our obligations under the
bankruptcy code.  This sale is an example of where many separate
groups acted together to arrive at a solution beneficial to all.
Working together, we hope to have more such solutions in the
future."

                     About AlixPartners

AlixPartners -- http://www.alixpartners.com.--is a leading global
business-advisory firm offering services across four main
disciplines -- operational performance improvement and strategic
consulting, financial restructuring and bankruptcy reorganization,
litigation consulting and financial advisory services.  The firm's
expertise is in helping clients anticipate, evaluate and
successfully resolve urgent, high-impact business challenges in an
increasingly complex legal, regulatory and economic landscape.
Drawing on the experience of more than 900 employees from 14
offices across North America, Europe and Asia, the firm commits
small teams of seasoned professionals to deliver results when it
really matters.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was 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).


GIBSON GUITAR: Moody's Downgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded Gibson Guitar Corp.'s
corporate family rating to B3 from B2 largely due to Moody's
expectation of weaker than expected 2009 operating performance
versus 2008.  At the same time, the probability of default rating
was downgraded to Caa1 from B3 and the rating on the senior
secured credit facility (term loan and revolver) was downgraded to
B3 from B2.  The ratings are on review for possible further
downgrade.  Although subject to change, the LGD assessments are
not on review.

The one notch downgrade in the corporate family rating to B3 from
B2 reflects the company's expected diminishing operating
performance in 2009 versus 2008 and Moody's view that operating
performance will likely continue to be pressured for the near
term.  The downgrade also reflects Moody's concern over Gibson's
continuing delay in issuing its 2008 audited financial statements
and the risks associated with the company's corporate governance
structure.

"The review for downgrade reflects Moody's concern over Gibson's
liquidity position as the company no longer has access to its
revolving credit facility because of the delay in issuing its
financial statements by the waiver deadline" said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service.  The review
for downgrade also reflects Moody's concern about the company's
ability to comply with financial covenants over the next few
quarters as the covenants contractually adjust.

Moody's review will focus on the company's liquidity position,
including the cushion for covenant compliance and operating cash
flow.

These ratings were downgraded:

* Corporate family rating to B3 from B2;

* Probability-of-default rating to Caa1 from B3;

* $50 million senior secured revolving credit facility due 2012 to
  B3 (LGD 3, 32%) from B2 (LGD 3, 31%);

* $100 million senior secured term loan B due 2014 to B3 (LGD 3,
  32%) from B2 (LGD 3, 31%);

Headquartered in Nashville, Tennessee, Gibson Guitar Corp.
primarily manufactures and markets acoustic and electric guitars
under the Gibson and Epiphone brand names.  The company also sells
other stringed instruments and instruments related accessories
such as amplifiers, speakers, and picks/straps.  Revenues for the
twelve months ended June 28, 2009, were approximately
$300 million.

The last rating action was taken on September 9, 2009, when
Moody's revised the outlook to negative and affirmed all other
ratings.


GIBSON TRUCKING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Gibson Trucking, Inc.
        P.O. Box 978
        Thomasville, AL 36784

Bankruptcy Case No.: 09-14980

Chapter 11 Petition Date: October 26, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  P.O. BOX 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  Email: igpc@irvingrodskypc.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 Michael K. Gibson, president of the
Company.


GLOBAL BULLION TRADING: Case Summary & 7 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Global Bullion Trading Group, Inc.
           fka Schlect Group Inc.
        c/o Paul L. Orshan, P.A.
        2506 Ponce de Leon Blvd
        Coral Gables, FL 33134

Bankruptcy Case No.: 09-33124

Chapter 11 Petition Date: October 26, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Paul L. Orshan, Esq.
                  2506 Ponce de Leon Blvd
                  Coral Gables, FL 33134
                  Tel: (305) 529-9380
                  Fax: (305) 402-0777
                  Email: plorshan@orshanpa.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
7 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/flsb09-33124.pdf

The petition was signed by Ricardo J. Padron, president and
director of the Company.


GMAC INC: Offers $2.9 Billion of Guaranteed Debt
------------------------------------------------
GMAC Financial Services has priced an offering for $2.9 billion of
senior fixed rate notes guaranteed by the Federal Deposit
Insurance Corporation pursuant to the FDIC Temporary Liquidity
Guarantee Program (TLGP).  The notes are due in October 2012.

This offering further strengthens GMAC's liquidity position, which
will support the company's ability to extend credit to consumers
and businesses.

With this offering, GMAC has utilized its remaining capacity under
the TLGP.   The Company received approval to participate in the
TLGP in May 2009 for up to $7.4 billion and initially accessed the
program with a $4.5 billion offering in June 2009.

The notes and the FDIC guarantee have not been, and are not
required to be, registered with the Securities and Exchange
Commission (SEC) under the Securities Act of 1933, as amended.
The notes are being offered and sold in reliance upon an exemption
from registration with the SEC provided in Section 3(a)(2) of the
Securities Act.

About GMAC Inc.

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

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

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

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

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

                         *     *     *

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

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

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


GMAC INC: May Get Additional Government Financial Aid
-----------------------------------------------------
GMAC Financial Services Inc. is in advanced negotiations with the
U.S. Treasury Department for a third government financial
assistance, Dan Fitzpatrick and Damian Paletta at The Wall Street
Journal report, citing people familiar with the matter.

According to The Journal, the sources said that the government is
likely to inject $2.8 billion to $5.6 billion of capital into
GMAC, in addition to the $12.5 billion that the Company has
received since December 2008.  The Journal notes that the latest
infusion would come in the form of preferred stock, and the
government's 34% stake in GMAC could increase if existing shares
eventually are converted into common equity.

The Journal states that the new capital would help firm up GMAC's
balance sheet and solidify its auto-loan business.  According to
the report, federal officials also are moving to shore up GMAC's
ability to fund its daily operations.  Citing people familiar with
the matter, the report states that the Federal Deposit Insurance
Corp. told GMAC on Tuesday that it will guarantee an additional
$2.9 billion in debt.  The report says that the FDIC guarantee
will make it easier for GMAC to sell debt to investors.

People familiar with the matter said that they don't expect the
government to call for changes in GMAC management as a result of
the likely infusion, The Journal reports.

GMAC Financial Services -- http://www.gmacfs.com/-- formerly
General Motors Acceptance Corporation, is a bank holding company
with operations in North America, South America, Europe and Asia-
Pacific.  GMAC specializes in automotive finance, real estate
finance, insurance, commercial finance and online banking.  As of
December 31, 2008, the company had $189 billion in assets and
serviced 15 million customers around the world.

GMAC is the biggest lender to GM's 6,500 dealers nationwide, most
of which get the financing they need to operate and buy vehicle
inventory from the automaker, CNNMoney.com notes.

                        About GMAC Inc.

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

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

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

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

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

                         *     *     *

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

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

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


GPX INT'L: Wants to Access Cash Collateral of RBS Citizen
---------------------------------------------------------
GPX International Tire Corporation asks the U.S. Bankruptcy Court
for the District of Massachusetts for permission to use cash
collateral from its prepetition secured lender RBS Citizen N.A. to
fund business operations and payroll under the proposed budget.

The Debtor says it wants to use RBS Citizen's cash collateral
until Jan. 24, 2009.  On March 31, 2006, the lender provided
$160 million in senior credit obligations comprised of (i) a six-
year $110 million term loan facility and (ii) a five-year
$50 million revolving credit facility.

The Debtor relates that access of RBS Citizen's cash collateral is
vital to the preservation and maintenance of the going concern
value of the Debtor and a successful reorganization.

As adequate protection, RBS Citizen will be granted a valid,
binding, enforceable and perfected replacement security interest
in and lien on all present and future property of the Debtor.

A full-text copy of the Debtor's cash collateral budget is
available for free at

                      About GPX International

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

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


GRUBB & ELLIS: Has $90 Million Preferred Equity Transaction
-----------------------------------------------------------
Grubb & Ellis Company has entered into definitive agreements with
qualified institutional buyers and accredited investors to effect
the sale of 900,000 shares of a new issuance of a 12% cumulative
participating perpetual convertible preferred stock for $90
million in gross proceeds.

The company has also granted the initial purchaser and placement
agent a 45-day option to purchase up to an additional 100,000
shares of preferred stock.

The closing of the transaction is expected to occur Nov. 6, 2009,
and the company intends to use the offering proceeds to repay in
full its credit facility at the agreed reduced principal amount
equal to approximately 65% of the principal amount outstanding
under such facility.  The balance of the offering proceeds will be
used for general working capital purposes and transaction costs.

As part of the preferred stock offering, the $5 million
subordinated loan provided on Oct. 2, 2009 to the company by an
affiliate of its largest stockholder will be converted into the
preferred stock at the offering price and accrued interest will be
paid with respect to the subordinated loan.

"This is a transformational event for Grubb & Ellis. Upon closing,
Grubb & Ellis will be one of the stronger capitalized companies in
the real estate services industry," said C. Michael Kojaian, the
company's chairman and largest stockholder. "We are extremely
pleased with the demand for the security and the quality of the
institutional investors attracted to the company."

The company intends to immediately seek stockholder approval to
amend its certificate of incorporation to, among other things,
increase the authorized capital of the company.  In the event the
requisite stockholder approval is obtained to increase the
company's authorized capital, each share of preferred stock would
thereafter be convertible into 60.606 shares of common stock,
equivalent to a conversion price of $1.65 per share of common
stock, and is a 10.0 percent premium to the closing price of the
company's common stock on Oct. 22, 2009.

"Upon completion of the transaction, the company will have a much
improved balance sheet, with minimal debt obligations and
additional working capital to fund our growth initiatives," said
Richard W. Pehlke, executive vice president and chief financial
officer.  "This positions us well to build on the strengths of our
service and investment capabilities with increased operating
flexibility."

Holders of the preferred stock are entitled to voting rights equal
to the number of shares of common stock into which the preferred
stock is convertible on an "as if" converted basis and, except as
otherwise required by law, will vote together with holders of
common stock as one class on all matters in which holders of
common stock are entitled to vote.  Holders of the preferred stock
will also have a separate class vote with respect to certain
limited matters.

Although this transaction would normally require approval of the
company's stockholders according to the rules of the New York
Stock Exchange, the NYSE shareholder approval policy provides an
exception in those cases where the delay in securing stockholder
approval would seriously jeopardize the financial viability of the
listed company.  In accordance with the NYSE rule providing such
exception, the audit committee of the board of directors of the
company has approved of the company's reliance on the exception
and the Company has submitted an application to the NYSE for
approval.

JMP Securities acted as the initial purchaser and sole placement
agent on the preferred equity offering.

                     Terms of Preferred Stock

The terms of the Preferred Stock provide for cumulative dividends
from and including the date of original issuance in the amount of
$12.00 per share each year.  Dividends on the Preferred Stock will
be payable when, as and if declared, quarterly in arrears, on
March 31, June 30, September 30 and December 31, beginning on
December 31, 2009. In addition, in the event of any cash
distribution to holders of the Common Stock, holders of Preferred
Stock will be entitled to participate in such distribution as if
such holders had converted their shares of Preferred Stock into
Common Stock.

If the Company fails to pay the quarterly Preferred Stock dividend
in full for two consecutive quarters, the dividend rate will
automatically be increased by 0.50% of the initial liquidation
preference per share per quarter (up to a maximum amount of
increase of 2% of the initial liquidation preference per share)
until cumulative dividends have been paid in full.  In addition,
subject to certain limitations, in the event the dividends on the
Preferred Stock are in arrears for six or more quarters, whether
or not consecutive, subject to the passage of the amendment to the
Company's Certificate of Incorporation discussed above, holders
representing a majority of the shares of Preferred Stock voting
together as a class with holders of any other class or series of
preferred stock upon which like voting rights have been conferred
and are exercisable will be entitled to nominate and vote for the
election of two additional directors to serve on the board of
directors until all unpaid dividends with respect to the Preferred
Stock and any other class or series of preferred stock upon which
like voting rights have been conferred or are exercisable have
been paid or declared and a sum sufficient for payment has been
set aside therefor.

During the six month period following the closing of the Offering,
if the Company issues any securities, other than certain permitted
issuances, and the price per share of the Common Stock (or the
equivalent for securities convertible into or exchangeable for
Common Stock) is less than the then current conversion price of
the Preferred Stock, the conversion price will be reduced pursuant
to a weighted average anti-dilution formula.

Holders of Preferred Stock may require the Company to repurchase
all, or a specified whole number, of their Preferred Stock upon
the occurrence of a "Fundamental Change" with respect to any
Fundamental Change that occurs (i) prior to November 15, 2014, at
a repurchase price equal to 110% of the sum of the initial
liquidation preference plus accumulated but unpaid dividends, and
(ii) from November 15, 2014 until prior to November 15, 2019, at a
repurchase price equal to 100% of the sum of the initial
liquidation preference plus accumulated but unpaid dividends.  On
or after November 15, 2014, the Company may, at its option, redeem
the Preferred Stock, in whole or in part, by paying an amount
equal to 110% of the sum of the initial liquidation preference per
share plus any accrued and unpaid dividends to and including the
date of redemption.

In the event of certain events that constitute a "Change in
Control" prior to November 15, 2014, the conversion rate of the
Preferred Stock will be subject to increase.  The amount of the
increase in the applicable conversion rate, if any, will be based
on the date in which the Change in Control becomes effective, the
price to be paid per share with respect to the Common Stock and
the transaction constituting the Change in Control.

The Company has agreed to enter into a registration rights
agreement with one of the lead investors (and its affiliates) with
respect to the shares of Preferred Stock, and the Common Stock
issuable upon the conversion of such Preferred Stock, that was
acquired by such lead investor (and affiliates) in the Offering.
No other purchasers of the Preferred Stock in the Offering will
have the right to have their shares of Preferred Stock, or shares
of Common Stock issuable upon conversion of such Preferred Stock,
registered.  In addition, subject to certain limitations, the lead
investor who acquired the registration rights also has certain
preemptive rights in the event the Company issues for cash
consideration any Common Stock or any securities convertible into
or exchangeable for Common Stock (or any rights, warrants or
options to purchase any such Common Stock) during the six-month
period subsequent to the closing of the Offering.  The preemptive
right is intended to permit such lead investor to maintain its pro
rata ownership of the Preferred Stock acquired in the Offering.

The Company and each of its directors and certain of its executive
officers have agreed to a 180-day lockup with respect to all of
their securities in the Company.

Generally, the New York Stock Exchange rules require stockholder
approval prior to the issuance of Common Stock, or securities
convertible into or exercisable for Common Stock, and certain
transactions, including any transaction with (1) a director,
officer or substantial securityholder of the Company, (2) a
subsidiary, affiliate or other closely related person of a Related
Party, or (3) any company or entity in which a Related Party has a
substantial direct or indirect interest, if the number of shares
of Common Stock to be issued, or if the number of shares of Common
Stock into which the securities may be convertible or exercisable,
exceeds either 1% of the number of shares of Common Stock or 1% of
the voting power outstanding before the issuance (or 5% if the
Related Party has no other relationship other than being a
substantial stockholder and the issuance relates to a sale of
stock at a price greater than or equal to each of the book and
market values of the Company's Common Stock).

Under the NYSE rules, the Company would ordinarily be required to
obtain prior stockholder approval of the issuance of the Preferred
Stock as a consequence of the participation of certain of the lead
investors in the Offering.  The Company has not sought or obtained
such stockholder approval, and due to its exigent need for
financing, applied to the NYSE for an exception from the
stockholder approval requirements that could otherwise be
implicated by this transaction under the NYSE's financial hardship
exception, which has also been approved by the Company's Audit
Committee, as required.  The Company expects the NYSE exception to
be effective as of November 6, 2009.

Holders of the Preferred Stock are entitled to voting rights equal
to the number of shares of Common Stock into which the Preferred
Stock is convertible, on an "as if" converted basis, except as
otherwise provided by law.  The holders of the Preferred Stock
vote together with the holders of Common Stock as one class on all
matters on which holders of Common Stock vote, and vote as a
separate class with respect to certain matters.

Upon any liquidation, dissolution or winding up of the Company,
holders of the Preferred Stock will be entitled, prior to any
distribution to holders of any securities ranking junior to the
Preferred Stock, including but not limited to the Common Stock,
and on a pro rata basis with other preferred stock of equal
ranking, a cash liquidation preference equal to the greater of (i)
110% of the sum of the initial liquidation preference per share
plus accrued and unpaid dividends thereon, if any, from November
6, 2009, the date of the closing of the Offering, and (ii) an
amount equal to the distribution amount each holder of Preferred
Stock would have received had all shares of Preferred Stock been
converted to Common Stock.

                        Investor Presentation

In connection with the Offering, investors were advised, among
other things, that the Company currently provides property and
management services for approximately 300 million square feet of
commercial and multifamily real estate.  In addition, as of June
30, 2009, the Company had raised more than $4.5 billion in
investor equity for various investment programs service 1998.  In
doing so, the Company has completed approximately $12 billion of
acquisitions and dispositions over the past 11 years, and its
current portfolio of assets under management exceeds $6.9 billion.

Investors were also advised that the Company currently expects to
generate gross revenue between $132 and $136 million and adjusted
earnings before interest, taxes, depreciation and amortization
between $1 million and $2 million for the third quarter of 2009.
In addition, investors were also advised that the Company
currently expects to generate gross revenue between $149 million
and $161 million and adjusted EBITDA between $6 million and $10
million for the fourth quarter of 2009.  In connection with fiscal
year 2010, investors were advised that the Company currently
expects to generate gross revenue between $640-$695 million and
adjusted EBITDA of $22-$30 million.

JMP Securities acted as the exclusive placement agent in
connection with the Offering, and in connection therewith will
receive customary indemnification from the Company.  Upon the
closing of the sale of the $90 million of Preferred Stock, the
Company expects to receive net proceeds of approximately $85.5
million after deducting the initial purchaser's discounts and
estimated offering expenses.

As reported by the Troubled Company Reporter, Grubb & Ellis on
October 1, 2009, obtained an amendment to its senior secured
revolving credit facility which, among other things, modifies and
provides the Company an extension from September 30, 2009, to
November 30, 2009, to (i) effect its recapitalization plan and in
connection therewith to effect a prepayment of at least 72% of the
Revolving Credit A Advances, and (ii) sell four commercial
properties, including the two real estate assets that the Company
had previously acquired on behalf of Grubb & Ellis Realty
Advisors, Inc.

                    About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Grubb
& Ellis Company (NYSE: GBE) -- http://www.grubb-ellis.com/-- is
one of the largest and most respected commercial real estate
services and investment companies in the world.  Its 6,000
professionals in more than 130 company-owned and affiliate offices
draw from a unique platform of real estate services, practice
groups and investment products to deliver comprehensive,
integrated solutions to real estate owners, tenants and investors.
The firm's transaction, management, consulting and investment
services are supported by highly regarded proprietary market
research and extensive local expertise.  Through its investment
subsidiaries, the company is a leading sponsor of real estate
investment programs that provide individuals and institutions the
opportunity to invest in a broad range of real estate investment
vehicles, including public non-traded real estate investment
trusts (REITs), tenant-in-common (TIC) investments suitable for
tax-deferred 1031 exchanges, mutual funds and other real estate
investment funds.


GULF COUNTY: Moody's Cuts Ratings on $6.6 Mil. Tax Bonds to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 Gulf
County's (Florida) underlying Limited Ad Valorem Tax bond rating,
affecting $6.6 million in outstanding parity debt.  The bonds are
secured by a limited tax up to 6 mills levied and collected in the
Gulfside Front Municipal Services Taxing Unit and up to 4 mills in
the Gulfside Interior MSTU.  The downgrade reflects that the
MSTU's pledged revenue is insufficient to fully cover annual debt
service and the severe decline in both the Gulfside Front and
Interior MSTU's tax roll in fiscal 2010, which is expected to
further decline in fiscal 2011.  The downgrade also considers the
small and vulnerable tax base and permanent population.  The Ba1
rating incorporates management's positive response in adopting an
ordinance that allows the operating millage rate to be raised up
to 10 mills in each MSTU, generating sufficient operating funds
(not pledged) to fully pay the MSTU's debt obligations.

In fiscal 2008, property tax collections declined to a low 93.5%
due to a tax appeal.  As such, pledged revenue provided 0.95x
(times) coverage for debt service.  The shortfall in revenue was
mitigated by approximately $100,000 in investment income.  Based
on unaudited fiscal 2009 results, property tax collections came in
slightly stronger than in previous years at 98.03%, prior years'
tax collection rates averaged between 96% and 97%, generating more
than enough revenue to pay debt service, although coverage is low
at 1.18x.  As a result of the weakened housing market and related
declines in real estate, the Gulfside Front and Interior MSTU's
fiscal 2010 tax rolls declined 21% and 25%, respectively.  Due to
the significant decline in the tax rolls, officials recognized
that the pledged millage rate would not generate sufficient funds
at $1.6 million (assuming a 95% collection rate) to fully cover
debt service at $1.84 million.  Accordingly, the Board of County
Commissioners adopted an ordinance that allows the BOCC to raise
the tax rate up to 10 mills in both the Gulfside Interior and
Front MSTUs.  As such, the fiscal 2010 millage for the Front MSTU
was set at 7.33 mills and 3.46 mills for the Interior MSTU.  Based
on the 2009 tax roll of $354 million ($185.7 million for Gulfside
Front and $168.6 million for Gulfside Interior) levying at the set
mill rate at 7.33 mills and 3.46 mills respectively for each, at a
95% collection rate, would generate $1.84 million in total
operating revenue in relation to annual debt service of
$1.84 million, or a narrow one time coverage.  Of note, when
assuming last year's tax collection rate of 98%, total available
operating revenues still provide lean coverage at 1.03x.

There is a debt service reserve funded one-half with cash and one-
half with a surety provided by Assured Guaranty (rated Aa2, rating
on review for possible downgrade).  Officials report there is an
additional $500,000 available to pay debt service, if needed.  The
funds were generated from contractor costs for the beach
renourishment project coming in below budget.  There is no
authorization to issue additional bonds under this security.  The
county's debt portfolio consists entirely of fixed rate borrowing
and the county has not entered into any derivative agreements.

                          Key Statistics

* Security: Limited taxes up to 6 mils (Gulfside Front) and 4
  mills (Gulfside Interior) levied and collected within two MSTUs

* Number of Taxed Parcels: 1,298 (440 Gulfside Front and 858
  Gulfside Interior)

* Tax Collection History: 96% to 98%

* Value of Pledged Milllage (2010 tax roll at 95% collection
  rate): $1.6 million

* Value of Operating Millage (2010 tax roll at 95% collection
  rate): $1.84 million

* Maximum Annual Debt Service: $1.84 million

* Fiscal 2010 Debt Service Coverage: 0.8x (pledged millage)

* Fiscal 201 Debt Service Coverage: 1x (operating millage)

* Total Limited Ad Valorem Debt Outstanding: $6.6 million

The last rating action was on December 4, 2006, when the initial
underlying Baa3 rating was assigned to the county's Limited Ad
Valorem Tax Bonds, Series 2006.


HAM'S RESTAURANTS: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Ham's Restaurants Inc. has filed for Chapter 11 bankruptcy
protection.

Citing Ham's Restaurant spokesperson Amanda Jones, myfox8.com
relates that the Company won't close any of its restaurants.
Ham's Restaurant owner Charlie Erwin in said in a statement,
"Ham's main priority at this time is to keep its employees
working, along with continuing to serve the communities we have
been a part of for many years."

Ham's Restaurants Inc. operates 14 locations in North Carolina and
Virginia.  Founded in 1935, Ham's has several restaurants in the
Triad, including the original location on Friendly Ave. in
Greensboro.


HARTMARX CORP: PEI Seeks Halt of Skadden Fees in Hartmarx Ch. 11
----------------------------------------------------------------
Law360 reports that the owner of the Perry Ellis brand of apparel
has objected to Skadden Arps Slate Meagher & Flom LLP's bid for
$2.3 million in legal fees for serving as counsel to Hartmarx
Corp., alleging the damages from its trademark infringement suit
pending against Hartmarx, coupled with Skadden's fees, could make
the bankruptcy estate administratively insolvent.

Based in Chicago, Illinois, Hartmarx Corporation --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HELLER EHRMAN: Panel Head Expects Art Auction to Generate Less
--------------------------------------------------------------
According to Nate Raymond at New York Law Journal, Peter
Benvenutti, the chair of Heller Ehrman's dissolution committee who
is now at Jones Day in San Francisco, said he expected the auction
of the bankrupt law firm's artwork to generate "a small fraction
of the original cost" of the art, which he said was substantially
more than $1 million.

"The short of it is the timing of the sale is not driven by the
art market. The timing of the sale is driven by the process in the
dissolution and bankruptcy case," Mr. Benvenutti said, according
to the report.

Auctioneer Bonhams & Butterfields will commence selling off
Heller's art collection in November.  The sale will run through
next year.

According to Mr. Raymond, Bonham appraised the entire collection
as worth between $610,000 and $771,000 at auction.  The report
added that Martin Gammon, director of business development for
Bonhams, said in an interview that value was based on an initial
review of thumbnails of the art.  It will likely actually earn
more than $1 million, he said.

The report noted that Bonhams will take a 9% commission for fine
art and 20% for "intermediate" collections.  Heller considered
auctioning the art through Sotheby's, "but they were only
interested in selling certain high-end pieces of the collections,"
Kyle Everett, a vice president at Heller's financial advisor,
Development Specialists Inc., said in an August affidavit, the
report added.

The report also noted that some art has already been sold outside
of the auction process.  The bankruptcy court in September
approved the sale of 14 pieces of fine art previously in Heller's
Hong Kong office to Winston & Strawn for $10,000, the report said.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif. Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed between $50 million and $100 million
each in assets and debts in its bankruptcy petition.


HO YUN: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------
Debtor: Ho K. Yun
        922 Nordica Dr
        Los Angeles, CA 90066

Bankruptcy Case No.: 09-39379

Chapter 11 Petition Date: October 26, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: John A. Goalwin, Esq.
                  350 S Figueroa, St. #499
                  Los Angeles, CA 90071
                  Tel: (310) 785-3800

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
6 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-39379.pdf

The petition was signed by Ho K. Yun.


HOVNANIAN ENTERPRISES: Announces Closing of $785MM Notes Offering
-----------------------------------------------------------------
Hovnanian Enterprises, Inc., on October 20, 2009, announced the
closing of the private placement offering of $785.0 million of
10-5/8% Senior Secured Notes due 2016 issued by K. Hovnanian
Enterprises, Inc., a wholly owned subsidiary of the Company, and
guaranteed by the Company and substantially all of its
subsidiaries.  The New Secured Notes and the guarantees thereof
will be secured on a first-priority lien basis by substantially
all the assets owned by the Company and the guarantors, subject to
permitted liens and certain exceptions. The proceeds of the New
Secured Notes offering were used, together with cash on hand, to
fund the Tender Offers.  In connection with the New Secured Notes
Offering, K. Hovnanian terminated its revolving credit facility
and entered into certain letter of credit facilities.

The New Secured 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.  The New Secured Notes 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.

                           Tender Offers

The Company also announced the expiration and final results of
K. Hovnanian's tender offers to purchase for cash (i) any and all
of its outstanding 11-1/2% Senior Secured Notes due 2013, (ii) any
and all of its outstanding 18% Senior Secured Notes due 2017, and
(iii) the maximum aggregate principal amount of its outstanding 8%
Senior Notes due 2012, 6-1/2% Senior Notes due 2014, 6-3/8% Senior
Notes due 2014, 6-1/4% Senior Notes due 2015, 7-1/2% Senior Notes
due 2016, and 6-1/4% Senior Notes due 2016, to be purchased for a
maximum aggregate consideration, excluding accrued and unpaid
interest, of $100.0 million.  In connection with the 2013 Secured
Notes Tender Offer and the 2017 Secured Notes Tender Offer, K.
Hovnanian solicited and received, consents to amend certain
provisions of the indentures governing the Secured Notes.

Each Tender Offer expired at 12:00 midnight, New York City time,
on October 19, 2009.  Holders of Notes were required to have
validly tendered and not withdrawn their Notes on or prior to
5:00 p.m., New York City time, on October 2, 2009, to receive the
Total Consideration for their Notes.  The Total Consideration
includes an early tender consideration of $50 for each $1,000
principal amount of Notes validly tendered on or before the Early
Tender Date and accepted in the applicable Tender Offer.  Holders
that validly tendered their Notes after the Early Tender Date and
on or prior to the Expiration Date received only the Tender Offer
Consideration for such Notes, which is equal to the Total
Consideration for such Notes less the Early Tender Consideration.
Holders of Notes tendered and accepted in the Tender Offers also
received accrued and unpaid interest from the applicable last
interest payment date to, but not including, the payment date for
the Tender Offers.

The table shows the amount of Notes validly tendered and not
validly withdrawn at the Expiration Date.

                               Principal
                               Amount
  Title of                     Tendered
  Security        Outstanding  As of         Outstanding  Acceptance
  Secured         Principal    Expiration    Notes        Priority
  Notes           Amount(1)    Date          Tendered     Level
  --------        -----------  ------------  -----------  ----------
11-1/2% Senior
Secured Notes
due 2013         $600,000,000  $599,522,000      99.9%        N/A

18% Senior
Secured Notes
due 2017          $29,299,000   $17,597,000      60.1%        N/A

8% Senior Notes
due 2012          $43,500,000    $7,946,000      18.3%         1

6-1/2% Senior
Notes due 2014   $144,000,000   $57,101,000      39.7%         2

6-3/8% Senior
Notes due 2014   $114,300,000   $23,554,000      20.6%         3

6-1/4% Senior
Notes due 2015   $129,300,000   $36,632,000      28.3%         4

7-1/2% Senior
Notes due 2016   $172,500,000   $64,668,000      37.5%         5

6-1/4% Senior
Notes due 2016   $173,200,000   $73,588,000      42.5%         6

   (1) As of July 31, 2009.

                  Secured Notes Tender Offers and
                   Related Consent Solicitations

K. Hovnanian accepted for purchase all $599,522,000 of the 2013
Secured Notes and all $17,597,000 of the 2017 Secured Notes that
were validly tendered (and not withdrawn).

Based on the consents received in the Consent Solicitations, K.
Hovnanian, the Company, the guarantors and the applicable trustee
under the indentures for the Secured Notes have entered into
supplemental indentures that among other things, (i) permit the
incurrence of additional first lien secured debt, (ii) eliminate
the limitation on repurchase of certain debt (iii) amend the
definition of refinancing indebtedness (in the case of the 2017
Secured Notes) and (iv) permit the incurrence of additional
debtor-in-possession financing (in the case of the 2013 Secured
Notes).  The supplemental indentures became effective today upon
acceptance for payment of the Secured Notes tendered pursuant to
the Secured Notes Tender Offers.

                   Unsecured Notes Tender Offer

K. Hovnanian accepted for purchase all 8% 2012 Notes, 61/2% 2014
Notes, 63/8% 2014 Notes and 61/4% 2015 Notes and $198,000 71/2%
2016 Notes validly tendered (and not withdrawn).  Because the
Unsecured Notes Tender Offer was oversubscribed, K. Hovnanian
accepted Unsecured Notes tendered in accordance with the
"Acceptance Priority Level" as set forth in the table, with
Level 1 being the highest priority.  The amount of 71/2% 2016
Notes K. Hovnanian accepted was based on a proration factor of
0.33%. None of the 61/4% 2016 Notes were accepted for payment in
the Unsecured Notes Tender Offer.

K. Hovnanian did not solicit any consents from the holders of
Unsecured Notes.

The terms and conditions of the Tender Offers and Consent
Solicitations are described in the Offer to Purchase and Consent
Solicitation Statement, dated September 21, 2009, as amended and
supplemented, and in the related Consent and Letter of
Transmittal.  Credit Suisse Securities (USA) LLC served as dealer
manager for the Tender Offers and as solicitation agent for the
Consent Solicitations, and Bondholder Communications Group served
as the information and tender agent.

                            Indenture

On October 20, 2009, K. Hovnanian Enterprises entered into an
Indenture among K. Hovnanian, Hovnanian, the other guarantors
named therein and Wilmington Trust Company, as trustee, under
which K. Hovnanian issued $785,000,000 aggregate principal amount
of 10-5/8% Senior Secured Notes due 2016 which are guaranteed by
Hovnanian and substantially all of its subsidiaries.

Each of Hovnanian's subsidiaries, except for certain of its
financial service subsidiaries and joint ventures and subsidiaries
holding interests in joint ventures, is a guarantor of the New
Secured Notes.  The New Secured Notes and the guarantees are
secured, subject to permitted liens and certain exceptions, by a
first-priority lien on substantially all of the assets owned by K.
Hovnanian, Hovnanian and the other guarantors.

The New Secured Notes bear interest at 10-5/8% per annum and
mature on October 15, 2016.  Interest is payable semi-annually on
April 15 and October 15 of each year, beginning on April 15, 2010,
to holders of record at the close of business on April 1 or
October 1, as the case may be, immediately preceding each such
interest payment date.

The Indenture contains restrictive covenants that limit among
other things, the ability of Hovnanian and certain of its
subsidiaries, including K. Hovnanian, to incur additional
indebtedness, pay dividends and make distributions on common and
preferred stock, repurchase senior secured, senior and
subordinated notes and common and preferred stock, make other
restricted payments, make investments, sell certain assets, incur
liens, consolidate, merge, sell or otherwise dispose of all or
substantially all of its assets and enter into certain
transactions with affiliates.  The Indenture also contains
customary events of default which would permit the holders of the
New Secured Notes to declare those New Secured Notes to be
immediately due and payable if not cured within applicable grace
periods, including the failure to make timely payments on the New
Secured Notes or other material indebtedness, the failure to
satisfy covenants, the failure of the documents granting security
for the New Secured Notes to be in full force and effect, the
failure of the liens on any material portion of the collateral
securing the New Secured Notes to be valid and perfected and
specified events of bankruptcy and insolvency.

                    About Hovnanian Enterprises

Hovnanian Enterprises, Inc. (NYSE: HOV), founded in 1959 by Kevork
S. Hovnanian, is headquartered in Red Bank, New Jersey.  The
Company is one of the nation's largest homebuilders with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York,
North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The Company's homes are marketed and
sold under the trade names K. Hovnanian(R) Homes(R), Matzel &
Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes,
Oster Homes, First Home Builders of Florida and CraftBuilt Homes.
As the developer of K. Hovnanian's(R) Four Seasons communities,
the Company is also one of the nation's largest builders of active
adult homes.

As of July 31, 2009, the Company had $2.28 billion in total assets
and $2.34 billion in total liabilities, resulting in stockholders'
deficit of $104.5 million.

                           *     *     *

Hovnanian carries S&P's "CCC" corporate credit rating; Moody's
"Caa1" corporate family rating; and Fitch's "CCC" Issuer Default
Rating.


HOWARD JOHNSON: Hotel Auction Set on November 19
------------------------------------------------
United County Ohio Realty & Auction Group is selling at auction a
former Howard Johnson hotel located off of I-280 and I-80/I-90.
The property has excellent highway visibility.

"The sale is free and clear of liens since it is being sold
subject to court order," comments Richard Kruse, the court-
appointed receiver.  "From time to time we become involved in a
project that we believe will sell best through an immediate
auction, and this is one of those times."

The property lies on 8.99 +/- acres and has most of the
furnishings throughout.  Amenities include a banquet room, indoor
pool, restaurant, bar/lounge, and 138 rooms among multiple
buildings.

"Earlier this year, the property was an operating concern but it
has since shut down," further comments Mr. Kruse.  "An experienced
hotel operator can get this property re-opened and start making
money with it again."

"The property is an excellent hospitality turnaround deal," notes
Stephen Karbelk, CAI, AARE, President of National Commercial
Auctioneers, the marketing company promoting the auction for the
broker.  "Since this is a real sale, the real buyers will seek out
this opportunity and bid to buy it."

In addition to the hotel, there is a small former gas station
parcel in front of the property that is also conveying.  For
access purposes, both the hotel and the gas station property need
to be sold together.

The property is being sold pursuant to a pending court order with
the District Court and the US Bankruptcy Court.

National Commercial Auctioneers LLC --
http://www.natcomauctions.com/-- is a nationwide real estate
auction company that specializes in the sale of commercial real
estate at auction for bankers, receivers and bankruptcy courts.
Established in December 2008, NCA is one of the fastest growing
real estate auction companies in the country.  With its corporate
marketing office in Tulsa, OK, NCA has representatives in the
Carolinas, Florida, Maryland, Texas, and Virginia.


JAN THOMAS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jan R. Thomas
        202 Jersey Street
        Rehoboth Beach, DE 19971

Bankruptcy Case No.: 09-13727

Chapter 11 Petition Date: October 26, 2009

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

Judge: Kevin Gross

Debtor's Counsel: Stephen W. Spence, Esq.
                  Phillips, Goldman & Spence
                  1200 N. Broom Street
                  Wilmington, DE 19806
                  Tel: (302) 655-4200
                  Fax: (302) 655-4210
                  Email: sws@pgslaw.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
20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/deb09-13727.pdf

The petition was signed by Jan R. Thomas.


KANDERSTEG INC: Owner Admits Not Paying Payroll Taxes
-----------------------------------------------------
Stephen Ritter, the owner of Kandersteg Inc., pled guilty to not
paying more than $6.2 million in payroll taxes between 2001 and
2007, Pete Shellem at The Patriot-News reported.

According to the report, Mr. Ritter:

     -- is scheduled to enter the plea on Oct. 27 before
        U.S. District Judge Edwin M. Kosik; and

     -- faces a maximum of 5 years in prison and a $250,000 fine.

Kandersteg is a Hampden Township, Cumberland County-based delivery
company.  It filed for bankruptcy in June 2007 before the U.S.
Bankruptcy court for the Middle District of Pennsylvania
(Harrisburg).  It went out of business in 2008.


LAKE TAHOE: To Submit Preliminary Status Report on Dec. 2
---------------------------------------------------------
Lake Tahoe Development Co. managing partner Randy Lane must submit
by December 2 a preliminary status report as part of the Company's
bankruptcy proceedings, court documents say.  Adam Jensen at
TahoeDailyTribune.com relates that to be included in the status
report are reasons for the bankruptcy filing and whether any
litigation is anticipated from the filing -- either from valuation
of the company's assets or from potential violations of state and
federal environmental laws.  According to court documents, Mr.
Lane must disclose in the report whether he intends to reorganize
the Company or liquidate its assets.  A 341 meeting is also set
for November 6, TahoeDailyTribune.com states.

Based in Zepher Cove, Nevada, Lake Tahoe Development Co., LLC,
operates a real estate business.  The Company filed for Chapter 11
protection on Oct. 5, 2009 (Bankr. E.D. Calif. Case no. 09-41579).
In its petition, the Debtor listed assets between $100,000 and
$500 million, and debts between $50 million and $100 million.


LAKESIDE NURSING: To Exit Ch 11; Cayuga Ridge to Take Over Assets
-----------------------------------------------------------------
Krisy Gashler at The Ithaca Journal reports that in November, a
new management company, Cayuga Ridge LLC, is taking over Lakeside
Nursing Home, which is emerging from Chapter 11 bankruptcy.  The
Ithaca Journal relates that Lakeside Nursing employees are being
told to reapply for their jobs, with lower wages and no more
pensions.  Citing Lakeside Nursing administrator Pat Deptula, the
report states that Peregrine Health Management Company has been
the somewhat restricted owner of Lakeside since September 2000.
Peregrine Health took over as receiver in Lakeside Nursing's
bankruptcy proceedings.  Ms. Daptula, according to The Ithaca
Journal, said that she will remain as administrator, while Cayuga
Ridge will rename Lakeside Nursing as Cayuga Ridge and eventually
restructure the 260-bed nursing home into a 100-bed nursing home,
a 90-bed adult home for low-income Medicaid patients, and a 25-
slot adult day health care program.


LAS PLUMAS LUMBER: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Las Plumas Lumber & Truss Co., LLC
        6464 33rd Street
        Riverside, CA 92509

Bankruptcy Case No.: 09-35531

Chapter 11 Petition Date: October 26, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Jeffrey S. Shinbrot, Esq.
                  8200 Wilshire Blvd, Suite 400
                  Beverly Hills, CA 90211
                  Tel: (310) 659-5444
                  Fax: (310) 878-8304
                  Email: shinbrot@earthlink.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
10 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-35531.pdf

The petition was signed by Richard B. Neff.


LE-NATURE'S INC: Judge Refuses to Toss Racketeering Suit
--------------------------------------------------------
According to Law360, a federal judge has refused to reconsider her
dismissal of Wachovia Corp.'s previous bid to toss out a
racketeering suit brought by the liquidation trustee for Le-
Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LEVEL 3: Has Standstill Deal with Southeastern Asset Management
---------------------------------------------------------------
Level 3 Communications, Inc., and Southeastern Asset Management,
Inc., entered into a Standstill Agreement on October 26, 2009,
which amended and restated the standstill agreement between the
Company and Southeastern dated as of November 19, 2007.

The Standstill Agreement supersedes the standstill and restriction
on transfer provisions that were agreed to by the Company and
Southeastern in the November 2009 standstill agreement by
increasing the total number of shares of common stock that
Southeastern may beneficially own and extending the term of the
standstill agreement from February 2011 to February 2013.

Pursuant to the provisions of the Standstill Agreement,
Southeastern will not, until February 18, 2013, without the prior
written consent of a majority of the entire Board of Directors of
the Company, either directly or indirectly (including in a manner
willfully designed to circumvent the following provisions), alone
or in concert with others:

     (i) in any manner acquire, agree to acquire or make any
         public proposal to acquire (whether directly or
         indirectly, by purchase, tender or exchange offer):

         A) any material assets of the Company or any subsidiary
            of the Company; or

         B) any common stock, voting securities or derivative
            securities of the Company (x) other than in open
            market transactions that do not involve the issuance
            of common stock by the Company and (y) unless after
            giving effect to such acquisition Southeastern would
            Beneficially Own (as defined in the Standstill
            Agreement) less than 557,300,000 shares of the
            Company's common stock (subject to appropriate
            adjustment to take into account any stock splits,
            subdivisions, stock dividends, combinations,
            reclassifications or similar events occurring after
            the date hereof); provided that Southeastern will in
            no event make any such acquisition for its own account
            or on behalf of any advisory client if it or such
            advisory client is on the date of such purchase or
            would become, as a result of such purchase, a "5%
            shareholder" of the Company within the meaning of
            Section 382 of the Internal Revenue Code of 1986, as
            amended, and the regulations promulgated thereunder
            (including all applicable attribution rules);

    (ii) enter into any arrangements, understandings or agreements
         (whether written or oral) with any person or take any
         action, that would cause, or have the effect of causing,
         directly or indirectly, (1) a "change of control" as
         defined in the indentures, supplemental indentures or
         credit agreements, as the case may be, relating to any
         indebtedness for borrowed money of the Company or any of
         its subsidiaries or (2) the Company to undergo an
         "ownership change" within the meaning of the Code;

   (iii) form, join or participate in a Group (as defined by the
         SEC's rules) in connection with any of the foregoing; or

    (iv) make or cause the Company to make a public announcement
         regarding any intention of Southeastern to take an action
         which would be prohibited by any of the foregoing.

In addition, until February 18, 2013, Southeastern will not sell,
assign, pledge, transfer or otherwise dispose or encumber to any
person or persons any shares of the Company's common stock that it
Beneficially Owns (x) in negotiated transactions (including in
accordance with Rule 144A under the Securities Act of 1933, as
amended) if such person (together with its affiliates) would
Beneficially Own, after giving effect to such Transfer (or series
of Transfers), 20% or more of the common stock; provided that a
sale of common stock by Southeastern in an open market broker sale
transaction complying with Rules 144(f) and (g)(1) and (g)(2)
under the Securities Act without knowledge by Southeastern of the
identity of the acquiror at the time of the sale transaction will
not constitute a negotiated transaction, or (y) if the price paid
in such transaction is at a premium to the then-current market
price of the common stock during regular trading hours on the
national securities exchange on which the common stock is then
traded.

Southeastern will be permitted, however, to tender any shares of
common stock it Beneficially Owns pursuant to a tender offer by a
third party for shares of common stock that is open to all
stockholders of the Company, so long as a majority of the entire
Board of Directors has recommended to the stockholders of the
Company that such stockholders accept such tender offer and tender
their shares in such tender offer.

The terms of the November 2007 standstill agreement permitted
Southeastern to beneficially own up to 459,500,000 shares of
common stock.  On November 17, 2008, the Company granted
Southeastern a waiver under the November 2007 standstill agreement
so that Southeastern could purchase from the Company $100,062,000
aggregate principal amount of the Company's 15% Convertible Senior
Notes due 2013.  If Southeastern were to beneficially own all of
the 557,300,000 shares of common stock that it is permitted to own
in accordance with the provisions of the Standstill Agreement
described above, this ownership would represent approximately 34%
of the Company's outstanding common stock as of September 24,
2009.

                           About Level 3

Broomfield, Colorado, Level 3 Communications, Inc. (NASDAQ: LVLT)
-- http://www.Level3.com/-- provides fiber-based communications
services.  Level 3 offers a portfolio of metro and long-haul
services, including transport, data, Internet, content delivery
and voice.

At June 30, 2009, the Company had $9.2 billion in total assets and
$8.4 billion in total liabilities.

                           *     *     *

LVLT, along with its wholly owned subsidiary Level 3 Financing,
Inc., has a 'B-' Issuer Default Rating and a Positive Rating
Outlook.


LISA JEANNETTE PRICE: Case Summary & 1 Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Lisa Jeannette Price
        2810 English Road
        Chino Hills, CA 91709

Bankruptcy Case No.: 09-35584

Chapter 11 Petition Date: October 26, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Gloria D. Cordova, Esq.
                  732 N Diamond Bar Blvd, Suite 210
                  Diamond Bar, CA 91765
                  Tel: (909) 612-5787
                  Fax: (909) 612-5790

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

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

The Debtor identified Chase with a credit card debt claim for
$1,000 as its largest unsecured creditor. A full-text copy of the
Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

             http://bankrupt.com/misc/cacb09-35584.pdf

The petition was signed by Ms. Price.


LIVE CURRENT: Files Amendments to March 31 Quarterly Report
-----------------------------------------------------------
Live Current Media Inc. filed on September 17, 2009, Amendment No.
1 to its quarterly report on Form 10-Q for the 3 months ended
March 31, 2009, to correct certain errors in the Company's
original financial statements, which were originally filed on
May 15, 2009.  On October 26, 2009, the Company filed Amendment
No. 2 to its March 31, 2009 quarterly report, to revise the
presentation of the Company's financial statements to respond to
the comments made by the Securities and Exchange Commission.

The Company reported a restated net loss of $916,408 on total
sales of $1,752,382 for the 3 months ended March 31, 2009,
compared with a net loss of $2,091,641 on total sales $1,848,479
in the same period of 2008.

At March 31, 2009, the Company's amended and restated consolidated
balance sheets showed $6,294,369 in total assets, $4,478,366 in
total liabilities, and $1,816,003 in total stockholders' equity.

The Company's consolidated balance sheets at March 31, 2009, also
showed strained liquidity with $835,612 in total current assets
available to pay $3,978,947 in total current liabilities.

A full-text copy of the Company's amended and restated
consolidated financial statements for the three months ended
March 31, 2009, is available for free at:

               http://researcharchives.com/t/s?47bf

Costs of sales were $1,386,619 in Q1 of 2009 compared to
$1,486,062 during Q1 of 2008, a decrease of 6.7%.  Overall gross
margin in Q1 of 2009 was $365,763 or 20.9% compared to a gross
margin of $362,417 or 19.6% in Q1 of 2008.

Total operating expenses were $2,110,994 in the three months ended
March 31, 2009, compared with the $2,716,268 in the same period in
the prior year.

In Q1 of 2009, the Company incurred total general and
administrative expense of $406,574 or 23.2% of total sales as
compared to $719,650 or 38.9% of total sales in Q1 of 2008, a
decrease of $313,076 or 43.5%.

During Q1 of 2009, the Company incurred restructuring costs of
$264,904, consisting of severance payments to the former president
and chief operating officer and to other staff terminated in the
first quarter.  During Q1 of 2008, the Company incurred various
restructuring costs of $629,856 relating to establishing the new
management team.

In Q1 of 2009, the Company incurred total management fees and
staff salaries of $1,193,595 compared to $1,175,850 in Q1 of 2008.

The Company ended the quarter with $572,588 in cash and
equivalents, compared with $1,832,520 in cash and cash equivalents
at December 31, 2008.

Operating activities in the three months ended March 31, 2009,
resulted in cash outflows of $1,903,550 after adjustments for non-
cash items, the most significant of which were the stock-based
compensation expense during the period of $610,343 and the gain
from the sales and sales-type lease of domain names of $617,933.

Investing activities during the three months ended March 31, 2009,
generated cash inflows of $643,618, primarily due to proceeds
received from the sale and sales-type lease of domain names.

There were no financing activities in the three months ended
March 31, 2009.

                     Going Concern Doubt

The Company generated a consolidated net loss for the quarter
ended March 31, 2009, of $916,408 and realized a negative cash
flow from operating activities of $1,903,550 for the quarter ended
March 31, 2009.  There is an accumulated deficit of $13,693,603
and a working capital deficiency of $3,143,335 at March 31, 2009.
The Company believes these conditions raise substantial doubt
about the Company's ability to continue as a going concern.

                     About Live Current

Live Current Media Inc. -- http://www.livecurrent.com/-- builds,
owns and operates some of the most powerful and engaging content
and commerce destinations on the Internet, including
http://www.perfume.com/and http://www.cricket.com/

Through subject-specific DestinationHubs(TM), Live Current
properties connect people to each other and to the information,
brands, and products they are passionate about. Live Current has
headquarters in Vancouver, Canada with a location in Seattle, WA
and is publicly traded on the NASD OTCBB (LIVC).


LYONDELL CHEMICAL: To Have Limited Examiner's Investigation
-----------------------------------------------------------
U.S. Bankruptcy Judge Robert E. Gerber approved an examiner with a
limited budget and scope to conduct a probe on Lyondell Chemical
Co.  The examiner will have a $200,000 budget and required filing
the final report within 30 days of appointment.

Judge Gerber, according to Bloomberg's Bill Rochelle, noted that
bankruptcy law forces him to appoint an examiner on request of any
creditor whenever there is more than $5 million in debt, even if
the judge believes no examiner is necessary.

The Official Committee of Unsecured Creditors in Lyondell's cases
asked the Bankruptcy Court to order the appointment of an examiner
to investigate whether Len Blavatnik and the lenders from the
chemical maker's 2007 buyout are unfairly influencing its
bankruptcy.

The Creditors Committee asserts that Lyondell needs an independent
examiner because Mr. Blavatnik, chairman of Access Industries
Holding LLC, still controls the Company.  The examiner, according
to the panel, should probe why the Company wouldn't refinance its
$8 billion bankruptcy loan, and how Mr. Blavatnik and lenders who
worked with him in 2005 will also fund a rights offering that
includes a "forced settlement" of the creditors' lawsuit against
them.  The U.S. trustee supported the Creditors Committee's call
to appoint an examiner in the Chapter 11 cases.

The Debtors ceded to the Court's view that appointment of an
examiner is mandatory.  However, the Debtors urge the Court to
limit the scope of the examiner's appointment to this area of
inquiry: whether or not the Debtors and their professionals have
used and are using customary and appropriate processes with
respect to soliciting equity sponsorship proposals and selecting
an equity sponsorship proposal.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Plan Outline Hearing Postponed to Dec. 4
-----------------------------------------------------------
Bill Rochelle at Bloomberg News, the hearing for approval of the
disclosure statement explaining the Chapter 11 plan for Lyondell
Chemical Co. has been postponed, for the second time, for Dec. 4.
The hearing on the plan outline was originally set for Oct. 14,
then moved to November 4.  The Debtors can begin soliciting votes
on the Plan following approval of the Disclosure Statement.

The Debtors filed its Plan on September 11, 2009, that
rationalizes their balance sheet and incorporates a restructuring
that accomplishes two goals:

(1) structuring the postpetition enterprise in a way to
     maximize tax, reporting, and systems efficiencies, and
     allow for tradable equity; and

(2) limiting or eliminating the impact of guarantees issued by
     non-filing European entities and discharge obligations of
     European entities with respect to a certain "Bridge Loan
     Agreement" and "2015 Notes."

LyondellBasell will still be in the same industries and have most
of its key executives based in Houston, but it will be
incorporated in the Netherlands rather than Luxembourg.

A full-text copy of the Debtors' Joint Plan is available for free
at http://bankrupt.com/misc/Lyondell_Sept11JointReorgPlan.pdf

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

    http://bankrupt.com/misc/Lyondell_Sept11DisclosureStat.pdf

However, lawsuits that could affect recovery by creditors have
delayed the plan approval process.

The Creditors Committee has commenced a lawsuit against Citibank
N.A., Deutsche Bank, and other banks that funded the 2007
acquisition of Lyondell Chemical Company by Basell AF S.C.A.
Having accumulated heavy debt because of the merger,
LyondellBasell was in a full-blown liquidity crisis and was
running out of money to fund its operations only three months
following the merger.  The Creditors Committee asserted claims of,
among other things, fraudulent transfer, breach of fiduciary duty,
avoidance of unperfected senior liens.  The first phase of a
three-part trial on the committee's suit is scheduled
to begin Dec. 1.

The Bank of New York Mellon and the Bank of New York Mellon Trust
Company, N.A., as indenture trustee for the holders of certain
notes aggregating (i) $100 million issued by Lyondell Chemical
Company, as predecessor-in-interest of ARCO Chemical Chemical
Company, and (ii) $225 million issued by Equistar Chemicals, LP,
have also sued the secured lenders for the 2007 LBO.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Gets Court OK to End Exec Benefits
-----------------------------------------------------
Law360 reports that Lyondell Chemical Co. won bankruptcy court
approval on Tuesday to cancel the remaining executive benefit
plans - including enhanced health coverage, company-sponsored life
insurance policies and supplemental pensions - of almost a dozen
former top employees who objected to the move.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Wants to Ditch Schumman/Steier for Calumet
-------------------------------------------------------------
Lauren Steffy at HeraldTribune.com reports that Lyondell Chemical
Co. has sought the bankruptcy court's permission to cancel its
existing contract with its white oil marketer, Schumann/Steier of
Coral Gables, in favor of Calumet Specialty Products Partners.

HeraldTribune.com states that Schumann/Steier has filed an
objection with the bankruptcy court last week, saying it agreed to
Lyondell's requests for changing the contract.  HeraldTribune.com
relates that Schumann/Steier's President Arthur Steier said that
if the court approves Lyondell's request, his company will be
forced out of the white oil business and lose at least
$2.4 million in revenue it expected under the remaining two years
of its contract.

According to HeraldTribune.com, the deal would give Calumet half
the U.S. white oil market.  The repot quoted Petroleum Trends
President Thomas Glenn as saying, "A duopoly [with another
producer, Sonneborn] could exist as a result of the Lyondell deal,
and this could drive prices higher in the near term."

Lyondell, HeraldTribune.com states, it already moving ahead with
the Calumet deal, which takes effect on November 1.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MCCLATCHY CO: Seattle Times' Bankruptcy Possible
------------------------------------------------
Bill Richards at Crosscut reports that Seattle Times CEO Frank
Blethen said during a luncheon gathering earlier this month that
the Company had considered filing for Chapter 11 bankruptcy
protection from creditors before the Post-Intelligencer ended
publication.  According to Crosscut, rumors have continued that a
Chapter 11 filing could still be imminent if total revenues don't
rebound.

Crosscut relates that The Seattle Times, in which The McClatchy
Company owns a 49.5% equity interest, said in July that it
expected the Company to a 30% drop in total revenues this year
compared with 2008, with ad revenue falling even more sharply.
According to Crosscut, The Seattle Times officials have been
saying publicly since July that the Company's financial outlook
has bottomed out, but the Company will need to show its lenders
evidence of revenue improvement when it renegotiates its debt.
Crosscut states that company managers have told union officials
loan talks were scheduled for the late third quarter or early
fourth quarter.

                      About The Seattle Times

The Seattle Times Company -- http://www.seattletimescompany.com/
-- 110-year-old locally owned, private and independent news and
information company.  Founded in 1896 by Alden J. Blethen, The
Seattle Times Company is a fourth- and fifth-generation family
business.  Its flagship newspaper, The Seattle Times, is the
largest daily newspaper in Washington state and the largest Sunday
newspaper in the Northwest.

Under a joint operating agreement we also manage advertising,
production, circulation and marketing for the Seattle Post-
Intelligencer, a separately owned newspaper with a separate and
competitive news department.

                       About The McClatchy

The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/--
is the third largest newspaper company in the United States, with
31 daily newspapers and approximately 50 non-dailies. McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
(Fort Worth) Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The (Raleigh) News & Observer.


MAJESTIC STAR: Receives Foreclosure Notice from Noteholders
-----------------------------------------------------------
An Event of Default exists under The Majestic Star Casino, LLC's
$300.0 million of 9-1/2% Senior Secured Notes due 2010, $200.0
million of 9-3/4% Senior Notes due 2011 and $80.0 million Senior
Secured Credit Facility.

On December 3, 2008, the trustee for the holders of the Senior
Secured Notes sent the administrative agent for the lenders under
the Senior Secured Credit Facility a default notice.  On December
11, 2008, the Agent sent the Trustee a "Standstill Notice"
pursuant to the terms of an Intercreditor and Lien Subordination
Agreement, dated as of October 7, 2003.  As such, the Trustee and
the holders of the Senior Secured Notes were prohibited from
taking action against the collateral during the 180-day standstill
period.  Upon expiration of the initial Standstill Notice the
Trustee and Agent entered into standstill extension agreements,
with the most recent extension expiring on August 10, 2009.

On October 20, 2009, in accordance with the Intercreditor
Agreement, the Trustee sent to the Agent a notice that the Trustee
or certain holders of the Senior Secured Notes intend to exercise
one or more of their default related rights and remedies in
respect of the collateral under the senior secured indenture,
related indenture loan documents or applicable law on October 30,
2009.

Further, the Trustee, on behalf of itself and holders of the
Senior Secured Notes, reserved all of their rights  and remedies
under the indenture, the Senior Secured Notes, the Intercreditor
Agreement and applicable law, including, without limitation, the
right to take any action with respect to the issuers, the
guarantors or the collateral not prohibited by the Intercreditor
Agreement and the right to forbear from exercising any default-
related right or remedy in the sole discretion of the Trustee or
holders of the Senior Secured Notes, as applicable.

                       About Majestic Star

The Majestic Star Casino, LLC, is a wholly owned subsidiary of
Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden
Development, Inc.  The Company was formed on December 8, 1993, as
an Indiana limited liability company to provide gaming and related
entertainment to the public.  The Company commenced gaming
operations in the City of Gary at Buffington Harbor, located in
Lake County, Indiana on June 7, 1996.  The Company is a multi-
jurisdictional gaming company with operations in three states --
Indiana, Mississippi and Colorado.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
749.55 million, resulting in a members' deficit of
$343.13 million.


MERISANT WORLDWIDE: Plan Scheduled for Dec. 16 Confirmation
-----------------------------------------------------------
Merisant Worldwide Inc. has obtained approval of the disclosure
statement explaining its Chapter 11 plan.  This allows Merisant to
begin soliciting votes on the Plan.  Ballots are due December 4.
Merisant will present its plan for confirmation on December 16.

The Plan, as last modified October 26 accomplishes a deleveraging
of the Debtors' capital structure by removing approximately $400
million in indebtedness, including approximately $55 million of
secured indebtedness, from the Debtors' balance sheet.

Under the Plan, holders of bank claims aggregating $205 million
will recover 100% of their claims in the form of new notes, cash
and majority of the preferred stock.  All bank lenders may elect
to convert their $205 million in claims into new stock.  While the
prior version of the Plan allowed Wayzata Investment Partners LLC,
the holder of two-thirds of the secured debt to exchange for 75%
of the new equity, the option is now available to all lenders.

As revised, Wayzata, which also owns a majority of the
subordinated notes, has agreed to backstop the exchange so that
$45 million will be exchanged for equity.  Lenders not exchanging
for equity are to receive excess cash above $30 million plus as
much as $150 million in new secured notes.

Holders of unsecured claims aggregating $235.3 million against
Merisant Company will recover 5.5% in the form of 12.5% of the new
common stock of Reorganized Merisant and may participate in the
rights offering.  Holders of unsecured trade claims will receive
payment of 60% of the claim in cash provided they vote in favor of
the Plan.  Holders of unsecured claims aggregating $137.1 million
against Merisant Worldwide will receive distributions in the form
of "contingent value rights" if they vote in favor of the Plan.

Pursuant to a backstop commitment and stock purchase agreement,
Newport Global Opportunities, LP, has agreed to provide at least
$10 million which will be available to pay down secured bank debt
when its reorganization plan is effective.  Under the plan,
Newport will purchase 7.5% of the new common stock for $7.5
million and backstop $2.5 million out of a $5 million in a rights
offering.

Merisant's Chapter 11 plan is supported by the Official Committee
of Unsecured Cerditors and Wayzata Investment Partners, which
controls two-thirds aggregate principal amount of loans
outstanding under Merisant Company's amended and restated credit
facility as well as a majority of the aggregate principal amount
of Merisant Company's 9.5% Senior Subordinated Notes due 2013.
Merisant anticipates that it will be able to obtain Bankruptcy
Court confirmation of the Plan and emerge from bankruptcy as early
as January 1, 2010.

Objections to the Plan are due December 4.

Certain parties have already raised the issue that the equity
provided to the lenders will provide a recovery in excess of 100%
of their allowed claims.  Assuming the objectors' theiry has
merit, using Blackstone's valuation range and assuming all lenders
elect to convert their claims to stock, the estimated recovery for
the class would be in the range of 107% to 122%.

A full text copy of the Second Amended Joint Plan of
Reorganization is available for free at:

    http://bankrupt.com/misc/Merisant_Plan_Oct2609.pdf

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

    http://bankrupt.com/misc/Merisant_DS_Oct2609.pdf

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


MESTICAN INC: Non-Operating Unit Files for Chapter 7
----------------------------------------------------
Metiscan, Inc.'s sole non-operating subsidiary, Metiscan-CC, Inc.,
has filed a petition seeking relief under Chapter 7 of the
Bankruptcy Code.

Metiscan-CC, Inc., operated an independent medical imaging
facility located in Corpus Christi, TX, and was one of the imaging
centers acquired by the Company in 2008.  Corpus was an insolvent
entity at the time of the acquisition and the Company acquired
Corpus with the intent of providing marketing and managerial
support to the assist the facility in achieving profitability.
Due to the high saturation of imaging centers located in the
Corpus Christi area, Corpus was unable to attract enough patients
to stay in business and officially closed its doors in February of
2009.  Corpus had examined and explored a number of potential
strategic options to address its financial situation.

"It was a very difficult, but necessary decision, to file a
petition for relief under Chapter 7 of the Bankruptcy Code for
Metiscan-CC, Inc," commented Bryan A. Scott, Metiscan's President
and CEO.  "Management had worked tirelessly throughout the last 12
months to successfully market the imaging facility in Corpus in
order to bring it to a level of financial stability, and eventual,
profit.  The high saturation of imaging facilities located in the
area made it difficult to attract referring physicians and new
patients and the Board of Directors felt it to be in the best
interest of the Company to close the facility and protect Corpus
to claims from its creditors."

Corpus was the Company's sole non-operating entity and represented
approximately $3.6 million of the total liabilities as listed on
the Company's consolidated balance sheet as of the date of
bankruptcy filing.

                      About Metiscan, Inc.

Metiscan, Inc. is a holding company focused on growing its
organization by making key acquisitions and developing companies
and emerging technologies.  Previously, Metiscan had been focused
on healthcare related businesses and is currently pursuing
acquisitions and opportunities related to healthcare and non-
healthcare products and services.


MICHAELS STORES: Moody's Assigns 'B3' Rating on $1 Bil. Loan
------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 3, 41%) rating to
Michaels Stores, Inc.'s proposed new $1.0 billion Term Loan C.  At
the same time Moody's upgraded the company's Speculative Grade
Liquidity Rating to SGL-2 from SGL-3.  All other ratings,
including the Caa1 Corporate Family rating, were affirmed.  The
rating outlook remains stable.

Michaels is seeking to amend its existing $2.285 billion term loan
B (rated B3), which currently matures in October 2013, to allow
for an extension of $1.0 billion of this term loan into a new
$1.0 billion Term Loan C maturing in July, 2016 (or earlier under
certain conditions).  The purpose of this amendment is primarily
to lengthen the company's average debt maturity profile.  The B3
rating assigned to the new Term Loan C reflects its secured
position, ranking pari-passu with the existing term loan B
facility.

The upgrade of the company's Speculative Grade Liquidity rating
primarily reflects its reduced borrowings under its $1.0 billion
asset based revolving credit facility.  As a result of these lower
borrowings, the company has a higher level of available borrowing
capacity resulting in an overall improvement in its liquidity
profile.

The affirmation of Michaels' Caa1 Corporate Family rating reflects
the company's significant debt burden, with leverage remaining in
excess of 8.0 times for the LTM period ending August 1, 2009,
coupled with what remains a challenging economic environment.  The
rating also recognizes the company's good overall liquidity
profile as well as its strong market position.  While the new Term
Loan C is expected to have a higher cash interest cost, Moody's
consider these incremental costs manageable for the company.

This rating was assigned:

* $1.0 billion Term Loan C due 2016 at B3 (LGD 3, 41%)

This rating was upgraded:

* Speculative Grade Liquidity Rating to SGL-2 from SGL-3

These ratings were affirmed and LGD assessments amended

* Corporate Family Rating at Caa1

* Probability of Default Rating at Caa1

* $1.285 billion Term Loan B due 2013 at B3 (LGD 3, 41%, from LGD
  3, 42%)

* $750 million Senior Unsecured Notes due November, 2014 at Caa2
  (LGD 5, 79%)

* $400 million Senior Secured subordinated notes due November 2016
  at Caa3 (LGD 6, 91%)

* $469 million (principal amount at maturity) Subordinated
  Discount Notes due November 2016 at Caa3 (LGD 6, 95%).

Moody's Investors Service's last rating action on Michaels Stores
Inc. was on March 27, 2009, when the company's Corporate Family
Rating was lowered to Caa1 with a stable outlook.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  The
company currently owns and operates over 1000 Michaels stores in
49 states and Canada and over 150 Aaron Brothers stores.


MIDWAY GAMES: Shareholders Lack Proof Executives Deceived Public
----------------------------------------------------------------
Sandra Guy at Chicago Sun-Times reports that U.S. District Court
Judge David H. Coar has ruled that shareholders, who lost millions
in their investments in Midway Games Inc., failed to make their
case that the executives hid the Company's financial condition
while they sold their shares and made millions.

Sun-Times relates that the shareholders had claimed that Midway
Games deceived the public about the Company's financial condition.
According to Sun-Times, Judge Coar said that the shareholders
failed to show that the executives "said or did anything more than
publicly adopt a hopeful posture that its strategic plans would
pay off.  Such preening for the financial press is classic
puffery."  Sun-Times says that Midway Games had optimistic
assessments after it acquired Australian videogame developer
Ratbag Holdings.

Citing Judge Coar, Sun-Times states that Viacom CEO Sumner
Redstone's interest in Midway Games drove up the stock, and his
subsequent announcement in December 2008 that he wasn't interested
caused the stock to drop.  According to the report, Judge Coar
said that the stockholders hadn't "adequately alleged the direct
liability" of any of the executives.

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is roughly $49 million,
including the assumption of certain liabilities.  Midway is
disposing of its remaining assets.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.  A full-text copy of the
Debtors' monthly operating report for the month ended June 30, is
available at http://researcharchives.com/t/s?41c1


MODINE MANUFACTURING: To Close Harrodsburg, Kentucky Plant
----------------------------------------------------------
Modine Manufacturing Company said on October 22, 2009, its plans
to close its Harrodsburg, Kentucky manufacturing plant.  The
decision to close the Harrodsburg plant was communicated to
affected employees on October 22, 2009.  The Company expects the
closure of the Harrodsburg facility to be completed in six to nine
months.  This action is part of the Company's previously announced
ongoing initiatives of its strategic Four-Point Plan.

The Company expects to incur approximately $3.1 million in charges
over the closure period, consisting of $1.8 million of employee-
related costs and $1.3 of other related costs.  In addition, the
Company anticipates some production inefficiencies related to the
transfer of existing programs to other facilities.  The Company
expects cash-related expenditures for this closure action to be
approximately $3.8 million, which includes approximately $700,000
of capital expenditures related to these transfers.

Modine on September 15, 2009, entered into these agreements:

     -- Second Amendment to Credit Agreement amending the Amended
        and Restated Credit Agreement, as amended, with JPMorgan
        Chase Bank, N.A. (successor by merger to Bank One, NA
        (main office Chicago)), a national banking association,
        as Swing Line Lender, as LC Issuer and a lender and as
        Agent and Bank of America, N.A., M&I Marshall & Ilsley
        Bank, Wells Fargo Bank, N.A., Dresdner Bank AG
        (Commerzbank AG), U.S. Bank, National Association and
        Comerica Bank

        See http://ResearchArchives.com/t/s?4540

     -- Waiver and Third Amendment to Note Purchase Agreement
        (2006) amending the Note Purchase Agreement dated as of
        December 7, 2006, as amended, pursuant to which the
        Company issued $50,000,000 of 5.68% Senior Notes, Series A
        due December 7, 2017 and $25,000,000 of 5.68% Senior
        Notes, Series B due December 7, 2017

        See http://ResearchArchives.com/t/s?4541

     -- Waiver and Third Amendment to Note Purchase Agreement
        (2005) amending the Note Purchase Agreement dated as of
        September 29, 2005, as amended, pursuant to which the
        Company issued $75,000,000 of 4.91% Senior Notes due
        September 29, 2015

        See http://ResearchArchives.com/t/s?4542

The Company entered into the September 15 Amendments to waive
certain events of default existing under the Credit Agreement, the
2006 Note Purchase Agreement and the 2005 Note Purchase Agreement
and amend other provisions of the Credit Agreement, the 2006 Note
Purchase Agreement and the 2005 Note Purchase Agreement.

The Company entered into the September 18 Amendments to amend
certain provisions of the Credit Agreement, the 2006 Note Purchase
Agreement and the 2005 Note Purchase Agreement in anticipation of
the Company's public offering of common stock, $0.625 par value
per share.

Pursuant to the terms of the September 18 Amendments:

     -- Certain financial covenants were modified so the amount of
        cash restructuring charges that may be added back to
        Consolidated Net Income for covenant purposes will be
        increased by $20,000,000, permitted capital expenditures
        will be increased by $5,000,000 for the current fiscal
        year, and any amount of unused capital expenditure for the
        current fiscal year (not to exceed $5,000,000) may be
        carried over to the next fiscal year, and the amount of
        off balance sheet liabilities for sale leasebacks after
        February 17, 2009, and the interest component of such sale
        leasebacks that are excluded from total debt and interest
        expense for covenant purposes is increased from
        $20,000,000 to $30,000,000;

     -- The funds in the cash collateral account described in the
        provisions of the September 15 Amendments will be
        released; and

     -- The terms of the documents, other than certain conforming
        definitions, become effective automatically on the date of
        the closing of the Offering, subject to certain
        conditions.

                           About Modine

Modine Manufacturing Company -- http://www.modine.com/-- with
fiscal 2009 revenues of $1.4 billion, specializes in thermal
management systems and components, bringing heating and cooling
technology and solutions to diversified global markets.  Modine
products are used in light, medium and heavy-duty vehicles,
heating, ventilation and air conditioning equipment, off-highway
and industrial equipment, refrigeration systems, and fuel cells.
The Company employs roughly 7,000 people at 32 facilities
worldwide in 15 countries.


MOHEGAN TRIBAL: Moody's Gives Stable Outlook, Affirms 'B3' Ratings
------------------------------------------------------------------
Moody's Investors Service revised Mohegan Tribal Gaming
Authority's rating outlook to stable from negative.  The company's
B3 Corporate Family Rating, B3 Probability of Default Rating, B1
second lien note rating, and Caa2 senior subordinated note rating
were affirmed.  At the same time, MTGA's $250 million 6 1/8%
senior unsecured notes due 2013 were lowered to B2 from B1.

"The revision of MTGA's rating outlook to stable reflects the
closing of the company's $200 million second lien note offering
along with favorable amendments to the leverage covenants in its
bank loan agreement," stated Keith Foley, Senior Vice President at
Moody's.

Proceeds from MTGA's second lien notes were used to repay a
$147 million term loan due March 2012 that would have begun
amortizing at a rate of $30 million per quarter beginning June
2010.  The second lien notes do not have an amortization
requirement until the notes mature in 2017.

In addition to a more relaxed debt maturity profile, the stable
outlook considers Moody's view that MTGA's covenant cushion has
improved.  The company obtained increased flexibility regarding
its senior leverage and total leverage covenants beginning
March 31, 2010.  This should make it easier for the company to
maintain compliance in the foreseeable future, a key concern prior
to receiving the amendments.  MTGA's B3 Corporate Family Rating
continues to reflect its high leverage, weak performance at its
Connecticut casino, and the threat of additional competition in
the Northeastern U.S.

The downgrade of MTGA's senior unsecured notes reflects the
closing of its $200 million second lien notes due 2017, which rank
ahead of the senior unsecured notes.  This action was expected as
indicated in Moody's previous rating action press release for MTGA
dated October 16, 2009.

Rating lowered:

* Senior unsecured notes to B2 (LGD 3, 39%) from B1 (LGD 3, 32%)

Ratings affirmed and LGD assessments revised:

* Corporate Family Rating at B3
* Probability of Default Rating at B3
* Second lien notes at B1 (LGD 3, 31%)
* Senior subordinated notes at Caa2 (LGD 5, 85% from LGD 5, 79%)

Moody's previous rating action on MTGA occurred on October 16,
2009, when a B1 rating was assigned to the company's $200 million
second lien notes due 2017 and its existing ratings were affirmed.

MTGA owns and operates a gaming and entertainment complex located
near Uncasville, Connecticut, known as Mohegan Sun, and a gaming
and entertainment facility offering slot machines and harness
racing in Plains Township, Pennsylvania, known as Mohegan Sun at
Pocono Downs.  MTGA generates annual net revenues of approximately
$1.5 billion.


MONTGOMERY REALTY: Owner Placed Other Units in Bankruptcy
---------------------------------------------------------
Jeff Quackenbush at North Bay Business Journal, reported that
Dinesh Maniar sought Chapter 11 creditor protection for his
Diamond Oaks Vineyards and Southland Thoroughbred Farms racehorse
business on September 14 before the Bankruptcy Court in Santa
Rosa, California.

The filings were made eight weeks after Mr. Maniar's San
Francisco-based Montgomery Realty Group investment companies filed
for Chapter 11 bankruptcy.  According to the report, Diamond Oaks
has $26.8 million in assets and $13.7 million in debt.  Southland
had $6.90 million in assets for five properties in Riverside
County and $3.24 million in debt.

Montgomery Realty Group has $26.04 million in assets and $15.39
million in debt.  The report noted that of the asset value, $22.3
million is in two San Francisco office buildings and an Austin
apartment complex.

The report said that in a reorganization plan, Mr. Maniar proposed
to give the apartment building back to lender California Mortgage
and Realty and use rent from the others to pay debt.  The report
noted that Bank of America won a judgment regarding its note on
one of the buildings.

Gross lease revenue from those properties decreased from
$2.03 million in 2007 to nearly $869,000 so far this year, the
report said.


NEUMANN HOMES: Glen at Lakemoor Gets Nod for Turnover of 4 Lots
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
issued a ruling directing Neumann Homes Inc. to convey title by
quitclaim of four properties to Glen at Lakemoor Farms Unit 8
Condominium Association by October 30, 2009.

The properties identified by their legal descriptions as Lot Nos.
32, 33, 34, and 35, are located at the Glen at Lakemoor Farms
Condominium Association, an 111-unit condominium developed by
Neumann Homes.

The Court also directs Neumann Homes to quitclaim, subject to
taxes, liens and claims, title to the so-called "wetland buffer
area" or otherwise known Lot No. 36 to the Glen at Lakemoor
Association by October 30, 2009.

Neumann Homes will be deemed to have complied with the provisions
of the Illinois Condominium Property Act by delivering to the
initial unit owner-elected board of directors any funds and a set
of documents executed pertaining to the properties,
administration and operations of the condominium, by November 15,
2009, the Court ruled.

The Court, meanwhile, authorized owners of the condominium units
to hold a meeting to elect the initial unit owner elected board
of directors for the Condo Association.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: U.S. Trustee Fee Statement for Sept. Quarter
-----------------------------------------------------------
Paul Andrews, chief restructuring officer of Neumann Homes Inc.,
informed the Court that Neumann Homes and its debtor affiliates
paid these amounts to the U.S. Trustee for Region 11 as quarterly
fees for the Trustee for the quarter ended September 30, 2009:

                                         U.S. Trustee
Debtor Entity Payor                 Quarterly Fee Paid
-------------------                 ------------------
Neumann Homes, Inc.                        $1,950
Neumann Homes of Colorado, LLC                325
Neumann Homes of Michigan, LLC                325
Neumann Homes of Wisconsin, LLC               325
Sky Ranch, LLC                                325
NDC Fabrications, LLC                         325
Neu Pro Co., LLC                              325
NHI Sky Ranch, LLC                            325
Precision Framing Systems, LLC                325

Three Debtor affiliates also made disbursements to the U.S.
Trustee for the three-month period ended September 2009:

Debtor Entity Who                  Total Amt. Disbursed
Made Disbursements                 For 3rd Quarter 2009
-------------------                ---------------------
Neumann Homes, Inc.                        $270,051
NHI Sky Ranch, LLC                            1,600
Precision Framing Systems, LLC               14,671

The Debtors submitted the U.S. Trustee Quarterly Fee Statement
pursuant to Rule 2015(a)(5) of the Federal Rules of the
Bankruptcy Procedure.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NOVADEL PHARMA: Receives $107,155 From Sale of Shares to Seaside
----------------------------------------------------------------
NovaDel Pharma Inc. on October 23, 2009, had its seventh 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 $0.22
having an aggregate value of roughly $110,515.  The Company
received net proceeds of roughly $107,155 after deducting
commissions and $1,500 in non-accountable expenses, pursuant to
the terms of the parties' Common Stock Agreement.

In June 2009, NovaDel Pharma entered into the Common Stock
Purchase Agreement with Seaside whereby the Company agreed to
issue and sell to Seaside 500,000 shares of the Company's common
stock, $0.001 par value per share, once every two weeks for 26
closings over a 52-week period.  Pursuant to the terms of the
Agreement, at the initial closing, the offering price of the
Common Stock equaled 87% of the volume weighted average trading
price of the Common Stock during the trading day immediately prior
to the initial closing date.  At each subsequent closing, on each
14th day thereafter, the offering price of the Company's Common
Stock will equal 87% of the volume weighted average trading price
of the Common Stock for the 10-day trading period immediately
preceding each subsequent closing date.  If, with respect to any
subsequent closing, the volume weighted average trading price of
the Company's Common Stock for the three trading days immediately
prior to such closing is below $0.25 per share, then the
particular subsequent closing will not occur and the aggregate
number of Shares to be purchased shall be reduced by 500,000
shares of Common Stock.

                       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: Hires EPIQ as Claims & Notice Agent
-------------------------------------------------
NTK Holdings Inc. and its units sought and obtained authority from
the Court to employ Epiq Bankruptcy Solutions, LLC, as their
claims and noticing agent.

The Debtors estimate that there are in excess of 1,000 creditors
in the Chapter 11 cases.  Although the Debtors do not anticipate
establishing a bar date, it is possible that some creditors will
file proofs of claim.  The noticing, receiving, docketing and
maintaining of proofs of claims in this volume and, more
importantly, noticing the large number of interested parties in
the cases would be unduly time-consuming and burdensome for the
Clerk's Office, the Debtors aver.  Thus, the Debtors believe that
the retention of Epiq as the Court's outside agent is in the best
interest of their estates and all parties in interest.

Epiq will provide, at the Debtors' request, these services, among
others, in the Chapter 11 cases:

  (a) Notifying all potential creditors of the filing of the
      chapter 11 petitions and of the first meeting of creditors
      pursuant to Section 341(a) of the Bankruptcy Code, if any;

  (b) if necessary, preparing and maintaining an official copy
      of the Debtors' schedules of assets and liabilities and
      its statement of financial affairs, listing, among other
      things, the Debtors' known creditors and the amounts owed;

  (c) maintaining a Web site from which parties may obtain
      copies of relevant documents in the Cases -
      http://chapterll.epigsystems.com/nortek;

  (d) notifying all potential creditors of the existence and
      amount of their respective claims as set forth in the
      Schedules;

  (e) furnishing a form for the filing of proofs of claim, after
      approval of the notice and form by the Court;

  (f) docketing all claims received, maintaining the official
      claims register for the Debtors on behalf of the Clerk's
      Office, and providing the Clerk's Office with certified
      duplicate unofficial Claims Register on a monthly basis,
      unless otherwise directed;

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

  (h) relocating, by messenger, all of the actual proofs of
      claim filed with the Court, if necessary to Epiq, not less
      than weekly;

  (i) recording all transfers of claims and providing any
      notices of transfers required by Rule 3001 of the Federal
      Rules of Bankruptcy Procedure;

  (j) making changes in the Claims Register pursuant to Court
      Order;

  (k) upon completion of the docketing process for all claims
      received to date by the Clerk's Office, turning over to
      the Clerk's Office copies of the Claims Register for the
      Clerk Office's review;

  (l) maintaining the official mailing list for the Debtors of
      all entities that have filed a proof of claim, which list
      will be available upon request by a party in interest or
      the Clerk's Office;

  (m) if requested, assisting with, among other things, the
      solicitation and the calculation of votes and
      distributions  as required in furtherance of confirmation
      and consummation of a Chapter 11 plan, and providing
      any other distribution services, if requested; and

  (n) thirty days prior to the close of the Cases, submitting an
      Order dismissing Epiq and terminating the services of Epiq
      upon completion of its duties and responsibilities and
      upon the closing of the Cases.

Under an Engagement Letter dated as of September 15, 2009, the
Debtors will pay Epiq a retainer in the amount of $50,000 to be
applied immediately in satisfaction of any prepetition
obligations incurred pursuant to the agreement.  Any amounts not
applied prepetition will be applied against in satisfaction of
Epiq's final invoice for the services provided.

These are the rates of Epiq's professionals":

                                 Range Rate
  Title                          Per Hour        Average Rate
  -----                          ----------      ------------
  Clerk                           $40 - $60           $50
  Case Manager (Level 1)         $125 - $175         $142
  IT Programming Consultant      $140 - $190         $165
  Case Manager (Level 2)         $185 - $220         $202
  Senior Case Manager            $225 - $275         $247
  Senior Consultant                  TBD              TBD

The level of Senior Consultant activity will vary by engagement.
If the services are required, the usual average rate is $295 per
hour.

Daniel C. McElhinney, executive director of Epiq Bankruptcy
Solutions, LLC, assures the Court that Epiq is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy
Code.  Epig has represented to the Debtors that it will not
represent any entities or individuals other than the Debtors in
the Chapter 11 cases or in connection with any matters that would
be adverse to the interests of the Debtors, Mr. McElhinney avers.

Epiq Bankruptcy Solutions, LLC is located at 757 Third Avenue,
Third Floor, in New York.  Epiq can be reach at telephone no.
(646) 282 25800.

                        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.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and  Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

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


OPTI CANADA: S&P Affirms Long-Term Corporate Credit Rating at 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-' long-
term corporate credit, 'B+' first-lien secured debt, and 'B'
second-lien secured debt ratings on Calgary, Alberta-based OPTI
Canada Inc.  The recovery ratings of '1' (indicating very high
[90%-100%] recovery in the event of a default) on the first-lien,
C$350 million revolving credit facility and '2' (indicating
substantial [70%-90%] recovery) on the company's US$1 billion and
US$750 million notes are unchanged.  At the same time, Standard &
Poor's removed the long-term ratings from CreditWatch with
negative implications, where they were placed June 26.  The
outlook is negative.

"The affirmation reflects S&P's view that OPTI'S C$150 million
equity issuance and the approval from its lenders to amend certain
covenants in its credit facility have reduced S&P's immediate
concerns regarding the company's near-term liquidity and
flexibility," said Standard & Poor's credit analyst Jamie
Koutsoukis.  "However, the negative outlook reflects S&P's
continued concern regarding the ramp-up of production and
consequently cash flow generation from the Long Lake project,
which should it not proceed as expected, the company could again
face liquidity constraints" Ms. Koutsoukis added.

In S&P's opinion, the ratings on OPTI reflect the company's high
leverage, expected negative cash flow generation after debt
servicing obligations for 2010, and the Long Lake project's
execution risk.  S&P believes that somewhat mitigating these
constraints are the above-average reserve life index of its oil
sands leases; an expected stable production profile, with
negligible finding costs; and the forecast competitive netbacks
and reduced natural gas fuel requirements associated with the
patented OrCrude upgrading process.

The negative outlook reflects S&P's expectation that OPTI will not
generate sufficient positive free cash flow in 2010 to meet its
debt service and capital expenditure commitments.  The outlook
also reflects S&P's expectation that given the company's liquidity
and leverage, any unscheduled shutdowns or operational issues
could materially constrain the company's ability to fund its
obligations and further deteriorate the company's financial risk
profile.  Furthermore, S&P believes there remains uncertainty
regarding OPTI's ability to comply with its March 31, 2010, credit
facility covenant of first lien to EBITDA remaining below 3.5x,
which falls to 3.0x beginning Dec. 31, 2010.  A negative ratings
action is likely if operating performance at Long Lake does not
ramp up as expected or if it appears OPTI will be unable to comply
with its financial covenants.  An outlook revision to stable would
depend on the project ramping as expected while maintaining
adequate financial flexibility.  A positive rating action, which
S&P believes is unlikely in the near term, would depend on
demonstrated sustained synthetic production once Long Lake is
operating at or near design capacity levels, coupled with internal
cash generation that can fund the company's maintenance capital
and debt servicing obligations.


PDG HOLDINGS LLC: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: PDG Holdings, LLC
        4221 NE 12 Terr
        Oakland Park, FL 33334

Bankruptcy Case No.: 09-33190

Chapter 11 Petition Date: October 26, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Charles I. Cohen, Esq.
                  2255 Glades Rd #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Email: pmouton@furrcohen.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
$1,413,000, and total debts of $2,084,395.

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/flsb09-33190.pdf

The petition was signed by Pierre Gaudreau, managing member of the
Company.


PIXMAN NOMADIC: Delays Filing of Annual Financial Statements
------------------------------------------------------------
Pixman Nomadic Media Inc. on October 27 disclosed that the filing
of its annual audited financial statements and MD&A for the year
ended June 30, 2009, will be delayed beyond the limit of
October 28, 2009.

The late filing is caused by a delay in the preparation of an
external report which is required in order to complete Pixman's
annual financial statements.  More precisely, Pixman must obtain
an external report from an independent third party providing an
opinion on the distribution and/or allocation of the purchase
price of Pixnet Inc., information pertaining to assets purchased
by the Corporation from Pixnet Inc., as well as the period and
method of depreciation of those assets.  The time required for the
preparation of this external report is longer than initially
anticipated by the Corporation.  On December 30, 2008, Pixman
acquired Pixnet Inc. and that the transaction was ratified by
Pixman's disinterested shareholders.

Pixman has taken steps with an independent third party in order to
obtain the required external report as soon as possible.  Pixman
anticipates that the annual audited financial statements and MD&A
for the year ended June 30, 2009, will be filed on or before
December 4, 2009, soon after it obtains the aforementioned report.

Pixman intends to satisfy the provisions of the alternative
information guidelines so long as it remains in default of filing
its annual audited financial statements and MD&A for the year
ended June 30, 2009.

Pixman also mentions that the restructuring process which was
previously announced October 7, 2009, is following through.

Pixman Nomadic Media Inc. -- http://www.pixmen.com-- is a Canada-
based media company offering a variety of nomadic multimedia
solutions and services to clients and agencies around the world.
The Company has two reportable segments: Nomadic Media Services
and International Licensing.  The Nomadic Media Services segment
provides and resells turnkey media services in North America and
Europe, including event planning, Pixman System deployment and
content development to customers seeking to promote brands,
companies and products.  The International Licensing segment
designs, manufactures, licenses and sells or leases Pixman
Systems.  Its subsidiaries include Pixman Europe S.L. and Pixman
USA Inc.  In September 2008, the Company acquired Pixnet Inc.,
owner of a proven technological platform in the area of mobile
content and digital signage management.  In December 2008, the
Company acquired Pixnet Inc.


PLAZA DE RETIRO: Chapter 11 Trustee Appointed
---------------------------------------------
WestLaw reports that the appointment of a Chapter 11 trustee was
warranted in the case of a debtor that operated a continuing care
facility.  Conflict with the facility's residents was so severe
and the loss of respect for the debtor was so great that an
independent third party was necessary for the debtor to survive
and reorganize.  In addition, a lapse in the debtor's insurance
coverage and the concealment of that lapse was gross mismanagement
at best, and the business model for the debtor's proposed plan was
fundamentally unchanged from the prepetition model, which did not
work, making the plan not feasible for the purposes of the motion
to appoint a trustee.  Moreover, the debtor's lack of cash
reserves to provide the care for which its residents had
contracted and its bouncing of checks was gross mismanagement, and
the debtor was sustaining continuing losses.  In re Plaza De
Retiro, Inc., --- B.R. ----, 2009 WL 2922831, 51 Bankr.Ct.Dec. 286
(Bankr. D. N.M.) (Starzynski,!
J.).

The United States Trustee moved for appointment of the Chapter 11
Trustee, and the Unsecured Creditors' Committee supported that
request.

Plaza De Retiro, Inc., operates a continuing care facility located
in Taos, New Mexico.  The facility includes approximately 64
residential units, a dining hall, an administration building, and
a 20-bed on-site medical facility.  The facility serves
approximately 65 elderly residents.  The Debtor has a Home Health
Care License and is licensed as a Skilled Nursing Facility, and
employs approximately 30 people.

Plaza De Retiro, Inc., sought Chapter 11 protection (Bankr. D.
N.M. Case No. 09-10974) on March 11, 2009.  William F. Davis,
Esq., in Albuquerque, represents the Debtor.  The Debtor filed a
Chapter 11 plan and disclosure statement on July 7, 2009,
promising 60 payments of $6,000 per month to pay all
administrative and priority claims in full and compromise and
settle all unsecured claims for approximately $300,000.  The plan
also proposed that equity holders would retain their interests.


POLAROID CORP: Ch. 7 Trustee Can Sell Film Stock for $1,176,000
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
John R. Stoebner, Chapter 7 Trustee of Polaroid Corp., et al., to
sell certain film stock to Unverkaeuflich Handels GmbH.

The Trustee said that the purchaser will buy all film
inventory/film stock housed in a warehouse in Hungary for
EUR800,000 or $1,175,520.

Pursuant to Section 363 of the Bankruptcy Code, the sale will be
free and clear of liens, claims, encumbrances and interests.

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
Company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition 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 second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

Polaroid has obtained Court approval to liquidate its primary
business operations and majority of its assets.  PLR Acquistion
LLC, a joint venture composed of Hilco Consumer Capital L.P. and
Gordon Brothers Brands LLC, acquired all of the assets, including
the Polaroid brand and trademarks.  The sale closed on May 7,
2009.  Debtor Polaroid Corp. was renamed to PBE Corp. following
the sale.  The case was converted to Chapter 7 on Aug. 31, 2009.


PROTOSTAR LTD: Auction Moved Back Again to December 15
------------------------------------------------------
ProtoStar Ltd. has delayed the auction for its business by more
than six weeks, rescheduling the auction to December 15 and the
deadline for bids to December 9.  A hearing to consider the
results of the auction is now scheduled for December 18.

The auction was delayed in light of a document filed by the
Official Committee of Unsecured creditors alleging that secured
lenders The Bank of New York Mellon and Wells Fargo & Co., have
failed to prove that their liens for a $10 million working capital
loan and $183 million in 12.5 percent and 18 percent secured notes
have priority over other claims.  The previously approved auction
results allow the lenders to submit a credit bid for Protostar's
assets.  If the Creditors Committee wins a ruling in its favor,
the lenders would have to pay cash for the assets.

                         Chapter 11 Plan

ProtoStar Ltd. and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware a disclosure
statement with respect to their joint Chapter 11 plan of
reorganization, which is premised upon the receipt and
distribution of sales proceeds from the auctions of satellites.

All claimholders, other than holders of priority non-tax claims,
equity interest and intercompany claims, are allowed to vote for
the plan.  The Debtors' plan did not indicate how much each of the
holders is expected to recover from its allowed claim.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?4635

A full-text copy of the Debtors' Chapter 11 plan is available for
free at http://researcharchives.com/t/s?4636

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
between US$100 million and US$500 million each in assets and
debts.  As of December 31, 2008, ProtoStar's consolidated
financial statements, which include non-debtor affiliates, showed
total assets of US$463,000,000 against debts of US$528,000,000.

The Bankruptcy Court has set October 14, 2010, as the general
claims bar date.  Proofs of claim by governmental units are due
January 25, 2010.

Meanwhile the Bankruptcy Court entered an order authorizing the
debtors to hire UBS Securities LLC as investment banker and
financial advisor.


PURCHASEPRO.COM: Reaching Outside Stockholders to Share Recoveries
------------------------------------------------------------------
John G. Edwards at Las Vegas Review-Journal reports that
professionals unwinding PurchasePro.com fear that they may not be
able to reach all of the thousands of outside stockholders to give
them a share in any investment recoveries.

The Review-Journal relates that law firm Gordon Silver managing
partner Greg Garman pursued claims on behalf of PurchasePro.com's
creditors and secured payments from corporations including:

     -- AOL Time Warner;
     -- Office Depot; and
     -- AIG.

According to The Review-Journal, Mr. Garman and PurchasePro.com
trustee Lisa Poulin have distributed $23 million from those
proceeds, repaying unsecured creditors all they were owed.  The
report says that Ms. Poulin and Mr. Garman hold $2 million for
shareholders with the exception of insiders, officers, and
directors at PurchasePro.com.  Ms. Poulin said that finding those
outside investors is an unexpected challenge because it's unusual
for bankrupt dotcom companies to have enough cash to share with
stockholders, the report states.

The Review-Journal says that PurchasePro.com ran a legal
advertisement in USA Today on Monday to notify shareholders, while
a November 3 deadline has been set for investor claims.

Citing PurchasePro.com claims agent Kurtzman Carson Consultants
public securities director David Sharp, The Review-Journal relates
that investors who held PurchasePro.com shares through a broker or
banker must go through the broker or bank to file a claim for a
share of the proceeds.

Ms. Poulin, according to The Review-Journal, expects checks to be
mailed to eligible shareholders by March 2010 or later, ending the
bankruptcy case, while officials will continue dealing with
restitution payments from convicted former PurchasePro.com
officers for years to come.

Headquartered in Las Vegas, Nevada, PurchasePro.com Inc., --
http://www.purchasepro.com-- provided business-to-business
electronic commerce products and services and operated a global
marketplace that provides businesses of all sizes with a low cost
and efficient e-commerce solution for buying and selling a wide
range of products and services over the Internet.  The Company
filed for chapter 11 protection on Sept. 12, 2002 (Bankr. Nev.
Case No. 02-20472).  Gregory E. Garman, Esq., at Gordon & Silver,
Ltd., represents the Debtor.  When the Company filed for
protection from its creditors, it listed $41,943,000 in total
assets and $20,058,000 in total debts.  The Court confirmed the
Debtor's chapter 11 Plan on Dec. 21, 2004.  Todd A. Lehtonen is
the Liquidating Trustee for the PurchasePro.com Liquidating Trust
established under the confirmed Plan.  Gregory E. Garman, Esq., at
Gordon & Silver, Ltd., represents the Liquidating Trustee.


QUESTEX MEDIA: Gets Nod for Lenders-Led Auction on Nov. 20
----------------------------------------------------------
Questex Media Group Inc. and its debtor-affiliates obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to hold an auction for substantially all of their assets
where first lien lenders would be the lead bidder.

The Debtors and QMG Acquisition LLC entered on Oct. 9, 2009, into
an asset purchase agreement, wherein QMG Acquisition will purchase
all of the Debtors' assets for $120 million.  Under the agreement,
the deal will be terminated if the Debtors failed to close the
sale prior to the 75th day after their bankruptcy filing.

QMG is a group formed by the first-lien lenders, who also be the
providers of its debtor-in-possession loan. Credit Suisse was the
administrative agent for the first-lien lenders, owed for amounts
provided for in a $30 million first lien revolving credit facility
and a $150 million first lien term loan.

The Debtors have proposed Nov. 18, 2009, as deadline for
interested purchasers to submit offers for the assets.  The
Debtors want to auction their assets on Nov. 20, 2009, followed by
a sale hearing on Nov. 24, 2009.

A hearing is set for Oct. 26, 2009, at 3:00 p.m., to consider the
Debtors' request.  Objections, if any, are due Oct. 19, 2009.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?46e6

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Company says it has
assets of $299 million against debts of $321 million.


ROYCE BUILDERS: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------
Sally Macdonald at MyFoxHouston.com reports that Royce Builders
has filed for Chapter 7 bankruptcy protection and hasn't been
operating since April 2008.  MyFoxHouston.com states that
homeowners are crying out for help from Royce Builders'
subdivision, Grant Meadows, in northwest Harris County.  According
to MyFoxHouston.com, the subdivision has unfinished streets,
trash, empty lots and homes, a view that is hardly worth the
starting home price of $150,000.  Hurricane Ike knocked down
fences that haven't been repaired, says the report.


SEMGROUP LP: Int'l Bank Wants Discovery on Examiner
---------------------------------------------------
International Bank of Commerce and National City Bank seek the
Court's authority to conduct discovery on Louis J. Freeh, Esq.,
the appointed examiner of the Chapter 11 cases of the Debtors and
his professionals, pending entry of a supplemental order
authorizing the Examiner's Motion for Discharge from Chapter 11
Probe Duties.

To recall, International Bank and National City commenced an
adversary proceeding against Bank of America, N.A., and ABN Amro
Bank, N.V., and other lenders to an October 18, 2005 Credit
Agreement.  The Complaint seeks a determination that the claims
of the Lenders arising from certain commodity swap transactions
totaling $480 million are not secured claims in the Debtors'
Chapter 11 cases because the subject swap transactions were
prohibited by the Credit Agreement.

James E. Huggett, Esq., at Margolis, Edelstein, in Wilmington,
Delaware, relates that among the information relied upon by
International Bank in preparing and prosecuting the Complaint
were the findings and conclusions of the Examiner's Report.  He
notes that since the Examiner has performed an analysis of the
Debtors' swap transactions, discovery of the bases for his
conclusions is a logical starting point for all discovery in the
Adversary Proceeding.

Mr. Huggett points out that the work of the Examiner and his
professionals was funded by the assets of the Debtors' estates,
and thus imposed a tax upon the claims of all impaired classes of
creditors, including those of working capital lenders like
International Bank.  While the Examiner's Report substantially
contributed to the administration of the Debtors' Chapter 11
cases, if estate constituencies who funded the work of the
Examiner are not allowed to propound discovery to the Examiner or
his professionals in connection with important case disputes,
then the full value of the Examiner's labors will be unrealized,
he maintains.

To the extent the Court enters a supplemental order with respect
to the Examiner's Motion for Discharge, International Bank asks
the Court to confirm that the supplemental order will not prevent
any party to the Adversary Proceeding from propounding discovery
upon the Examiner and his Professionals with respect to the Swap
Analysis performed by the Examiner and his Professionals.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Kinder Morgan Wants Stay Relief to Enforce Lien
------------------------------------------------------------
Kinder Morgan Liquids Terminals, LP, and Debtor SemMaterials, LP,
are parties to a prepetition tank storage agreement whereby
Kinder Morgan agrees to provide storage and related services to
certain commodities.

According to Kinder Morgan, the Debtor has defaulted under the TS
Agreement by failing to directly pay $7,637 for 2008.  Kinder
Morgan adds that the Debtor has abandoned commodity in certain
tanks governed by the TS Agreement.  Kinder Morgan says it has
incurred expenses associated with cleaning up the tanks in the
amount of $35,259.

Kinder Morgan asks the U.S. Bankruptcy Court for the District of
Delaware to lift the automatic stay to allow it to enforce its
warehouse lien in all remaining product abandoned by the Debtor
to satisfy the Debtor's obligations to reimburse Kinder Morgan
for past due warehouse charges, including expenses for clean-up
of the Debtor's abandoned product.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: OPC Says Oklahoma Producers Deal Incomplete
--------------------------------------------------------
Special Energy Corporation commenced an action against Debtor
SemCrude, L.P., seeking repayment of $5,226,371, which non-party
ScissorTail Energy LLC had wired to SemCrude's Operating Account
in July 2008.

In May 2007, SemCrude and Special Energy were parties to a
Production Payment Conveyance, a Purchase and Sale Agreement, and
a Production and Delivery Agreement, whereby SemCrude loaned
$5,000,000 to Special Energy and Special Energy granted SemCrude
an interest in specified oil and gas wells.  As of May 31, 2009,
the March 2007 Production Payment loan had an outstanding balance
of $427,590.

In July 2008, SemCrude and Special are parties to a Production
Payment Conveyance, a Purchase and Sale Agreement, and a
Production and Delivery Agreement, whereby SemCrude loaned
$5,000,000 to Special Energy and in return Special Energy granted
SemCrude an interest in specified oil and gas wells.  Since
February 23, 2009, Special Energy has been repaying the July 2008
Production Payment into a segregated account, which has a balance
as of September 25, 2009 in $935,866.  As of May 31, 2009, the
July 2008 Production Payment had an outstanding balance of
$4,508,739.  Under the July 2008 Purchase and Sale Agreement,
SemCrude agreed to loan an additional $5,000,000 to Special
Exploration Co., Inc., on September 1, 2008; however, SemCrude
never made the September 2008 Production Payment due to its
bankruptcy.

Debtor SemGas, L.P. and Special Energy are parties to an Amended
and Restated Gas Purchase, Gathering, and Processing Agreement
dated November 1, 2008, whereby Special Energy dedicated to
SemGas all gas produced from specified lands for SemGas to
purchase, gather, and cause to be processed.

To resolve the parties' dispute in the Adversary Proceeding and
other outstanding issues with respect to their prepetition
obligations, the Debtors and Special Energy entered into the
Settlement Agreement.  The salient terms of the Settlement
Agreement are:

(a) After the effective date of the Settlement Agreement,
     Special Energy will authorize the Debtors to file a
     stipulation of voluntary dismissal as to all defendants in
     the Adversary Proceeding pursuant to Rule 41(a)(1)(A)(ii)
     of the Federal Rules of Civil Procedure.  Special Energy
     also agreed to fully release the Debtors from all its
     claims arising from the Adversary Proceeding.

(b) SemCrude will make a critical vendor payment of $3,200,000
     to Special Exploration as repayment for a portion of the
     ScissorTail Payment.

(c) SemCrude will not be obligated to make the $5,000,000
     September 2008 Production Payment to Special Exploration
     under the July 2008 Purchase and Sale Agreement.  Special
     Energy also agrees to waive any claim it may have now or in
     the future to seek payment from SemCrude of the $5,000,000
     or any portion of it.

(d) SemCrude will credit $172,878 of the ScissorTail Payment
     towards the amount Special Exploration owes SemCrude to
     repay the March 2007 Production Payment.  In addition,
     SemCrude will credit $872,959 of the ScissorTail Payment
     towards Special's repayment of the March 2007 Production
     Payment and the July 2008 Production Payment.  Of the
     $872,959 credit, $254,712 will be credited towards
     Special Energy's full repayment of the March 2007
     Production Payment bringing the balance to zero and
     $618,246 will be credited towards Special Energy's
     repayment of the July 2008 Production Payment, bringing the
     balance to $3,890,493.

(e) Special Energy has agreed to pay SemCrude 75% of the net
     revenue interest Special Energy earns, and has earned from
     May 31, 2009, through its ownership interest in the twenty-
     five wells used to repay the July 2008 production payment
     until SemCrude receives $2,909,959 as repayment for the
     July 2008 Production Payment.  At the same time that
     SemCrude pays $3,200,000 to Special Exploration, Special
     Energy will pay SemCrude for production Special Energy sold
     from June, July, and August 2009.  After SemCrude has
     received $2,909,959, SemCrude will credit the remaining
     $980,534 owed on the July 2008 Production Payment, bringing
     the balance of the July 2008 Production Payment to zero.
     SemCrude will then release all mortgages filed against the
     wells securing the July 2008 Production Payment and will
     instruct all purchasers of oil and gas from these wells to
     remove SemCrude from the pay deck.

(f) The parties agree to mutual releases with respect to any
     claims arising from the March 2007 Production Payment
     Agreements, the July 2008 Production Payment Agreements,
     and the Gas Gathering Agreement.

The Debtors ask the Court to approve the Settlement Agreement
they entered with Special Energy.

The Debtors assure the Court that the Settlement Agreement
eliminates the risk attendant to litigation of the Adversary
Proceeding and resolves the outstanding disputes regarding
prepetition obligations related to the parties' complex business
relationship.

                          OPC Objects

The Official Producers' Committee comments that the proposed
settlement agreement between the Debtors and Special Energy
Corporation is incomplete because while settling certain claims
of Special Energy against the Debtors, the proposed settlement
leaves open other disputed claims of Special Energy.  Special
Energy contended that the entire Section 503(b)(9) portion of its
Other Claim should be included in the Allowed First Purchaser
Producer Twenty-Day Claims list in the Plan, which position the
OPC rejects.  The OPC points out that these disputes would linger
despite the proposed settlement. The OPC adds that the Settlement
has insufficient information to aid evaluation of the settlement.

If the settlement is approved, the OPC asks the Court that any
order approving the settlement should be without prejudice to the
rights of any party, including the OPC, to object to Special
Energy's Section 503(b)(9) claim or oppose the inclusion of that
claim in the Plan in an amount greater than listed.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEVEN FALLS: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Seven Falls LLC and affiliate Zeuss LLC filed Chapter 11 petitions
on Oct. 26 in Asheville, North Carolina (Bankr. W.D. N.C. Case
Nos. 09-11182 and 09-11183.

James Shea at Times-News Online reports that Seven Falls Golf and
River Club developer Keith Vinson has filed for Chapter 11
bankruptcy protection, before a foreclosure sale was finalized.

National Bank of South Carolina had filed foreclosure documents on
Seven Falls and Zeus Investments, claiming that Mr. Vinson
defaulted on $15.7 million in loans, secured by the golf academy,
practice range, and partially completed golf course.  National
Bank began foreclosure proceedings in August, and the sale was set
for September 23, until Mr. Vinson was given three extensions
before the sale took place on October 16.  according to Times-
News, National Bank purchased Seven Falls' 448-acre parcel for
$11.2 million, which contained the golf course, as well as Zeus
Investments' 148-acre parcel, which contained the golf academy and
practice range, for $4.1 million.

Citing Mr. Vinson, Times-News relates that Seven Falls has lined
up financing with a private investor and hopes to secure the money
in the next two weeks.

Seven Falls has a golf course and residential development on 400
acres in Hendersonville, North Carolina.  Assets are listed as
$60.7 million against debt totaling $47.2 million.  Secured debt
is $22.4 million.  Zeuss owns a nine-hole practice facility and
golf academy along with lots, also in Hendersonville.  The assets
are listed as $10 million. Debt is $7.2 million, all of which is
secured.


SEVEN FALLS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Seven Falls, LLC
        39 Pleasant Grove Church Road
        Hendersonville, NC 28739

Case No.: 09-11182

Chapter 11 Petition Date: October 26, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge:  George R. Hodges

Debtor's Counsel: Christine L. Myatt, Esq.
                  P.O. Box 3463
                  Greensboro, NC 27402
                  Tel: (919) 373-1600
                  Email: CMyatt@npaklaw.com

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

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

According to the schedules, the Company has assets of at least
$60,713,027, and total debts of $47,233,168.

The petition was signed by Keith A. Vinson, the company's managing
member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Bustamante, Elizabeth and                             $89,690
Sims, Sherry

Clark & Co.                                           $160,884

East Cost Sod & Seed, LLC                             $87,060

Ed Holmes & Associates                                $142,529

Gillespie, Eddie S.                                   $5,000,000
420 Live Oak Drive
Mount Pleasant, SC 29464

Gillespie, Eddie S. and Petit,                         $2,000,000
J. Roger                                               ($1,400,000
420 Live Oak Drive                                     secured)
Mount Pleasant, SC 29464

Hendersonville Tax Collector                          $89,655
c/o Terry F. Lyda

Internal Revenue Service                              $163,344
Special Procedures

Kraft, John and Kim                                   $111,590

Landscapes Unlimited of                               $2,187,254
Nebraska, LLC

Mill Creek Post & Beam Co.                            $116,526

NC Department of Revenue                              $114,094

NC Department of Revenue                              $178,337

Premier Restaurant Equipment, Co.                     $75,315

Smith Turf & Irrigation                               $124,535

SunTrust Leasing Corp                                 $194,402
Attn: Doug Furman

T & K Utilities                                       $184,697

Taylor & Murphy Construction                          $225,416
Co., Inc.

Taylor & Murphy Construction                          $946,208
Co., Inc.

Windsor Aughtry                                       $312,870


SHERBURNE COMMONS: Sale Hearing Scheduled for Friday Morning
------------------------------------------------------------
Sherburne Commons, Inc., will ask the U.S. Bankruptcy Court to
approve a sale of substantially all of the assisted living
facility operator's assets under section 363 of the Bankruptcy
Code and pursuant to a Joint Liquidating Plan to Servant
Healthcare Investments, LLC, a Florida limited liability company,
free and clear of all Liens, Claims and Interests, and authorizing
the assumption and assignment of certain executory contracts and
unexpired leases.

The Sale Hearing will convene at 9:30 a.m. on Friday, October 30,
2009, before the Honorable William C. Hillman in Boston.
Sovereign Bank, the Debtor's principal lender, supports the sale.

Assisted living facility owner and operator Sherburne Commons,
Inc. -- http://www.sherburnecommons.com/-- sought Chapter 11
protection (Bankr. D. Mass. Case No. 08-18026) on Oct. 23, 2008.
THe Debtor is represented by Heather J. Zelevinsky, Esq., and
Steven T. Hoort, Esq., at Ropes & Gray LLP.  At the time of the
filing, the Debtor estimated its assets and liabilities at
$10 million to $50 million.

In the Debtor's Chapter 11 case, Servant is represented by:

         Michael A. Okaty, Esq.
         Foley & Lardner LLP
         111 North Orange Avenue, Suite 1800
         Orlando, FL 32801

the Official Committee of Unsecured Creditors is represented by:

         Harold B. Murphy, Esq.
         Hanify & King, P.C.
         1 Beacon Street, 21st Floor
         Boston, MA 02108-3107

and Sovereign Bank is represented by:

         David C. Phalen, Esq.
         Bartlett Hackett Feinberg P.C.
         155 Federal Street
         Boston, MA 02110

Coverage of Sherburne Commons, Inc.'s Chapter 11 proceedings
appeared in the Troubled Company Reporter on Oct. 28, 2008, and
July 3, 2009.


SPANSION INC: Ad Hoc Committee Budget for Professional Fees
-----------------------------------------------------------
Lucian B. Murley, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, co-counsel to the Ad Hoc Equity Committee in Spansion
Inc.'s cases, relates that at the hearing held October 2, 2009,
the Court requested that the Ad Hoc Equity Committee formulate a
budget setting forth the estimated professional fees and expenses
attendant to the prosecution by the Ad Hoc Equity Committee of
objections to:

  (i) the Debtors' forthcoming disclosure statement; and
(ii) confirmation of the Debtors' plan of reorganization.

Accordingly, a budget has been filed with the Court, a copy of
which is available for free at:

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

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Laid Off Some Workers on Monday
---------------------------------------------
Dylan McGrath at EE Times reports that Spansion Inc. said it laid
off an undisclosed number of workers on Monday.  A Spansion
spokesperson said in a prepared statement that a "small
restructuring" took place at Spansion and that the layoff was
"necessary to better prioritize and align the Company's resources
with its business goals and emergence from Chapter 11."  EE Times
says that Spansion declined to provide further details.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Samsung Presents Issues on Appeal of ITC Order
------------------------------------------------------------
Samsung Electronics Co., Ltd., informs the U.S. Bankruptcy Court
for the District of Delaware that it will take an appeal to the
U.S. District Court for the District of Delaware from the
October 1, 2009 Memorandum Opinion and Order issued by Judge Kevin
J. Carey, granting motions filed by the Ad Hoc Consortium of
Floating Rate Noteholders and Masao Taguchi seeking, among other
things, a determination that the automatic stay applies to an
investigation being conducted by the United States International
Trade Commission.

The United States International Trade Commission informs the U.S.
Bankruptcy Court for the District of Delaware that it will also
take an appeal of the October 1 Order by the Bankruptcy Court.

Pursuant to the Court's October 1, 2009 Order, Judge Carey
concluded that Samsung violated the automatic stay of Section 362
of the Bankruptcy Code by filing the Samsung Action to enforce
postpetition patent infringement claims against the Chapter 11
Debtors and the Foreign Debtor.  Judge Carey held that the
Samsung Action does not fall within the police and regulatory
powers exception to the automatic stay.

Samsung Electronics Co., Ltd., filed a complaint on July 31,
2009, against Spansion International, Inc., and Dr. Reinhard
Weigl, in his capacity as business representative of the German
branch of Spansion International.  Samsung's claims in the German
Action concern alleged patent infringements arising out of the
manufacture and sale of flash memory chips.  Samsung alleges that
Spansion International's infringing conduct began on March 2,
2009, the day after the Petition Date.

The Debtors aver that they did not begin any infringing conduct on
March 2, 2009.  The Debtors maintain that they did not introduce
any new or modified products on that day or engage in any new or
different business activities from those activities that they had
engaged in prior to the Petition Date.  According to the Debtors,
their conduct that is the alleged basis for the German Complaint
predated March 2, 2009, by months.

Thus, the Debtors asked the Court to, among other things, enforce
the automatic stay against Samsung with respect to the prosecution
of the German Complaint.

Samsung wants the District Court to determine whether the
Bankruptcy Court erred in:

  (a) concluding that the automatic stay under Section 362 of
      the Bankruptcy Code applies to Samsung's action against
      Spansion in the U.S. International Trade Commission for
      postpetition infringement;

  (b) concluding that the ITC Action does not fall within the
      exception to the automatic stay as an action by a
      governmental unit exercising its police and regulatory
      power; and

  (c) finding that the ITC Action for postpetition
      infringement could not proceed under 28 U.S.C. Section
      959.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: U.S. Bank Sues to Assume Full Payment of Claims
-------------------------------------------------------------
U.S. Bank National Association, as trustee, seeks declaratory
judgment against Wilmington Trust Company and Debtors Spansion
Inc., Spansion Technology LLC, Spansion LLC, Cerium Laboratories
LLC, and Spansion International, Inc.

U.S. Bank National Association is the successor trustee under
that certain Indenture dated as of December 21, 2005, originally
among Spansion LLC, the guarantors, and Wells Fargo Bank, N.A.,
as trustee, pursuant to which Spansion LLC issued certain 11.25%
Senior Notes due 2016 in the original aggregate principal amount
of $250 million.

Wilmington Trust Company, as trustee, is the successor indenture
trustee under that certain indenture, dated as of June 12, 2006,
originally by and among Spansion LLC, Spansion Inc., and Spansion
Inc., as guarantors, and Wells Fargo, as trustee, pursuant to
which Spansion LLC issued those certain 2.25% Senior Exchangeable
Debentures due 2016 in the original aggregate principal amount of
$207 million.

On October 2, 2009, the Debtors filed a proposed plan of
reorganization under which the Senior Notes and Exchangeable
Debentures are classified as "Class 5 - General Unsecured
Claims."  Pursuant to the Plan, the sole distribution to Class 5
general unsecured creditors is a pro rata share of 39,546,691
shares of New Spansion Common Stock.  In connection therewith,
the Plan provides that no distribution will be made to the
Indenture Trustee for the Exchangeable Debentures or to the
holders of Exchangeable Debentures until the rights of the
holders of the Senior Notes have been satisfied.

As Senior Trustee for the Senior Notes, U.S. Bank asserts that in
light of the subordination provisions in the Subordinated
Indenture, the rights of holders of the Senior Notes will not be
satisfied unless the distribution to the holders of the Senior
Notes includes any distribution attributable to the holders of
Exchangeable Debenture Claims.

In response to the U.S. Bank's assertion as Senior Trustee, the
Plan provides that, unless the Confirmation Order provides
otherwise, on the Effective Date, any distribution attributable
to the holders of Exchangeable Debenture Claims will be held in
escrow with an agent and on terms reasonably acceptable to each
of the Company, the Indenture Trustee for the Exchangeable
Debentures, and the Indenture Trustee for the Senior Notes, and
that escrow will be maintained pending entry of a final and non-
appealable order directing the release from the escrow of the
distribution attributable to the Holders of Exchangeable
Debentures Claims.

Accordingly, U.S. Bank seeks a declaration that in the event
shares of New Spansion Common Stock are distributed by the
Reorganized Debtors, under the Plan or under any plan confirmed
in the Debtors' cases, the Holders of the Senior Notes are
entitled to receive payment in full of all obligations in respect
of the Senior Indenture, including all interest accrued or
accruing on the Senior Notes after the commencement of the
bankruptcy proceedings, before any payment or distribution is
made to the Holders of the Exchangeable Debentures.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


STINSON PETROLEUM: Court OKs $1.95MM DIP Loan from Community Bank
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
authorized, on a final basis, Stinson Petroleum Company Inc. to
access postpetition facility from Community Bank.  The bank will
loan the Debtor $1.95 million on a revolving basis, of which, the
loan proceeds will be used solely for purposes of operating the
Debtor's business.

The interest rate, effective Sept. 29, 2009, for the postpetition
financing will be 8% and any advances made will be due and payable
on or before Nov. 15, 2009.

The Court also ordered that all account receivable payments will
be forwarded to the lockbox established by the bank and under the
direction and control of Jabez Group, LLC as the Debtor's third
party analyst.

As reported in the Troubled Company Reporter on Aug. 27, 2009, the
Debtor owed $4,605,715, to Community Bank and admitted that the
bank hold valid, perfect and enforceable liens and security
interest in all of the prepetition collateral.

Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed
for Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Miss. Case No. 09-
51663).  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  Harris Jernigan &
Geno, PPLC, represents the Debtor in its restructuring efforts.
In its petition, the Debtor listed assets and debts both ranging
from $10,000,001 to $50,000,000.


SUNRISE SENIOR: Enters Into Restructuring Agreements with Lenders
-----------------------------------------------------------------
Sunrise Senior Living, Inc., on October 27 disclosed that it
entered into a restructuring agreement, in the form of a binding
term sheet, with Capmark Finance Inc. and Natixis, London Branch,
two lenders of Sunrise and certain of its affiliates, to settle
and compromise their claims against Sunrise and certain of its
affiliates, including under operating deficit and principal
repayment guarantees provided by Sunrise and certain of its
affiliates in support of Sunrise's German subsidiaries.  Capmark
Finance and Natixis contended that these claims had an aggregate
value of approximately $121.6 million.  The binding term sheet
contemplates that, on or before the first anniversary of the
execution of definitive documentation for the restructuring,
certain other identified lenders of Sunrise may elect to
participate in the restructuring with respect to their asserted
claims.  The claims being settled by Capmark Finance and Natixis
represent approximately 77.5 percent of the aggregate amount of
claims asserted by the lenders that may elect to participate in
the restructuring transaction.

Sunrise also disclosed October 27 that it entered into agreements
with Sunrise's joint venture partner in the Fountains portfolio,
as well as with HSH Nordbank AG, New York Branch, the lender to
the Fountains venture, to release Sunrise from all claims that the
joint venture partner and HSH Nordbank had against Sunrise prior
to the date of the agreements and from all future funding
obligations of Sunrise in connection with the Fountains portfolio.

"We are pleased that, after having previously exited Trinity
Hospice, Greystone and Aston Gardens, substantially reduced our
overhead run rate, stabilized our liquidity by selling assets and
extended our credit line, we have now successfully restructured
our Fountains portfolio and the bulk of our corporate obligations
relating to Germany," said Mark Ordan, Sunrise's chief executive
officer.  "We have been following a plan to discontinue non-core
operations nd keep Sunrise focused as the premier senior living
care provider."

                              Germany

The restructuring agreement, which was executed on October 22,
2009, provides that the electing lenders will release and
discharge Sunrise from certain claims they may have against
Sunrise.  Sunrise will issue to the lenders that elect to
participate in the restructuring on or before the first execution
of the definitive documentation, their pro rata share of up to an
aggregate of 5 million shares of Sunrise common stock and will
grant mortgages for the benefit of all electing lenders on certain
of its unencumbered North American properties.  Following the
first execution of the definitive documentation for the
restructuring, Sunrise will pursue the sale of such mortgaged
properties and distribute the net sale proceeds to the electing
lenders.  Sunrise has guaranteed that, within 30 months of the
first execution of the definitive documentation for the
restructuring, the electing lenders will receive a minimum of
$58.3 million from the net proceeds of any such sale, which equals
80 percent of the most recent aggregate appraised value of these
properties.  If the electing lenders do not receive at least
$58.3 million by such date, Sunrise will make payment to cover any
shortfall or, at such lenders' option, convey to them the
remaining unsold properties.

In addition, Sunrise will market for sale the German assisted
living communities subject to loan agreements with the electing
lenders and will remain responsible for all costs of operating,
preserving and maintaining these communities until the earlier of
either their sale or December 31, 2010.

The closing of the transaction, including the execution of the
definitive documentation, the release of claims and the issuance
of Sunrise common stock, is conditioned upon receipt of consent
for the transaction from Bank of America, N.A., as the
administrative agent under Sunrise's credit agreement, on or
before November 11, 2009.  In accordance with the binding term
sheet, definitive documentation shall be executed as soon as
reasonably possible (but no later than 40 days) after the receipt
of such required consent.

Sunrise continues to be liable under certain operating deficit and
repayment guarantees for the Klein Flottbeck and Wiesbaden
communities, and certain principal repayment guarantees for the
Hoesel land which is not part of the restructuring agreement.

                                Fountains

Pursuant to the agreements relating to the Fountains portfolio,
HSH Nordbank and Sunrise's joint venture partner released Sunrise
from all past and future funding commitments in connection with
the Fountains portfolio, as well as from all other liabilities
prior to the date of the agreements arising under the Fountains
joint venture, loan and management agreements, including
obligations under operating deficit and income support
obligations.  Sunrise will retain certain management and operating
obligations going forward during a temporary transition period.

In exchange for these releases, Sunrise has, among other things:

    -- Transferred its 20-percent ownership interest in the
       Fountains joint venture to its joint venture partner;

    -- Contributed vacant land parcels adjacent to six of the
       Fountains communities and owned by Sunrise to the Fountains
       joint venture; and

    -- Agreed to transition from management of the 16 Fountains
       communities as soon as the transition closing conditions
       are met and the new manager has obtained the regulatory
       approvals necessary to assume control of the
       facilities (Sunrise expects to transition from management
       of the Fountains communities during the course of 2010).

The contributed vacant land parcels were carried on Sunrise's
consolidated balance sheet at a book value of $12.9 million at
September 30, 2009.

                    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.


TERRY MANUFACTURING: Court OKs $15.9MM Worker & Creditor Payouts
----------------------------------------------------------------
Roy L. Williams at The Birmingham News reports that Bankruptcy
Judge William Sawyer has approved payouts of $15.9 million to
Terry Manufacturing, Inc.'s former employees and creditors -- the
final distribution of money collected after bankruptcy proceedings
began almost six years ago.  According to The Birmingham News, the
money distributed on Tuesday was recovered after Les Alexander,
the Chapter 11 trustee, started a probe in 2003.

Terry Manufacturing, Inc., is a maker and supplier of uniforms and
sportswear.  The company filed a Chapter 11 bankruptcy petition on
July 7, 2003 (Bankr. M.D. Ala. Case No. 03-32063).  Von G. Memory,
Esq., at Memory & Day represents the Debtor.  On May 13, 2004,
the case was converted to a Chapter 7 liquidation.

Brent B. Barriere, Esq., and Catherine E. Lasky, Esq., at Phelps
Dunbar in New Orleans represented the Chapter 7 Trustee in this
adversary proceeding.  C. Ellis Brazeal, Esq., at Walston, Wells &
Birchall, LLP, in Birmingham, Alabama, represented N.D. Horton and
James M. Reynolds, III.


THELEN LLP: Counsel Says Artwork Will Be Auctioned Off
------------------------------------------------------
According to Nate Raymond at New York Law Journal, art from
bankrupt law firm Thelen will eventually be auctioned off, though
nothing has been scheduled, said Peter Gilhuly, Thelen's
bankruptcy lawyer at Latham & Watkins in Los Angeles.

According to the report, Mr. Gilhuly estimated the auction would
fetch $100,000, adding that "it is a nice collection but, as you
know, the market is depressed."

As reported by the Troubled Company Reporter on September 22,
2009, citing The Recorder, Thelen LLP filed for Chapter 7
protection, after its partnership agreed to dissolve the Company.
According to The Recorder, the filing was expected due to the
timing of a writ of attachment filed by one of Thelen's landlords,
entitling the landlord to $25 million of the Company's assets.
The Recorder says that the landlord won approval for that writ in
June 2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.


THELEN LLP: Some Firms Liable for Lay Offs, Says Ex-Staffers
------------------------------------------------------------
Law360 reports that the the ex-staffers have argued that the five
high-powered firms to which Thelen LLP's partners defected
effectively purchased the now-defunct firm's business and are
therefore liable to its laid-off employees under the Worker
Adjustment and Retraining Notification Act.

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

As reported by the Troubled Company Reporter on September 22,
2009, citing The Recorder, Thelen LLP filed for Chapter 7
protection, after its partnership agreed to dissolve the Company.
According to The Recorder, the filing was expected due to the
timing of a writ of attachment filed by one of Thelen's landlords,
entitling the landlord to $25 million of the Company's assets.
The Recorder says that the landlord won approval for that writ in
June 2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


THORNBURG MORTGAGE: Court Names Trustee to Take Over Liquidation
----------------------------------------------------------------
The Bankruptcy Court, at the behest of the U.S. Trustee, has
appointed a trustee to take over Thornburg Mortgage's liquidation,
after it was discovered former executives were using staff and
equipment to launch start-up venture SAF.

Reuters relates that it was revealed during a hearing earlier this
month that "virtually every employee" of Thornburg Mortgage was
being used to develop a new company being launched by the
Company's top executives.  According to Reuters, a government
attorney had asked the court to block Thornburg Mortgage's
management and board of directors from running the Company as they
did little after learning on August 11 that the former CEO and
chief financial officer -- who resigned on September 15 -- might
be misusing company funds to develop their start-up.  Reuters says
that Thornburg Mortgage is seeking to recover from the two former
executives the funds and staff costs, estimated at $200,000, that
were diverted to develop SAF.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TOUSA INC: Arguments Heard on Bid to Stay Judgment Against Lenders
------------------------------------------------------------------
U.S. Bankruptcy Judge John K. Olson in Fort Lauderdale, Florida,
at a hearing on October 26, heard arguments on a request by the
first- and second-lien lenders for a stay pending appeal from the
Oct. 13 ruling that a $500 million loan was a fraudulent transfer
as to the Tousa subsidiaries that pledged their assets while
receiving no benefit from the loan.

According to Bill Rochelle at Bloomberg, at the end of the
hearing, Judge Olson said he would rule later on whether he would
halt enforcement of the judgment during appeal.  Judge Olson also
said he would decide how much of a bond, if any, the lenders must
post as a condition for a stay pending appeal.

Citicorp North America NA, the agent for the first-lien lenders,
is asking Bankruptcy Judge John K. Olson to grant the stay without
requiring a bond because there is no risk of default.

In the alternative, Citicorp requests, pursuant to Rule 7062, that
the Court fix the amount of the supersedeas bond to be posted to
effectuate a stay as of right.  Although not binding on the Court,
the Southern District of Florida's local rules provide that "[a]
supersedeas bond staying execution of a money judgment shall be in
the amount of 110% of the judgment." S.D. Fla. Local R. 62.1(A).
Thus, if the Court requires a bond as a condition to staying the
judgment, Citicorp says the Court should grant the instant motion
pursuant to Rule 62(d) requiring each lender to post a bond in an
amount no greater than 110% of its individual portion of the
judgment, with such bond to be posted within 30 days.

As reported by the TCR on Oct. 15, 2009, Judge John K. Olson of
the U.S. Bankruptcy Court for the Southern District of Florida has
held that the loans Citicorp North America, as administrative
agent, and certain prepetition lenders extended to TOUSA Inc. and
its affiliates barely six months before the Petition Date were
fraudulent transfers.

TOUSA, Inc. caused certain of its subsidiaries to borrow in July
2007 from certain lenders (i) a $200 million first lien term loan
with Citicorp, as administrative agent under the parties' credit
agreement, and (ii) a $300 million second lien term loan with
Citicorp as administrative agent, as subsequently replaced by
Wells Fargo Bank.  To secure the Loans, the lenders were granted
liens on substantially all of TOUSA's assets.  The proceeds of the
Loans were used to settle a litigation initiated by Senior
Transeastern Lenders against TOUSA and its subsidiary, TOUSA Homes
LP, that arose from the default on debt incurred to finance the
Transeastern Joint Venture, a business venture that TOUSA
undertook in 2005.  Certain of TOUSA's affiliates, otherwise
referred to as the "Conveying Subsidiaries," which were not
defendants in the Transeastern litigation and were not liable to
the entities that financed the Transeastern Joint Venture,
nonetheless incurred liabilities and granted liens to secure the
resolution of TOUSA Inc.'s liabilities as their parent company.

In the Adversary Complaint the Official Committee of Unsecured
Creditors initiated in July 2008 against Citicorp, Wells Fargo and
the Senior Transeastern Lenders, the Committee sought (1) to avoid
and recover $500 million in liens granted pursuant to the July
2007 Loan Transaction; (2) to recover $420 million paid in cash to
prior lenders to other Debtors whose loans were paid out as part
of the same loan transaction in which the challenged liens were
granted; and (3) to avoid as preferential the grant of a security
interest in a $207 million tax refund which was perfected less
than 90 days before the Debtors' petitions were filed.

With respect to the first lien lenders, the Court ordered the
disgorgement by the first lien lenders of "any and all
principal, interest, costs, expenses and other fees or amounts
paid to, for the benefit of, or on behalf of, the First . . . Lien
Lenders or in respect of the First . . . Lien Lenders' asserted
claims or obligations against the Conveying Subsidiaries' estates.
According to Citicorp, the payments on the loan obligation subject
to the disgorgement order include the paydown amount of
$70,884,588, plus other amounts which continue to be calculated,
included but not limited to interest payments made pursuant to the
First Lien Term Loan.  The Court set October 23, 2009 as the
deadline to file an accounting of the amounts to be disgorged
subject to the disgorgement order.

A full-text copy of Judge Olson's 182-page Findings of Fact and
Conclusions of Law dated October 13, 2009, is available for free
at http://bankrupt.com/misc/TOUSA_JudgeOlsonOct13Findings.pdf

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRIBUNE CO: Chicago Cubs Closes Sale to Rickets Family
------------------------------------------------------
The family of Joe Ricketts, founder of TD Ameritrade Holding
Corp., officially has become the owner of the Chicago Cubs
baseball team and Wrigley Field where the Cubs play.

According to Carrie Muskat at MLB.com, the Ricketts family
formally took control of the team, Wrigley Field and 25% of
Comcast Sportsnet after a financial closing on Tuesday.

The MLB Web site relates that the closing on the deal, valued at
$845 million, completes a 2 1/2-year effort after Tribune Co. put
the team, the stadium and broadcast interest up for bid.  Family
members Pete, Tom, Laura and Todd Ricketts now assume control of
the team, forming a board of directors.  Tribune Co. will retain a
5% interest and also have a seat on the board.  Tom Ricketts, 44,
will serve as board chairman.

"My family and I are thrilled that this day has finally come and
we thank [Major League Baseball] Commissioner Bud Selig and Major
League Baseball owners for approving our ownership," Tom Ricketts
said in a statement. "Now we will go to work building the
championship tradition that all Cubs fans so richly deserve.

"It's fitting that this closing takes place during World Series
week," he said. "Out of respect for the Fall Classic, and at the
league's request, we will wait to introduce ourselves to the media
and fans until this Friday, a travel day in the series between the
Phillies and the Yankees."

Past Cubs owners have included William Hulbert, the first
president of the National League, who took over the then named
Chicago White Stockings in 1876.  Albert Spalding retired as a
player in 1877, and took over as the team's general manager after
that season.  Mr. Spalding, who would become chief of the sporting
goods company of the same name, became the team owner upon
Hulbert's death in 1882.

Mr. Spalding was followed briefly by James Hart from 1902-05, and
sold the team to Charles Murphy for $105,000.  Mr. Murphy was the
owner the last time the Cubs won a World Series in 1908, but he
also fired Frank Chance when Mr. Chance was in a hospital
recovering from brain surgery.

Charles Weeghman purchased the team as part of a syndicate, which
included chewing gum executive William Wrigley, who took control
in 1919.  He was succeeded by his son, Philip, in 1932, and by his
son, William, in 1977.  The Wrigley family ended its ownership of
the team on June 16, 1981, when it sold the team to the Tribune
Co.

Under the media company, the Cubs had 17 managers, including
current skipper Lou Piniella, and won the National League East
twice (1984, '89), the Wild Card once (1998), and the Central
Division three times (2003, '07, '08). They have not reached the
World Series since 1945, and have not won it all since 1908, the
longest streak in professional sports.

                       Cubs Chapter 11 Sale

As reported by the TCR on Oct. 14, 2009, the Chicago Cubs won
court approval from Judge Kevin Carey to transfer control of the
baseball team to the family of Joe Ricketts, TD Ameritrade Holding
Corp.'s founder, one day after the sports franchise filed for
bankruptcy.

The sports franchise, Chicago National League Ball Club LLC, filed
for Chapter 11 on Oct. 13, as part of a plan by Tribune to sell
the baseball team for more than $700 million to the Rickets
family.  Chicago National is owned by Tribune.

According to Bloomberg News, JPMorgan Chase Bank NA, the agent for
the lenders funding the transaction, will collect a fee of $6.7
million. Carey said he would allow Tribune to pay the fee sooner
than would be typical in most bankruptcy cases because of the
unique circumstances of the Cubs sale.

The transfer has been approved by Major League Baseball's other
owners.

Tribune is 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.

                         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)


TRONOX INC: Equity Committee Pushes for New DIP Package
-------------------------------------------------------
Law360 reports that a group of creditors has asked the judge
overseeing Tronox Inc.'s bankruptcy proceedings to force the
chemical company to accept an alternative debtor-in-possession
financing plan they say would delay sale proceedings and
potentially provide more return for creditors.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: NJ Debtors's Plan Exclusivity Extended to Feb. 23
----------------------------------------------------------------
Judge Judith Wizmur extended Adamar of New Jersey Inc. and its
debtor-affiliates' exclusive period within which they may file a
plan of reorganization through and including December 25, 2009.

The New Jersey Debtors' exclusive period within which they may
solicit acceptances to a plan of reorganization is also extended
through and including February 23, 2010.

Judge Wizmur also extended the New Jersey Debtors' time to assume
or reject all their unexpired non-residential real property lease
pursuant to Section 365(d)(4) of the Bankruptcy Code through and
including November 25, 2009.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Proposes to Resolve AC Coin Claims
-------------------------------------------------
Before the Petition Date, Adamar of New Jersey Inc. and its units
transacted business with Atlantic City Coin & Slot Service
Company, Inc.  In the ordinary course of business, the New Jersey
Debtors and AC Coin entered into a First Amendment to the Lease
Agreement by and between Adamar of New Jersey, Inc., and AC Coin,
dated March 5, 2008.

The First Amendment provides that the Debtors will purchase 165
leased reconditioned IGT slot machines and accompany accessories
from AC Coin for $781,000, in exchange for AC Coin forgiving the
final 11 months remaining on the original Lease Agreement.

In addition, AC Coin has agreed to withdraw all of its 12 claims
against the New Jersey Debtors except Claim No. 435 for $14,877,
and Claim No. 528 for $5,109.

In this regard, the New Jersey Debtors negotiated an agreement at
arm's-length with AC Coin to withdraw its Claims in consideration
for the New Jersey Debtors tendering the final installment of
$350,000 towards the purchase of the Equipment.

The terms of the stipulation and consent order between the
parties are:

  (a) After the filing of a withdrawal of all Claims, counsel to
      AC Coin will release from escrow the final installment of
      $350,000 towards the purchase of the Equipment;

  (b) AC Coin, to the extent applicable, waives all existing
      rights and remedies against the New Jersey Debtors for any
      breach arising from the New Jersey Debtors' failure to pay
      the final installment of $350,000 by October 9, 2009,
      under the First Amendment.  The waiver will not extend to
      or prejudice any rights of AC Coin with respect of any
      future breach by the New Jersey Debtors under the First
      Amendment.  That date is extended until October 23, 2009.

  (c) Notwithstanding anything to the contrary, the New Jersey
      Debtors are not stipulating to the allowance of Claim Nos.
      435 and 528.  The New Jersey Debtors reserve their rights
      to file an objection to those claims at a later time on
      any grounds that bankruptcy or non-bankruptcy law permits.

The New Jersey Debtors submitted an application in lieu of a
motion in support of their request to approve the Stipulation and
Consent Order among the parties.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TURNKEY E&P: Enters into 2-Year Rental Contract for 4 Rigs
----------------------------------------------------------
Turnkey E&P Inc.'s wholly-owned U.S. subsidiary, Turnkey E & P
Corporation, which is currently in Chapter 11 bankruptcy
protection, has entered into a two-year contract to rent its four
drilling rigs to an established Mexican Oil and Gas drilling and
operating company currently under contract with Pemex for the
development and operation of certain Mexican oil fields.  The
lessee will rent the rigs on a bare rental basis at $5,000 per
calendar day commencing on the delivery date of each rig.  Total
gross revenue over the contract term will be approximately
$14.6 million.  Turnkey's four rigs will be delivered after a
pre-mobilization reconditioning program estimated to cost
$1.8 million.  The lessee will be responsible for all rig
operating costs during the term of the lease except for certain
defined structural repairs which may be required in the first six
months after delivery of each rig.  The lessee will deposit a
letter of credit to cover estimated repatriation costs prior to
taking delivery of the rigs.  During the term of the Rig Lease
Agreement, Turnkey will have the right to lease back the rigs for
$16,000 per day including operating and personnel costs.

The lessee has the option to purchase each rig for a period of one
year from delivery date for $7.5 million less a credit for 35% of
rental payments made to date.

The contract is subject to the approval of the Bankruptcy Court
and Turnkey's secured and unsecured creditors.  Cash flow from the
contract, net of administration costs, will be applied to reducing
Turnkey's secured and unsecured obligations.


UNIPROP MANUFACTURED: Closes Aztec Sale; Repays PNC Mortgage Debt
-----------------------------------------------------------------
Uniprop Manufactured Housing Communities Income Fund has closed on
the sale of its Aztec Estates property.  The sale price was
sufficient to retire the Fund's first mortgage debt as well as to
repay obligations to both National City Bank (now PNC Bank) and
the National City loan guarantor.  As a result of paying off the
first mortgage debt, the former Forbearance Agreement
automatically terminates as there is no longer a default.  The
Fund retains ownership of Old Dutch Farms with no debt obligation.

The Old Dutch Farms property is also under contract for sale.  The
buyer is currently in its due diligence period so it remains
uncertain if this transaction will close.  Should the sale close,
the Fund intends to wind-up its affairs and terminate.

On March 30, 2009, the Board of Directors of the General Partner
of Uniprop Manufactured Housing Communities Income Fund
unanimously approved a motion to accept a purchase offer from an
unrelated third party for the sale of Aztec Estates in Margate,
Florida.  The Agreement of Purchase and Sale was subsequently
entered into on March 31, 2009.  Because the Fund is in default on
its first mortgage loan, the lender's consent was sought.  Consent
was granted on the condition that the Fund enters into a
forbearance agreement with the lender.

In May 2009, Uniprop Manufactured entered into a Forbearance
Agreement with its first mortgage lender.  The Agreement called
for interest payments to be deferred for a six-month period.  The
Fund would attempt to close on the sale of Aztec Estates.

The Fund had said should the sale of Aztec Estates close at the
contracted price, the proceeds would be sufficient to satisfy the
entire debt amount with the first mortgage lender.  In this event,
the Fund would continue to own the Old Dutch Farms property.

If the Fund is unsuccessful in selling Aztec Estates or otherwise
defaults on the Agreement, the lender will have the ability to
record deeds on both Aztec Estates and Old Dutch Farms that will
transfer ownership of the two properties to the lender.

The Fund said in May the default on the National City loan has
been cured by the loan Guarantor; and that a Consulting Agreement
with the Fund's Consultant was terminated by the Consultant.

                    About Uniprop Manufactured

Uniprop Manufactured Housing Communities Income Fund, in
Birmingham, Michigan, was originally formed to acquire, maintain,
operate and ultimately dispose of income producing residential
real properties consisting of four manufactured housing
communities.

In 1986, Uniprop acquired Aztec Estates, a 645-site manufactured
housing community in Margate, Florida and Kings Manor, a 314-site
manufactured housing community in Ft. Lauderdale, Florida.
Uniprop acquired Old Dutch Farms, a 293-site manufactured housing
community in Novi, Michigan.  It also acquired The Park of the
Four Seasons, a 572-site manufactured housing community in Blaine,
Minnesota.

Uniprop operates the Properties as manufactured housing
communities with the primary investment objectives of: (1)
providing cash from operations to investors; (2) obtaining capital
appreciation; and (3) preserving capital of the Partnership. There
can be no assurance that such objectives can continue to be
achieved. During the fourth quarter of 2007, operations at Aztec
Estates were discontinued, the property was rezoned and the
property is currently being marketed for sale as more fully
described below.

At September 30, 2008, the Fund had $10,532,555 in total assets
and $15,560,134 in total liabilities.


US MORTGAGE: Court OKs Sale of 17 Mortgage Loans to First Bergen
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey granted
U.S. Mortgage Corp. and CU national Mortgage, LLC, authorization
to sell their 17 residential mortgage loans to First Bergen
Capital LLC, the stalking horse bidder.

The purchase price was $500,000 in immediately available funds at
the closing which was scheduled no later than Oct. 23, 2009.

The Debtors relate that the purchaser will not assume or become
liable for any liens, claims, interests and encumbrances relating
to the mortgage loans.

Based in Pine Brook, New Jersey, U.S. Mortgage Corp. --
http://2usmortgage.com/-- was a licenced mortgage banker founded
in 1996.  USM originated mortgages through a network of branch
offices, as well as sold mortgages in the secondary market to
investors and other parties.  CU National Mortgage, LLC was
developed to serve the needs of the credit union industry.

On February 23, 2009, USM filed for Chapter 11 relief in the U.S.
Bankruptcy Court for the District of New Jersey.  CU National
filed for bankruptcy protection on April 1, 2009, in the same
Court.  The cases are being jointly administered under Case No.
09-14301.  The Debtors commenced bankruptcy proceedings after
allegations surfaced that they sold mortgages more than once and
engaged in other alleged improprieties.

Bruce D. Buechler, Esq., Kenneth Rosen, Esq., and Nicole
Stefanelli, Esq., at Lowenstein Sandler PC, serve as bankruptcy
counsel.  The Debtor listed $10 million to $50 million in assets
and $100 million to $500 million in debts.


VALUE CITY: Court Extends Exclusive Plan Filing Until February 18
-----------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York extended Value City Holdings Inc.
and its debtor-affilates' exclusive periods to file a plan of
reorganization and to solicit acceptances of the plan until
Feb. 18, 2010, and April 21, 2010, respectively.

The Debtors relate that they continue to make timely payment of
their undisputed postpetition obligations and the extension will
afford parties-in-interest an opportunity to negotiate with the
Debtors as they formulate their Chapter 11 plan without prejudice
to the parties-in-interest.

The Debtors added the extension will provide sufficient time to
complete the wind-down process of the cases.

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D.N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors' in their restructuring efforts.  Epiq Bankruptcy
Solutions LLC is the claims, noticing and balloting agent for the
Debtors.  Glenn R. Rice, Esq., at Otterbourg Steindler Houston &
Rosen, PC, represents the official committee of unsecured
creditors as counsel.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
and $500 million each.

In November 2008, Judge James M. Peck of the U.S. Bankruptcy Court
for the Southern District of New York granted Value City Holdings
permission to conduct going-out-of-business sales to be managed by
liquidator and financial consultant Tiger Capital Group LLC.


VEGA METALS RECYCLING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Vega Metals Recycling, Inc.
        2425 Decatur Avenue
        Fort Worth, TX 76106

Bankruptcy Case No.: 09-46716

Chapter 11 Petition Date: October 26, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Randy Ford Taub, Esq.
                  Law Office of R. Ford Taub
                  1004 Crystal Springs Drive
                  Allen, TX 75013
                  Tel: (972)678-2950
                  Fax: (972) 678-2953
                  Email: rfordtaub@msn.com

Estimated Assets: $1,000,001 to $100,000,000

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 Vega, president and CEO of the
Company.


VISION POINT OF SALE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Vision Point of Sale, Inc.
        2260 Ridge Drive
        Glenview, IL 60025

Bankruptcy Case No.: 09-40250

Chapter 11 Petition Date: October 26, 2009

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Scott R. Clar, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  Email: sclar@craneheyman.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
20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/ilnb09-40250.pdf

The petition was signed by Frank Muscarello, chief executive
officer of the Company.


VISTEON CORP: Seeks Court Nod for $150-Mil. of DIP Financing
------------------------------------------------------------
Visteon Corporation (OTC: VSTN) has filed a motion with the U.S.
Bankruptcy Court in Delaware seeking approval of up to $150
million in debtor-in-possession financing from a consortium of its
term loan lenders.  The DIP facility will provide Visteon with
additional liquidity to fund ongoing operations as it progresses
with its Chapter 11 reorganization process.  The court is expected
to consider the motion Nov. 12.

Under terms of the proposed facility, Visteon will draw $75
million on the closing date of the agreement, with an option to
draw the balance at a later date.

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)


WATERFORD GAMING: Moody's Affirms 'Caa2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Waterford Gaming, LLC's and
Waterford Gaming Finance Corp.'s (co-issuer) existing ratings and
revised the outlook to stable from negative following the closing
of Mohegan Tribal Gaming Authority's $200 million second lien
notes due 2017 and the completed amendment of the leverage
covenants in MTGA's bank loan agreement.

The successful issuance of MTGA's second lien notes combined with
the amendment to the leverage covenants in its bank loan agreement
has restored MTGA's liquidity profile to adequate and reduced the
near-term risk of non-payment of the relinquishment fees to
Trading Cove Associates, Waterford's 50%-owned general
partnership.

Ratings affirmed:

  -- Corporate family rating at Caa2
  -- Probability of default rating at Caa1
  -- Senior unsecured notes rating at Caa2 (LGD4, 65%)

The last rating action was made on October 16, 2009, when Moody's
commented that Waterford's ratings and outlook were unaffected by
MTGA's announcement of its intent to issue $200 million second
lien notes.

Waterford is a special purpose company formed solely for the
purpose of holding a 50% partnership interest, as a general
partner, in TCA, a Connecticut general partnership and the manager
(until January 1, 2000) and developer of the Mohegan Sun casino
located in Uncasville, CT.  The Mohegan Sun casino is owned and
operated by MTGA.


WAVE SYSTEMS: Gets $1.6MM Contract From U.S. Defense Department
---------------------------------------------------------------
Wave Systems Corp. has been awarded a $1,600,000 contract by a
United States Department of Defense agency.  Wave will provide
consulting services in connection with a study to evaluate the
implementation of trusted computing solutions for the government.
The term of the project is expected to be approximately 17 months.

Headquartered in Lee, Massachusetts, Wave Systems Corp. (Nasdaq:
WAVX) -- http://www.wave.com/-- provides software to help solve
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.

Wave's balance sheet at June 30, 2009, showed total
assets of $2.85 million and total liabilities of $8.54 million,
resulting in a stockholders' deficit of about $5.69 million.


WC DESIGNS: Court OKs Sale of Business to Bristol for $1.25MM
-------------------------------------------------------------
Home Textiles Today has said WC Designs won approval from the
bankruptcy court in Santa Anna, California, to sell its business
to Bristol Associates Ltd. for $1.25 million in cash.

Standard Fiber, P.D.K. Worldwide Industries, Welspun USA, Keeco
and Sundaram participated at the auction for the Company's assets
early this month, the report said.

WC Designs filed for Chapter 11 bankruptcy in mid-September.  In

The company argued in a court filing that auctioning off its
assets would yield "substantially more" than a liquidation, which
it projects would raise just $200,000.


Z GALLERIE: Emerges From Chapter 11 with $22-Mil. in Exit Loans
---------------------------------------------------------------
Z Gallerie, a privately-held retailer of home furnishings and
decorative accessories, has emerged from Chapter 11 and completed
its recapitalization in less than six months.  The company also
reached an agreement with Wells Fargo Business Credit on a
$22 million exit financing package.

"We are pleased to have obtained support from our major
constituencies and to have completed the process so quickly," said
Mike Zeiden, Chief Financial Officer and co-founder.  "The
reorganization allowed us to achieve a recapitalization of our
balance sheet that results in a stronger financial foundation.
Combined with the rightsizing Z Gallerie accomplished before the
filing, we are in an excellent position to meet the challenges and
opportunities that lie ahead of us.

"Joe, Carole, and I started Z Gallerie as a family-owned business,
and we are elated to keep that ownership intact.  Our family eye
to the business and to our customers is one of the reasons for our
past success, and we are thrilled to have retained it for the
future.  We are deeply grateful to all of our employees for their
tremendous assistance during this period.  Their unwavering
loyalty has provided consistency and talent, not only in our
stores, but throughout the organization. We would also like to
thank our business partners who worked with us throughout our
reorganization.  Their ongoing support and words of encouragement
served as constant reminders of the strong relationships we have
established over the past 30 years.  Most importantly, we want to
thank our loyal customers who continued to support us. It goes
without saying: it is because of them we are here today.  We look
forward to a great future together."

The company's Plan of Reorganization was approved by virtually all
of the company's vendors.  "Our vendors have been extremely
supportive," stated Carole Malfatti, Vice President and co-
founder.  "We are fortunate to be able to work with the best to
provide the most interesting assortments for our style-conscious
customers."

Zeiden noted that sales are meeting projections, and the company
is looking forward to the upcoming holiday season.  He stated,
"While Z Gallerie has always provided unique and quality
merchandise at affordable prices, we are also mindful of our
customer's budget in today's economic environment.  Customer
response to our current pricing model has been positive."

The company recently launched a Facebook fan page that attracts an
enthusiastic customer following.  Over 5,000 fans participate
regularly, and their positive comments serve as a testament to Z
Gallerie's influence in the market and help build brand awareness.

The company has retained all of its principal merchandising and
customer programs, including its private label credit card. Z
Gallerie also continues to enhance its website and social
networking capabilities.  These efforts, along with in-store
merchandising, will better assist customers with their home
decorating decisions.

Z Gallerie is being advised by its turnaround managers, Thomas S.
Paccioretti and Benjamin F. Cary of Broadway Advisors, LLC; and
its bankruptcy counsel, Jeffrey W. Dulberg and Scotta E. McFarland
of Pachulski Stang Ziehl & Jones LLP.

                      About Z Gallerie

Founded in 1979 by family members Joe Zeiden, Carole Malfatti and
Mike Zeiden, Z Gallerie began as a small poster shop in Sherman
Oaks, Calif. Today, Z Gallerie offers high-quality, well-priced
merchandise for the entire home.  Its assortment includes
furniture, artwork, lighting, table top items, textiles and
decorative accessories.  The company now operates 54 retail
locations in 18 states, a website and one outlet.  Its
headquarters and distribution center are located in Gardena,
Calif., and creative and buying offices are located in Berkeley,
Calif. Z Gallerie is a privately-held company, employing nearly
800 people.


ZEUS INVESTMENTS LLC: Case Summary & Unsecured Creditor
-------------------------------------------------------
Debtor: Zeus Investments, LLC
        32 Orange Street
        Asheville, NC 28801

Case No.: 09-11183

Chapter 11 Petition Date: October 26, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge:  George R. Hodges

Debtor's Counsel: Christine L. Myatt, Esq.
                  P.O. Box 3463
                  Greensboro, NC 27402
                  Tel: (919) 373-1600
                  Email: CMyatt@npaklaw.com

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
$10,000,000, and total debts of $7,214,875.

The petition was signed by Keith A. Vinson, the company's managing
member.

Debtor's Largest Unsecured Creditor:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
N.C. Dept. of Environ.     Notice Only            Unknown
& Nat. Resources


* House Panel Tackles How to Handle "Too Big to Fail" Companies
---------------------------------------------------------------
ABI reports that House lawmakers this week are set to tackle some
of the thorniest issues in the effort to overhaul financial rules,
including how to take over large companies whose failure could
threaten the economy and what role the Federal Reserve should have
in policing markets' health.


* Nevada Bankruptcy Filings Up 64% in First Nine Months
-------------------------------------------------------
Arnold M. Knightly at Las Vegas Business Press reports that
bankruptcy filings in Nevada increased 64% in the first nine
months of 2009, with the rate of consumer bankruptcies surpassing
all other states' per capita rate.  Business Press relates that
filings in the U.S. Bankruptcy Court of Nevada increased to 21,969
in the nine months ended September 30, 2009, compared to 13,408 in
the same period last year, and compared to 10,874 bankruptcy
filings in 2007.


* Teamsters Commend Bipartisan Bill on Pension Reform
-----------------------------------------------------
The International Brotherhood of Teamsters applauded Reps. Earl
Pomeroy, D-N.D., and Pat Tiberi, R-Ohio, for introducing
legislation that would save jobs and stabilize pension plans.

Many single- and multi-employer pension plans are suffering
funding problems because of the unprecedented financial crisis
facing our country, putting unreasonable financial pressure on
companies that employ tens of thousands of workers.  The long-term
retirement security of these workers and millions of retirees is
being threatened. If Congress fails to change the laws governing
the funding status of pension plans, dozens of companies could
face bankruptcy, worsening the current unemployment crisis.  This
bill would help avert such a disaster by setting new funding rules
for defined benefit plans to allow them time to recover.

"This is about jobs," said Teamsters General President Jim Hoffa.
"We have to live up to promises that workers can retire with
dignity, but we also need to make sure we don't jeopardize jobs to
fulfill that promise."

"Reps. Pomeroy and Tiberi are responding to concerns by both
employers and workers about the pension and jobs crisis facing our
country," Mr. Hoffa said.  "This is a catastrophe caused by both
irresponsible Wall Street speculation and recent pension
legislation that did not contemplate the kind of collapse of
financial markets that occurred in 2008.  We can't do much about
Wall Street's past bad behavior, but we can at least fix the law
to take into account this unprecedented situation."

At the end of 2008, the largest U.S. pension funds had just 79
cents for every dollar owed to current and future retirees.

"This legislation would simply give our pension catastrophe that
the big banks and Wall Street operators created," said Teamsters
General Secretary-Treasurer Tom Keegel.  "Congress must act
quickly or pension funds will fail, and the bill introduced by
Reps. Pomeroy and Tiberi is a good one."

Particularly important in the legislation are amendments that
would alleviate the problems faced by multi-employer plans.  In
many of those plans, the number of retirees far exceeds active
participants because many former employers have failed.  In those
funds, the funding pressure on the remaining employers is
unsustainable and if not dealt with soon will lead to a new wave
of bankruptcies.

        About International Brotherhood of Teamsters

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.


* Greenberg's Shapiro to Serve as a Director at TMA
---------------------------------------------------
The International law firm Greenberg Traurig, LLP announced that
Keith J. Shapiro has been appointed to the International Board of
Directors of the Turnaround Management Association. Shapiro is the
Co-Chairman of the firm's Global Business Reorganization &
Bankruptcy Practice, Co-Managing Shareholder of the Chicago office
and a member of the firm's Executive Committee.

The Turnaround Management Association, the only international non-
profit association dedicated to corporate renewal, turnaround
management and distressed investing, announced its 2010 officers
and board of directors at its 21st annual convention last week.
Shapiro's two-year term will begin on January 1, 2010.

Mr. Shapiro has more than 25 years of experience and appears
worldwide in corporate bankruptcy matters and workouts,
representing troubled companies, financial institutions,
creditors' committees, hedge funds and private equity funds.  Mr.
Shapiro has played central roles in the bankruptcies of Ashton
Woods USA LLC; DBSI, Inc.; United Airlines; Tropicana
Entertainment, LLC; Conseco Finance Corp.; Kmart Corporation;
Montgomery Ward and many others.  An active member of the
restructuring community, Mr. Shapiro was chairman of the board and
president of the American Bankruptcy Institute, served on the
board of INSOL International, and was chair of the Chicago Bar
Association's Bankruptcy and Reorganization Committee.  Mr.
Shapiro is also a fellow of the American College of Bankruptcy.

The Chicago-based Turnaround Management Association has more than
9,000 members in 46 regional chapters who comprise a professional
community of turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
executive recruiters and consultants.

                    About Greenberg Traurig

Greenberg Traurig, LLP -- http://www.gtlaw.com/-- is an
international, full-service law firm with more than 1,800
attorneys and governmental affairs professionals in the United
States, Europe and Asia.  The firm was selected as the 2007 USA
Law Firm of the Year by Chambers and Partners.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Scores All Star Sports Bar, Inc.
   Bankr. N.D. Ga. Case No. 09-87527
      Chapter 11 Petition filed October 18, 2009
         See http://bankrupt.com/misc/ganb09-87527.pdf

In Re Ike Armistead
      Katherine Armistead
   Bankr. S.D. Ala. Case No. 09-14865
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/alsb09-14865.pdf

In Re CUSTOMERFUNDING.COM, INC.
   Bankr. D. Ariz. Case No. 09-26406
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/azb09-26406.pdf

In Re SUNRISE HOSPITALITY LLC
   Bankr. D. Ariz. Case No. 09-26457
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/azb09-26457.pdf

In Re California Soccer Association-South Inc.
   Bankr. C.D. Calif. Case No. 09-38571
      Chapter 11 Petition filed October 19, 2009
         Filed as Pro Se

In Re Giovanni Development Co., LLC
   Bankr. N.D. Calif. Case No. 09-58923
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/canb09-58923.pdf

In Re Arturo Borrego
       mem Borrego Bros Trucking
      Maria Ignacia Borrego
   Bankr. D. Colo. Case No. 09-32001
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/cob09-32001.pdf

In Re Jorge Omar Borrego
       mem Borrego Bros. Trucking, LLC
      Liliana Borrego
       fka Liliana Castillo
   Bankr. D. Colo. Case No. 09-32005
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/cob09-32005.pdf

In Re Mario Borrego-Tarin
       fmem Borrego Bros. Trucking, LLC
      Rosita Linda Borrego
   Bankr. D. Colo. Case No. 09-32008
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/cob09-32008.pdf

In Re Precision West Signs, LLC
   Bankr. D. Colo. Case No. 09-32039
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/cob09-32039.pdf

In Re Action Animal Trappers, Inc.
   Bankr. M.D. Fla. Case No. 09-23622
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/flmb09-23622.pdf

In Re Riteway Logistics, Inc.
   Bankr. C.D. Ill. Case No. 09-73105
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/ilcb09-73105.pdf

In Re Person To Person Limousine, Inc.
   Bankr. W.D. Ky. Case No. 09-35364
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/kywb09-35364.pdf

In Re Xiang F. Kong
   Bankr. D. Mass. Case No. 09-19898
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/mab09-19898.pdf

In Re 430 East Reality Corp.
   Bankr. S.D.N.Y. Case No. 09-16226
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/nysb09-16226.pdf

In Re Machne Shar Hatora, Inc.
   Bankr. S.D.N.Y. Case No. 09-37884
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/nysb09-37884.pdf

In Re Mark A. Mummert
      Pamala B. Mummert
   Bankr. M.D. Pa. Case No. 09-08126
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/pamb09-08126.pdf

In Re OVALOP CREATIONS, INC.
   Bankr. D. P.R. Case No. 09-08856
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/prb09-08856.pdf

In Re Westlawn Partners, LLC
   Bankr. M.D. Tenn. Case No. 09-11961
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/tnmb09-11961.pdf

In Re Ram-Big Horn Investments, L.L.C.
   Bankr. D. Utah Case No. 09-31489
      Chapter 11 Petition filed October 19, 2009
         Filed as Pro Se

In Re Tim Newcomb Enterprises, Inc.
       dba Tim Newcomb Contractors
       dba Tim Newcomb Transport
   Bankr. E.D. Va. Case No. 09-36827
      Chapter 11 Petition filed October 19, 2009
         See http://bankrupt.com/misc/vaeb09-36827.pdf

In Re Tiffany Khandon Haghighinia
   Bankr. C.D. Calif. Case No. 09-21400
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/cacb09-21400.pdf

In Re Steven Michael Earwood
      Silia Biagia Earwood
   Bankr. C.D. Calif. Case No. 09-14368
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/cacb09-14368.pdf

In Re Speed Twin Sportfishing
       aka Speed Twin
       aka Speed Twin Sportfishing Inc
   Bankr. C.D. Calif. Case No. 09-14370
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/cacb09-14370.pdf

In Re Sergio E. Fernandez
   Bankr. S.D. Calif. Case No. 09-15876
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/casb09-15876.pdf

In Re A & G Windows and Doors, LLC
   Bankr. D. Kans. Case No. 09-23514
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/ksb09-23514.pdf

In Re Bonsai Distribution, LLC
   Bankr. W.D. La. Case No. 09-51516
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/lawb09-51516.pdf

In Re PP Management, LLC
   Bankr. E.D. Mo. Case No. 09-50543
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/moeb09-50543.pdf

In Re TD Sherman LLC
   Bankr. D. N.J. Case No. 09-37904
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/njb09-37904.pdf

In Re Richard J. Gonzagowski
       aka James Richard Gonzagowski
       aka James R. Gonzagowski
   Bankr. D. N.M. Case No. 09-14768
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/nmb09-14768.pdf

In Re John A. Janitor
   Bankr. W.D. Pa. Case No. 09-27696
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/pawb09-27696.pdf

In Re Town & Country Lanes, LLC
   Bankr. D. Utah Case No. 09-31524
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/utb09-31524.pdf

In Re GERALD BOWEN
   Bankr. E.D. Va. Case No. 09-18612
      Chapter 11 Petition filed October 20, 2009
         See http://bankrupt.com/misc/vaeb09-18612.pdf

In Re DENNY NOLEN CORP
   Bankr. D. Ariz. Case No. 09-26768
      Chapter 11 Petition filed October 21, 2009
         See http://bankrupt.com/misc/azb09-26768.pdf

In Re Chuong Chi Ly
   Bankr. C.D. Calif. Case No. 09-35135
      Chapter 11 Petition filed October 21, 2009
         See http://bankrupt.com/misc/cacb09-35135.pdf

In Re Patrick Mundy
       aka FST Trust
   Bankr. D. Colo. Case No. 09-32224
      Chapter 11 Petition filed October 21, 2009
         Filed as Pro Se

In Re Bethesda Christian Center of Fort Lauderdale, Inc.
   Bankr. S.D. Fla. Case No. 09-32742
      Chapter 11 Petition filed October 21, 2009
         See http://bankrupt.com/misc/flsb09-32742.pdf

In Re RPDM LLC
       dba 5 De Mayo Mexican Grill
   Bankr. W.D. N.Y. Case No. 09-14895
      Chapter 11 Petition filed October 21, 2009
         See http://bankrupt.com/misc/nywb09-14895.pdf

In Re Whitetail Investment Properties LLC
   Bankr. N.D. Ohio Case No. 09-54791
      Chapter 11 Petition filed October 21, 2009
         See http://bankrupt.com/misc/ohnb09-54791.pdf

In Re Abes Limo Inc.
   Bankr. E.D. Tex. Case No. 09-43311
      Chapter 11 Petition filed October 21, 2009
         Filed as Pro Se

In Re The Egerton Clinic PA
   Bankr. S.D. Tex. Case No. 09-80486
      Chapter 11 Petition filed October 21, 2009
         See http://bankrupt.com/misc/txsb09-80486.pdf

In Re Emil Serda
   Bankr. S.D. Tex. Case No. 09-80490
      Chapter 11 Petition filed October 21, 2009
         See http://bankrupt.com/misc/txsb09-80490.pdf

In Re Walter D DiNardo
   Bankr. D. Mass. Case No. 09-20064
      Chapter 11 Petition filed October 22, 2009
         See http://bankrupt.com/misc/mab09-20064.pdf

In Re RENE A. CORRAL
   Bankr. D. Nev. Case No. 09-29957
      Chapter 11 Petition filed October 22, 2009
         See http://bankrupt.com/misc/nvb09-29957.pdf

In Re Industrial Plant Services, Inc.
   Bankr. N.D. Ala. Case No. 09-43120
      Chapter 11 Petition filed October 22, 2009
         See http://bankrupt.com/misc/alnb09-43120.pdf

In Re GLOBAL CONSTRUCTION, INC.
   Bankr. M.D. Tenn. Case No. 09-12168
      Chapter 11 Petition filed October 22, 2009
         See http://bankrupt.com/misc/tnmb09-12168.pdf

In Re T.F. HOMES, LLC
   Bankr. M.D. Tenn. Case No. 09-12169
      Chapter 11 Petition filed October 22, 2009
         See http://bankrupt.com/misc/tnmb09-12169.pdf

In Re Intercontinental Security Service, Inc.
       aka International Theater and Sound, Inc.
   Bankr. S.D. Tex. Case No. 09-37946
      Chapter 11 Petition filed October 22, 2009
         See http://bankrupt.com/misc/txsb09-37946.pdf

In Re Vincent Cabella
       aka James Cabella
   Bankr. S.D. Tex. Case No. 09-37928
      Chapter 11 Petition filed October 22, 2009
         See http://bankrupt.com/misc/txsb09-37928.pdf

In Re Parker Whitfield & Co.
   Bankr. E.D. Va. Case No. 09-18708
      Chapter 11 Petition filed October 22, 2009
         See http://bankrupt.com/misc/vaeb09-18708.pdf

In Re Lima and Son Dairy
   Bankr. E.D. Calif. Case No. 09-60236
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/caeb09-60236.pdf

In Re William P. Mara
   Bankr. D. Conn. Case No. 09-52138
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/ctb09-52138.pdf

In Re Joe M. Carmack Landscape Design, LLC
       dba garden district
   Bankr. D. D.C. Case No. 09-00937
      Chapter 11 Petition filed October 22, 2009
         See http://bankrupt.com/misc/dcb09-00937.pdf

In Re Pantanges Properties, Inc.
   Bankr. M.D. Fla. Case No. 09-08970
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/flmb09-08970.pdf

In Re Jazz Entertainment, Inc.d/b/a The Fox
   Bankr. M.D. Fla. Case No. 09-24132
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/flmb09-24132.pdf

In Re Klean-Reyna LLC
       aka d/b/a Oyster Shak
   Bankr. S.D. Ga. Case No. 09-21407
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/gasb09-21407.pdf

In Re DWIGHT HUGH WILLIAMS
      MICHELLE WILLIAMS
   Bankr. D. Nev. Case No. 09-30059
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/nvb09-30059.pdf

In Re Tiramisu Restaurant, LLC
   Bankr. S.D.N.Y. Case No. 09-16297
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/nysb09-16297.pdf

In Re Buffalo Red Hots, LLC
   Bankr. W.D.N.Y. Case No. 09-14924
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/nywb09-14924.pdf

In Re Niagara Street Properties, LTD
   Bankr. W.D.N.Y. Case No. 09-14962
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/nywb09-14962.pdf

In Re Town of Moffett
   Bankr. E.D. Okla. Case No. 09-81814
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/okeb09-81814.pdf

In Re Loretta J. Hart
   Bankr. E.D. Tenn. Case No. 09-16854
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/tneb09-16854.pdf

In Re Chairs & Tables, Inc.
   Bankr. S.D. Tex. Case No. 09-37959
      Chapter 11 Petition filed October 23, 2009
         See http://bankrupt.com/misc/txsb09-37959.pdf

In Re DUONG LY
   Bankr. D. Ariz. Case No. 09-27095
      Chapter 11 Petition filed October 24, 2009
         See http://bankrupt.com/misc/azb09-27095.pdf

In Re Coenelia N. Kerley
      Timothy W. Kerley
   Bankr. N.D. Ala. Case No. 09-43154
      Chapter 11 Petition filed October 26, 2009
         See http://bankrupt.com/misc/alnb09-43154.pdf

In Re Eddy J. Tierce
       dba Eddy Tierce Inc.
      Bonnie D. Tierce
   Bankr. N.D. Ala. Case No. 09-84347
      Chapter 11 Petition filed October 26, 2009
         See http://bankrupt.com/misc/alnb09-84347.pdf

In Re Colbro LLC
       dba Mama Blues Buffet
       dba Five Dollar Buffet
       dba Steve Barnhill's Catfish & More Buffet
   Bankr. N.D. Ala. Case No. 09-84351
      Chapter 11 Petition filed October 26, 2009
         See http://bankrupt.com/misc/caeb09-60236.pdf

In Re Lake Elsinore Motocross Park Inc
   Bankr. C.D. Calif. Case No. 09-35601
      Chapter 11 Petition filed October 26, 2009
         See http://bankrupt.com/misc/cacb09-35601.pdf

In Re Western Quadrant Development LLC
   Bankr. E.D. Calif. Case No. 09-43198
      Chapter 11 Petition filed October 26, 2009
         Filed as Pro Se

In Re Mario Tomas Monterrosa, Jr.
       dba Conveyor Products Innovations, Inc.
      Shannon Lee Monterrosa
       dba Converyor Products Innovations, Inc.
   Bankr. E.D. Calif. Case No. 09-60331
      Chapter 11 Petition filed October 26, 2009
          See http://bankrupt.com/misc/caeb09-60331.pdf



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Joy A. Agravante, Marites M. Claro,
Rousel Elaine C. Tumanda, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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