TCR_Public/091109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, November 9, 2009, Vol. 13, No. 310

                            Headlines

1080 HARTFORD ROAD: Filed for Chapter 11 to Stay Foreclosure
632-634 LLC: Voluntary Chapter 11 Case Summary
ABDUL SHEIKH: U.S. Trustee Sets Meeting of Creditors for Dec. 9
ACCEPTANCE INSURANCE: To Ask U.S. Supreme Court to Review Case
ADVANCED MICRO: Says Intel Antitrust Suit May Affect Business

AGWAY INC: 2nd Circ. Allows Payment of Post-Ch. 11 Attorneys' Fee
AMERICAN COMMUNITY: A.M. Best Downgrades FSR to 'C+'
ALFREDO LARA: Case Summary & 8 Largest Unsecured Creditors
ALTA NEBRASKA: Sells Off Unfinished Ethanol Plant
AMERICAN HOMEPATIENT: Sept 30 Balance Sheet Upside-Down by $35.9MM

AMR CORP: American Airlines Unit Reports October Traffic
ANDERSON HOMES: Plan Confirmation Hearing on January 6
ARAMARK CORP: Bank Debt Trades at 10% Off in Secondary Market
AUTONATION INC: S&P Gives Stable Outlook, Affirms 'BB+' Rating
AXCELIS TECHNOLOGIES: Posts $15,898,000 3rd Quarter 2009 Net Loss

BANK OF AMERICA RHODE ISLAND: Fitch Puts 'D' Individual Rating
BASELINE OIL: Can Issue New Stock to Holders of Prepetition Notes
BEARINGPOINT INC: Perot Acquired Shanghai Unit for $3.2MM
BURLINGTON COAT: Bank Debt Trades at 10% Off in Secondary Market
CABLEVISION SYSTEMS: Q3 2009 Net Income Widens to $98,599,000

CALIFORNIA COASTAL: KeyBank Wants Accounting of Cash Collateral
CALIFORNIA COASTAL: Can Sell Trails Home Lot Property
CALIFORNIA COASTAL: Has Until December 10 to File Schedules
CALIFORNIA COASTAL: Hovde Discloses Ownership of 11.32% of Common
CATALYST PAPER: Posts C$13.2 Million Net Earnings for Q3 2009

CATHOLIC CHURCH: SJ Priests' Victims Proofs of Claim Due Nov. 30
CEDAR FAIR: Bank Debt Trades at 5.47% Off in Secondary Market
CENTAUR PA: Sec. 341 Meeting Set for December 10
CHAMPION ENTERPRISES: Credit Suisse Moves Forbearance to Nov. 13
CHARTER COMMUNICATIONS: HBO Demands $6.4M for Affiliate Deals

CHRYSLER LLC: New Chrysler Presents 5-Year Business Plan
CHUGH SHOPPING CENTER: Case Summary & 19 Largest Unsec. Creditors
CINCINNATI BELL: Posts $28 Million Third Quarter 2009 Net Income
CIT GROUP: DBRS Downgrades All Ratings to 'D'
CIT GROUP: Bankruptcy Cues Termination of Swap Deals

CIT GROUP: NYSE Suspends Listing of Securities
CIT GROUP: Proposes to Employ FBG as Voting Agent
CIT GROUP: Seeks Approval of Kurtzman Hiring as Claims Agent
CIT GROUP: Wants to Pay Prepetition Sales & Use Taxes
CITIGROUP INC: Has $10 Bil. in US Subprime-Related Exposures

CITIGROUP INC: To Issue 10 Series of Notes; Files Docs with SEC
CITRUS 278 LLC: Voluntary Chapter 11 Case Summary
CLEAR CHANNEL: Bank Debt Trades at 30.3% Off in Secondary Market
CLOROX CO: Expects $297 Mil. Net Proceeds from Notes Offering
COEUR D'ALENE: Q3 2009 Net Loss Widens to $17,283,000

COMMUNITY HEALTH: Bank Debt Trades at 9% Off in Secondary Market
CONSECO INC: Reports $15.4-Mil. Net Income for Third Quarter
CONTINENTAL AIRLINES: Reports October 2009 Operational Performance
CORPSOURCE FINANCE: Amendment Won't Affect Moody's 'Caa1' Rating
CUMULUS MEDIA: Swings to $143,991,000 Net Loss for Q3 2009

DAYTON SUPERIOR: Discloses Exempt Offering of $100MM Securities
DEAN FOODS: Bank Debt Trades at 8.03% Off in Secondary Market
DEL MONTE FOODS: Bank Debt Trades at 4% Off in Secondary Market
DOLLAR THRIFTY: Completes Public Offering of Common Stock
DRYSHIPS INC: Inks Debt Waiver with Commerzbank and West LB

EAST AFRICA REINSURANCE: A.M. Best Assigns FSR of 'B'
EDGE PETROLEUM: Nasdaq Files Notice of Withdrawal of Securities
ELECTROGLAS INC: Wants to File Plan of Liquidation Until March 8
ENNIS HOMES: Hearing on Further Cash Collateral Use on Nov. 10
E*TRADE FINANCIAL: DBRS Rates Issuer and Senior Debt at 'B'

ERICKSON RETIREMENT: Parties Question Lien Priming Under DIP Loans
ERICKSON RETIREMENT: Parties Object to Cash Collateral Use
ERICKSON RETIREMENT: Redwood-Led Auction Draws Objections
ERICKSON RETIREMENT: U.S. Trustee Names 5 to Creditors Committee
FAIRPOINT COMMS: Bank Debt Trades at 20.4% Off in Secondary Market

FAIRPOINT COMMS: New Hampshire Seeks to Intervene in Bankr. Case
FAIRPOINT COMMS: Proposes Stock Transfer Procedures
FAIRPOINT COMMS: Senior Noteholders Propose Examiner
FANNIE MAE: Posts $18.9 Bil. Q3 Net Loss, Warns of Receivership
FANNIE MAE: Treasury Stops Tax Credit Sale to Goldman, Berkshire

FINLAY ENTERPRISES: CEO Art Reiner Paid $125,600 for 2 Months
FLYING J: To Lay Off 32 Restaurant Workers in Houston
FLYING J: Wants Filing of Chapter 11 Plan Extended until Feb. 28
FORD MOTOR: To Issue $2.87BB of 4.25% Senior Convertible Notes
FREDDIE MAC: Narrows Net Loss to $5.0 Billion for Q3 2009

GATEHOUSE MEDIA: Bank Debt Trades at 63.37% Off
GATEHOUSE MEDIA: Swings to $2-Mil. Net Loss for Third Quarter
GATEWAY BANK: Closed; Central Bank of Kansas Assumes Deposits
GENERAL MOTORS: Germans Frustrated Over GM's Decision to Keep Opel
GENERAL MOTORS: Sends Execs to Germany to Fine-Tune Opel Plan

GENMAR HOLDINGS: Pursuing Sale of Assets
GEORGIA-PACIFIC LLC: Moody's Keeps Ratings, Gives Positive Outlook
GMAC INC: DBRS Maintains Rating at 'CCC'
GPX INT'L: Competing Bids for Business Units Due December 2
GPX INT'L: Gets Court's Interim Nod to Use Cash Collateral

GRAHAM PACKAGING: September 30 Balance Sheet Upside-Down by $869MM
GREDE FOUNDRIES: Wants Court to Approve Timeframe for Auction
HANSEN'S DAIRY: Keeps One Deli Store Open at Allouez
HAYES LEMMERZ: Moody's Withdraws 'D' Corporate Credit Rating
HAWKER BEECHCRAFT: Bank Debt Trades at 22.37% Off

HCA INC: Bank Debt Trades at 8% Off in Secondary Market
HCA INC: Posts $196 Million Third Quarter 2009 Net Income
HEALTH MANAGEMENT: Bank Debt Trades at 9% Off in Secondary Market
HERTZ CORP: Bank Debt Trades at 9% Off in Secondary Market
HINSDALE GREYHOUND: State Can't Seize $100,000 Cash Deposit

HOME FEDERAL SAVINGS, DETROIT: Liberty Bank Assumes All Deposits
INDEPENDENT BANK: Deferring Trust Preferred Interest Payments
INTEGRA BANK: Deferring Payments to Trust Preferred Holders
INTELSAT LTD: ProtoStar Creditors Challenge $210M Sale Deal
IPCS INC: September 30 Balance Sheet Upside-Down by $33 Million

JALAL NEISHABOURI: Gas Explosion Prompts Chapter 11 Filing
JAMES NASHMAN: Voluntary Chapter 11 Case Summary
KINGWOOD LLC: Sec. 341 Meeting Set for December 1
JOE GIBSON'S: Bankruptcy Court Will Hear Insurance Dispute
LAMBERT PROPERTIES: Meeting of Creditors Slated for November 24

LAMBERT PROPERTIES: Regions Bank Wants Chapter 11 Case Dismissed
LANGUAGE LINE: Moody's Upgrades Corporate Family Rating to 'Ba3'
LAS VEGAS SANDS: Bank Debt Trades at 20.1% Off in Secondary Market
LAUREATE EDUCATION: Bank Debt Trades at 11% Off
LEAP WIRELESS: Expands Board with Appointment of 3 New Members

LEAP WIRELESS: Posts $65.4 Million Third Quarter 2009 Net Loss
LEAR CORP: Ch. 11 Presses Toward Nearly Carefree Finish
LEAR CORP: Court's Confirmation Order on Amended Plan
LEAR CORP: Creditor Liquidity Buys Claims
LEAR CORP: Gets Nod for Citicorp to Arrange Exit Facility

LEAR CORP: Kirkland Charges $2.22 Mil. for July-Sept. Work
LEHMAN BROTHERS: Banesco Wants Information on 2006 Note
LEHMAN BROTHERS: Goldman Sachs Buys Deutsche's $108 Mil. Claims
LEHMAN BROTHERS: Metavante Appeals Denial of Sept 17 Order Changes
LEHMAN BROTHERS: Pacific Life Wants Late Claim Filing Allowed

LEHMAN BROTHERS: PBC Wants Notes Included in Securities Lists
LEVEL 3 COMM: Bank Debt Trades at 15% Off in Secondary Market
LEXINGTON PRECISION: Gets Nod to Use Cash Collateral Until Dec. 31
LIFEPOINT HOSPITAL: Bank Debt Trades at 4.5% Off
LINEAR TECHNOLOGY: Files 1st Fiscal Quarter Report on Form 10-Q

LJL PREMIER HOLDINGS: Voluntary Chapter 11 Case Summary
LODGIAN INC: Posts $36.2 Million Net Loss in Q3 2009
LYONDELL CHEMICAL: Expands Scope of McKinsey's Services
LYONDELL CHEMICAL: Gets Nod for AAAI as Valuation Consultant
LYONDELL CHEMICAL: Gets Nod to Hire FBG as Voting Agent

MAGNACHIP SEMICONDUCTOR: Emerges from Chapter 11
MAJESTIC STAR: Receives Default Notice on $79.3 Million Debt
MAMMOTH HENDERSON II: Case Summary & 20 Largest Unsec. Creditors
MARSHALL SHIELDS: Case Summary & 17 Largest Unsecured Creditors
MASHANTUCKET PEQUOT: Dissolves Unity Gaming Venture with MGM

MASONITE INC: S&P Assigns Corporate Credit Rating at 'BB-'
MEGA MEDIA GROUP: Shuts Down Radio Station Pulse 87
MERRILL LYNCH BANK & TRUST: Fitch Puts 'D' Individual Rating
METROPCS WIRELESS: Bank Debt Trades at 8% Off in Secondary Market
MGM MIRAGE: Dissolves Unity Gaming Venture with Mashantucket

MICHAELS STORES: Maturity of $1-Bil. B-2 Term Loans Extended
MODINE MANUFACTURING: Richardson Steps Down as EVP & CFO
MORRIS PUBLISHING: Terms of Restructuring Support Agreement
NAVISTAR INT'L: OppenheimerFunds Discloses 11.65% Equity Stake
NAVISTAR INT'L: Closes Sale of 8.25% Notes and 3.00% Notes

NEW CEDAR: Court Approves Broege Neumann as Bankruptcy Counsel
NORAM SEATING: Case Summary & 4 Largest Unsecured Creditors
NORTHERN 120 LLC: Voluntary Chapter 11 Case Summary
NRG ENERGY: Bank Debt Trades at 8% Off in Secondary Market
NTK HOLDINGS: Proposes Blackstone as Fin'l Advisors

NTK HOLDINGS: Proposes Claims Settlement Procedures
NTK HOLDINGS: Proposes Richards Layton as Co-Counsel
NTK HOLDINGS: Proposes Weil Gotshal as Lead Counsel
ORLEANS HOMEBUILDERS: Jeff Orleans Appointed as President
ORLEANS HOMEBUILDERS: Lenders Extend Waiver Through November 30

ORLEANS HOMEBUILDERS: May File 10-K in December, Has NYSE Notice
OSCIENT PHARMA: Guardian II Can Use Cash Collateral Until Jan. 31
PAETEC HOLDING: Narrows Q3 2009 Net Loss to $6.52 Million
PHARMACEUTICAL ALTERNATIVES: Sells Three Rivers to VeriCare
PREMIER GOLF: Ostronic Faces Felony for Stealing City's Water

PROSPERAN BANK: Closed; Alerus Financial Assumes All Deposits
PULTE HOMES: Likely Breach Won't Currently Affect S&P's BB Rating
PURPLE COMMUNICATIONS: To Voluntarily Delist Shares From Nasdaq
RANCHER ENERGY: List of 20 Largest Unsecured Creditors
RANCHER ENERGY: Sec. 341 Meeting Set for December 7

RANCHER ENERGY: Taps Dufford & Brown as Bankruptcy Counsel
RANCHER ENERGY: Asks Court OK to Use Cash Collateral
REHABCARE GROUP: S&P Assigns Corporate Credit Rating at 'BB-'
REVELSTOKE CDO LIMITED: DBRS Downgrades Class A-1 Rating to 'CC'
R.H. DONNELLEY: 8 Creditors Transfer Claims Totaling $833,000

R.H. DONNELLEY: PBGC Allowed to File Consolidated Claims
R.H. DONNELLEY: Records $23.9 Million Net Income for 3rd Quarter
RIVERHEAD PARK: U.S. Trustee Unable to Appoint Creditors Panel
RIVERHEAD PARK: Meeting of Creditors Scheduled for December 4
ROCKBREAKERS: Case Summary & 18 Largest Unsecured Creditors

ROMEO IUSCO: Case Summary & 20 Largest Unsecured Creditors
ROWLETT FAMILY ENTERTAINMENT: Voluntary Chapter 11 Case Summary
RYLAND GROUP: Continues String of Losses, Has $52.4MM Q3 Net Loss
SAMSONITE CO: To Exit Chapter 11 in Two Months
SARATOGA FOOD: 12 Units File for Chapter 11 in Norfolk

SAUNDERS MANUFACTURING: Emerges From Chapter 11 Protection
SEQUENOM INC: Inks Third Amendment to Isis License Agreement
SERVICE CORPORATION: Moody's Affirms 'Ba3' Corporate Family Rating
SERVICEMASTER CO: Bank Debt Trades at 13% Off in Secondary Market
SINCLAIR BROADCAST: S&P Raises Corporate Credit Rating to 'B'

SIRIUS XM: Posts $149MM Q3 Net Loss; XM Unit Has $42MM Q3 Net Loss
STARWOOD HOTELS: Moody's Assigns 'Ba1' Rating on $250 Mil. Notes
STARWOOD HOTELS: S&P Assigns 'BB' Rating on $250 Mil. Notes
SUNGARD DATA: Bank Debts Trade at 5% & 8.07% Off
SUPERVALU INC: Bank Debt Trades at 6% Off in Secondary Market

SQUARE BAR: Settles Dispute With Landlord
STANT PARENT: Exits Chapter 11 Bankruptcy Protection
TAYLOR BEAN: BofA Objects to $25-Mil. DIP Financing
TEXAS CLASSIC HOMES: Case Summary & 12 Largest Unsecured Creditors
THICK CHIN: Case Summary & 4 Largest Unsecured Creditors

THOMAS REED: Case Summary & 20 Largest Unsecured Creditors
THORNBURG MORTGAGE: Former Execs Sue Insurer Over D&O Claims
THORNBURG MORTGAGE: U.S. Trustee Now Backing Incentive Plan
TRANSALTA CORPORATION: Moody's Keeps 'Ba1' Preferred Shelf Ratings
TRICO MARINE: S&P Raises Corporate Credit Rating to 'CCC+'

TRUMP ENTERTAINMENT: Incurs $167.9-Mil. Loss for Third Quarter
UNITED COMMERCIAL: Closed; East West Bank Assumes Deposits
UNITED SECURITY BANK, SPARTA: Ameris Bank Assumes All Deposits
USA DETERGENTS: $12 Million Lender Liability Suit Survives
UTSTARCOM INC: Continues String of Losses with $34MM Q3 Net Loss

VDG LLC: Voluntary Chapter 11 Case Summary
VERENIUM CORP: Closes Research Collaboration With Syngenta
VISTEON CORP: Morris Lease Decision Deadline Extended to March
VISTEON CORP: Proposes to Provide Support on Currency Pacts
VISTEON CORP: Proposes to Sell Module & Interior Assets to Haru

WASHINGTON MUTUAL: Chase Clinches 3rd Round WaMu Bank Integration
WASHINGTON MUTUAL: FDIC Seeks Control of $4B In Disputed Funds
WIDEOPENWEST FINANCE: S&P Affirms 'B-' Corporate Credit Rating
WEST CORP: Bank Debt Trades at 7.30% Off in Secondary Market
WESTERN REFINING: Bank Debt Trades at 4.45% Off

YOUNG BROADCASTING: Plan Hearing Set In Firm's Bankruptcy

* 2009's Bank Closings Rise to 120 as 5 Banks Shuttered Friday
* Albert E. Fowerbaugh, Jr. Joins Butler Rubin as a Partner
* Resources Connection Acquires Brincko Associates for $43.3MM

* BOND PRICING -- For Week From Nov. 2 - 6, 2009

                            *********

1080 HARTFORD ROAD: Filed for Chapter 11 to Stay Foreclosure
------------------------------------------------------------
1080 Hartford Road, LLC, dba Waterford Speedbowl, filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Connecticut.

Hartford chief Terry Eames said the bankruptcy filing has staved
off the October 31 foreclosure auction on the facility for the
second time in less than three years, Shawn Courchesne posted on
courant.com blog.  According to courant.com, the 2009 racing
season at Waterford Speedbowl ended on October 11.

Rocco Arbitell, along with business associate Peter Borrelli,
offered to Mr. Eames and 1080 Hartford financing in July 2007 to
avoid a foreclosure auction by former mortgage holder Washington
Mutual Bank.  Mr. Arbitell brought his own foreclosure action
against 1080 Hartford in May 2008, after former track operator
Jerry Robinson failed to pay the Waterford Speedbowl's property
taxes.  Mr. Eames and his group owe Messrs. Arbitell and Borrelli
more than $750,000, according to courant.com.  courant.com says
that Mr. Eames gave up operational control of the track after the
2006 season to Mr. Robinson, who ran the facility through the 2008
season, until Mr. Eames returned to the operating role before the
start of the 2009 season.

Waterford, Connecticut-based 1080 Hartford Road, LLC, runs events
as part of the Whelen All-American Series under a sanction from
NASCAR.

1080 Hartford, doing business as Waterford Speedbowl, filed for
Chapter 11 on October 30, 2009 (Bankr. D. Conn. Case No. 09-
23172).  Anthony S. Novak, Esq., at Lobo & Novak, LLP, in
Manchester, Connecticut.   Assets and debts are between $1,000,001
and $10,000,000.


632-634 LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The 632-634, LLC
        830 South Street
        Philadelphia, PA 19147

Bankruptcy Case No.: 09-18456

Chapter 11 Petition Date: November 3, 2009

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

Judge: Eric L. Frank

Debtor's Counsel: Steven D. Usdin, Esq.
                  Cohen Seglias Pallas Greenhall & Furman
                  United Plaza 30 South 17th Street, 19th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 564-1700
                  Fax: (267) 238-4408
                  Email: susdin@cohenseglias.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 Philip McFillin Sr.


ABDUL SHEIKH: U.S. Trustee Sets Meeting of Creditors for Dec. 9
---------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Abdul Halim Sheikh's Chapter 11 case on Dec. 9, 2009, at
10:00 a.m.  The meeting will be held at 725 S Figueroa St., Room
2610, Los Angeles, California.

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

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

Palos Verdes Estates, California-based Abdul Halim Sheikh aka A.H.
Sheikh filed for Chapter 11 on Oct. 27, 2009 (Bankr. Case C.D.
Calif. No. 09-39652).  Paul R. Shankman, Esq., represents the
Debtor in its restructuring effort.  In its petition, the Debtor
listed assets and debts both ranging from $10,000,001 to
$50,000,000.


ACCEPTANCE INSURANCE: To Ask U.S. Supreme Court to Review Case
--------------------------------------------------------------
In a regulatory filing dated November 3, 2009, Acceptance
Insurance Companies, Inc., said it intends to file a Petition for
Writ of Certiorari before the Supreme Court of the United States
requesting the Supreme Court to review on appeal the judgment of
the U.S. Court of Appeals for the Federal Circuit affirming the
dismissal of its claim against the United States of America.

As reported in the Troubled Company Reporter on October 13, 2009,
the Court of Appeals for the Federal Circuit affirmed the
dismissal of a claim by Acceptance Insurance against the U.S. in
connection with the disapproval of the sale of one of its units.

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

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

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

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


ADVANCED MICRO: Says Intel Antitrust Suit May Affect Business
-------------------------------------------------------------
Advanced Micro Devices, Inc., warned in a regulatory filing with
the Securities and Exchange Commission its business may be
materially adversely affected if it is ultimately unsuccessful in
its antitrust lawsuit against Intel Corporation.

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

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

Separately, AMD admitted it has a substantial amount of
indebtedness that could adversely affect its financial position
and prevent it from implementing its strategy or fulfilling its
contractual obligations.  As of September 26, 2009, AMD had
consolidated debt of $5.7 billion.  Of this amount,
GlobalFoundries Inc. was responsible for $2 billion.

On March 2, 2009, AMD consummated the transactions contemplated by
the Master Transaction Agreement among AMD, Advanced Technology
Investment Company LLC, a limited liability company established
under the laws of the Emirate of Abu Dhabi and wholly owned by the
Government of the Emirate of Abu Dhabi, and West Coast Hitech
L.P., an exempted limited partnership organized under the laws of
the Cayman Islands, acting through its general partner, West Coast
Hitech G.P., Ltd., a corporation organized under the laws of the
Cayman Islands, pursuant to which AMD formed GLOBALFOUNDRIES.  At
the closing of the transaction, AMD contributed certain assets and
liabilities to GF in exchange for GF securities.

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

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

A full-text copy of AMD's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?488d

                   About Advanced Micro Devices

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

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

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


AGWAY INC: 2nd Circ. Allows Payment of Post-Ch. 11 Attorneys' Fee
-----------------------------------------------------------------
Law360 reports that a federal appeals court has determined that
the liquidating trust for the defunct Agway Inc. must pay nearly
$885,000 in post-bankruptcy attorneys' fees on a claim stemming
from a prepetition indemnity agreement.

Agway, Inc. -- an agricultural cooperative owned by 69,000
Northeast farmer-members -- sought chapter 11 protection (Bankr.
N.D.N.Y. Case No. 02-65872) on October 1, 2002, represented by
Menter, Rudin & Trivelpiece, P.C. represents the debtors in their
restructuring efforts.  The Debtors' Second Amended Joint Plan of
Liquidation was confirmed on April 28, 2004, and the Plan took
effect on May 1, 2004.  Under the terms of the Plan and the
Confirmation Order, a Liquidating Trustee was appointed to
liquidate and distribute the Liquidating Trust Assets and Claims.
D. Clark Ogle serves as the Trustee of the Agway Liquidating
Trust, and is represented by Jeffrey A. Dove, Esq., at Menter,
Rudin & Trivelpiece, P.C.


AMERICAN COMMUNITY: A.M. Best Downgrades FSR to 'C+'
----------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C+
(Marginal) from B (Fair) and issuer credit rating to "b-" from
"bb" of American Community Mutual Insurance Company (American
Community) (Livonia, MI).  The outlook for both ratings is
negative.

The downgrades reflect an expected material net operating loss
resulting from reserve strengthening, which will occur in third
quarter 2009, with a corresponding decrease in surplus.  An
anticipated reduction in the company's deferred tax asset in third
quarter 2009 is expected to further decrease surplus.  In
addition, two surplus notes represent a significant portion of
total surplus.

American Community's premium revenue and net income are derived
primarily from marketing major medical products to individuals and
employer groups, chiefly in seven Midwestern states and Arizona.
Although American Community intends in the near term to reduce its
premium revenue to match its surplus base by eliminating or
reducing unprofitable segments in certain states, A.M. Best
believes its future operating results will continue to be
challenged by an increasingly competitive major medical market
dominated by larger managed care carriers with deeper network
discounts.


ALFREDO LARA: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Alfredo Antonio Lara
                  aka Alfredo Lara
                  aka Alfredo A. Lara
               Mercedes Jesus Saavedra
                  aka Mercedes J. Savedra
                  aka Mercedes Lara
                  aka Mercedes de Saavedra
                  aka Mercedez Lara
              15602 Crimson Spire Court
              Silver Spring, MD 20905

Bankruptcy Case No.: 09-31478

Chapter 11 Petition Date: November 5, 2009

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

Debtor's Counsel: Edward Gonzalez, Esq.
                  2405 Eye Street NW, Suite 1A
                  Washington, DC 20037
                  Tel: (202) 822-4970
                  Email: eg@money-law.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 8 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/mdb09-31478.pdf

The petition was signed by the Joint Debtors.


ALTA NEBRASKA: Sells Off Unfinished Ethanol Plant
-------------------------------------------------
New Energy Finance reports that Altra Nebraska, LLC's half-built
$220 million, 110m-gallon per year ethanol plant has been sold to
piece-by-piece through a court-ordered auction for $6 million.
Citing a person familiar with the matter, New Energy Finance
states that total proceeds from the sale were $6 million and that
the purchasers of the over 800 unbundled pieces of additional
tanks, piping, and equipment were varied.  A Cargill spokesperson
said that the company acquired rights to the land and a few of the
buildings on the site by bidding $825,000, New Energy Finance
relates.

Healdsburg, California-based Altra Nebraska, LLC, filed for
Chapter 11 on August 13, 2009 (Bankr. D. Nebr. Case No. 09-42348).
Robert J. Bothe, Esq., and Robert P. Diederich, Esq., at McGrath,
North, Mullin & Kratz, PC, represent the Debtor in its
restructuring effort.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in debts.


AMERICAN HOMEPATIENT: Sept 30 Balance Sheet Upside-Down by $35.9MM
------------------------------------------------------------------
American HomePatient, Inc., disclosed Wednesday its financial
results for the third quarter and nine months ended September 30,
2009.

At September 30, 2009, the Company had $239.9 million in total
assets and $275.8 million in total liabilities, resulting in a
$35.9 million shareholders' deficit.

The Company's balance sheets at September 30, 2009, also showed
current assets of $67.9 million and current liabilities of
$264.8 million.

                         Q3 2009 Results

Revenues for the third quarter of 2009 were $59.0 million compared
with $65.6 million for the third quarter of 2008, representing a
10.1% decrease.  Revenues for the nine months ended September 30,
2009 were $175.0 million, down 12.1% from $199.0 million for the
same period in 2008.  The Company said that Medicare reimbursement
reductions reduced revenue by $6.7 million in the third quarter of
2009 and $20.8 million for the nine months ended September 30,
2009.  The Company's reduced emphasis on less profitable product
lines such as non-respiratory durable medical equipment and
infusion therapy also reduced revenue in the third quarter and
nine months.  A change in inhalation drug product mix resulting
from Medicare reimbursement reductions which began April 1, 2008,
reduced revenue by an additional $3.0 million for the nine months
ended September 30, 2009.  These revenue decreases were partially
offset by growth in oxygen patients and sleep therapy revenues,
the Company's core product lines.

Operating expenses declined in the third quarter of 2009 compared
to the third quarter of 2008 by approximately $1.6 million, or
4.8%.  Operating expenses for the nine months ended September 30,
2009, compared to the same period in 2008 declined by
$6.4 million, or 6.4%.

Earnings before interest, taxes, depreciation, and amortization
(EBITDA) was $8.6 million, or 14.7% of net revenue, for the third
quarter of 2009 compared to $12.8 million, or 19.5% of net
revenue, for the same period of 2008.  EBITDA was $22.7 million,
or 12.9% of net revenue, for the nine months ended September 30,
2009, compared to $37.4 million, or 18.8% of net revenue, for the
same period of 2008.

Net loss for the third quarter of 2009 was $2.7 million, or
$(0.15) per diluted share, compared with net income of $584,000,
or $0.03 per diluted share, for the third quarter of 2008.  Net
loss for the nine months ended September 30, 2009, was
$11.9 million, or $(0.68) per diluted share, compared to a net
loss of $994,000, or $(0.06) per diluted share for the same period
in 2009.

                      Secured Debt Maturity

The Company has secured debt of $226.4 million that was due to be
repaid on August 1, 2009.  As previously disclosed, a series of
forbearance agreements, each with a one month term, have been
entered into by and among the Company, the Agent, and certain
Forbearance Holders.  The parties to the forbearance agreement
have agreed to not exercise, prior to the expiration of the term
of the agreement, any of the rights or remedies available to them
as a result of the Company's failure to repay the Secured Debt on
the maturity date.  The current forbearance agreement expires
December 1, 2009. The Company, the Agent, and the Forbearance
Holders continue to work toward a resolution of the debt maturity
issue.

                    About American HomePatient

Based in Brentwood, Tenn., American HomePatient, Inc. is one of
the nation's largest home health care providers with operations in
33 states.  Its product and service offerings include respiratory
services, infusion therapy, parenteral and enteral nutrition, and
medical equipment for patients in their home.  American
HomePatient, Inc.'s common stock is currently traded in the over-
the-counter market or, on application by broker-dealers, in the
NASD's Electronic Bulletin Board under the symbol AHOM or AHOM.OB.
Loan Pricing Nov. 7, 2009.


AMR CORP: American Airlines Unit Reports October Traffic
--------------------------------------------------------
American Airlines reported an October load factor of 83.1%, an
increase of 4.0 points versus the same period last year. Traffic
decreased 2.6% and capacity decreased 7.3% year over year.
Domestic traffic decreased 3.2% year over year on 7.3% less
capacity. International traffic decreased by 1.6% relative to last
year on a capacity decrease of 7.2%.  American boarded 7.1 million
passengers in October.

A full-text copy of American's traffic report is available at no
charge at http://ResearchArchives.com/t/s?488c

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.

At September 30, 2009, AMR had $25.7 billion in total assets
against total current liabilities of $7.90 billion, long-term
debt, less current maturities of $9.87 billion, obligations under
capital leases, less current obligations of $589 million, pension
and postretirement benefits of $7.00 billion, other liabilities,
deferred gains and deferred credits of $3.24 billion; resulting in
stockholders' deficit of $2.85 billion.

                          *     *     *

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.


ANDERSON HOMES: Plan Confirmation Hearing on January 6
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina approved the Disclosure Statement explaining the
Amended Plan of Reorganization of Anderson Homes, Inc. and its
debtor-affiliates.

The Court is set to confirm the Debtors' plan on Jan. 6, 2010, at
10:00 a.m. at 300 Fayetteville Street, 3rd Floor Courtroom,
Raleigh, North Carolina.

The Court also set Dec. 17, 2009, as the last day for filing
written or rejections of the plan.  Objections, if any, are also
due on that same date.

As reported in the Troubled Company Reporter on Oct. 20, 2009,
according to the disclosure statement, the Plan contemplates that
the best opportunity for creditors lies in (i) continued operation
of the business, (ii) modification and restructuring of the
existing secured debt, (iii) satisfaction of Convenience Claims
(less than $5,000 in amount) by a single partial payment, and
(iii) satisfaction of unsecured claims by a series of partial
payments from future sales.

The net revenues from ongoing business operations, draws on
construction loans, and sales of lots and houses (including sales
of properties which may result in credit-bids by the secured
lenders) are expected to generate sufficient funds to fund the
payment obligations under the Plan.

The Debtors estimate that the aggregate amount of allowed
unsecured claims under Class 13 is approximately $6.44 million.
Class 13 is impaired under the Plan.

The Plan provides for the creation of a "pot" of money in the
aggregate amount of $1,500,000 for payment of such claims, pro
rata, within 36 months after the Plan's Effective Date.
Commencing with closings which occur after the Plan's Effective
Date, $5,000 from each of the first 300 closings will be reserved
from the Net Sale Proceeds, accumulated on a calendar-quarter
basis and paid within 30 days after the end of each calendar
quarter to the holders of Class 13 allowed Unsecured Claims.

The existing equity interests in each of the Debtors under Class
14 will be extinguished, and the Reorganized Debtors will issue
100% of the new equity interests to Dave Servoss in consideration
for the waiver and release of any prepetition unsecured claims
which may be scheduled or asserted by Dave Servoss or any entity
100% owned or controlled by him.  In addition, these new equity
interests will be made subject to a pledge and security interest
in favor of the Liquidating Trustee for the benefit of the holders
of Class 13 allowed unsecured claims, to secure the Plan treatment
of said claims until paid or satisfied in accordance with the
terms of the Plan.  Class 14 is impaired under the Plan.

Secured claims are classified under Classes 1 through 10:

Class 1   Bank of America   $122,550   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 12
                                       months after the Effective
                                       Date.

Class 2   Capital Bank    $2,400,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 18
                                       months after the Effective
                                       Date.

Class 3   KeySource Bank    $667,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 12
                                       months after the Effective
                                       Date.


Class 4   Paragon Bank    $3,150,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 12
                                       months after the Effective
                                       Date.

Class 5   RBC Bank        $1,200,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Will be paid from the sale
                                       of its collateral whether
                                       by sale to a third party or
                                       credit bid.

Class 6   Regions Bank    $3,900,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 18
                                       months after the Effective
                                       Date.

Class 7   Wachovia Bank   $3,300,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 18
                                       months after the Effective
                                       Date.

Class 8   James Goldston    $568,000   Impaired.  Will retain its
          and William Goldston         liens on the collateral.
                                       Paid in full within 36
                                       months after the Effective
                                       Date.

Class 9   Stock Building  $1,562,950   Impaired.  The Debtors do
          Supply                       not believe the claims
                                       secured by the Stock deeds
                                       of trust are "secured" for
                                       purposes of Sec. 506(a) of
                                       the Bankruptcy Code and
                                       will instead be included in
                                       Class 13 for allowed
                                       unsecured claims.

Class 10  44A Lien Holders             Impaired.  The Debtors do
                                       not believe the claims are
                                       "secured" within the
                                       meaning of the Bankruptcy
                                       Code.  Each 44A lien claim
                                       will be treated as part of
                                       the Class 13 allowed
                                       unsecured claims.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc., et
al., are engaged in the development, construction and sale of
residential properties in the form of single-family homes,
townhomes and condominiums.  Said properties are held for sale to
the public and constitute the Debtors' inventory, which the
Debtors sell in the ordinary course of business.  The Debtors own,
construct improvements on, and sell (i) single-family houses and
townhomes in subdivisions known and referred to as Edgewater,
Bridgewater, Bridgewater West, Cobblestone, Haw Village,
Ridgefield, Amberlynn Valley, Cane Creek, Muirfield Village, Pine
Valley, Quail Meadows, Thornton Commons Place, Willow Ridge,
Creekside at Landon Farms, Keystone Crossing, Sterling Ridge,
Jeffries Creek, Briar Chapel, and Villas at Forest Hills, and (ii)
condominiums known as Blount Street Commons.

Anderson Homes and its units filed for Chapter 11 on March 16,
2009 (Bankr. E.D. N.C. Lead Case No. 09-02062).  Gerald A.
Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue,
LLP, represent the Debtors in their restructuring effort.  At the
time of the filing, Anderson Homes said it had total assets of
$17,190,001 and total debts of $13,742,840.


ARAMARK CORP: Bank Debt Trades at 10% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Aramark Corp. is a
borrower traded in the secondary market at 90.26 cents-on-the-
dollar during the week ended Friday, Nov. 6, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.46 percentage points
from the previous week, The Journal relates.  The debt matures on
Jan. 26, 2014.  The Company pays 188 basis points above LIBOR to
borrow under the loan facility and it carries Moody's Ba3 rating
and Standard & Poor's BB rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Nov. 6, among the 172 loans
with five or more bids.

ARAMARK Corporation -- http://www.aramark.com/-- is the world's
#3 contract foodservice provider (behind Compass Group and Sodexo)
and the #2 uniform supplier (behind Cintas) in the US.  It offers
corporate dining services and operates concessions at many sports
arenas and other entertainment venues, while its ARAMARK
Refreshment Services unit is a leading provider of vending and
beverage services.  The Company also provides facilities
management services.  Through ARAMARK Uniform and Career Apparel,
the company supplies uniforms for healthcare, public safety, and
technology workers.  Founded in 1959, ARAMARK is owned by an
investment group led by chairman and CEO Joseph Neubauer.

Aramark Corp. carries a 'B1' long term corporate family rating
from Moody's, a 'B+' long term issuer credit ratings from Standard
& Poor's, and a 'B' long term issuer default rating from Fitch.


AUTONATION INC: S&P Gives Stable Outlook, Affirms 'BB+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on AutoNation Inc. to stable from negative and affirmed the
ratings, including the 'BB+' corporate credit rating.

"The outlook revision reflects S&P's view that AutoNation will be
able to maintain adequate credit measures while preserving its
moderate financial policy and ability to generate free cash flow
into 2010," said Standard & Poor's credit analyst Nancy Messer.
The company has controlled its variable costs to mitigate margin
erosion and has offset difficult auto sales with its sizable
dealership network and diverse revenue streams.  AutoNation, the
largest of the rated U.S. auto retailers, has dealerships located
heavily in the southern and western U.S. Total balance sheet debt
was $1.1 billion at Sept. 30, 2009.  Although AutoNation is
publicly held, two shareholders control about 57% of the
outstanding shares.

AutoNation's ability and willingness to stabilize EBITDA margins
through aggressive cost-cutting initiatives has enabled the
company to improve its credit profile consistent with the current
rating.  S&P now believe there is less than a one-in-three chance
that S&P would downgrade the company in the year ahead because S&P
expects AutoNation's cost reductions and proactive management
strategies to enhance future earnings and cash flow performance.
In addition, S&P believes new-vehicle demand may have stabilized
and could rise, albeit slightly, in 2010.

S&P views the financial effect of the General Motors Corp. and
Chrysler Group LLC bankruptcies on AutoNation as relatively benign
because of the speed with which the two automakers exited
bankruptcy.  Although seven of AutoNation's Chrysler franchises
and three of its GM franchise agreements were terminated in this
process, these events have no effect on the rating.  Longer term,
S&P believes large retailers such as AutoNation are likely to
benefit from the rationalization of weak dealers, given the
potential for higher throughput per dealership; but in the near
term, financial performance will be pressured.

S&P views AutoNation's business risk profile as fair.  Auto
retailers typically have thin profit margins and are heavily
dependent on a small number of large automakers.  In addition,
AutoNation is benefiting from continued, although slightly
diminished, revenues from its parts and service (P&S) and finance
and insurance (F&I) business segments; gross profit from these
segments covered about 88% of the company's SG&A for the first
nine months of 2009.  Besides the domestic-brand sales for the
first nine months of 2009, imports accounted for 39% of revenues,
and luxury vehicles 28%.

S&P believes weak U.S. economic conditions will pressure
AutoNation's EBITDA into 2010, reducing the opportunity to improve
credit measures meaningfully in the year ahead.  In this downturn,
all the large auto retailers, including AutoNation, are depending
on their diverse revenue streams, especially from P&S, to mitigate
lower vehicle revenues,and they are relying on the variable nature
of their cost structures to lower costs as revenue falls.

S&P believes AutoNation's liquidity is adequate for near-term
needs, despite sector weakness.  The company reported
$204.5 million in unrestricted cash on the balance sheet as of
Sept. 30, 2009.

S&P expects AutoNation to increase its use of cash for
acquisitions, capital expansion, and common stock repurchases once
management believes earnings and cash flow levels warrant a return
to growth mode.  S&P will continue to closely monitor the
company's financial policy in the context of S&P's expectations
for appropriateness at the existing rating.

The stable outlook reflects S&P's assumption that AutoNation's
improved cost structure and control systems, in combination with
its diverse revenues and brand mix, will enable the company to
generate discretionary free cash flow (i.e., after capital
expenditures and dividends) and maintain credit ratios consistent
with the 'BB+' rating, even if the U.S. economy remains lackluster
in 2010.  S&P assumes AutoNation will pursue a moderate financial
policy that balances business expansion and shareholder returns
with lease-adjusted leverage appropriate for the rating, which S&P
views as being in the range of 2.5x to 3.0x.  AutoNation's
adjusted debt to EBITDA was 3.2x for the 12 months ended Sept. 30,
2009.

S&P could lower the rating if market weakness continues and the
company is not able to offset continuing depressed revenues with
cost controls, or if aggressive financial policies drive leverage
above 3.5x.  This could occur if reported EBITDA remains near
$400 million and lease-adjusted debt rises more than 10% from the
existing level.

Alternatively, S&P could raise the rating if S&P believed
AutoNation could achieve and sustain lease-adjusted total debt to
EBITDA of 2.5x or better while preserving its moderate financial
policy and ability to generate free cash flow into 2010.  This
could occur if AutoNation generates reported EBITDA of about
$515 million or better, lease-adjusted debt stays at the current
level, and a strategy for refinancing upcoming debt maturities
becomes clear.


AXCELIS TECHNOLOGIES: Posts $15,898,000 3rd Quarter 2009 Net Loss
-----------------------------------------------------------------
Axcelis Technologies, Inc., posted a net loss of $15,898,000 for
the three months ended September 30, 2009, from a net loss of
$24,741,000 for the same period a year ago.  Axcelis posted a net
loss of $67,432,000 for the nine months ended September 30, 2009,
from a net loss of $55,218,000 for the same period a year ago.

Axcelis booked revenue of $35,007,000 for the three months ended
September 30, 2009, from $46,454,000 for the same quarter a year
ago.  Axcelis recorded revenue of $94,285,000 for the nine months
ended September 30, 2009, from $208,237,000 for the same period a
year ago.

As of September 30, 2009, Axcelis had $262,491,000 in total assets
against total current liabilities of $32,216,000, long-term
deferred revenue of $659,000, and other long-term liabilities of
$3,982,000.  As of September 30, 2009, the Company had
$265,911,000 in accumulated deficit and $225,634,000 in
stockholders' equity.

In a statement, the Company said cash and cash equivalents,
including restricted cash, were $48.5 million at September 30,
2009.  Cash burn ($8.5 million in the third quarter of which
$2.4 million was attributable to restructuring costs) continues to
decline and we expect to approach cash flow break even in the
fourth quarter of 2009.  The Company ended the quarter with
working capital of $177.5 million.  Working capital management
remains a focus to enhance cash flow.  During 2009 the Company has
reduced inventories by $17.2 million through the sale of product
on hand.

Commenting on the Company's performance, Mary Puma, chairman and
CEO, stated, "We're pleased to report improving financial results
this quarter in terms of reducing our losses and slowing our cash
burn.  Actions taken to reduce operating expenses and increase
efficiencies throughout the organization are having, and will
continue to have, a positive effect on cash flow and
profitability.  In fact, we expect to approach cash breakeven in
the fourth quarter, as increased fab utilization drives
aftermarket business and new systems orders."  She added, 'We've
also made solid progress with our product portfolio through
enhancements to productivity and advanced process capabilities.
Consequently, we are well positioned to meet customers' technology
demands and benefit from enhanced earnings leverage moving into
2010."

In the three and nine months ended September 30, 2009, the Company
implemented a reduction in force related to planned actions taken
by management to control costs and improve the focus of its
operations to sustain future profitability and conserve cash.
This reduction in force resulted in a total charge to
restructuring expense of approximately $6.1 million related to
severance and related costs for the nine months ended
September 30, 2009, offset by a reversal of $0.6 million of
accrued compensation expenses related to terminated employees.  A
charge to expense of $0.4 million was recorded in the three months
ended September 30, 2009.  During the nine months ended
September 30, 2009, a total of $6.2 million was paid, which
included $2.4 million paid in the three months ended September 30,
2009.

On January 15, 2009, Axcelis failed to make the required payment
of approximately $85 million under an Indenture dated as of May 2,
2006 between Axcelis and U.S. Bank National Association, as
Trustee, relating to the Company's 4.25% Convertible Senior
Subordinated Notes.  Such failure constituted an event of default
under the Indenture.  Pursuant to the Indenture and as a result of
the failure by Axcelis to make the required payment, Axcelis was
required to pay, upon demand of the Trustee, the entire overdue
amount, plus interest at a rate of 8.0% per annum, plus certain
additional costs and expenses associated with the collection of
such amounts.  On March 30, 2009, the Company completed the sale
of SEN and a portion of the net proceeds was used to repay all
amounts due under the Indenture, resulting in an extinguishment of
the debt in full.

On April 23, 2008, the Company entered into a revolving credit
facility with a bank that provides for borrowings up to the lesser
of $50.0 million or specified percentages of the amounts of
qualifying accounts receivable and inventory.  The Company is
currently unable to borrow against the facility because it is not
currently in compliance with the financial covenants contained in
the underlying credit agreement.  This facility expires in April
2010.  If the Company terminates this revolving credit facility
prior to its expiration, the Company will have to pay an early
termination fee of approximately $500,000.

"We believe that, based on our current market, revenue and expense
forecasts, our existing cash and cash equivalents will be
sufficient to satisfy our anticipated requirements.  We have seen
initial signs of a recovery in the semiconductor capital equipment
industry, and our forecasts for the remainder of 2009 and through
2010 assume a continuing modest recovery in fab utilization and
capital spending by our customers.  We believe that, based on our
current market, revenue and expense forecasts, our existing cash
and cash equivalents will be sufficient to satisfy our anticipated
requirements for 2010 and beyond.  We continue to explore new
financing sources; however, we do not currently have access to any
source of credit.  The company's forecast performance throughout
2010 shows a substantial improvement over its performance during
the last year; if this forecast performance is not achieved, there
could be a significant adverse effect on our liquidity," the
Company said in its Form 10-Q filed with the Securities and
Exchange Commission.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?48b3

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48b2

Axcelis Technologies, Inc., (Nasdaq: ACLS) --
http://www.axcelis.com/-- is a worldwide producer of equipment
used in the fabrication of semiconductors.  In addition, the
Company provides extensive aftermarket service and support,
including spare parts, equipment upgrades, and maintenance
services to the semiconductor industry.


BANK OF AMERICA RHODE ISLAND: Fitch Puts 'D' Individual Rating
--------------------------------------------------------------
This is an amendment to the release of Nov. 2, 2009.  It corrects
the long-term deposit rating of Bank of America Rhode Island N.A.
to 'AA-' from 'A+' and corrects the withdrawn rating of Merrill
Lynch Bank & Trust Co. FSB long-term deposits to 'AA-' from 'A+'.

Bank of America Corporation has undertaken a reorganization of
some of its bank subsidiaries.  Bank of America Rhode Island N.A.
has begun to hold deposits of external customers.  At the same
time, Merrill Lynch Bank & Trust Co. FSB has been merged into Bank
of America N.A.

As a result of the decision to hold deposits at BANA-RI, Fitch has
affirmed all existing ratings and the Stable Outlook, and has also
assigned long-term and short-term deposit ratings to this
subsidiary.  Ratings of BANA-RI reflect its position as an
operating entity in the BAC family.  The long-term and short-term
Issuer Default Ratings and the deposit and support floor/support
ratings all reflect Fitch's view that there is an extremely high
probability that this entity, along with other core BAC
subsidiaries, would receive support in a crisis scenario.  The
Stable Rating Outlook is also derived from government support.
BANA-RI's individual rating is linked to that of BAC and reflects
the consolidated company's weakened earnings and asset quality
profile.

Separately, Fitch has withdrawn all issue and issuer ratings of
ML-FSB, since this company no longer exists as a separate entity.

Fitch has assigned these ratings:

Bank of America Rhode Island, N.A.

  -- Long-term deposits 'AA-';
  -- Short-term deposits 'F1+'.

Fitch has affirmed these ratings with a Stable Outlook:

Bank of America Rhode Island, N.A.

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1+';
  -- Individual at 'D';
  -- Support at '1';
  -- Support Floor at 'A+'.

Fitch has withdrawn these ratings:

Merrill Lynch Bank & Trust Co. FSB

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+';
  -- Long-term deposits 'AA-';
  -- Short-term deposits 'F1+';
  -- Individual 'D';
  -- Support '1';
  -- Support Floor 'A+'.


BASELINE OIL: Can Issue New Stock to Holders of Prepetition Notes
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Baseline Oil & Gas Corp., the reorganized debtor to:

   a. distribute its new stock directly to each beneficial holder
      of the prepetition notes in reliance upon (i) an order or
      orders of this Court identifying a party as a confirmed
      beneficial holder and setting forth the principal amount of
      prepetition notes held by the confirmed beneficial holder,
      or (ii) proof of the identity of a beneficial holder and the
      principal amount of prepetition notes held by the beneficial
      holder;

   b. cancel, as a record keeping matter, stock certificates
      representing the new stock issued to DTC on the effective
      date and issue replacement stock certificates; and

   c. retain possession of any certificates for shares of new
      stock that are beneficially owned by any unidentified
      beneficial holder, until the time as the beneficial holder
      will become a confirmed beneficial holder.

The Reorganized Debtor is authorized to distribute the new stock
to (a) Jefferies & Company, Inc.; (b) Jefferies High Yield
Trading, LLC; and (c) Third Point Ultra Master Fund, L.P.

The Reorganized Debtor related that holders of the prepetition
notes are classified by the Plan as holders of Class 4 Claims.
The Plan provides, in relevant part, for the distribution of the
Reorganized Debtor's new notes and new stock to Class 4 on the
effective date of the Plan in full satisfaction of the claims of
the Class 4 claimants.

                     About Baseline Oil & Gas

Baseline Oil & Gas Corp. is an independent oil and natural gas
company engaged in the exploration, production, development,
acquisition and exploitation of natural gas and crude oil
properties.  The Company has interests in three core areas: the
Eliasville Field located in Stephens County in North Texas; the
Blessing Field in Matagorda County located onshore along the Texas
Gulf Coast, and the New Albany Shale play located in Southern
Indiana.  Its core properties cover approximately 39,945 net
acres.  As of December 31, 2008, the Company's proved reserves
were 60.2 billion cubic feet equivalent (Bcfe), of which 46.5%
were natural gas and 68.2% were proved developed.  During the year
ended December 31, 2008, it produced 2.8 Bcfe and had a proved
reserve reduction of 6.7 Bcfe as a result of reserve revisions.

Baseline Oil filed a voluntary petition for reorganization under
Chapter on Aug. 28, 2009 (Bankr. S.D. Tex. Case No. 09-36291).
Attorneys at Thompson & Knight LLP represent Baseline Oil in its
restructuring effort.

Baseline Oil's Chapter 11 plan was confirmed by the Bankruptcy
Court on September 25, 2009.  The Plan, negotiated with creditors
prepetition, cancelled the existing stock and gave the new stock
to the noteholders.


BEARINGPOINT INC: Perot Acquired Shanghai Unit for $3.2MM
---------------------------------------------------------
In a regulatory filing dated November 5, 2009, BearingPoint, Inc.
disclosed that on September 29, 2009, it entered into an Equity
Purchase Agreement with Perot Systems TSI (Mauritius) Pvt. Ltd
relating to the purchase and sale of 100% of the equity interests
of BearingPoint Management Consulting (Shanghai) Ltd. for a
purchase price of approximately $3.2 million.

The U.S. Bankruptcy Court for the Southern District of New York
approved the BearingPoint China Consulting transaction on
October 15, 2009, and the Shanghai Municipal Commission of
Commerce approved the BearingPoint China Consulting transaction on
October 22, 2009.  The closing of the BearingPoint China
Consulting Transaction occurred on October 30, 2009.

Bearing Point China Consulting is a leading management and
technology consulting company in China.  Perot expects the
combination to expand its reach and capabilities in China.

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

                        The Chapter 11 Plan

BearingPoint Inc. is presently soliciting votes for a Chapter 11
plan.  The confirmation hearing is scheduled for December 17.

The liquidating plan -- which amended the reorganization Plan
filed Feb. 18, 2009 -- calls for secured claims to be paid in
full.  Holders of general unsecured claims aggregating
$225,171,340 will recover 2.6% to 5.1% of their allowed claims.

The Feb. 18 plan contemplated a reorganization for BearingPoint.
BearingPoint has instead pursued a sale of its units, after
determining that creditor recoveries would be maximized through
sales of the businesses.

Copies of the Amended Plan and Disclosure Statement are available
for free at:

       http://bankrupt.com/misc/BearingPoint_DS_Oct09.pdf
       http://bankrupt.com/misc/BearinPoint_Plan_Oct09.pdf

                        About BearingPoint

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

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D.N.Y., Case No. 09-10691).  The Debtors' legal advisor
is Weil, Gotshal & Manges, LLP, their restructuring advisor is
AlixPartners LLP, and their financial advisor and investment
banker is Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham
McCutchen LLP represents the Creditors' Committee.  Garden City
Group serves as claims and notice agent.

BearingPoint disclosed total assets of $1.655 billion and debts
of $2.201 billion as of December 31, 2008.

A full-text copy of the Company's 2008 annual report is available
for free at http://researcharchives.com/t/s?3db8


BURLINGTON COAT: Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 90.15 cents-on-the-dollar during the week ended Friday,
Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.15 percentage points from the previous week, The Journal
relates.  The debt matures on M ay 28, 2013.  The Company pays 225
basis points above LIBOR to borrow under the loan facility and it
carries Moody's B3 rating and Standard & Poor's CCC+ rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Nov. 6,
among the 172 loans with five or more bids.

Burlington Coat Factory Investments Holdings, Inc., and its
subsidiaries operate stores in 44 states and Puerto Rico, which
sell apparel, shoes and accessories for men, women and children.
A majority of the stores offer a home furnishing and linens
department and a juvenile furniture department.

As of Sept. 4, 2009, the Company operates 433 stores under the
names "Burlington Coat Factory Warehouse" (415 stores), "MJM
Designer Shoes" (15 stores), "Cohoes Fashions" (two stores), and
"Super Baby Depot" (one store) in 44 states and Puerto Rico.

As reported by the Troubled Company Reporter on June 29, 2009,
Fitch Ratings affirmed its Issuer Default Rating at 'B-';
US$800 million asset-based revolver rating at 'B+/RR1';
US$900 million term loan rating at 'B/RR3', on Burlington Coat
Factory Warehouse Corp.  Fitch revised these ratings to reflect
the new issue rating definitions as of March 2009 --
US$305 million senior unsecured notes revised to 'CC/RR6' from
'CCC/RR6'; US$99 million senior discount notes revised to 'C/RR6'
from 'CCC-/RR6'.


CABLEVISION SYSTEMS: Q3 2009 Net Income Widens to $98,599,000
-------------------------------------------------------------
Cablevision Systems Corporation posted wider net income of
$98,599,000 on net revenues of $1,839,895,000 for the three months
ended September 30, 2009, from net income of $31,402,000 on net
revenues of $1,747,560,000 for the same period a year ago.

For the nine months ended September 30, 2009, Cablevision reported
$206,676,000 net income on net revenues of $5,628,312,000 compared
with $96,054,000 net income on net revenues of $5,186,344,000 for
the same period a year ago.

Net income attributable to Cablevision shareholders is $98,942,000
for the three months ended September 30, 2009, compared with
$30,948,000 net income for the same period a year ago.  For the
nine months ended September 30, 2009, net income attributable to
Cablevision shareholders is $207,167,000 compared with $95,091,000
net income for the same period a year ago.

At September 30, 2009, the Company had $10,127,998,000 in total
assets against $15,321,360,000 in total liabilities.  The
September 30 balance sheet also showed strained liquidity: the
Company had $2,007,847,000 in total current assets, including
$336,571,000 in cash and cash equivalents, against $2,119,522,000
in total current liabilities.

Cablevision President and CEO James L. Dolan commented:
"Cablevision continued to deliver solid results in the third
quarter.  In addition to an increase in revenue, the company
reported an impressive gain in AOCF fueled by continuing growth
across all of our key businesses -- cable, Rainbow and MSG.  Also
noteworthy in the third quarter, Cablevision generated
$220 million in free cash flow, our cable business surpassed
two million voice customers and Rainbow National Services'
generated a significant increase in advertising revenue of more
than 18 percent.  We are pleased with our momentum in what remains
a challenging environment and continue to focus on building our
businesses for the long-term.  Separately, we are moving forward
with the spin-off of our Madison Square Garden business and
believe we are on track to complete the transaction by year-end,"
Mr. Dolan concluded.

On October 28, 2009, Newsday LLC entered into an amendment to its
credit facility that provides for: (a) the replacement of the 1.1
to 1 consolidated interest coverage ratio covenant with a $25,000
minimum liquidity covenant, (b) an increase in the interest rate
applicable for the $525,000 of fixed rate loans from 9.75% to
10.50%, (c) an increase in the interest rate margin applicable to
the $125,000 of floating rate term loans from 5.50% to 6.25% and
(d) increases in the prepayment premiums applicable to repayments
of term loans prior to maturity.  Newsday LLC paid each consenting
lender a fee equal to 0.25% of the lender's commitment.

Newsday, which accounted for approximately 4% of Cablevision's
consolidated revenues, net of inter-segment eliminations, for the
nine months ended September 30, 2009, consists of the Newsday
daily newspaper, amNew York, Star Community Publishing Group, and
online websites including newsday.com and exploreLI.com.  Since
Newsday's acquisition on July 29, 2008, it has experienced a
decline in consolidated revenues, earnings and operating income,
as compared to the prior year periods, primarily due to decreased
advertising revenues.  The decrease in advertising revenues has
resulted from the current economic environment and increased
competition for advertising dollars from other media, particularly
the Internet, and this decline has continued into 2009.

In October 2009, Newsday transitioned to a subscriber access model
for its website's content.  This initiative is expected to have a
negative impact on website traffic.  The website is available for
no additional charge to Newsday subscribers and to Optimum Online
customers.

In late October 2009, the Company received a ruling from the
Internal Revenue Service with respect to the tax-free nature of
the Madison Square Garden business spin-off.  The Company believes
that it is on track to complete the transaction by year-end.

On July 29, 2009, the Board of Directors of Cablevision authorized
the Company's management to file the appropriate documents with
the Securities and Exchange Commission and the IRS to formally
pursue a tax-free spin-off of MSG.  It is anticipated that the
spin-off would take the form of a distribution to all shareholders
of Cablevision, with holders of Cablevision NY Group Class A
common stock receiving Class A shares in Madison Square Garden and
holders of CNYG Class B common stock receiving Class B shares in
Madison Square Garden.  Completion of the spin-off is subject to
numerous conditions and all required regulatory approvals,
including receipt of a ruling from the IRS and final approval of
the Cablevision Board of Directors.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4882

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4883

Cablevision also reports that on November 4, 2009, the Unaudited
Condensed Consolidated Financial Statements of its indirect wholly
owned subsidiary Rainbow National Services LLC and subsidiaries,
as of September 30, 2009, and December 31, 2008, and for the three
and nine months ended September 30, 2009 and 2008, and
Management's Discussion and Analysis of Financial Condition and
Results of Operations were furnished to RNS bondholders in
accordance with the requirements of the Indenture, dated as of
August 20, 2004, relating to RNS' and RNS Co-Issuer Corporation's
$300,000,000 8-3/4% Senior Notes due 2012 and the Indenture, dated
as of August 20, 2004, relating to RNS' and RNS Co-Issuer
Corporation's $325,000,000 10-3/8% Senior Subordinated Notes due
2014.

A full-text copy of the RNS Unaudited Condensed Consolidated
Financial Statements is available at no charge at:

                   http://ResearchArchives.com/t/s?4884

A full-text copy of the RNS Management's Discussion and Analysis
of Financial Condition and Results of Operations is available at
no charge at http://ResearchArchives.com/t/s?4885

Rainbow net revenues for the third quarter of 2009 increased 3.5%
to $260.1 million, AOCF rose 37.8% to $86.0 million, and operating
income grew 82.7% to $53.5 million, all compared to the prior year
period, Cablevision reported.

                     About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems
Corporation (NYSE:CVC) -- http://www.cablevision.com/-- is a
media and entertainment company.  Its cable television operations
serve more than 3 million households in the New York metropolitan
area.  The company's advanced telecommunications offerings include
its iO: Interactive Optimum digital television, Optimum Online
high-speed Internet, Optimum Voice digital voice-over-cable, and
its Optimum Lightpath integrated business communications services.
Cablevision operates several programming businesses, including
AMC, IFC, Sundance Channel and WE tv, through Rainbow Media
Holdings LLC, and serves the New York area as publisher of Newsday
and other niche publications through Newsday LLC.  Cablevision
also owns Madison Square Garden and its sports teams, the New York
Knicks, Rangers and Liberty.  The company operates New York's
famed Radio City Music Hall, the Beacon Theatre, and The Chicago
Theatre, and owns and operates Clearview Cinemas.

As reported by the Troubled Company Reporter on Sept. 11, 2009,
Standard & Poor's Ratings Services the 'BB' corporate credit
rating of Cablevision.  Cablevision has around $11.8 billion of
debt reported outstanding at June 30, 2009.  The outlook is
negative.

Cablevision carries "Ba2" Corporate Family and Probability of
Default Ratings from Moody's.


CALIFORNIA COASTAL: KeyBank Wants Accounting of Cash Collateral
---------------------------------------------------------------
KeyBank National Association, the agent for prepetion lenders, the
holder of certain promissory notes and other loan documents
secured by Deeds of Trust on the Brightwater Community real
property situated in Orange County, California, is asking the U.S.
Bankruptcy Court for the Central District of California to require
California Coastal Communities, Inc., et al. to provide an
accounting of all Cash Collateral in the possession of the Debtor
and as to any Cash Collateral used by the Debtor since the
date the Petition was filed.

KeyBank National says that all of its rights, remedies, claims and
defenses with respect to the Collateral are reserved and not
waived.

KeyBank National perfects its security interests in all
collateral, which includes all property listed in:

     (1) the "Deed of Trust with Assignment of Rents, Security
         Agreement and Fixture Filing," dated on or about
         September 15, 2006, and recorded in the Official Records
         of the County of Orange, California, on or about
         September 15 2006, as Document No 2006000617267, a copy
         of which is available for free at:

  http://bankrupt.com/misc/CALIFORNIACOASTAL_deed of trust.pdf

         and/or the "Deed of Trust with Assignment of Rents,
         Security Agreement and Fixture Filing," dated on or about
         September 15, 2006, and recorded in the Official Records
         of the County of Orange, California on or about
         September 15, 2006, as Document No 2006000617268, a copy
         of which is available for free at:

http://bankrupt.com/misc/CALIFORNIACOASTAL_deed of trust 2.pdf

KeyBank National wants the Debtors to segregate all of the
Collateral which constitutes the agent's cash collateral and that
the Debtors place sums in an appropriate and specifically
designated Cash Collateral bank account.  KeyBank National doesn't
consent to the use of its Cash Collateral.

                     About California Coastal

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

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


CALIFORNIA COASTAL: Can Sell Trails Home Lot Property
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has authorized California Coastal Communities, Inc. et al., to
sell the home located at Trails Home Lot 2, upon consent of the
prepetition agent, KeyBank National Association.  The judge ruled
that the Debtors can't sell other homes without approval from the
Bankruptcy Court.

As of the Petition Date, the Debtors are parties to 17 contracts
for the construction and/or sale of homes in the Brightwater
Project (the prepetition sales contracts).  The Debtors'
Brightwater Project is also subject to liens arising from the
Debtors' prepetition secured financing facilities.  The Debtors
are parties to a Senior Secured Revolving Credit Agreement, dated
as of September 15, 2006, with KeyBank as agent and lender and
other lenders and a Senior Secured Term Loan Agreement, dated as
of September 15, 2006, with the Agent and other lenders.

The Debtors sought the Court's approval to enter into new
contracts for the construction and sale of the homes, and to close
the sales without seeking and obtaining individual court orders
for each sale.  The Debtors, to close the sales, must be able to
transfer title to homebuyers free and clear of all liens and
interests in such property, all without the necessity of seeking
and obtaining a court order for each individual sale.

The Debtors said that their escrow agents and title insurance
agents aren't likely to proceed with home sale closings unless the
Debtors provide assurance that the Operational Liens won't cloud
title to the homes.  The Debtors' customers and their lenders
could have similar concerns.

The Court authorized:

     -- the Debtors and any intermediary financial institution or
        escrow company participating in the first home closing to
        transfer title, deed property and take any other actions
        as may be necessary to transfer ownership from Signal
        Landmark to the Debtors' homebuyer;

     -- the sale of the first home by the Debtors to be free and
        clear of any and all liens, claims, interests and
        encumbrances.  Sale proceeds will be deposited in a
        segregated bank account at Union Bank and will constitute
        cash collateral of the Prepetition Agent;

     -- the Debtors' title insurance agents and underwriters to
        provide title insurance without exception notwithstanding
        any statutory requirements requiring a gap affidavit or
        other documentation;

     -- the Debtors to hold the proceeds of the First Home sale,
        subject to the terms set forth herein, and any
        intermediary financial institution or transfer agency
        participating in the closing of the sale of the First Home
        will transfer the proceeds to the Union Bank Home Account;

     -- financial institutions to receive, process, honor and pay
        checks presented for payment and electronic payment
        requests relating to the relief granted in this order; and

     -- the Debtors to only use the proceeds from the sale of the
        First Home to the extent set forth in any order
        authorizing the use of cash collateral.

Operational Lien Claims secured by valid and enforceable
Operational Liens will be deemed secured claims against the
Debtors to the extent of the proceeds from the sale of the First
Home.  No Operational Lien Claimant will have any claim against
the Debtors' escrow agents, title insurance agents or underwriters
or the purchaser of the First Home with respect to any asserted
Operational Lien or other claim or interest relating to the First
Home.

Unpaid operational lien claimants may send to the Debtors a
written demand for payment (i) setting forth the location(s) of
the property sold, (ii) stating the amount of its asserted
claim(s), (iii) describing, with particularity, the reason(s) the
operational lien claimants believe they have valid operational
lien against the individual property sold, and (iv) attaching
documentation (i.e., invoices or purchase orders) or other
information sufficient to demonstrate that a valid Operational
Lien Claim existed as of the Closing Date with respect to such
property.  The Debtors must respond to each Demand within ten
business days after receipt of a Demand.

                     About California Coastal

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

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


CALIFORNIA COASTAL: Has Until December 10 to File Schedules
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended until Dec. 10, 2009, Coastal Communities, Inc.'s time to
file its schedules of assets and liabilities; lists, and
statements of financial affairs.

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

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


CALIFORNIA COASTAL: Hovde Discloses Ownership of 11.32% of Common
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Hovde Capital Advisors LLC and its affiliates
disclosed that they may be deemed to beneficially own shares of
California Coastal Communities Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
   Hovde Capital Advisors LLC          1,244,243       11.32%
   Financial Institution Partners
     Master Fund LP                    1,040,902        9.47%
   Financial Institution Partners
     III, LP                             167,662        1.52%
   Financial Institution Partners
     IV, LP                               35,679        0.32%
   Eric D. Hovde                       1,244,243       11.32%

As of June 30, 2009, there were 10,995,902 shares of common stock,
$.05 par value per share, outstanding.

This Schedule 13G is being filed by the foregoing reporting pesons
with respect to 1,244,243 shares of common stock of California
Coastal Communities, Inc., par value $0.05, which constitutes
approximately 11.32% of the issued and outstanding common shares.

A full-text copy of California Coastal's Schedule 13G is available
for free at http://researcharchives.com/t/s?48bb

                     About California Coastal

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

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


CATALYST PAPER: Posts C$13.2 Million Net Earnings for Q3 2009
-------------------------------------------------------------
Catalyst Paper recorded net earnings of C$13.2 million and a net
loss before specific items of C$19.8 million in the third quarter
of 2009, compared to a net loss of C$1.9 million and a net loss
before specific items of C$25.6 million in the second quarter.
EBITDA was C$22.9 million compared to C$6.1 million in the prior
quarter.  Q3 EBITDA included restructuring costs of nil, compared
to C$12.3 million in Q2.  EBITDA before these specific items for
Q3 was C$22.9 million, compared to C$18.4 million in Q2.

The Company said it continues to review alternatives for the
refinancing of its senior unsecured notes in advance of their
maturity dates in 2011 and 2014.

Although the global economy showed some signs of stabilizing
during the third quarter of 2009, market conditions for the
Company's paper products, particularly in North America, did not
demonstrate a marked improvement over the second quarter of 2009,
according to the Company.  Demand for printing papers remained
weak, and industry operating rates continued at very low levels.
Late in the quarter, demand and prices for the Company's paper
products began to stabilize as the Company entered what has
traditionally been a seasonally stronger part of the year.
However, reported benchmark prices were down quarter-over-quarter
USC$122 per tonne for newsprint, USC$54 per ton for lightweight
coated and USC$40 per ton for SC-A uncoated paper.  In contrast,
pulp prices improved during Q3, primarily due to continued strong
demand from China and industry production curtailments, resulting
in the reported benchmark price for northern bleached softwood
kraft pulp increasing USC$91 per tonne quarter-over-quarter.  This
prompted the Company to announce the restart of one of its two
NBSK production lines at Crofton, which became effective
October 5, 2009.

During Q3, the Company maintained similar production curtailment
levels to those seen in Q2.  The Company curtailed 48% of its
newsprint capacity, 19% of its specialty printing papers capacity
and 100% of its market pulp capacity in Q3.  This represented
curtailment of 42% of the Company's total market capacity for the
quarter.

The Company continued to focus on reducing its fixed costs in Q3,
including implementing restructuring initiatives announced in
prior quarters, pursuing its legal challenge to unreasonably high
municipal property taxes, and maintaining capital expenditures at
low levels.  However, the impact of lower paper prices and a
stronger Canadian dollar continued to negatively impact the
Company's operating and net earnings.

On July 24, 2009, Powell River Energy Inc., in which the Company
is a 50% joint venture partner, refinanced its C$75 million of
6.387% first mortgage bonds through the issuance of C$95 million
of 6.450% first mortgage bonds.  These new bonds mature in 2016
and are non-recourse to the Company.

In October 2009, the B.C. Superintendent of Pensions granted the
Company a five-year extension to the time period within which
amortization payments for solvency deficiencies are required to be
made with respect to certain of its defined benefit pension plans.
The extension is effective as of July 1, 2009 and amortizes
solvency contribution payments over 10 years ended December, 2017,
instead of five years ended December, 2012.  As a result, the
Company's cash payments to the respective plans are expected to be
reduced by C$2.9 million for the second half of 2009, and
C$5.7 million for 2010, for a total reduction of C$8.6 million to
the end of 2010.  The payment schedule beyond 2010 will be
established by the next formal actuarial valuation which is
required to be filed for the period ended no later than
December 31, 2010.

In October 2009, the Company was allocated C$18 million of credits
under the federal government's "Green Transformation Program."  To
access these credits, the Company is required to submit capital
project proposals that will improve energy efficiency and
environmental performance at any of its mills in Canada for pre-
approval no later than March 31, 2012.  Funding will be applied as
capital expenditures are incurred towards approved projects.

The Company's liquidity improved by C$16.7 million in Q3 from Q2
primarily as a result of cash received from PREI following its
successful refinancing in July, 2009 and free cash flow generation
of C$6.3 million.

At September 30, 2009, the Company had C$2.20 billion in total
assets against C$1.29 billion in total liabilities.

At September 30, 2009, the Company had liquidity of
C$192.9 million, comprised of C$90.6 million cash, and
availability of C$102.3 million on the Company's asset-based loan
facility.

A full-text copy of the MANAGEMENT'S DISCUSSION AND ANALYSIS is
available at no charge at http://ResearchArchives.com/t/s?488e

A full-text copy of the INTERIM CONSOLIDATED FINANCIAL STATEMENTS
is available at no charge at http://ResearchArchives.com/t/s?488f

On June 23, 2009, the Company said it is reviewing alternatives
to address the maturity of its senior unsecured notes of
US$354 million, 8.625% notes and US$250 million, 7.375% notes
which mature in June 2011 and March 2014, respectively.  The
Company intends to take proactive steps towards refinancing in
light of current adverse credit conditions and the absence of any
signs of a meaningful recovery for the Company's product lines.

The Company's long-term corporate credit ratings were lowered from
B to CCC+ by Standard & Poor's Rating in June 2009 and from B1 to
B3 by Moody's Investors Service in July 2009.  The rating declines
reflect both the announced review of refinancing alternatives and
the weak market environment for the Company's products.

                       About Catalyst Paper

Headquartered in Richmond, British Columbia, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty printing
papers, newsprint and pulp.  Its customers include retailers,
publishers and commercial printers in North America, Latin
America, the Pacific Rim and Europe.  With six mills strategically
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tonnes.  At June 30,
2009, Catalyst had C$2.2 billion in total assets and C$1.3 billion
in total liabilities.


CATHOLIC CHURCH: SJ Priests' Victims Proofs of Claim Due Nov. 30
----------------------------------------------------------------
Billing Gazette reports that the Survivors Network of those Abused
by Priests (SNAP) encourages others who have suffered sexual abuse
at the hands of a Jesuit priest in Nome, Alaska, to come forward
because the November 30 deadline looms for victims of abuse who
fall in the Oregon Province of the Society of Jesus to file a
claim.

Based in Portland, Oregon, Oregon Province of Society of Jesus
filed for Chapter 11 protection on Feb. 17, 2009 (Bankr. D. Oreg.
Case No. 09-30938).  Alex I Poust, Esq., Howard M. Levine, Esq.,
and Thomas W. Stilley, Esq., at Sussman Shank LLP, represent the
Debtor in its restructuring efforts.  In its petition, the Debtor
listed $4,820,386 in assets and $61,775,829 in debts.


CEDAR FAIR: Bank Debt Trades at 5.47% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Cedar Fair LP is a
borrower traded in the secondary market at 94.53 cents-on-the-
dollar during the week ended Friday, Nov. 6, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.17 percentage points
from the previous week, The Journal relates.  Cedar Fair LP pays
interest at 400 points above LIBOR.  The bank loan matures on
Aug. 30, 2012.  The bank loan carries Moody's Ba3 rating and
Standard & Poor's BB- rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Nov. 6, among the 172 loans
with five or more bids.

Headquartered in Sandusky, Ohio, Cedar Fair LP (NYSE: FUN) --
http://www.cedarfair.com/-- is a publicly traded partnership and
one of the largest regional amusement-resort operators in the
world.  The Partnership owns and operates 12 amusement parks, five
outdoor water parks, one indoor water park and six hotels.  Cedar
Fair is the second-largest regional theme park company in the U.S.
in terms of attendance.

Cedar Fair carries a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.


CENTAUR PA: Sec. 341 Meeting Set for December 10
------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Centaur PA
Land, LP's creditors on December 10, 2009, at 10:00 a.m. at J.
Caleb Boggs Federal Building, 2nd Floor, Room 2112.

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

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

Indianapolis, Indiana-based Centaur PA Land, LP, filed for Chapter
11 bankruptcy protection on October 28, 2009 (Bankr. D. Delaware
Case No. 09-13760).  Jeffrey M. Schlerf, Esq., at Fox Rothschild
LLP assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CHAMPION ENTERPRISES: Credit Suisse Moves Forbearance to Nov. 13
----------------------------------------------------------------
Champion Enterprises, Inc., and Champion Home Builders Co., a
wholly owned subsidiary of the Company, and certain additional
subsidiaries of the Company on November 5, 2009, executed an
extended waiver and forbearance agreement relating to the Amended
and Restated Credit Agreement among the Company, Champion Homes,
Credit Suisse, Cayman Islands Branch, as Administrative Agent, and
the lenders party thereto, dated as of April 7, 2006, as amended.

Pursuant to the Extended Forbearance Agreement, the Lenders
extended the previous Forbearance Agreement (which had been
entered into on October 9, 2009) in all material respects from
October 30, 2009 through November 13, 2009.  The Extended
Forbearance Agreement remains subject to termination prior to such
date upon the occurrence of certain triggering events described in
the Forbearance Agreement.

At the end of the second quarter, the company was not in
compliance with the amended financial covenants contained in its
bank credit facility.  In addition to seeking an amendment to the
credit facility, Champion is exploring other alternatives, which
could include a debt restructuring.

A full-text copy of the Extended Forbearance Agreement is
available at no charge at http://ResearchArchives.com/t/s?48b4

                    About Champion Enterprises

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

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

In August 2009, Standard & Poor's Ratings Services lowered its
ratings, including its corporate credit ratings, on Champion
Enterprises and Champion Home Builders.  S&P lowered the corporate
credit ratings to 'CC' from 'CCC-'.  The outlook is negative.
"The rating action reflects the increased likelihood of a debt
restructuring, which S&P would view as distressed and tantamount
to default," said Standard & Poor's credit analyst George Skoufis.


CHARTER COMMUNICATIONS: HBO Demands $6.4M for Affiliate Deals
-------------------------------------------------------------
Law360 reports that Home Box Office is seeking cure amounts adding
up to $6.4 million for unpaid affiliation agreements it held with
Charter Communications Inc., rejecting the cable provider's plan
to offer HBO nothing for Charter's long-standing debt under its
Chapter 11 reorganization plan.

To recall, Bankruptcy Judge James Peck approved in a bench ruling
on October 15, 2009, the Debtors' Plan to reorganize by
reinstating $11.8 billion in debt.  The Plan is premised on a
global settlement with Paul G. Allen and is supported by the
members of an Unofficial Crossover Committee representing the
interests of Holders of CCH I Notes and CCH II Notes.

Judge Peck is yet to issue an order confirming Charter's Plan.
The Court indicated that it would confirm the Plan and issue a
confirmation order within the next several weeks, Charter
previously disclosed in a statement.

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

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

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

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

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


CHRYSLER LLC: New Chrysler Presents 5-Year Business Plan
--------------------------------------------------------
Chrysler's chairman of the board, C. Robert Kidder, and other
board members presented the Chrysler Group LLC's business plan for
2010 to 2014.

The fresh crop of vehicles will include three new Dodge sedans,
with the first hitting showrooms in 2012, and perhaps a midsize
truck even sooner. Several revamped and new models are also on the
way from Chrysler, Ram and Jeep.

Chrysler Group projects a break even by 2010 and full payment of
its debt to the U.S. government by 2014.  According to
MarketWatch, CFO Richard Palmer said he expects Chrysler Group,
which is partly owned by Fiat, S.p.A, to sell about 2.8 million
cars and trucks by 2014, up from 1.3 million in 2009, with the
Jeep and Chrysler brands leading the improvement.  The forecast is
based on the U.S. market growing from 10.5 million cars and trucks
in 2009 to 14.5 million in 2014.

Mr. Kidder said Chrysler's top priority is to invest to "create a
compelling brand and product offering."  The Company expects to
launch three new Dodge sedans by 2012 and revamped or new models
for Chrysler, Ram and Jeep.

                        About Chrysler LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products.  With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.

Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHUGH SHOPPING CENTER: Case Summary & 19 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Chugh Shopping Center, Inc.
        3613 Salem Road
        Covington, GA 30016

Case No.: 09-89439

Chapter 11 Petition Date: November 3, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Parmesh N. Dixit, Esq.
                  Suite 200, 5555 Glenridge Connector
                  Atlanta, GA 30342
                  Tel: (404) 585-4200

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

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

The petition was signed by Jawahar L. Chugh, the company's CEO.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Sam's Club                 Trade Debt             $20,000

Georgia Power              Trade Debt             $1,500

AT&T                       Trade Debt             $400

AT&T Advertising           Trade Debt             $6,000
& Publishing

Newton County              Trade Debt             $200,000
Tax Commissioner

Betco, Inc.                Trade Debt             $600,000
228 Commerce Blvd.
Statesville, NC 28625

Universal Insurance        Trade Debt             $22,000

Newton County              Trade Debt             $600
Water & Sewer

Snapping Shoals            Trade Debt             $7,500
EMC

People's Bank              Bank loan              $2,100,000
PO Box 80968
Conyers, GA 30013

Skull Fuller               Trade Debt             $91,900

Pinnacle Bank              Bank loan              $4,000,000
PO Box 430
Elberton, GA 30635

BB&T                       Bank loan              $5,600,000
PO Box 580050
Charlotte, NC
28258-0050

United Community Bank      Bank loan              $2,200,000
9100 Covington
Bypass Covington,
GA 30014

United Community Bank      Bank loan              $257,000
9100 Covington
Bypass Covington,
GA 30014

American United Bank       Bank loan              $3,400,000
1888 Old Norcross Road
Lawrenceville, GA 30044

ThyssenKrupp Elevator      Trade Debt             $58,500

Greba Metal                Trade Debt             $38,000

Jawahar L. Chugh           Trade Debt             $5,000,000


CINCINNATI BELL: Posts $28 Million Third Quarter 2009 Net Income
----------------------------------------------------------------
Cincinnati Bell Inc. on Thursday reported third quarter 2009 net
income of $28 million, or 12 cents diluted earnings per share,
which is a per share increase of 18% compared to the third quarter
of 2008 and 7% versus the second quarter of 2009.  Total revenues
for the third quarter 2009 of $338 million decreased 3% from the
third quarter of 2008 but increased 3% sequentially.  Operating
income of $73 million, which includes a $5 million loss on sale of
wireless spectrum, decreased $7 million or 8% compared to the
third quarter 2008, and decreased $2 million or 3% compared to the
second quarter 2009.  Adjusted earnings before interest, taxes,
depreciation and amortization (Adjusted EBITDA) of $120 million
was comparable to last year and up $2 million or 2% sequentially.

"Despite the continuing difficult economic climate, we are pleased
that our revenue increased compared to the second quarter, driven
by growth in our Technology Solutions and Wireless businesses.
This enabled us to deliver the same level of Adjusted EBITDA that
we generated last year," said Jack Cassidy, president and chief
executive officer.  "Now that we have refinanced our 2013 debt, we
have a significant amount of operating and financial flexibility.
This flexibility will allow us to focus our efforts on investing
and growing our data center business, which over the last few
years has performed extremely well and was recently recognized as
a service provider partner to the newly formed Virtual Computing
Environment Coalition.  This joint venture includes Cisco, EMC and
VMware and will provide private virtualized cloud services.  We
believe this partnership will continue to help transform and
further grow our data center business."

Quarterly Highlights

    * Quarterly revenue from Technology Solutions totaled
      $78 million, reflecting a year-over-year increase in data
      center and managed services revenue of $3 million or 10% and
      an increase in revenue from telecom and IT equipment of
      $2 million or 5%.  The growth in the data center business
      was the primary contributor to the 16% increase in Adjusted
      EBITDA for Technology Solutions. On a sequential quarterly
      basis, revenue and Adjusted EBITDA increased 18% and 21%,
      respectively, due to increased equipment sales.

    * Wireless service revenue in the third quarter 2009 was
      $72 million compared to $74 million in the prior year
      quarter.  Higher data revenue, driven by smartphone
      subscriber growth, was more than offset by lower voice
      revenue resulting from a year-over-year decline in postpaid
      voice minutes of use per subscriber.  Cincinnati Bell's
      focus on smartphone subscriber growth resulted in an
      additional 6,000 smartphone subscribers in the third quarter
      of 2009.

    * Cincinnati Bell continued to repurchase common stock under
      the program authorized by its Board of Directors in February
      2008. In the third quarter of 2009, common stock repurchases
      totaled 7 million shares for $25 million. Since the
      program's inception, the company has purchased 44 million
      shares for $136 million, representing 18% of shares
      outstanding at the end of 2007 and leaving $14 million to be
      spent in the fourth quarter to complete the program.

    * The company's net debt2 decreased by $86 million from the
      third quarter of 2008 to $1.89 billion, dropping below
      $1.9 billion for the first time in 10 years. Free cash flow
      of $35 million for the third quarter of 2009 increased
      $12 million from the prior year period.

                  Financial and Operations Review

"This quarter's profitability clearly shows the results of the
aggressive expense reductions we took in the first half of the
year, which enabled us to improve our Adjusted EBITDA margin by
almost a full percentage point and deliver the same Adjusted
EBITDA versus the prior year on lower revenue," said Gary
Wojtaszek, chief financial officer. "We also continued to focus on
managing our balance sheet by completing an additional $25 million
of share repurchases, opportunistically purchasing $33 million of
debt at a 24% discount, and, in October 2009, refinancing
$440 million of debt with a very attractive $500 million 8-1/4%
senior notes offering that doesn't mature until 2017."

Cincinnati Bell reaffirms its guidance for 2009:

     Category                                2009 Guidance
     --------                                -------------
     Revenue                               $1.3 - $1.4 billion
     Adjusted EBITDA                      Approx. $480 million*
     Free Cash Flow                       Approx. $150 million*

     * Plus or minus 2%

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4890

                       About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services.  In addition, the Company
provides office communications systems as well as complex
information technology solutions including data center and managed
services.  Cincinnati Bell conducts its operations through three
business segments: Wireline, Wireless, and Technology Solutions.

As of June 30, 2009, Cincinnati Bell had $2.00 billion in total
assets and $2.63 billion in total liabilities, resulting in a
$623.7 million in shareowners' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on October 2, 2009,
Fitch Ratings has assigned a 'BB-/RR3' rating to Cincinnati Bell's
proposed offering of $500 million of senior unsecured notes due
2017.  The company's Issuer Default Rating is 'B+'.  The Rating
Outlook is Stable.

Standard & Poor's Ratings Services assigned a 'B+' issue-level and
a '3' recovery rating to Cincinnati Bell's $500 million senior
notes due 2017.  The '3' recovery rating indicates expectations
for meaningful (50%-70%) recovery in the event of a payment
default.  In addition, S&P affirmed all ratings on CBI, including
the 'B+' corporate credit rating.  The outlook is stable.

Moody's Investors Service assigned a Ba3 rating to Cincinnati
Bell's $500 million senior unsecured notes offering.  Moody's
notes that the company has been addressing its debt maturities
over the past two years, and in the future is likely to take out
more debt coming due over the intermediate term.


CIT GROUP: DBRS Downgrades All Ratings to 'D'
---------------------------------------------
DBRS has today downgraded all ratings of CIT Group Inc. (CIT or
the Company) and its subsidiary, CIT Group Funding Company of
Delaware, to D.  Today's downgrade follows the CIT's announcement
that its Board of Directors had approved proceeding with the
Company's pre-packaged plan of reorganization under Chapter 11 of
the U.S. Bankruptcy Code.  DBRS will reassign ratings to CIT upon
the Company successfully emerging from bankruptcy.


CIT GROUP: Bankruptcy Cues Termination of Swap Deals
----------------------------------------------------
Joseph M. Leone, CIT Group Inc.'s Vice Chairman and Chief
Financial Officer, said the Company's bankruptcy filing
constituted a termination event under various swap agreements to
which the Debtors and certain affiliates are party.  The Debtors
or their affiliates are entitled to receive net payments in the
amount of approximately $236 million as a result of such
terminations if all of the swap agreements are actually
terminated.  The amount of such net payments are estimated and are
subject to change based upon pricing quotes received by the
calculation agent and changes in market interest and foreign
currency rates.

Mr. Leone also said the Company's bankruptcy filing constituted an
event of default or termination event and caused the automatic and
immediate acceleration of all debt outstanding under a number of
instruments and agreements relating to financial obligations of
the Debtors and certain of their affiliates.  The Debtors believe
that any efforts to enforce the payment obligations under the
Accelerated Financial Obligations are stayed as a result of the
filing of the Voluntary Petitions, with the exception of certain
unsecured credit facilities to affiliates of roughly
$284.1 million, certain transactions under various swap
agreements, and certain aircraft and rail leases.

The material Accelerated Financial Obligations include:

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

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

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

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

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

                        About CIT Group

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

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

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

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

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


CIT GROUP: NYSE Suspends Listing of Securities
----------------------------------------------
NYSE Regulation, Inc., on November 2, 2009, said it determined
that listing of CIT Group Inc.'s (i) common stock (ticker symbol:
CIT); (ii) 6.350% Non-Cumulative Preferred Stock, Series A (ticker
symbol: CIT PR A); (iii) 8.75% Non-Cumulative Perpetual
Convertible Preferred Stock, Series C (ticker symbol: CIT PR C);
and (iv) equity units (ticker symbol: CIT PR Z), in each case on
the New York Stock Exchange, should be suspended prior to the
market opening on November 3, 2009.

NYSE Regulation determined that the Company is no longer suitable
for listing in light of the November 1, 2009 commencement of the
Chapter 11 cases by the Debtors which is sufficient grounds for
the commencement of delisting procedures pursuant to Section
802.01D of the NYSE's Listed Company Manual.

"At this time the Company does not intend to take any action to
appeal NYSE Regulation's decision and therefore, it is expected
that the Company's securities described above will be delisted
after completion by the NYSE of application to the Securities and
Exchange Commission," Joseph M. Leone, CIT's Vice Chairman and
Chief Financial Officer, said on Wednesday.

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

                        About CIT Group

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

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

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

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

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


CIT GROUP: Proposes to Employ FBG as Voting Agent
-------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC
seek the Court's authority to employ Financial Balloting Group as
their voting agent in connection with the solicitation and
tabulation of votes with respect to the Prepackaged Plan of
Reorganization, and special noticing agent for publicly held
securities.

According to Eric Mandelbaum, senior vice president and deputy
general counsel at CIT Group, Inc., the Debtors have numerous
public securities holders to whom certain notices may be sent if
further solicitation of votes for the Plan is required.  The
successful dissemination of the solicitation materials requires
close coordination to ensure that they are properly forwarded.
Similarly, the collection of votes from the Holders of Securities
necessitates close cooperation.

Mr. Mandelbaum maintains that FBG is well-qualified to act as the
Voting Agent and Special Noticing Agent, as the firm specializes
in bankruptcy transactions involving public securities, including
notes, particularly in the context of soliciting and tabulating
votes on a plan of reorganization.

As Voting and Special Noticing Agent, FBG will:

  (a) provide advice to the Debtors and their counsel regarding
      all aspects of the Plan vote, including timing issues,
      voting and tabulation procedures and documents needed for
      the vote;

  (b) prepare a certificate of service for filing with the
      Court;

  (c) handle requests for documents from parties in interest,
      Including brokerage firm and bank back-offices and
      institutional holders;

  (d) respond to telephone inquiries from nominees regarding the
      voting procedures, but restrict its answers to the
      information contained in the Plan documents and seek
      assistance from the Debtors or their counsel on any
      questions that fall outside of the voting documents;

  (e) receive and examine all ballots and master ballots cast by
      holders of bonds, and date-stamp the originals of all
      Ballots upon receipt; and

  (f) tabulate all Ballots received prior to the voting
      deadlines in accordance with established procedures, and
      prepare a vote certification for filing with the Court.

The Debtors will pay FBG's professionals based on these hourly
consulting fee rates:

  Professional                  Hourly Rate
  ------------                  -----------
  Executive Director               $410
  Vice President                   $360
  Senior Case Manager              $300
  Case Manager                     $240
  Case Analyst                     $190
  Programmer II                    $195
  Programmer I                     $165
  Clerical                          $65

The Debtors will also reimburse FBG for its necessary out-of-
pocket expenses.

Jane Sullivan, Executive Director of FBG, assures Judge Gropper
that FBG is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

FBG will conduct an ongoing review of its files to ensure that no
conflict or other disqualifying circumstances exist or arise in
relation to their engagement with the Debtors.  If any new facts
are discovered, FBG will supplement its disclosure to the Court,
Ms. Sullivan says.

                        About CIT Group

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

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

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

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

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


CIT GROUP: Seeks Approval of Kurtzman Hiring as Claims Agent
------------------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC
anticipate that there will be hundreds of thousands of creditors
and other parties-in-interest involved in their Debtors' chapter
11 cases.  To relieve the Office of the Clerk of the Bankruptcy
Court for the Southern District of New York of potential burdens
imposed by notice servicing and claims administration, the
appointment of an outside noticing and claims agent will be
effective and efficient.

By this application, the Debtors ask the Court to allow them to
employ Kurtzman Carson Consultants to serve as noticing and claims
agent in their Chapter 11 cases.

Having acted as the official noticing and claims agent in numerous
bankruptcy cases, KCC is well-qualified to provide noticing and
claims administration services to the Debtors and permit them to
focus on their reorganization efforts, Eric Mandelbaum, senior
vice president and deputy general counsel at CIT, relates.

As the Noticing and Claims Agent, KCC will:

  (a) prepare and serve required notices in these Chapter 11
      cases, including:

      (i) a notice of the commencement of these Chapter 11
          cases;

     (ii) notices of any hearings on the Disclosure Statement
          and confirmation of the Prepackaged Plan of
          Reorganization;

    (iii) a notice of the initial meetings of creditors and
          equity holders under Section 341 of the Bankruptcy
          Code, if necessary; and

     (iv) notice of objections to claims;

  (b) maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs;

  (c) provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the
      Chapter 11 cases;

  (d) furnish a notice of the last date for the filing of proofs
      of claim and a form for the filing of a proof of claim,
      as the Court may approve;

  (e) file with the Court an affidavit or certificate of service
      which includes a copy of the notice, a list of persons to
      whom it was mailed and the date and manner mailed;

  (f) docket all claims received by the Clerk, maintain the
      official claims registers for each Debtor on behalf of the
      Clerk, and provide the Clerk with certified duplicate,
      unofficial Claims Registers on a monthly basis, unless
      otherwise directed;

  (g) specify, in the applicable Claims Register, information
      for each claim docketed, including (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 classifications of the
      claim;

  (h) record all transfers of claims, pursuant to Rule 3001(e)
      of the Federal Rules of Bankruptcy Procedure and provide
      any notices of the Transfers;

  (i) Relocate, by messenger, all of the actual proofs of claim
      filed with the Court to KCC, not less than weekly, if
      necessary;

  (j) upon completion of the docketing process, turn over to the
      Clerk copies of the Claims Register for the Clerk's
      review;

  (k) make changes in the Claims Registers pursuant to any
      Court orders;

  (l) maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which will be
      available upon request by a party-in-interest or the
      Clerk;

  (m) assist with, among other things, solicitation and
      calculation of votes and distribution as required in
      furtherance of confirmation of the Plan;

  (n) file with the Court the final version of the Claims
      Register immediately before the closing of the Chapter 11
      cases, if necessary; and

  (o) At the close of the case, box and transport all original
      documents, in proper format, as provided by the Clerk, to:

      The Federal Archives Record Administration
      Central Plains Region
      200 Space Center Drive
      Lee's Summit, MO 64064

Pursuant to an engagement letter between the parties, the Debtors
will pay KCC's professionals based on these hourly rates:

  Professional                              Hourly Rate
  ------------                              -----------
  Clerical                                   $45 to $65
  Project Specialist                         $80 to $140
  Consultant                                $165 to $245
  Senior Consultant                         $255 to $275
  Senior Managing Consultant                $295 to $325
  Technology/Programming Consultant         $145 to $195

The Debtors will also reimburse KCC for out-of-pocket expenses
that it may incur.

Michael J. Frishberg, vice president of Corporate Restructuring
Services of KCC, neither holds nor represents any interest adverse
to the Debtors' estates in connection with any matter on which it
would be employed.  Accordingly, KCC is a "disinterested person,"
within the meaning of Section 101(14) of the Bankruptcy Code.

                        About CIT Group

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

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

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

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

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


CIT GROUP: Wants to Pay Prepetition Sales & Use Taxes
-----------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC, in
the ordinary course of their businesses, incur various tax
liabilities and have generally paid those tax liabilities as they
became due.  The Debtors' books and records, according to Gregg M.
Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New
York, reflect that they have paid all Taxes which were due and
payable prior to the Petition Date.

Different state and government taxing authorities, however, will
continue to invoice the Debtors for Taxes relating to periods
prior to the Petition Date following the commencement of their
Chapter 11 cases, Mr. Galardi says.  Specifically, in the
aggregate, the Debtors expect that approximately $275,000 in
prepetition Taxes will become due and payable following the
Petition Date.  Of that amount, approximately $50,000 in Taxes
will become due and payable within the first 25-days of their
Chapter 11 cases.

By this motion, the Debtors seek the Court's authority to pay
prepetition franchise, commercial, annual report and income taxes
and all similar obligations to the appropriate Taxing Authorities
in the ordinary course of the Debtors' businesses.  Until the
request is granted on a final basis, the Debtors seek the
authority to pay up to $50,000 in Taxes.

Mr. Galardi asserts that the continued payment of the prepetition
Taxes on their normal due dates will ultimately preserve the
resources of the Debtors' estates, thereby promoting their
prospects for a successful reorganization.  If the tax obligations
are not timely paid, the Debtors will be required to expend time
and money to resolve a multitude of issues related to those
obligations, each turning on the particular terms of each Taxing
Authority's applicable laws, including (a) whether the obligations
are priority, secured or unsecured in nature, (b) whether they are
proratable or fully prepetition or postpetition, and (c) whether
penalties, interest, attorneys' fees and costs can continue to
accrue on a postpetition basis, and if so, whether those
penalties, interest, attorneys' fees and costs are priority,
secured or unsecured in nature, he points out.

Mr. Galardi adds that the federal government and many states in
which the Debtors operate have laws providing that the Debtors'
officers, directors or other responsible employees could, under
certain circumstances, be held personally liable for the payment
of the Taxes.  To the extent any accrued Taxes of the Debtors were
unpaid as of the Petition Date in these jurisdictions, the
Debtors' officers and directors could be subject to lawsuits
during the pendency of the Chapter 11 cases.  In those events,
collection efforts by the Taxing Authorities would be extremely
distracting for the Debtors and their directors and officers in
their efforts to bring these Chapter 11 cases to an expeditious
conclusion, he tells the Court.

Mr. Galardi assures the Court that no prejudice to creditors or
other parties-in-interest would result from granting the request.
He notes that the Debtors' proposed prepackaged plan of
reorganization provides for the reinstatement or payment in full
of priority tax claims and general unsecured claims on the
effective date of the Plan.  The unimpaired treatment of the
Taxing Authorities' claims may prompt the Taxing Authorities to
argue that they are entitled to accrue fees, interest and
penalties on their tax claims from the time they are due until
they are paid.  Paying those Taxes in the ordinary course of
business -- instead of waiting until the effective date of the
Plan -- will save the estates the added costs of the Accrued
Amounts and the costs of litigating with the Taxing Authorities
over whether they are entitled to Accrued Amounts, Mr. Galardi
points out.

The Debtors also ask the Court to authorize the Debtors' banks to
receive, process, honor and pay all checks, drafts or other forms
of payment drawn or issued on the Debtors' bank accounts prior to
the Petition Date in respect of those Taxes, provided that
sufficient funds are on deposit in the applicable accounts to
cover those payments.

                        About CIT Group

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

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

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

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

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


CITIGROUP INC: Has $10 Bil. in US Subprime-Related Exposures
------------------------------------------------------------
Citigroup Inc. disclosed in a regulatory filing that its Citi
Holdings unit had approximately $10.0 billion in net U.S.
subprime-related direct exposures in the Special Asset Pool at
September 30, 2009.  The exposure consisted of (a) approximately
$8.8 billion of net exposures in the super senior tranches (i.e.,
the most senior tranches) of CDOs, which are collateralized by
asset-backed securities, derivatives on asset-backed securities,
or both (ABS CDOs), and (b) approximately $1.2 billion of
exposures in its lending and structuring business.

The Special Asset Pool also has trading positions, both long and
short, in U.S. subprime RMBS and related products, including ABS
CDOs.  The exposure from these positions is actively managed and
hedged, although the effectiveness of the hedging products used
may vary with material changes in market conditions.

Citigroup also disclosed that as of September 30, 2009, its
contributions to the U.S. pension plan include $9 million relating
to certain investment advisory fees that were paid by the Company.
There were no minimum required contributions and no discretionary
cash or non-cash contributions are currently planned for the U.S.
plans.  For the non-U.S. plans, the Company contributed
$124 million as of September 30, 2009.  Citigroup presently
anticipates contributing an additional $113 million to fund its
non-U.S. plans in 2009 for a total of $237 million.

Citigroup's pension funding policy for U.S. plans and non-U.S.
plans is generally to fund to applicable minimum funding
requirements, rather than to the amounts of accumulated benefit
obligations.  For the U.S. plans, the Company may increase its
contributions above the minimum required contribution under the
Employee Retirement Income Security Act of 1974, if appropriate to
its tax and cash position and the plan's funded position.

Citigroup on Friday filed with quarterly report on Form 10-Q with
the Securities and Exchange Commission.  A text copy of the report
is available at no charge at http://ResearchArchives.com/t/s?4896

Citigroup reported net income for the third quarter 2009 of
$101 million from a net loss of $2.8 billion during the same
period in 2008.

Citigroup has continued its deleveraging, reducing total assets
from $2.05 trillion a year ago to $1.88 trillion at September 30,
2009.  Asset reductions in Citi Holdings made up approximately 98%
of the decline, reflecting the Company's continued strategy of
reducing its assets and exposures in this business segment, which
are down by almost one-third since the peak levels of early 2008.

                         About Citigroup

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

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

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

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


CITIGROUP INC: To Issue 10 Series of Notes; Files Docs with SEC
---------------------------------------------------------------
Citigroup Inc. filed documents with the Securities and Exchange
Commission in connection with Citigroup Funding's proposed
issuance of various securities:

     -- Notes Based Upon a Basket of Currencies Due ____, 2010,
        at $1,000 per Note.  The basket return amount will be
        based upon the percentage change in the value of the
        Brazilian real, Russian ruble, Indonesian rupiah, Chinese
        yuan, Taiwan dollar, Australian dollar, Israeli shekel and
        Turkish lira.

        See preliminary pricing supplement at:
        http://ResearchArchives.com/t/s?4897

     -- 1,500 Upturn Notes Based Upon the MSCI EAFE(R) Index Due
        July 15, 2011, at $1,000.00 per Note

        See pricing supplement at:
        http://ResearchArchives.com/t/s?4898

     -- 1,500 Upturn Notes Based Upon the S&P BRIC 40(R) Index
        Due July 15, 2011, at $1,000.00 per Note

        See pricing supplement at:
        http://ResearchArchives.com/t/s?4899

     -- Index LeAding StockmarkEt Return Securities (Index
        LASERSsm) Based Upon the S&P 500(R) Index Due ____, 2012
        at $10.00 per Index LASERSsm

        See Issuer Free Writing Prospectus at:
        http://ResearchArchives.com/t/s?4899

        See pricing supplement at:
        http://ResearchArchives.com/t/s?489a

     -- Equity LinKed Securities ___% Per Annum, Based Upon the
        Common Stock of Dow Chemical Company Due 2010, at $10.00
        per ELKS

        See offering summary at:
        http://ResearchArchives.com/t/s?489a

     -- Upturn Notes Based Upon the iShares(R) MSCI Emerging
        Markets Index Fund Due 2011, at $10.00 per Note

        See offering summary at:
        http://ResearchArchives.com/t/s?489b

     -- 2% Minimum Coupon Principal Protected Notes Based Upon the
        Price of Gold Due 2014, at $10 per Note

        See Issuer Free Writing Prospectus at:
        http://ResearchArchives.com/t/s?4835

        See pricing supplement at:
        http://ResearchArchives.com/t/s?4835

     -- Equity LinKed Securities __% Per Annum Based Upon the
        Common Stock of Bank of America Corporation Due 2010, at
        $10.00 per ELKS

        See offering summary at:
        http://ResearchArchives.com/t/s?4835

     -- Upturn Notes Based Upon the MSCI EAFE(R) Index Due 2011,
        at $1,000.00 per Note

        See offering summary at:
        http://ResearchArchives.com/t/s?4838

     -- Upturn Notes Based Upon the S&P BRIC 40(R) Index Due 2011,
        at $1,000.00 per Note

        See offering summary at:
        http://ResearchArchives.com/t/s?4839

Citigroup reported net income for the third quarter 2009 of
$101 million from a net loss of $2.8 billion during the same
period in 2008.

Citigroup has continued its deleveraging, reducing total assets
from $2.05 trillion a year ago to $1.88 trillion at September 30,
2009.  Asset reductions in Citi Holdings made up approximately 98%
of the decline, reflecting the Company's continued strategy of
reducing its assets and exposures in this business segment, which
are down by almost one-third since the peak levels of early 2008.

                         About Citigroup

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

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

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

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


CITRUS 278 LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Citrus 278, LLC
        2222 W. Pinnacle Peak Road, Suite 240
        Phoenix, AZ 85027

Case No.: 09-28416

Chapter 11 Petition Date: November 5, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Mark W. Roth, Esq.
                  Polsinelli Shughart P.C.
                  3636 N. Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2012
                  Fax: (602) 926.8562
                  Email: mroth@polsinelli.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.


CLEAR CHANNEL: Bank Debt Trades at 30.3% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 69.70 cents-on-the-dollar during the week ended Friday, Nov. 6,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.47 percentage points from the previous week, The Journal
relates.  The loan matures Jan. 30, 2016.  The Company pays 365
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Caa2 rating and Standard & Poor's CCC rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Nov. 6, among the 172 loans with five or more bids.

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

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

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


CLOROX CO: Expects $297 Mil. Net Proceeds from Notes Offering
-------------------------------------------------------------
The Clorox Company on Friday filed with the Securities and
Exchange Commission a prospectus supplement in connection with its
proposed issuance of $300,000,000 of 3.55% Senior Notes due 2015.

The net proceeds to Clorox from the sale of the notes will be
approximately $297 million (after deducting underwriting discounts
and commissions and offering expenses).  Clorox will use the net
proceeds to retire commercial paper.

Interest on the notes will be paid on May 1 and November 1 of
each year, beginning on May 1, 2010.  The notes will mature on
November 1, 2015.

The notes offered will be Clorox's senior unsecured obligations
and will rank equally and ratably in right of payment with all of
the Company's existing and future senior unsecured indebtedness
and senior to any future subordinated unsecured indebtedness.

Clorox and Citigroup Global Markets Inc., J.P. Morgan Securities
Inc., and Wells Fargo Securities, LLC, as representatives of the
underwriters, have entered into an underwriting agreement with
respect to the notes.  Each underwriter has severally agreed to
purchase the principal amount of notes indicated:

                                               Principal Amount
     Underwriters                                  of Notes
     ------------                              ----------------
     Citigroup Global Markets Inc.                  $67,500,000
     J.P. Morgan Securities Inc.                     67,500,000
     Wells Fargo Securities, LLC                     67,500,000
     BNP Paribas Securities Corp.                    25,500,000
     Goldman, Sachs & Co.                            25,500,000
     Mitsubishi UFJ Securities (USA), Inc.           25,500,000
     PNC Capital Markets LLC                          6,000,000
     The Williams Capital Group, L.P.                 6,000,000
     Fifth Third Securities, Inc.                     4,500,000
     Blaylock Robert Van, LLC                         4,500,000
                                               ----------------
       Total                                       $300,000,000

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?489c

Based in Oakland, California, The Clorox Company (NYSE: CLX) --
Http://www.TheCloroxCompany.com/ -- manufactures and markets
consumer products with fiscal year 2009 revenues of $5.5 billion.
Clorox markets some of consumers' most trusted and recognized
brand names, including its namesake bleach and cleaning products,
Green Works(R) natural cleaners, Armor All(R) and STP(R) auto-care
products, Fresh Step(R) and Scoop Away(R) cat litter, Kingsford(R)
charcoal, Hidden Valley(R) and K C Masterpiece(R) dressings and
sauces, Brita(R) water-filtration systems, Glad(R) bags, wraps and
containers, and Burt's Bees(R) natural personal care products.
With approximately 8,300 employees worldwide, the company
manufactures products in more than two dozen countries and markets
them in more than 100 countries.

As of September 30, 2009, Clorox had $4.59 billion in total
assets, including $237 million in cash and cash equivalents,
against $4.64 billion in total liabilities, resulting in
stockholders' deficit of $47 million.  The September 30 balance
sheet also showed strained liquidity: Clorox had $1.20 billion in
total current assets against $1.86 billion in total current
liabilities.


COEUR D'ALENE: Q3 2009 Net Loss Widens to $17,283,000
-----------------------------------------------------
Coeur d'Alene Mines Corporation posted wider net loss of
$17,283,000 for the three months ended September 30, 2009, from a
net loss of $4,043,000 for the same quarter a year ago.  The
Company posted a $384,000 net income for the nine months ended
September 30, 2009, from a net loss of $4,741,000 for the same
period a year ago.

Revenue on sales of metal was $89,793,000 for the three months
ended September 30, 2009, from $36,538,000 for the same quarter a
year ago.  Revenue on sales of metal was $202,436,000 for the nine
months ended September 30, 2009, from $131,145,000 for the same
period a year ago.

At September 30, 2009, the Company had $3,059,759,000 in total
assets, including cash and cash equivalents of $45,603,000;
against $193,341,000 in total current liabilities and $888,959,000
in total long-term liabilities.  At September 30, 2009, the
Company had accumulated deficit of $419,574,000 and stockholders'
equity of $1,977,459,000.  Coeur d'Alene Mines had $402.2 million
in accumulated deficit as of June 30, 2009.

During the nine months ended September 30, 2009, the Company
received approximately $150.4 million of cash proceeds consisting
of $20.4 million from the exercise of a warrant relating to the
Senior Secured Floating Rate Convertible Notes due 2012,
$75.0 million from a gold royalty stream transaction with Franco-
Nevada Corporation and $55.0 million related to the sale of Broken
Hill in July 2009.  The Company believes that its liquidity and
projected operating cashflows will be adequate to meet its
obligations for at least the next 12 months.

On October 27, 2009, the Company entered into a term facility with
Credit Suisse -- Zurich of Switzerland whereby Credit Suisse will
provide Coeur Alaska, Inc., a wholly owned subsidiary of Coeur, a
$45 million, five-year term facility to fund the remaining
construction at the Company's Kensington Gold Mine in Alaska.

The Company may elect to defer some capital investment activities
or to secure additional capital to assist in maintaining
sufficient liquidity.  In addition, if the Company decides to
pursue the acquisition of additional mineral interests, new
capital projects, or acquisitions of new properties, mines or
companies, additional financing activities may be necessary.
There can be no assurances that such financing will be available
upon acceptable terms, when or if needed or at all, the Company
said.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?48b5

In a news statement on Thursday, Coeur d'Alene announced record
silver production of 5.2 million ounces during the third quarter
of 2009.  This record production represents an 86% increase
compared to last year's third quarter and was driven by Coeur's
two new large, long-life mines -- San Bartolome in Bolivia and
Palmarejo in Mexico -- which combined for a total of 3.4 million
ounces of silver production, or 65% of the Company's total silver
production, during the third quarter.  Gold production also
increased dramatically due to the continued ramp-up of production
at Palmarejo, which produced 24,289 ounces during the quarter.

"Our third quarter results continued to highlight the Company's
dramatic growth and successful transition to its new, long-life
mines.  As the Palmarejo silver and gold mine in Mexico continues
to ramp up its production levels and as we look ahead to the
Kensington gold mine in Alaska contributing production and cash
flow next year, we look forward to continuing to deliver strong
operational and financial results for our shareholders," said
Dennis E. Wheeler, Chairman, President and Chief Executive
Officer.  "Silver and gold prices look to remain strong based on a
weakening U.S. dollar, consistent investment demand, and -- in the
case of silver -- increasing industrial demand, particularly in
medical, electronic and technology applications."

Commenting on the Company's outlook for full-year 2009, Mr.
Wheeler commented, "Coeur expects to produce approximately
18 million ounces of silver in 2009, a 50% increase compared to
2008 production levels. Earlier this year, the Company sold its
100% interest in the silver at the Broken Hill mine in Australia.
Despite the loss of production from the strategic sale of this
asset and a small adjustment to our San Bartolom‚ mine plan, our
Martha and Rochester mines have exceeded budgeted production
levels.

The Company also expects to produce approximately 70,000 ounces of
gold for the full-year -- a 52% increase over last year."

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48b6

                     About Coeur d'Alene Mines

Coeur d'Alene Mines Corporation (NYSE:CDE, TSX:CDM, ASX:CXC) is
one of the world's leading silver companies and also a significant
gold producer.  Coeur common shares are traded on the New York
Stock Exchange under the symbol CDE, the Toronto Stock Exchange
under the symbol CDM, and its CHESS Depositary Interests are
traded on the Australian Securities Exchange under symbol CXC.

As reported by the Troubled Company Reporter on August 11, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Coeur D'Alene Mines to 'B-' from 'CCC' and raised the
ratings on the company's $180 million senior unsecured notes due
2024 ($106 million outstanding) and $230 million senior unsecured
notes due 2028 ($150 million outstanding) to 'CCC+' from 'CCC-'.
The recovery rating on the notes remains unchanged at '5'.  S&P
removed the corporate credit and issue-level ratings from
CreditWatch, where they were placed with positive implications on
May 18, 2009.  The outlook is positive.


COMMUNITY HEALTH: Bank Debt Trades at 9% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
is a borrower traded in the secondary market at 91.32 cents-on-
the-dollar during the week ended Friday, Nov. 6, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.87 percentage points
from the previous week, The Journal relates.  The debt matures on
May 1, 2014.  The Company pays 225 basis points above LIBOR to
borrow under the loan facility and it carries Moody's Ba3 rating
and Standard & Poor's BB rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Nov. 6, among the 172 loans
with five or more bids.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital.  Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.


CONSECO INC: Reports $15.4-Mil. Net Income for Third Quarter
------------------------------------------------------------
On November 4, 2009, Conseco Inc. disclosed its financial results
for the quarter ended September 30, 2009.

"Conseco recorded its third consecutive profitable quarter,
reporting $15.4 million of net income," chief executive officer
Jim Prieur said.  "Our Bankers Life business turned in a strong
quarter with pre-tax operating earnings up 26% over last year's
third quarter and record performance in both life and Medicare
Supplement sales and again in agent recruitment."

"We have continued to make progress and after the quarter ended we
undertook a series of transactions to enhance Conseco's liquidity
and capital positions," Mr. Prieur said.  These transactions
included entering into a stock and warrant purchase agreement with
Paulson & Co. Inc. to sell Paulson 16.4 million shares of common
stock and warrants to purchase 5 million shares of common stock,
and announcing a private offering of up to $293 million of 7%
convertible senior debentures to fund the purchase of our existing
convertible debentures.  Upon closing of the private sale of
common stock, Paulson will own approximately 9.9% of Conseco's
outstanding shares.

In addition, Conseco recently disclosed its intention to do a
registered offering of not less than $200 million of common stock.
Conseco is required to use half of the net proceeds of the
issuance to repay indebtedness under its credit agreement, with
the remaining net proceeds to be used for general corporate
purposes.

                    Third Quarter 2009 Results

  -- $107.0 million of income before net realized investment
     losses, corporate interest and taxes, up 2%, compared to
     $104.8 million in 3Q08

  -- Net operating income of $54.3 million, down 7%, compared to
     $58.3 million in 3Q08

  -- Net operating income per diluted share: 29 cents, down 6%,
     compared to 31 cents in 3Q08

  -- Net income of $15.4 million, compared to a net loss of
     $183.3 million in 3Q08 (including $38.9 million of net
     realized investment losses and valuation allowance for
     deferred tax assets in 3Q09 vs. $241.6 million of net
     realized investment losses and losses related to discontinued
     operations in 3Q08)

  -- Net income per diluted share of 8 cents, compared to a net
     loss per diluted share of 99 cents in 3Q08 (including 21
     cents of net realized investment losses and valuation
     allowance for deferred tax assets in 3Q09 vs. $1.30 of net
     realized investment losses and losses related to discontinued
     operations in 3Q08)

  -- Total New Annualized Premium excluding Private-Fee-For-
     Service: $93.4 million, up 1% from 3Q08

  -- Bankers NAP excluding PFFS: $62.5 million, up 2% from 3Q08

  -- Conseco Insurance Group NAP: $20.3 million, up 7% from 3Q08

  -- PFFS NAP (sold through a marketing agreement with Coventry):
     $(.2) million in 3Q09 compared to $4.6 million in 3Q08,
     reflecting changes in consumer preference and the transition
     to a new marketing agreement with Humana Inc.

                      Nine Month 2009 Results

  -- $266.0 million of EBIT, up 25%, compared to $213.2 million in
     the first nine months of 2008

  -- Net operating income of $126.5 million, up 22%, compared to
     $103.6 million in the first nine months of 2008

  -- Net operating income per diluted share: 68 cents, up 21%,
     compared to 56 cents in the first nine months of 2008

  -- Net income of $67.5 million, compared to a net loss of
     $679.0 million in the first nine months of 2008 (including
     $59.0 million of net realized investment losses and valuation
     allowance for deferred tax assets in the first nine months of
     2009 vs. $782.6 million of net realized investment losses,
     valuation allowance for deferred tax assets and losses
     related to discontinued operations in the first nine months
     of 2008)

  -- Net income per diluted share of 36 cents, compared to a net
     loss per diluted share of $3.68 in the first nine months of
     2008 (including 32 cents of net realized investment losses
     and valuation allowance for deferred tax assets in the first
     nine months of 2009 vs. $4.24 of net realized investment
     losses, valuation allowance for deferred tax assets and
     losses related to discontinued operations in the first nine
     months of 2008)

             Financial Strength at September 30, 2009

  -- Book value per common share, excluding accumulated other
     comprehensive income (loss), was $18.82, up 2%, compared to
     $18.41 at December 31, 2008

  -- Debt-to-total capital ratio, excluding accumulated other
     comprehensive income (loss), was 26.6%, compared to 27.8% at
     December 31, 2008

                          Balance Sheets

At September 30, 2009, the Company's consolidated balance sheets
showed $30.269 billion in total assets, $26.935 billion in total
liabilities and $3.334 billion in shareholders' equity.

A full-text copy of the Company's quarterly financial supplement
for the three months ended September 30, 2009, is available for
free at http://researcharchives.com/t/s?4893

                        About Conseco Inc.

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

                          *     *     *

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

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


CONTINENTAL AIRLINES: Reports October 2009 Operational Performance
------------------------------------------------------------------
Continental Airlines reported an October consolidated (mainline
plus regional) load factor of 82.5%, 3.5 points above the October
2008 consolidated load factor, and a mainline load factor of
83.0%, 3.5 points above the October 2008 mainline load factor.
The carrier reported a domestic mainline October load factor of
85.4%, 2.4 points above the October 2008 domestic mainline load
factor, and an international mainline load factor of 80.4%, 4.5
points above October 2008.  All four October load factors were
records for the month.

During the month, Continental recorded a U.S. Department of
Transportation (DOT) on-time arrival rate of 75.1% and a mainline
segment completion factor of 99.8%.

In October 2009, Continental flew 7.3 billion consolidated revenue
passenger miles (RPMs) and 8.8 billion consolidated available seat
miles (ASMs), resulting in a consolidated traffic increase of 1.7%
and a capacity decrease of 2.6% as compared to October 2008.  In
October 2009, Continental flew 6.5 billion mainline RPMs and
7.8 billion mainline ASMs, resulting in a mainline traffic
increase of 1.9% and a mainline capacity decrease of 2.4% as
compared to October 2008. Domestic mainline traffic was
3.4 billion RPMs in October 2009, up 2.3% from October 2008, and
domestic mainline capacity was 4.0 billion ASMs, down 0.6% from
October 2008.

For October 2009, consolidated passenger revenue per available
seat mile (RASM) is estimated to have decreased between 14.0 and
15.0% compared to October 2008, while mainline RASM is estimated
to have decreased between 15.0 and 16.0%.  For September 2009,
consolidated passenger RASM decreased 19.2% compared to September
2008, while mainline passenger RASM decreased 21.1% compared to
September 2008.

Continental's regional operations had a record October load factor
of 78.2%, 3.3 points above the October 2008 regional load factor.
Regional RPMs were 782.0 million, and regional ASMs were
999.9 million in October 2009, resulting in a traffic decrease of
0.4% and a capacity decrease of 4.6% versus October 2008.

A full-text copy of Continental's report is available at no charge
at http://ResearchArchives.com/t/s?487f

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,500 daily departures
throughout the Americas, Europe and Asia, serving 133 domestic and
134 international destinations.  With more than 41,000 employees,
Continental has hubs serving New York, Houston, Cleveland and
Guam, and together with its regional partners, carries
approximately 63 million passengers per year.

Continental ended the third quarter of 2009 with $2.54 billion in
unrestricted cash, cash equivalents and short-term investments.
At September 30, 2009, Continental had $12.5 billion in total
assets against total current liabilities of $4.26 billion, long-
term debt and capital leases of $5.29 billion, deferred income
taxes of $180 million, accrued pension liability of $1.36 billion,
accrued retiree medical benefits of $241 million, and other
liabilities of $806 million; against stockholders' equity of
$446 million.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.


CORPSOURCE FINANCE: Amendment Won't Affect Moody's 'Caa1' Rating
----------------------------------------------------------------
Moody's Investors Service stated that the recent amendment to the
first lien credit agreement of a wholly-owned subsidiary of
CorpSource Finance Holdings, LLC, will have no immediate affect on
the company's credit ratings or negative rating outlook.

The last rating action on CorpSource was on September 21, 2009, at
which time Moody's downgraded the Corporate Family Rating of
CorpSource to Caa1 from B2 and maintained a negative rating
outlook.

CorpSource Finance Holdings, LLC, is a provider of business
process outsourcing solutions to document and information
intensive industries including healthcare, financial services,
legal, government and other sectors.  The company has a Caa1
Corporate Family Rating and a negative rating outlook.


CUMULUS MEDIA: Swings to $143,991,000 Net Loss for Q3 2009
----------------------------------------------------------
Cumulus Media, Inc., swung to a $143,991,000 net loss on net
revenues of $65,127,000 for the three months ended September 30,
2009, from a $6,000,000 net income on net revenues of $79,950,000
for the same period a year ago.

For the nine months ended September 30, 2009, Cumulus Media posted
a net loss of $133,212,000 on net revenues of $186,443,000
compared to $32,048,000 net income on net revenues of $236,478,000
for the same period a year ago.

As of September 30, 2009, Cumulus Media had total assets of
$338,193,000 against total liabilities of $717,849,000, resulting
in stockholders' deficit of $379,656,000.

Cumulus Media noted the current economic crisis has reduced demand
for advertising in general, including advertising on the Company's
radio stations. In consideration of current and projected market
conditions, overall advertising is expected to continue to decline
at least through the remainder of 2009. Therefore, in conjunction
with the development of the 2009 business plan, management
assessed the impact of recent market developments in a variety of
areas, including the Company's forecasted advertising revenues and
liquidity.  In response to these conditions, management refined
the 2009 business plan to incorporate a reduction in forecasted
2009 revenues and cost reductions implemented in the fourth
quarter 2008 and during the first nine months of 2009 to mitigate
the impact of the Company's anticipated decline in 2009 revenue.

In July 2009, Cumulus Media revised its revenue forecast downward
for the last two quarters of 2009 due to the sustained decline in
revenues attributable to the current economic conditions.  As a
result of these conditions, the Company determined it was
appropriate and reasonable to conduct an interim impairment
analysis.  In conjunction with the interim impairment analysis the
Company recorded an impairment charge of approximately
$173.1 million to reduce the carrying value of certain broadcast
licenses and goodwill to their respective fair market values.

On June 29, 2009, the Company entered into an amendment to the
credit agreement governing its senior secured credit facility.
The Credit Agreement maintains the preexisting term loan facility
of $750 million, which, as of September 30, 2009, had an
outstanding balance of approximately $646 million, and reduces the
preexisting revolving credit facility from $100 million to
$20 million.  Additional facilities are no longer permitted under
the Credit Agreement.

Management believes that the Company will continue to be in
compliance with all of its debt covenants through at least
September 30, 2010, based upon actions the Company has already
taken, which include: (i) the amendment to the Credit Agreement,
the purpose of which was to provide certain covenant relief
through 2010, (ii) employee reductions coupled with a mandatory
one-week furlough during the second quarter of 2009, (iii) a new
sales initiative implemented during the first quarter of 2009, the
goal of which is to increase advertising revenues by re-
engineering the Company's sales techniques through enhanced
training of its sales force, and (iv) continued scrutiny of all
operating expenses.  However, the Company will continue to monitor
its revenues and cost structure closely and if revenues decline
greater than the forecasted decline from 2008 or if the Company
exceeds planned spending, the Company may take further actions as
needed in an attempt to maintain compliance with its debt
covenants under the Credit Agreement.  The actions may include the
implementation of additional operational efficiencies,
renegotiation of major vendor contracts, deferral of capital
expenditures, and sale of non-strategic assets.

Although the Company was able to obtain the amendment to the
Credit Agreement that provided relief with regard to certain
restrictive covenants, including the fixed charge coverage ratio
and total leverage ratio, there can be no assurance that the
Company will be able to obtain an additional waiver or amendment
to, or refinancing of, the Credit Agreement should additional
waivers, amendments or refinancings become necessary to remain in
compliance with its covenants in the future.  In the event the
Company does not maintain compliance with the applicable covenants
under the Credit Agreement, the lenders could declare an event of
default, subject to applicable notice and cure provisions.
Failure to comply with the financial covenants or other terms of
the Credit Agreement and failure to negotiate relief from the
Company's lenders could result in the acceleration of the maturity
of all outstanding debt.  Under these circumstances, the
acceleration of the Company's debt could have a material adverse
effect on its business.

If the Company were unable to repay its debts when due, the
lenders under the credit facilities could proceed against the
collateral granted to them to secure that indebtedness.  The
Company has pledged substantially all of its assets as collateral
under the Credit Agreement.  If the lenders accelerate the
maturity of outstanding debt, the Company may be forced to
liquidate certain assets to repay all or part of the senior
secured credit facilities, and the Company cannot be assured that
sufficient assets will remain after it has paid all of the its
debt.  The ability to liquidate assets is affected by the
regulatory restrictions associated with radio stations, including
Federal Communications Commissions licensing, which may make the
market for these assets less liquid and increase the chances that
these assets will be liquidated at a significant loss.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4886

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4887

Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling
approximately 350 radio stations in 68 U.S. media markets.  In
combination with its affiliate, Cumulus Media Partners, LLC, the
Company believes it is the fourth largest radio broadcast company
in the United States when based on net revenues.


DAYTON SUPERIOR: Discloses Exempt Offering of $100MM Securities
---------------------------------------------------------------
Dayton Superior Corporation filed with the Securities and Exchange
Commission on November 5, 2009, a notice of exempt offering of
securities provided by Regulation D and Section 4(6) under the
Securities Act.

As disclosed in the filing, a total of 13 investors have already
invested in the equity securities offering.  The date of first
sale occurred on October 26, 2009.  The total offering amount of
$100,000,000 was sold.

The report was signed by Edward J. Puisis, executive vice
president and chief financial officer of the Company.

A full-text copy of the Form D notice is available at no charge
at http://researcharchives.com/t/s?48a3

As reported in the Troubled Company Reporter on October 27, 2009,
Dayton Superior Corporation emerged from Chapter 11 bankruptcy
protection effective October 26, pursuant to a Plan of
Reorganization approved by the U.S. Bankruptcy Court for the
District of Delaware in Wilmington on October 14, 2009.

                      About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation (Pink
Sheets: DSUPQ) -- http://www.daytonsuperior.com/-- makes and
distributes construction products.  Aztec Concrete Accessories
Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa
Inc., Southern Construction Products Inc., Symons Corporation and
Trevecca Holdings Inc. were merged with the Company December 31,
2004.

The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
serve as the Debtors' bankruptcy counsel.  Russell C. Silberglied,
Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Dayton Superior had $288,709,000 in assets and
$405,867,000 in debts as of February 27, 2009.

                          *     *     *

As reported in the Troubled Company Reporter on October 30, 2009,
Standard & Poor's Ratings Services withdrew its ratings, including
its 'D' corporate credit rating, on Dayton, Ohio-based Dayton
Superior Corp., following the Company's announcement that it had
emerged from Chapter 11 bankruptcy protection.  In conjunction
with the emergence, the Company's outstanding prepetition senior
subordinated notes were converted into new stock of the
reorganized company.


DEAN FOODS: Bank Debt Trades at 8.03% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Dean Foods is a
borrower traded in the secondary market at 91.97 cents-on-the-
dollar during the week ended Friday, Nov. 6, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.50 percentage points
from the previous week, The Journal relates.  The debt matures on
March 22, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the loan facility and it carries Moody's B1 rating
and Standard & Poor's BB rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Nov. 6, among the 172 loans
with five or more bids.

Dean Foods Company is the largest processor and distributor of
milk and various other dairy products in the United States, with
dairy operations accounting for around 79% of its net sales in
FY2008.  The company also markets and sells a variety of branded
dairy and dairy-related products including, Silk soymilk and
cultured soy products, Horizon Organic dairy products,
International Delight coffee creamers and LAND O'LAKES creamers
and fluid dairy products.  Headquartered in Dallas, Texas, Dean
Foods had sales in the last twelve months ending March 31, 2009,
of approximately $12.1 billion.

Dean Foods carries a 'B1' corporate family rating from Moody's.


DEL MONTE FOODS: Bank Debt Trades at 4% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Del Monte Foods is
a borrower traded in the secondary market at 96.48 cents-on-the-
dollar during the week ended Friday, Nov. 6, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.47 percentage points
from the previous week, The Journal relates.  The debt matures on
Feb. 8, 2012.  The Company pays 150 basis points above LIBOR to
borrow under the loan facility and it carries Moody's Ba1 rating
while it is not rated by Standard & Poor's.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Nov. 6, among the 172
loans with five or more bids.

Based in San Francisco, California, Del Monte Foods Company (NYSE:
DLM) -- http://www.delmonte.com/-- is one of the country's
largest and most well-known producers, distributors and marketers
of premium quality, branded food and pet products for the U.S.
retail market, generating approximately $3.6 billion in net sales
in fiscal 2009.  Its brands including Del Monte(R), S&W(R),
Contadina(R), College Inn(R), Meow Mix(R), Kibbles `n Bits(R),
9Lives(R), Milk-Bone(R), Pup-Peroni(R), Meaty Bone(R),
Snausages(R) and Pounce(R), Del Monte products are found in eight
out of ten U.S. households.  The Company also produces,
distributes and markets private label food and pet products.

Del Monte Foods carries 'BB-' issuer credit ratings from Standard
& Poor's and a 'BB' long term issuer default rating from Fitch.

As reported by the Troubled Company Reporter on Sept. 21, 2009,
Moody's assigned a rating of B1 to Del Monte Corporation's
proposed new $450 million senior subordinated notes due 2019 to be
issued under Rule 144A.  Moody's affirmed the company's other
ratings, including its Ba3 corporate family and probability of
default ratings and its speculative grade liquidity rating of SGL-
3.  The rating outlook remains positive.

Standard & Poor's Ratings Services said that it assigned its 'BB-'
rating to San Francisco, California-based Del Monte Corp.'s
proposed issue of $450 million senior subordinated notes due
Oct. 15, 2019.  The recovery rating is '4', indicating S&P's
expectation of average (30%-50%) recovery in the event of payment
default.  The company will use the proceeds from the note
issuance, together with cash on hand or borrowings under its
revolving credit facility, to repurchase its outstanding
$450 million 8.625% notes due 2012, and to pay related fees and
expenses.  S&P will withdraw the existing ratings on the 2012
notes when they are repaid.  Del Monte Corp. is a wholly owned
subsidiary of Del Monte Foods Co. (BB-/Positive).


DOLLAR THRIFTY: Completes Public Offering of Common Stock
---------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., on November 3, 2009,
completed its previously announced public offering of 5,750,000
shares of its common stock at a price to the public of $19.25 per
share.  In connection with the offering, the Company has also
granted the underwriters a 30-day option to purchase up to an
additional 862,500 shares of common stock.

The offering resulted in aggregate net proceeds to the Company of
approximately $105 million, after deducting underwriting discounts
and commissions and estimated offering expenses. The Company
intends to use the net proceeds from the offering for general
corporate purposes.

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. acted as
joint book-running managers for the offering.  On October 28,
2009, DTAG entered into a terms agreement with Goldman Sachs and
JPMorgan Securities, on behalf of themselves and the other
underwriters, which terms agreement incorporated the terms and
conditions of an underwriting agreement, dated October 28, to
issue and sell to the Underwriters 5,750,000 shares of the
Company's common stock, par value $0.01 per share, at a price to
the public of $19.25 per share.

The shares were offered pursuant to the Company's effective shelf
registration statement on file with the Securities and Exchange
Commission.  The offering was 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).

               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.


DRYSHIPS INC: Inks Debt Waiver with Commerzbank and West LB
-----------------------------------------------------------
DryShips Inc. has signed an agreement with Commerzbank and West LB
on waiver terms for $70 million of our outstanding debt.  This
agreement is subject to customary documentation.

George Economou, Chairman and Chief Executive Officer, commented:
"We are pleased to have reached an agreement with Commerzbank and
West LB.  We are now left with two facilities with aggregate
outstanding debt of $117.5 million, where waiver agreements are
close to finalization."

                      About DryShips Inc.

DryShips Inc. -- http://www.dryships.com/-- based in Athens,
Greece, is an owner and operator of drybulk carriers and offshore
oil deep water drilling that operate worldwide.  DryShips owns a
fleet of 41 drybulk carriers comprising 7 Capesize, 30 Panamax, 2
Supramax and 2 newbuilding Drybulk vessels with a combined
deadweight tonnage of over 3.7 million tons, 2 ultra deep water
semisubmersible drilling rigs and 4 ultra deep water newbuilding
drillships.  DryShips Inc.'s common stock is listed on the NASDAQ
Global Market where trades under the symbol "DRYS".


EAST AFRICA REINSURANCE: A.M. Best Assigns FSR of 'B'
-----------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B (Fair)
and issuer credit rating of "bb+" to East Africa Reinsurance
Company Limited (EARe) (Kenya).  The outlook for both ratings is
stable.

The ratings of EARe reflect its solid level of risk-adjusted
capitalisation and stable overall profitability.  Offsetting
factors are the company's vulnerable competitive market position,
restricted opportunities for growth and marginal underwriting
profitability.

In A.M. Best's opinion, EARe's current level of risk-adjusted
capitalisation is solid and benefits from a relatively good level
of capital and surplus.  The company's capital position has been
strengthened over the past three years through the full retention
of profits.  Although dividend payments are expected in future
years, A.M. Best anticipates that risk-adjusted capitalisation
will be maintained at a solid level in both 2009 and 2010.
Furthermore, EARe's capital position benefits from adequate
outwards reinsurance protection and a conservative investment
portfolio.

Although EARe has achieved a relatively stable return on equity
within the range of 7.4% and 10% between 2006 and 2008, profits
have been reliant on investment income.  Small underwriting
profits have been achieved in recent years; however, the company's
combined ratio has been above 100% in two of the past three years.

A.M. Best believes that EARe maintains a relatively weak
competitive position within both its domestic Kenyan reinsurance
market and overseas.  Alongside the legal cessions commanded by
several of EARe's rival reinsurers, price-based competition has
historically been a challenge and limited growth opportunities
exist.  Furthermore, A.M. Best considers that the company has a
moderately concentrated business profile, with a little over 40%
of premium income generated from its top five cedants.


EDGE PETROLEUM: Nasdaq Files Notice of Withdrawal of Securities
---------------------------------------------------------------
NASDAQ Stock Market LLC has filed with the Securities and Exchange
Commission on Form 25 a notification of Edge Petroleum
Corporation's voluntarily withdrawal of its common stock and
Series A cumulative convertible perpetual preferred stock from
listing and registration on the Exchange.

The Exchange has determined to remove from listing the common and
preferred stock of the Company, effective at the opening of the
trading session on November 16, 2009.

The Company did not appeal the Staff determination to the Hearings
Panel, and the Staff determination to delist the Company became
final on October 13, 2009.

The report was signed by Amy Horton, Esq., associate general
counsel of the Exchange.

A full-text copy of the regulatory report on Form 25 is available
for free at http://researcharchives.com/t/s?48bd

As reported in the Troubled Company Reporter on October 13, 2009,
based on a review of the information provided by the Company,
Nasdaq Staff determined that the Company no longer qualified for
listing on the Exchange pursuant to Listing Rules 5100, 5110(b),
and IM-5100-1.  The Company was notified of the Staff
determination on October 2, 2009.

According to the notice, the determination to delist the Company's
securities was based on (i) the announcement by the Company on
October 2, 2009, that it and each of its subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code and the associated public interest concerns
raised by such bankruptcy petitions; (ii) concerns regarding the
residual equity interest of the existing listed securities
holders; and (iii) concerns about the Company's ability to sustain
compliance with all requirements for continued listing on the
Exchange.

                       About Edge Petroleum

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

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

The Company has retained Akin Gump Strauss Hauer and Feld as legal
counsel, and Parkman Whaling LLC as financial advisor.  Kurtzman
Carson Consultants LLC serves as claims and notice agent.


ELECTROGLAS INC: Wants to File Plan of Liquidation Until March 8
----------------------------------------------------------------
Electroglas, Inc., and Electroglas International, Inc., ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive periods within which to file and solicit acceptances of
a plan of liquidation until March 8, 2010, and May 7, 2010.

The Debtors need additional time to review their remaining assets
and potential claims that will likely be asserted against the
estates to determine the structure of the eventual plan.

San Jose, California-based Electroglas, Inc., supplies
semiconductor manufacturing test equipment and software to the
global semiconductor industry, and have been in the semiconductor
equipment business for more than 40 years.  The Debtors' other
major source of revenue comes from their business of designing,
manufacturing, selling and supporting motion control systems for
advanced technologies.

The Company and Electroglas International, Inc., filed for Chapter
11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416).
David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper
Hamilton LLP represent the debtors in their restructuring efforts.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.  The Debtors listed total assets of
$19,625,000 and total debts of $31,542,000.


ENNIS HOMES: Hearing on Further Cash Collateral Use on Nov. 10
--------------------------------------------------------------
The Hon. Whitney Rimel of the U.S. Bankruptcy Court for the
Eastern District of California authorized, on an interim basis,
Ennis Homes, Inc., to:

   -- use cash collateral until Nov. 10, 2009; and

   -- grant adequate protection to its secured creditors.

The Debtors asked for permission to access cash collateral
amounting to $930,232 for the months of November and December
2009, and January 2010.

A final hearing on the Debtors' cash collateral motion will be
held on Nov. 10, 2009, at 2:30 p.m.

As reported in the Troubled Company Reporter on Oct. 21, 2009,
The Debtor requires use of cash collateral to continue selling
homes and closing escrows.  The Debtor said it is in the process
of negotiating a debtor-in-possession credit facility with one of
its largest secured creditor, Bank of America.

As adequate protection, Wells Fargo Bank, Valley Business Bank and
Tri-Counties Bank are granted replacement liens against all of the
Debtors' real property, other than the real property that is
subject to the existing liens of Wells Fargo Bank, and the liens
will be junior to all existing lienholders.

                       About Ennis Homes Inc.

Ennis Homes Inc. is a homebuilder in California.  Ennis Homes was
founded in 1979 by Ben Ennis and has become one of the largest
family owned homebuilders in the Central Valley,.  Son Brian Ennis
serves as President and daughter Pam Ennis acts as Vice President-
Marketing of the Company.

Ennis Homes Inc. filed for Chapter 11 on Feb. 3, 2009 (Bankr. E.D.
Calif. Case No. 09-10848).  Hagop T. Bedoyan, Esq., and Jacob L.
Eaton, Esq., represent the Debtor as counsel.  In its petition,
Ennis Homes listed between $100 million and $500 million each in
assets and debts.


E*TRADE FINANCIAL: DBRS Rates Issuer and Senior Debt at 'B'
-----------------------------------------------------------
DBRS has commented on the Q3 2009 earnings of E*TRADE Financial
Corporation (E*TRADE or the Company).  DBRS rates E*TRADE's Issuer
& Senior Debt at B (high) and Short-Term Instruments at R-4.  DBRS
also rates E*TRADE Bank (the Bank) at BB.  All ratings, except the
Short-Term Instruments of the Bank, have a Negative trend.  These
ratings are unchanged after the earnings release.

Driven primarily by a $773 million non-cash charge related to its
debt exchange, E*TRADE reported a net loss of $832 million in Q3
2009.  Excluding this one-time charge, the Company reduced its
quarterly net loss to $59 million compared to a net loss of
$143 million in the prior quarter and a net loss of $50 million in
Q3 3008.  While this quarter's loss was the Company's ninth
consecutive quarterly loss, E*TRADE's success in restructuring its
debt, bolstering its capitalization and preserving the strength of
its franchise are helping to cope with the still substantial
credit costs of its legacy loan portfolios.

The $773 million charge was mainly due to the significant increase
in the Company's stock price from when the deal terms were
announced until the closing of the debt exchange two months later,
reflected by a loss on the income statement but offset by an
increase to equity on the balance sheet through paid-in capital.
In the debt exchange, the Company exchanged all of its 8% Senior
Notes due 2011 and certain of its 12.5% Springing Lien Notes due
2017 (together, the Notes) for newly-issued zero coupon
Convertible Debentures due 2019.  This exchange more than halved
E*TRADE's annual corporate interest payments and extended the
Company's debt maturity profile considerably.

Despite the continued quarterly losses, DBRS sees the Company
having success with strengthening its franchise as evidenced by
its strong business performance.  The strength of the franchise
was illustrated by the solid business metrics in Q3 2009,
including daily average revenue trades (DARTS) of 196,413, up 7%
versus the year-ago quarter, growth in margin receivables and
increased average commission per trade.  E*TRADE added 14,000 net
new brokerage accounts in the quarter bringing the total to a
record 2.7 million.  Additionally, customer security holdings
increased by 17% and brokerage-related cash increased by 12% on a
linked quarter basis.

While the strength of the customer franchise is evident, credit
remains the key challenge.  As the Company struggles with the
credit costs of its legacy home equity and first mortgage loan
portfolios, there were more positive trends this quarter.  With
at-risk delinquencies declining and signs of moderating credit
deterioration, provisions decreased 14% quarter-over-quarter to
$347 million, but still remain elevated.  Per DBRS's calculations,
operating income before provisions and taxes (operating IBPT) was
$274 million for the quarter.  This covered 62% of the provision,
leaving an IBPT shortfall of $74 million, down from $112 million
in the prior quarter.

At-risk delinquencies (i.e. loans that are 30-179 days delinquent)
for one-to-four family loans declined 9% and at-risk delinquencies
for home equity loans fell 10% on a linked-quarter basis.  The
Company's loan modification program has been a contributor to the
decrease in at-risk delinquencies, with $540 million in loan
modifications completed to date, although the Company still
establishes reserves for these loans.  The Company continues to
reduce its balance sheet by running off its mortgage loan
portfolio, which declined by 17% from year-end 2008 to
$20.3 billion.

DBRS views recent steps taken by E*TRADE, including $765 million
in equity raised year-to-date and the $1.7 billion debt exchange
offer, as critical as the Company boosts capital and reduces
corporate interest expense.  The Negative trend indicates the
pressure on the Company's ratings, as it copes with negative
earnings, elevated credit costs, and maintaining sufficient
capitalization.  DBRS anticipates that the Company will not return
to profitability until 2010, though positive net earnings appear
more feasible as a result of the successful restructuring and
management's focus on the core franchise.


ERICKSON RETIREMENT: Parties Question Lien Priming Under DIP Loans
------------------------------------------------------------------
Erickson Retirement Communities LLC and its units aver that
postpetition financing is vital to their ability to operate their
businesses while in bankruptcy.  The Debtors insist that if they
are unable to properly finance their business, they risk being
forced to cease all operations.

To this end, the Debtors relate that they engaged in good faith
negotiations with their prepetition lenders and ERC Funding Co.
LLC, among others.  While the prepetition lenders refused to
extend liquidity support, ERC Funding has committed to extend a
revolver facility of up to $20 million to the Debtors, according
to Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas.

The Debtors are seeking the Court's permission to obtain financing
from ERC Funding on a senior secured superpriority
basis and accordingly, grant adequate protection to their
Prepetition Secured Lenders.

               Parties Question Lien Priming &
          Adequate Protection Under the DIP Facility

In separate filings, 10 parties expressed their opposition to the
Debtors' DIP Financing Motion.  They are:

  * PNC Bank, National Association,
  * HCP, Inc.,
  * Sovereign Bank,
  * Manufacturers and Traders Trust Company, aka M&T Bank,
  * Wilmington Trust FSB,
  * Bank of America, N.A.,
  * Capmark Finance, Inc.,
  * Wells Fargo Bank National Association,
  * Dallas County and Harris County, and
  * The Ziegler Companies, Inc.

A. PNC Bank

PNC Bank, as administrative agent for the Debtors' Secured
Lenders, complains that more than 90% of the proposed DIP
Facility is allocated to pay professional fees, inflated
marketing expenses, U.S. Trustee fees, and claims agent fees.
"They all have nothing to do with the preservation of the
enterprise value of the Debtors and are not necessary for the
maintenance of the facilities for the Erickson Retirement
residents," PNC Bank says.

On PNC Bank's behalf, Daniel I. Morenoff, Esq., at K&L Gates LLP,
in Dallas, Texas, contends that immediate need for the DIP
Facility is very little considering the Debtors' forecasted
borrowing of less than $200,000 for the next two weeks and a
$35 million of cash and liquid assets held by the Debtors.  He
argues that the financial terms of the DIP Facility are onerous.
For one, he notes, unlike the existing Senior Secured Project
Loans, which were made on a project-by-project basis, the DIP
Facility would be secured by virtually everything the Debtors
have to offer, including a first lien on sales proceeds, a
priming lien on the project level assets, Chapter 5 claims and
Initial Escrow Deposits.

More importantly, PNC Bank insists that the Debtors have not made
a good faith effort to obtain financing on other or better terms
than the proposed DIP Facility.  PNC Bank discloses that it is
offering DIP financing at the project level on much more
favorable terms than those proposed by ERC Funding Co, LLC.

PNC Bank further alleges that John C. Erickson and his wife,
Nancy Erickson, as owners of Erickson Retirement Communities,
LLC, would receive a 10% equity ownership interest in at least
two of the Redwood Purchasers, which are affiliates of ERC
Funding.  Thus, the Court should consider the proposed DIP with
heightened scrutiny, Mr. Morenoff argues.

PNC Bank identified Sean W. Schroeder, the bank's assistant vice
president, as a potential witness for the interim hearing on the
DIP Financing Motion.

HCP, Inc., joins in PNC Bank's objection.  HCP holds significant
secured debt interests on three of the Debtors' properties:
Eagle's Trace, Inc., Fox Run, Inc., and Ann's Choice, Inc.  HCP
objects on the issue of cross-collateralization.  HCP insists
that the Debtors should not be permitted to obtain DIP financing
on currently profitable properties in which HCP holds secured
interests in order to reorganize their less profitable
properties.

B. Sovereign Bank

Sovereign Bank, as agent to commercial lenders providing letters
of credit backing project bonds issued by certain Not-for-Profit
Organizations, objects to the Debtors' effort to fund their
reorganization efforts with the assets of the Non-Debtor
Affiliates by designating those Non-Debtor Affiliates as
Borrowers under the DIP Facility especially on a joint and
several basis.  Sovereign Bank also objects to Redwood's effort
to use Sovereign's collateral to finance the acquisition of the
Debtors' assets.  "What the Debtors, Redwood and the DIP Lenders
are asking the Court to do is to ignore the independence of the
Non-Debtor Affiliates and to read any limitations on the
borrowing and security provisions of Sections 364(e) and (d) of
the Bankruptcy Code," Sovereign contends.

In this light, Sovereign Bank asks the Court to deny the DIP
Financing Motion unless the Non-Debtor Affiliates and their
assets are removed from the DIP Facility.

C. M&T Bank

M&T Bank, as collateral and administrative agent under a Building
Loan Agreement between the Debtors and Wilmington Trust FSB,
complains that the DIP Financing Motion does not provide for
adequate protection of its interests in the collateral as
required by Section 364.

M&T Bank also asserts that it is not a Prepetition Senior Lender
as defined under the DIP Financing Motion.  M&T Bank thus insists
that the preservation of the cash and cash equivalents for the
Corporate Revolver Lenders and any alleged protections offered to
the Debtor Landowners' senior secured lenders are immaterial to
it.  Nevertheless, M&T Bank notes that the Corporate Revolver
Lenders and the Debtor Landowners' senior secured lenders are not
the only creditors holding senior secured liens on certain of the
Debtors' assets.

M&T Bank further argues that the DIP Facility is inequitable
because the Debtors are seeking to encumber its Collateral
without receiving any benefit from the proposed financing.  M&T
Bank also points out that the DIP Financing Motion fails to
provide the documentation necessary to facilitate M&T Bank's
review pursuant to the Federal Rules of Bankruptcy Procedure.

D. Wilmington Trust

As successor administrative agent to PNC Bank, N.A., on behalf of
the revolver lenders under a July 27, 2007 Credit Agreement,
Wilmington Trust asserts that the only adequate protection the
Debtors propose for the Revolver Lenders is preservation of the
value of the cash collateral.  "That proposed adequate protection
is insufficient and does not even address the adequate protection
needed to protect the Revolver Lenders' security interests in
non-cash Collateral," Wilmington Trust argues.

Wilmington Trust thus asks the Court to deny the Debtors' request
to grant ERC Funding a priming lien or superpriority claim under
Section 364, and that any order with respect to the DIP Financing
include protections to the Revolver Lenders.

E. BofA

Bank of America, as administrative agent for Debtor Dallas Campus
LP's senior secured prepetition revolving lenders, complain that
the Dallas Campus Revolving Lenders are not adequately protected
by the preservation of the enterprise value of the Debtors,
jointly and severally.  BofA asserts that aside from not
proposing any other form of adequate protection for the Dallas
Campus Revolving Lenders, the Debtors ignore, among others:

  (i) that should the Court grant the DIP Financing Motion, the
      Dallas Campus Revolving Lenders' liens against Dallas
      Campus' Initial Entrance Deposits, the primary source of
      repayment of the Dallas Campus Prepetition Revolving
      Obligations, will be subordinated and the Dallas Campus
      Revolving Lenders' repayment rights will be fundamentally
      altered;

(ii) the nature of the Dallas Campus Revolver Collateral, in
      particular the Initial Entrance Deposits and the risks to
      the Dallas Campus Revolving Lenders of diminution of that
      collateral's value; and

(iii) the importance of the continued satisfaction by Highland
      Springs, Inc., of its obligations to Dallas Campus under
      prepetition NFP documents.  Highland Springs operates the
      Dallas CCRC.

F. Capmark Finance

Capmark Finance, as administrative agent for Debtor Littleton
Campus, LLC's senior secured prepetition revolving lenders,
contends that:

  -- the Debtors failed to justify the priming of the liens held
     by Capmark Finance without offering any adequate protection
     in return;

  -- there is no consideration flowing to the Littleton Campus
     justifying an obligation of $20 million based on the
     receipt of debt financing of $1.9 million; and

  -- the Debtors failed to provide any basis for incurring the
     significant costs and expenses of the proposed DIP Facility
     while leaving their substantial cash untouched.

Capmark Finance adds that ERC Funding is related to Redwood, the
stalking horse bidder of the Debtors' assets.  Capmark Finance
thus argues that the terms dictated by the stalking horse in
connection with the DIP Facility are designated to establish an
uneven playing field for the benefit of Redwood.

G. Wells Fargo

In a joint filing, Wells Fargo, as indenture trustee for a
$178,745,000 Illinois Finance Authority Revenue Bonds Monarch
Landing, Inc. Facility Series 2007A and Series 2007B, and M&T
Bank, as indenture trustee for the Ann's Choice, Inc. Facility,
the Linden Ponds, Inc. Facility and the Sedgebrook, Inc. Facility
Bonds, stress that the DIP Financing Motion attempts to saddle
the borrowers, including non-debtors, with joint and several
obligations despite the Debtors' failure to make any showing
that:

  -- the proposed financing will benefit those parties in any
     Way;

  -- the proposed financing is an actual and necessary costs of
     preserving assets of each borrower that is also a Debtor;

  -- the obligations are in the best interest of creditors of
     each borrower; or

  -- the obligated borrowers are receiving any part of the DIP
     Facility proceeds.

The DIP Financing Motion also attempts to obtain fees that are
disproportionate in light of the consideration and fees the DIP
Lender is already seeking with its agreement to act as a stalking
horse for the Debtors' assets, BofA and M&T Bank argue.

H. Dallas County and Harris County

As collectors of the Debtors' ad valorem property taxes, the
Dallas County and Harris County Tax Authorities ask the Court to
make sure that any order approving the DIP Financing Motion
provide that:

  (i) the Tax Authorities' liens that secure prepetition and
      postpetition ad valorem property taxes and their right to
      payment of those taxes are not primed by adequate
      protection liens granted to the DIP Lender or by the
      superpriority claim of the DIP Lender; and

(ii) the Tax Authorities must receive payment in full of their
      prepetition and postpetition claims from the proceeds of
      their collateral before any creditor junior to them
      receives these proceeds or claim payment.

I. Ziegler Companies

A holder of a Subordinated Taxable Adjustable Mezzanine Put
Securities Series 2007 issued by The Bank of New York as trustee
and Erickson Retirement Communities, LLC, Ziegler complains that
it is difficult to ascertain how it will be affected by the DIP
Financing Motion and what the DIP Motion effect will be on
unsecured creditors.  This lack of clarity is compounded by the
Debtors' request for an expedited hearing prior to the
appointment of a creditors' committee, Ziegler points out.
Ziegler insists that the Creditors Committee's role of protecting
unsecured creditors serves to balance the interests of the
Debtors with those of their creditors.  Accordingly, Ziegler asks
the Court to withhold entry of a final order with respect to the
DIP Financing Motion until the playing field is leveled by the
Creditors' Committee.

For their part, Oak Crest Village, Inc., Greenspring Village,
Inc., Riderwood Village, Inc., Brooksby Village, Inc., Seabrook
Village, Inc., Cedar Crest Village, Inc., Ann's Choice, Inc.,
Maris Grove, Inc., Fox Run, Inc., Wind Crest, Inc., Ashby Ponds,
Inc., Highland Springs, Inc., Eagle's Trace, Inc., Linden Ponds,
Inc., Sedgebrook, Inc., Monarch Landing, Inc. and Tallgrass
Creek, Inc., all NSC Not-for-Profit Organizations, believe that
obtaining a DIP financing facility of substantial size is an
important step for the Debtors to accomplish in moving their
bankruptcy cases forward.  The NSC NFPs further note that a DIP
financing will also reassure them and the residents that the
Debtors have sufficient capital to complete an orderly sale
process.

Martin T. Fletcher, Esq., at Whiteford Taylor and Preston,
L.L.P., in Baltimore, Maryland, the NSC NFPs' counsel, says that
the NSC NFPs have voiced these clarifications to the Debtors to
protect the rights and interests of the NSC NFPs and their
residents, including the right to:

   (i) assurance that the purchase services true-up of
       nearly $4 million in 2009 for services to the NSC NFPs
       will be returned either under the DIP Facility or at
       closing of a sale;

  (ii) assurance that the prepetition and postpetition
       restructuring costs inflicted on the NSC NFPs as a result
       of the Debtors' bankruptcy will be fully reimbursed
       either under the DIP Facility or at closing of a sale;

(iii) escrowing sufficient funds to insure that the $900,000
       medicare billing dispute will be fully corrected when a
       final reconciliation is achieved; and

  (iv) inclusion of the broad protective language reserving all
       rights of the NSC NFPs and their residents as was done in
       the cash collateral order.

The NSC NFPs emphasize that there should be no gap in the
Debtors' liquidity that in any way threatens a disruption of
service to the residents.

              Debtors Modify Certain DIP Facility Terms
                 to Accommodate Issues Raised

On behalf of the Debtors, Vincent P. Slusher, Esq., at DLA Piper
LLP, in Dallas, Texas, relates that subject to final review by
all parties, the Debtors have agreed, and Redwood has consented,
to modify the terms of the DIP Facility.  Among others:

  1. Redwood has agreed to provide for marshalling provisions in
     Final DIP Facility so that corporate borrowings would be
     repaid from corporate cash and project borrowings would be
     repaid with project level Initial Entrance Deposits.
     Shortfalls, if any, would be covered by corporate cash
     before the joint and several enforcement provisions would
     take effect.  The Debtors will explore with the corporate
     and project lenders how acceptable this marshalling
     provision would be and may incorporate it into the Final
     DIP Facility;

  2. The fees sought to be paid as part of the Interim DIP
     Facility are capped at $150,000 and all other fees will be
     subject to the Final DIP Facility court approval;

  3. The DIP Lender can be compelled to accept payment in cash
     at any time without prepayment penalty, and the Debtors are
     committed to retiring the DIP Facility from net proceeds
     upon an asset sale or a confirmed plan;

  4. Redwood will waive its 110% credit bid right if it will
     only have a credit bid for the outstanding amount of the
     DIP loan as of the auction;

  5. The project lenders will be granted a lien on the sale
     proceeds of a sale or plan transaction to the extent of any
     diminution in value of their collateral; and

  6. No DIP Facility proceeds will be used by the non-Debtor
     Landowners at Linden Ponds, Sedgebrook and Monarch Landing.

With the exception of PNC Bank's objection, the Debtors believe
that these modifications resolve majority of the concerns raised
in the DIP Motion Objections.  The Debtors are still conferring
with the DIP Lender and other parties-in-interest with respect to
the proposed changes.

With respect to PNC Bank's objection, Mr. Slusher asserts that
the corporate and project level lenders have been directly
involved in the financing process for several months.  He
discloses that the corporate and project level lenders have met
with Redwood at different instances to discuss the sale
transaction and were offered the opportunity to provide
additional lending several times.  The Debtors' proposal,
however, were rejected by the lenders, he avers.  "Now, desperate
to attack the proposed DIP financing, PNC asserts that it is
interested in providing DIP loans on its projects," Mr. Slusher
says.  The Debtors maintain that they made a reasonable business
judgment based on their knowledge of their business operations in
determining the amount of funds necessary for the administration
of their Chapter 11 cases.

The funds that the Debtors seek use under their Cash Collateral
Motion and DIP Financing Motion will increase the value of the
underlying collateral to a far greater extent than the amount of
the DIP Facility, Mr. Slusher insists.  In this light, the
Debtors' prepetition lenders will be adequately protected from
the risk of diminution in value stemming from the lien provided
to the DIP Lenders, if any, he elaborates.  In the alternative,
the Debtors face the prospect of a liquidation that would provide
little to no return to PNC Bank, Mr. Slusher maintains.

Thus, the Debtors reiterate their request for interim Court
approval of the DIP Facility.  They also urge the Court to
overrule the DIP Motion objections.

Mr. Slusher filed with the Court on October 28, 2009, an attorney
checklist concerning the DIP Financing Motion.

Judge Jernigan has set a further hearing on December 4, 2009, to
consider interim approval of the DIP Motion.  An interim hearing
was previously set for October 29, 2009.  Objections are due no
later than November 30.

                      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: Parties Object to Cash Collateral Use
----------------------------------------------------------
Erickson Retirement Communities LLC seeks the Court's permission
to access its lenders' cash collateral.  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 LP, designated as the "Debtor
Landowners," also seek the Court's permission to access their cash
collateral.

The Debtors assert that they need cash on hand and cash flow to
fund their operations, payroll obligations and other routine
payables.  The Debtors also relate that they need cash to fund
their Chapter 11 cases.

The Debtors further relate that they are in the process of
negotiating a postpetition financing.  They expect that financing
to be in place in two weeks' time.  Thus, they only need the use
of Cash Collateral to operate for two weeks.

In separate filings, Manufacturers and Traders Trust Company,
also known as M&T Bank; Wilmington Trust FSB; Dallas County and
Harris County; and The Ziegler Companies, Inc., object to the
Debtors' Cash Collateral Motions.

M&T Bank as collateral and administrative agent under a Building
Loan Agreement between the Debtors and Wilmington Trust, FSB,
complains that the Cash Collateral Motions do not even address
its adequate protection.  Instead, M&T Bank contends, the Cash
Collateral Motions only purport to provide adequate protection to
the "Prepetition Senior Lenders," a group which M&T Bank is not
affiliated with.  Against this backdrop, the Debtors have failed
to meet their burden under Section 363 of the Bankruptcy Code,
and the Cash Collateral Motion should be denied, M&T Bank
asserts.

On the other hand, Wilmington Trust, as successor administrative
agent to PNC Bank, N.A., on behalf of the revolver lenders under
a July 27, 2007 Credit Agreement, asks the Court to:

  -- prohibit the Debtors from any use of the Cash Collateral
     beyond the time granted in the Interim Cash Collateral
     Order dated October 21, 2009;

  -- prohibit any surcharge of the Cash Collateral that does not
     meet the standard required under Section 506(c) of the
     Bankruptcy Code; and

  -- direct Erickson Retirement Communities to segregate and
     account for any Cash Collateral in its possession, custody
     or control.

For its part, Ziegler objects to the Cash Collateral Motions
based on the inadequacy of the carve-outs from the cash
collateral for fees of estate professionals, which are to be
listed on the budgets appended to the interim orders, but are
seemingly listed as $0 on the budgets without an amount in
contingency upon a trigger event of a carve-out.

Dallas County and Harris County, as collectors of the Debtors' ad
valorem property taxes, assert that the Court should not grant
liens which prime their ad valorem tax liens without a proper
demonstration in the record of the Debtors' Chapter 11 cases that
the ad valorem tax liens are in no way harmed and are adequately
protected pursuant to Section 364(d).

The Debtors countered, asking the Court to overrule the objections
raised against their Cash Collateral Motions.  On behalf of the
Debtors, Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas,
Texas, asserts that the Debtors' use of the Cash Collateral will
increase the value of the underlying collateral to a far greater
extent than the amount of the DIP Facility.  Under that
circumstance, the Debtors' prepetition lenders will be
adequately protected from the risk of diminution in value
stemming from the lien provided to the DIP Lender, if any, he
insists.  On the contrary, Mr. Slusher notes, the Debtors might
face a liquidation if they are not able to access the Cash
Collateral and that scenario will provide little to no return to
the prepetition secured lenders.

Judge Jernigan will convene a final hearing on the Cash
Collateral Motions on November 18, 2009.  Objections are due no
later than November 16.

                      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: Redwood-Led Auction Draws Objections
---------------------------------------------------------
Erickson Retirement Communities LLC and its units seek the Court's
permission to enter into a master sale and purchase agreement with
Redwood-ERC Senior Living Holdings, LLC, Redwood-ERC Management,
LLC, Redwood-ERC Development, LLC, Redwood-ERC Properties, LLC and
Redwood-ERC Kansas, LLC, which contemplates the sale of
substantially all of their assets for $100 million, subject to
higher bids.

On October 19, 2009, the Debtors and Redwood Purchasers entered
into a Master Purchase and Sale Agreement contemplating the sale
of substantially all of the Debtors' assets to Redwood, free and
clear of all liens.  Redwood would purchase substantially all of
the Debtors' assets in exchange for consideration of payment of
$100,000,000, assumption of campus-level debt of $500 million, and
commitment of $50 million in new capital.

The Debtors intend to continue to market the Debtors' assets
postpetition to determine if a higher and better offer may be
obtained.  The Debtors ask the Court to schedule an auction and
approve a deadline for rival bids.

Several parties, which include PNC Bank and Bank of America,
filed their objections on the Debtors' Sale Motion to the Court.

A. PNC Bank, National Association

  PNC Bank contends that the bidding procedures proposed by
  the Debtors will not accomplish the sale of the Debtors'
  assets in a fair and unbiased manner.  Instead, the bidding
  procedures are designed to ensure that Redwood Capital
  Investment LLC, the proposed stalking horse bidder, acquire
  the assets on terms favorable to Redwood and unfavorable to
  all other interested parties, Daniel I. Morenoff, Esq., at K&L
  Gates LLP, in Dallas, Texas, argues.

  According to Mr. Morenoff, an undisclosed relationship exists
  among the owner of the Debtors and Redwood, which relationship
  should be disclosed if fairness in substance is to be part of
  the proposed sale process.  He says marketing efforts made by
  the Debtors have been anemic, designed more to minimize than
  to maximize the value of the Debtors' assets.  The Master
  Purchase and Sale Agreement, he adds, dictates a plan of
  reorganization that would violate the provisions of Section
  1129 of the Bankruptcy Code.  The bidding procedures are
  designed to chill bidding and not to preserve the right of
  secured creditors to credit bid, Mr. Morenoff insists.

  Against this backdrop, PNC Bank asks the Court to deny the
  Sale Motion or, in the alternative, approve modifications to
  the bidding procedures.  PNC Bank proposes, among others, that
  bidders need more than 20 days from the date they receive the
  details of the Redwood proposal to submit a competitive bid.
  Bidders should be given a minimum of 45 days from the date of
  receipt of the complete Redwood proposal to submit their final
  bids.  Moreover, PNC Bank asserts that the best way to give
  bidders assurance of a fair auction is for the Court to
  conduct the auction -- and not the Debtors.

  In another filing, HCP Inc., as holder of significant secured
  debt interests on the Debtors' properties at Eagle's Trace,
  Fox Run and Ann's Choice, joins in PNC Bank's objection.

B. Bank of America, N.A.

  BofA, as administrative agent for Debtor Dallas Campus, LP,
  senior secured prepetition revolving lenders, opposes the
  proposed bid procedures for these reasons:

  (1) They include a limitation or elimination of, or extra
      statutory conditions upon the exercise of, BofA's rights
      under Section 363(k) of the Bankruptcy Code or Section
      1129(b)(2)(A)(ii) to credit bid the claims of the Dallas
      Campus Revolving Lenders; and

  (2) They include provisions that purport to treat any bidder
      differently than any other bidder with respect to the
      consents that any bidder must obtain to be a Qualified
      Bidder; or the status and obligations of any Bidder
      designated as a Next Best Bidder.

C. Manufacturers and Traders Trust Company, aka M&T Bank

  M&T Bank, as collateral and administrative agent under a
  Building Loan Agreement with the Debtors, alleges that the
  Debtors' attempt to obtain expedited approval of the proposed
  Bidding Procedures is inappropriate because the ultra-
  aggressive timeline contained in the Bidding Procedures,
  combined with the onerous priming provisions of the proposed
  DIP Financing and linkage of the maturity of the DIP Facility
  to Redwood's selection as the successful bidder, will ensure a
  virtual lock-up of the outcome of the Debtors' bankruptcy
  cases for the benefit of Redwood within only 10 days after the
  Petition Date.

  To the extent the Sale Motion is granted, M&T Bank asks the
  Court to prohibit Redwood to enforce its rights and remedies
  under the Master Purchase and Sale Agreement, with the
  exception of the break-up fees, expense reimbursement, and
  overbid protections, unless it is selected as the successful
  bidder and the sale to Redwood is approved by a further Court
  order, subject to M&T Bank's right to object.

  M&T Bank adds that any proposed lease by Redwood of any
  portion of a property at 5525 Research Park Drive, in
  Baltimore, Maryland 21228 should be subject to M&T Bank's
  rights under the Building Loan Agreement, Deed of Trust, and
  related governing loan documents.

D. Capmark Finance, Inc.

  Capmark Finance, as administrative and collateral agent for
  lenders to Debtor Littleton Campus, LLC, alleges that through
  the bidding procedures, the Debtors are seeking to strip the
  credit bid rights of the senior secured creditors.  Thus, to
  preserve their right to credit bid, secured creditors must be
  deemed Qualified Bidders under the bidding procedures, Capmark
  Finance proposes.  In addition, Capmark Finance asserts that
  the bidding procedures impair the right of the secured
  creditor to credit bid and should not be made applicable to
  secured creditors:

  Thus, Capmark urges the Court to modify the bidding procedures
  to eliminate the applicability of these provisions to secured
  creditors exercising their right to credit bid:

    (1) a $5 million cash deposit;

    (2) a consent requirement;

    (3) the requirement for written representations concerning
        availability of cash or financing, financial wherewithal
        and ability to close;

    (4) the requirement for submission of a Qualified Bid; and

    (5) the overbid requirements.

E. Wilmington Trust FSB

  Wilmington Trust as successor administrative agent to PNC Bank
  under a July 27, 2007 Credit Agreement, asks the Court to
  extend the marketing and bidding process to 20 days after the
  filing of the Debtors' plan of reorganization and disclosure
  statement.  Wilmington Trust believes that an unsecured
  creditors committee will provide a meaningful input.  "Where
  a sale of substantially all of the Debtors' assets is
  contemplated, it is important that the Creditors' Committee be
  fully involved," Wilmington Trust stays.

  More importantly, Wilmington Trust points out, the proposed
  shortened deadlines seriously threaten the transparency of the
  sale process as well as the ability to ensure a meaningful
  auction process.

F. Wells Fargo Bank National Association

  Wells Fargo and Manufacturers and Traders Trust Company
  jointly allege that the Sale motion is not consistent with the
  Debtors' obligations to maximize value of their assets because
  it seeks to implement a sale process that includes:

    -- an attempt to implement an extremely aggressive schedule
       for a sale process despite failing to make material terms
       of the stalking horse bid public;

    -- an attempt to implement an extremely aggressive schedule
       for a sale process that may not be reasonable given the
       potential complexity of any sale in the Debtors' Chapter
       11 cases;

    -- a failure to provide a meaningful opportunity for parties
       to bid on specific retirement campuses or other discrete
       assets;

    -- a failure to provide a clear description of the assets
       that are being offered for sale; and

    -- a failure to provide a clear statement regarding the
       treatment the Debtors are proposing to provide to non-
       debtor parties to assigned executory contracts, unexpired
       leases, and related interests.

G. Braun Construction Group, Inc.

  For its part, Braun Construction insists that because the Sale
  Motion seeks that any sale be approved through a plan process,
  there is no need to rush the Sale motion before any creditors
  committee has been appointed.  Braun thus asked the Court to
  delay any order on the Sale Motion for seven days.  As of
  press time, a creditors committee has just been formed
  November 2, 2009.

H. The Ziegler Companies, Inc.

  Ziegler contends that the Debtors are seeking approval of a
  sale as part of a Chapter 11 plan, however, no disclosure
  statement or plan on file with the Court.  Without a
  proposed disclosure statement and plan, Ziegler asserts that
  it will be at a loss to understand the Debtors' intentions
  with regard to the Subordinated Taxable Adjustable
  Mezzanine Put Securities Series 2007 or STAMPS, and how the
  proposed restructuring of campus-level debt will affect
  Ziegler and the proposed sale.  Thus, Ziegler seeks that no
  order approving the Sale Motion be entered until a disclosure
  statement and plan are filed, including a reasonable
  opportunity for interested parties to object.

In a statement, NSC Non-for-Profit Organizations -- Oak Crest
Village, Inc., Greenspring Village, Inc., Riderwood Village,
Inc., Brooksby Village, Inc., Seabrook Village, Inc., Cedar Crest
Village, Inc., Ann's Choice, Inc., Maris Grove, Inc., Fox Run,
Inc., Wind Crest, Inc., Ashby Ponds, Inc., Highland Springs,
Inc., Eagle's Trace, Inc., Linden Ponds, Inc., Sedgebrook, Inc.,
Monarch Landing, Inc. and Tallgrass Creek, Inc., -- note that the
only way the Debtors can reorganize is to find a buyer with
sufficient industry experience and capital to revitalize their
operations.  In connection with this, Martin T. Fletcher, Esq.,
at Whiteford Taylor and Preston, L.L.P., in Baltimore, Maryland,
cites that the cost of curing the defaults by the Debtors under
their agreements with the NSC NFPs is so great that no buyer
might be willing to undertake that expense.  Thus, the only way a
buyer is willing to acquire substantially all the assets of the
Debtors is if the NSC NFPs are willing to enter into new third
party contracts for long term management with the acquirer, he
points out.

With respect to the Sale Motion, the NSC NFPs believe that while
it provides a good faith starting point for the parties to work
together to formulate a fair and thorough process in the case, it
could be significantly improved by addressing a number of the
objections and suggestions made by certain parties, which include
Wells Fargo Bank and Wilmington Trust.

Moreover, the NSC NFPs ask the Court extend the Bid Deadline for
a short additional period of time to permit all bidders an
opportunity to conduct due diligence and negotiate with the
lenders, and to provide the NSC NFPs with sufficient time to
determine which bidder's proposal best meets the needs of their
23,000 senior residents.

              Debtors Make Changes to Bid Procedures

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
tells the Court that subject to a final review by all parties,
the Debtors have agreed, and Redwood has consented, to modify the
terms of the Bid Procedures.  Among the modifications are:

(1) The Debtors will accept bids for individual parcels of land
     and pull assets and aggregate bids to determine the best
     or highest, bid;

(2) Any Successful Bidder, including Redwood, must obtain the
     required consents from the NFPs, the resident committees,
     and the requisite prepetition lenders on or before two days
     prior to the auction;

(3) Redwood's credit bid right will be $1.5 million as opposed
     to the $3.5 million originally set forth in the Bid
     Procedures;

(4) The Debtors will remove the provisions in the Bidding
     Procedures, which relate to the "Next Best Bidder," and
     competing bidders will not be required to agree to keep
     their bids open until the "Successful Bid" has been
     determined;

(5) The Debtors and Redwood propose that the non-solicitation
     provisions in the Master Purchase and Sale Agreement will
     terminate upon the filing of the Sale Motion;

(6) Any deposits from competing bidders will be 5% of the
     Purchase Price and will not to exceed $5 million;

(7) The Debtors propose that the MPSA be revised to provide for
     an exception for the debtor-in-possession loan;

(8) The Debtors propose that any lease of UMBC building be
     subject to existing mortgage liens; and

(9) The MPSA will not be unenforceable by Redwood unless
     Redwood is the Successful Bidder.

Mr. Slusher says that these modifications address the primary
concerns raised in the objections to the Sale Motion.   In
addition, he avers that the Debtors pleadings as well as the
testimony at the hearing on the Sale Motion will demonstrate that
the Debtors:

    (i) extensively marketed the property both before and after
        negotiation of the proposed sale;

   (ii) provided all of their qualified prepetition lenders with
        the opportunity to be the plan sponsors and/or DIP
        lenders; and

  (iii) have proposed Bid Procedures that, despite these
        extensive efforts, will provide ample opportunity for
        alternative buyers or sources of funding.

Accordingly, the Debtors ask the Court to approve the Sale Motion
and overrule the Objections.

Judge Jernigan previously scheduled a hearing to consider the
Sale Motion on October 29, 2009.  No order from the Bankruptcy
Court has been issued as of press time.

                      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: U.S. Trustee Names 5 to Creditors Committee
----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, William T.
Neary, the United States Trustee for Region 6, appointed five
creditors to serve as members of the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Erickson
Retirement Communities, LLC, and its 15 debtor-affiliates:

   (1) BNY Mellon Corporate Trust
       Default Administration Group
       Attn: Gary S. Bush
       101 Barclay Street, 8W Floor
       New York, NY 10286
       Tel: (212) 815-2747
       Fax: (732) 667-4734
       gary.bush@bny.mellon.com

   (2) W.H. Boyer
       Attn: Evan S. Diamond
       2945 Route 97
       Glenwood, MA 21738
       Tel: (410) 442-2100
       Fax: (410) 442-2036
       ediamond@whboyer.com

   (3) Regional Construction Resources, Inc.
       Attn: Sergio Luciani
       15460 Pin Oak Drive
       Conroe, TX 77384
       Tel: (713) 789-5131
       Fax: (713) 789-5575

   (4) Northwest Electric, Inc.
       Attn: Stephen W. Porter
       12442 Owings Mills Blvd.
       P.O. Box 37
       Reiterstown, MA 21136
       Tel: (410) 526-4555
       Fax: (410) 526-4554
       nweelec@aol.com

   (5) Windsor OH Holdings, LLC
       Attn: Matthew G. Summers
       7312 Parkway Drive
       Hanover, MA 21076
       Tel: (410) 579-4896
       Fax: (410) 579-4890
       lhowe@windsorhee.com

The U.S. Trustee convened an organizational meeting last Nov. 2,
2009, for the formation of the Creditors Committee at Earle Cabell
Federal Building Room 752 at 1100 Commerce Street, in Dallas,
Texas

                      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)


FAIRPOINT COMMS: Bank Debt Trades at 20.4% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 79.56 cents-on-the-dollar during the week ended Friday, Nov. 6,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.34 percentage points from the previous week, The Journal
relates.  The debt matures on March 21, 2015.  The Company pays
275 basis points above LIBOR to borrow under the loan facility.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a default rating, on the bank debt.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Nov. 6, among the 172
loans with five or more bids.

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

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

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

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

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


FAIRPOINT COMMS: New Hampshire Seeks to Intervene in Bankr. Case
----------------------------------------------------------------
The state of New Hampshire is taking an active role in the Chapter
11 cases of FairPoint Communications Inc. and its affiliates.  New
Hampshire Governor John Lynch said the state will be seeking to
intervene in the cases to be able to protect the interests of the
state's business, according to seacoastonline.com.

"For FairPoint to restructure as a viable company, it must make
improving customer services and meeting its commitments to expand
broadband its first priorities," Gov. Lynch was quoted by
seacoastonline as saying.  "We will carefully review the proposed
agreements to make sure the interests of New Hampshire consumers
and workers are protected and represented in these proceedings,"
Gov. Lynch added.

For its part, FairPoint maintains that it will be business as
usual for their daily operations and those operations will not be
affected by the reorganization proceedings.  A Company
spokesperson said there are still some things to be worked on but
they don't expect a migration of clients to competitor entities.

FairPoint, seacoastonline.com added, is also in talks with two
unions for consensual resolutions of their issues, as noted by
the Company's spokesperson.

                  About FairPoint Communications

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

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

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

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

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


FAIRPOINT COMMS: Proposes Stock Transfer Procedures
---------------------------------------------------
George Harrison, a tax partner at Ernst & Young LLP, the Debtors'
auditors, relates that the Debtors incurred significant net
operating losses or NOLs, which may have substantial future value
to their stakeholders.  In relation to this, the Debtors want to
resolve unrestricted trading of their equity securities that
could limit or eliminate their ability to use the NOLs.

Under Section 382 of the Internal Revenue Code of 1986, as
amended, the Debtors' ability to use their NOLs as well as
certain other tax credits are currently limited and could
potentially be limited further if and when the Debtors undergo an
"ownership change" for purposes of Section 382, according to Luc
A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in
New York.

Generally under Section 382 of the IRC, a corporation that
undergoes an "ownership change" is subject to an annual
limitation on its ability to utilize its NOLs and other tax
attributes.  The amount of that such annual limitation generally
equals the equity value of the corporation multiplied by the
applicable federal rate, a rate published monthly by the IRS
intended to be generally equivalent to a risk-free, long-term
tax-exempt bond rate.  The annual limitation so determined may be
increased by the amount of recognized built-in gain during the
five years subsequent to the ownership change, to the extent the
corporation has net unrealized built-in gain at the time of the
ownership change.  For purposes of Section 382, an ownership
change occurs when the corporation's cumulative owner shift
equals fifty percentage points or more.  The cumulative owner
shift is the increase in the percentage of the corporation's
common stock owned by "5-percent shareholders" over a rolling
three-year period.

In the Debtors' case, they have already experienced an ownership
change.  In March 2008, FairPoint Communications Inc. completed
the acquisition from Verizon Communications, Inc. of its wire-
line operations in the Northern New England region.  As a result,
FairPoint experienced a section 382 ownership change and certain
of its NOLs are therefore already capped.

Because FairPoint expects to report a taxable loss for the
year ended December 31, 2009, it estimates that as of Dec. 31,
2009, it will have a total NOL carryover of approximately $520
million and currently usable NOLs of about $349 million.  Based
upon current federal income tax rates, the estimated currently
useable NOL carryover could provide future federal cash tax
savings of approximately $122 million, Mr. Despins notes.

"Unrestricted trading of common stock in FairPoint Communications
could adversely affect FairPoint's NOLs if (a) too many 5% or
greater blocks of common stock are created, or (b) too many
shares are added to or sold from such blocks such that, together
with previous trading by 5% shareholders or 'Substantial
Shareholders' during the preceding three-year period, an
ownership change is triggered prior to emergence from the chapter
11 cases and outside the context of a confirmed chapter 11 plan
or a 'Pre-Effective Date Ownership Change,'" Mr. Despins says.

Accordingly, at the Debtors' behest, Judge Lifland approved, on
an interim basis, uniform notification and hearing procedures
that must be satisfied before certain transfers of existing
common stock of FairPoint Communications Inc. or of any
beneficial interest are deemed effective.

The notice requirement applies only to holders who hold, or seek
to hold, more than 4 million shares of FairPoint Communications'
common stock.  Mr. Despins notes that as of September 30, 2009,
there were only two holders of more than 4 million shares of
FairPoint Common Stock.

The procedures for monitoring the trading of Common Stock are:

  a. Any entity who currently is or becomes a Substantial
     Shareholder must file with the Court, and serve upon
     counsel to the Debtors, a declaration of that status, on or
     before the later of (i) 20 days after the date of the
     Notice of Order, or (ii) 10 days after becoming a
     Substantial Shareholder.

  b. Before effectuating any Pre-Effective Date transfer of
     Common Stock that would result in an increase or decrease
     in the amount of Common Stock of which a Substantial
     Shareholder has Beneficial Ownership or would result in an
     entity becoming a Substantial Shareholder or an entity
     ceasing to be a Substantial Shareholder, that Substantial
     Shareholder or entity must file with the Court, and serve
     on the Debtors' counsel, an advance written declaration of
     the intended transfer of Common Stock.

  c. The Debtors will have 15 calendar days after receipt of a
     Declaration of Proposed Transfer to file with the Court and
     serve on that Substantial Shareholder an objection to any
     proposed Pre-Effective Date transfer of Common Stock on the
     basis that the transfer is reasonably likely to result in a
     Pre-Effective Date Ownership Change.

     If the Debtors filed such an objection, the transaction
     would not be effective unless and until the objection is
     withdrawn by the Debtors or until the end of the 10th day
     after the Court enters an order overruling the objection.

     If the Debtors do not objection with the 15-day period,
     the transaction could proceed solely as set forth in the
     Declaration of Proposed Transfer.

  d. For purposes of these procedures:

     * A "Substantial Shareholder" is any entity that has
       Beneficial Ownership of at least four million shares of
       Common Stock;

     * "Beneficial Ownership" of Common Stock means, with
       respect to any holder, (i) ownership of Common Stock
       directly by that holder, (ii) ownership of Common Stock
       by subsidiaries of that holder, immediate family members
       of the holder and entities acting in concert with the
       holder to make a coordinated acquisition of Common
       Stock, and (iii) Common Stock that the holder has an
       Option to acquire; and

     * An "Option" to acquire Common Stock means any contingent
       purchase, warrant, convertible debt, put, Common Stock
       subject to risk of forfeiture, contract to acquire
       Common Stock or similar interest, regardless of whether
       it is contingent or otherwise not currently exercisable.

All transfer agents of any Common Stock will be required to serve
the Notice of Order on all holders of at least 1 million shares
of Common Stock.

The Debtors will also publish a copy of the Notice of Order in
the Wall Street Journal and submit a copy of the Notice of Order
to Bloomberg Professional Service for potential publication by
Bloomberg.

The Court will convene a hearing on November 18, 2009, to
consider the Debtors' request on a final basis.  Objections, if
any, are due no later than November 11.

                  About FairPoint Communications

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

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

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

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

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


FAIRPOINT COMMS: Senior Noteholders Propose Examiner
----------------------------------------------------
The Ad Hoc Committee of certain holders of the 13-1/8% Senior
Notes Due April 1, 2018 and 13-1/8% Senior Notes Due April 2,
2018, issued by FairPoint Communications, Inc., asks Judge Burton
R. Lifland of the United States Bankruptcy Court for the Southern
District of New York to direct the appointment of an examiner in
the Chapter 11 cases of the Debtors pursuant to Section 1104(c)
of the Bankruptcy Code.

Section 1104(c) mandates the appointment of an examiner upon the
satisfaction of these factors: (i) the debtor must still be in
possession of the estate and a trustee must not have been
appointed; (ii) a plan must not have been confirmed; (iii) a
party-in-interest or the U.S. Trustee must request the
appointment; and (iv) either the appointment of the examiner is
in the best interests of the creditors or the specified unsecured
debts exceed $5 million.

The Ad Hoc Committee wants an examiner to investigate these
matters related to the Debtors' cases:

* The purportedly marked decline in the Debtors' business plan
   and projections from August 2009 to October 2009 and the
   relationship between the Debtors' current projections and the
   PSA and Term Sheet negotiated with their Prepetition Credit
   Agreement Lenders;

* Discrepancies in the Debtors' public reports and whether
   there has been an effort by the Debtors' management to cover
   up their own operational shortcomings;

* The Debtors' settlement with Capgemini US LLC and their
   decision to continue dealing with Capgemini to address their
   ongoing Cutover issues.  The Ad Hoc Committee notes that
   Capgemini is the consulting firm hired by the Debtors who had
   mismanaged the cutover of Verizon's NNE Operations to new
   FairPoint systems and subsequently, as a more fundamental
   liquidity issue resulting from purported trade contraction;

* Issues arising in connection with the Debtors' leveraged
   buyout of Verizon's Northern New England Wire-Line
   Operations, including whether the guarantees and security
   interests under the Credit Facility are subject to avoidance
   as fraudulent transfers and any causes of action the Debtors
   may have against Verizon.  Verizon NNE is a company that the
   Debtors acquired in March 2008 for $2.7 billion.  In
   connection with the merger, the Debtors entered into the
   $2 billion Prepetition Credit Facility and assumed the
   obligations under the Senior Notes;

* The propriety of the January 2009 Dividend, wherein the
   Debtors declared a dividend of $0.2575 per share of common
   stock, and whether it is subject to avoidance as a fraudulent
   transfer; and

* The process by which David Hauser, one of the Debtors'
   directors with no prior CEO or telecommunications experience
   other than his tenure as director of the company, was
   selected to succeed retiring CEO Eugene B. Johnson

The Ad Hoc Committee contends that the Debtors have massively
"revised" their projections in conjunction with the execution of
a Plan Support Agreement with their Prepetition Lenders to serve
as the basis for a plan of reorganization.  The Ad Hoc Committee
believes that the projections are both flawed and self-serving,
and is prepared to challenge the Debtors' valuation at the
appropriate time.

At this time, however, the Ad Hoc Committee asserts that the
allegedly precipitous decline in the Debtors' fortunes and the
circumstances leading the Debtors' circumstances to this juncture
warrant investigation by an independent examiner, particularly as
the Debtors are a public provider of communications services to
nearly 2 million customers.

The Debtors' Chapter 11 Cases come against a backdrop of many
months of public statements by the Debtors, both on earnings
calls with investors and to state public utilities commissions,
where the Debtors repeatedly claimed that they were addressing
their operational and customer service issues, aggressively
pursuing cost-cutting measures and were seeing revenue growth,
Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in
New York, laments, on behalf of the Ad Hoc Committee.

"Under the facts and circumstances of this case, the appointment
of an examiner is justified under Section 1104(c)(1) of the
Bankruptcy Code because investigation into the issues would serve
the interest of creditors," Mr. Hansen emphasizes.  Furthermore,
as the Debtors are a provider of communications services to
nearly two million of public customers, there is a strong public
interest in the investigation of the issues, he adds.

                  About FairPoint Communications

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

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

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

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

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


FANNIE MAE: Posts $18.9 Bil. Q3 Net Loss, Warns of Receivership
---------------------------------------------------------------
Federal National Mortgage Association recorded a net loss of
$18.9 billion for the third quarter of 2009.  Including
$883 million in dividends on the senior preferred stock, the net
loss attributable to common stockholders was $19.8 billion, or
$3.47 per diluted share.

Fannie Mae said its net loss was primarily driven by significant
credit-related expenses, which totaled $22.0 billion in the third
quarter, reflecting the continued build in its combined loss
reserves and increasing numbers of credit-impaired loans acquired
from MBS trusts for loan modifications, and $1.5 billion in fair
value losses due primarily to losses on derivatives resulting from
a decrease in swap rates, the time decay of its purchased options
and losses on mortgage commitments.  Fannie Mae said the impact of
these items more than offset its net revenues of $5.9 billion
generated primarily from net interest income and guaranty fee
income.

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

For the third quarter 2008, the net loss was $29.0 billion, and
the net loss attributable to common stockholders was
$29.4 billion, or $13.00 per diluted share.  Fannie Mae said the
$10.1 billion decrease in its net loss for the third quarter 2009
from the third quarter 2008 was primarily due to a $21.4 billion
non-cash charge to establish a valuation allowance against
deferred tax assets in the third quarter 2008, as well as a
$2.4 billion decrease in fair value losses and a $1.5 billion
increase in net interest income that more than offset a
$12.7 billion increase in credit-related expenses.

                       Year-to-Date Results

Fannie Mae recorded a net loss of $56.8 billion for the first nine
months of 2009.  Including $1.3 billion in dividends on the senior
preferred stock, the net loss attributable to common stockholders
was $58.1 billion, or $10.24 per diluted share.  Fannie Mae
explained that the net loss was driven primarily by credit-related
expenses of $61.6 billion due to the continued build in its
combined loss reserves by $41.1 billion, other-than-temporary
impairment of $7.3 billion, and fair value losses of $2.2 billion.
The impact of these items more than offset the Company's net
revenues of $16.7 billion.  For the first nine months of 2008,
Fannie Mae recorded a net loss of $33.5 billion, or $24.24 per
diluted share, driven primarily by a $21.4 billion non-cash charge
to establish a valuation allowance against deferred tax assets,
$17.8 billion in credit-related expenses, $7.8 billion in fair
value losses and $2.4 billion in other-than-temporary impairments,
which more than offset Fannie Mae's net revenues of $11.8 billion.

The $23.3 billion increase in Fannie Mae's net loss for the first
nine months of 2009 from the first nine months of 2008 was driven
principally by a $43.8 billion increase in credit-related
expenses, coupled with a $4.9 billion increase in other-than-
temporary impairment, which more than offset a $21.4 billion non-
cash charge to establish a valuation allowance against deferred
tax assets, a $5.6 billion decrease in fair value losses and a
$4.7 billion increase in net interest income.

                    Consolidated Balance Sheet

Fannie Mae said total assets of $890.3 billion as of September 30,
2009 decreased by $22.1 billion, or 2.4%, from December 31, 2008.
Total liabilities of $905.2 billion decreased by $22.3 billion, or
2.4%, from December 31, 2008.  Total Fannie Mae stockholders'
deficit decreased by $249 million during the first nine months of
2009, to a deficit of $15.1 billion as of September 30, 2009, from
a deficit of $15.3 billion as of December 31, 2008.  The decrease
in total Fannie Mae stockholders' deficit was due to the
$44.9 billion in funds received from Treasury under the senior
preferred stock purchase agreement, $10.5 billion reduction in
unrealized losses on available-for-sale securities, net of tax,
and a $3.0 billion reduction in Fannie Mae's deficit to reverse a
portion of its deferred tax asset valuation allowance in
conjunction with its April 1, 2009 adoption of the new accounting
guidance for assessing other-than-temporary impairment.  These
factors were almost entirely offset by Fannie Mae's net loss of
$56.8 billion for the first nine months of 2009.

                         Net Worth Deficit

Fannie Mae had an estimated net worth deficit of $15.0 billion as
of September 30, 2009, compared with a net worth deficit of
$10.6 billion as of June 30, 2009 and $15.2 billion as of
December 31, 2008.

                           Receivership

Under the Federal Housing Finance Regulatory Reform Act of 2008,
Federal Housing Finance Agency must place Fannie Mae into
receivership if the Director of FHFA makes a written determination
that Fannie Mae's assets are, and during the preceding 60 days
have been, less than its obligations.

Fannie Mae said the FHFA has notified it that the measurement
period for such a determination begins no earlier than the date of
the SEC filing deadline for its quarterly and annual financial
statements and continues for a period of 60 days after that date.
FHFA also has advised Fannie Mae that, if Fannie Mae receives
funds from the U.S. Department of the Treasury during that 60-day
period to eliminate its net worth deficit as of the prior period
end in accordance with the senior preferred stock purchase
agreement, the Director of FHFA will not make a mandatory
receivership determination.

Fannie Mae said under the senior preferred stock purchase
agreement, as amended, the U.S. Treasury committed to provide
Fannie Mae with funds of up to $200 billion under specified
conditions.  The agreement requires Treasury, upon the request of
FHFA as Fannie Mae's conservator, to provide funds to Fannie Mae
after any quarter in which it has a negative net worth.  The
senior preferred stock purchase agreement does not terminate as of
a particular time; however, Fannie Mae said it may no longer
obtain new funds under the agreement once it has received a total
of $200 billion under the agreement.

Fannie Mae has received an aggregate of $44.9 billion from
Treasury under the senior preferred stock purchase agreement to
eliminate its net worth deficit as of the end of each of the last
three quarters.  On November 4, 2009, the Acting Director of FHFA
submitted a request to Treasury for an additional $15.0 billion on
Fannie Mae's behalf to eliminate its net worth deficit as of
September 30, 2009, and requested receipt of those funds on or
prior to December 31, 2009.

Upon receipt of those funds from Treasury, the aggregate
liquidation preference of Fannie Mae's senior preferred stock,
including the initial liquidation preference of $1.0 billion, will
equal $60.9 billion and the annualized dividend on the senior
preferred stock will be $6.1 billion, based on the 10% dividend
rate.  This dividend obligation exceeds Fannie Mae's reported
annual net income for five of the past seven years and will
contribute to increasingly negative cash flows in future periods
if Fannie Mae continues to pay the dividends on a quarterly basis.
If Fannie Mae does not pay the dividend quarterly and in cash, the
dividend rate would increase to 12% annually, and the unpaid
dividend would accrue and be added to the liquidation preference
of the senior preferred stock, further increasing the amount of
the annual dividends.

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

Fannie Mae said its senior preferred stock dividend obligation,
combined with potentially substantial commitment fees payable to
Treasury starting in 2010 (the amounts of which have not yet been
determined) and its effective inability to pay down draws under
the senior preferred stock purchase agreement, will have a
significant adverse impact on its future financial position and
net worth.

A full-text copy of Fannie Mae's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?489d

A full-text copy of Fannie Mae's earnings release is available at
no charge at http://ResearchArchives.com/t/s?489e

A full-text copy of Fannie Mae's Third Quarter Credit Supplement
presentation consisting primarily of information about Fannie
Mae's guaranty book of business is available at no charge at:

               http://ResearchArchives.com/t/s?489f

                         About Fannie Mae

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

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated to Fannie Mae's
management and Board of Directors the authority to conduct the
day-to-day operations.


FANNIE MAE: Treasury Stops Tax Credit Sale to Goldman, Berkshire
----------------------------------------------------------------
The Wall Street Journal's Nick Timiraos reports the U.S. Treasury
on Friday blocked Fannie Mae's proposed sale of nearly $3 billion
in low-income housing tax credits to Goldman Sachs Group Inc. and
Berkshire Hathaway Inc.  Treasury said the deal was too costly for
taxpayers.

"Withholding approval of the proposed sale affords more protection
of the taxpayers than does providing approval," an administration
official said in a statement, according to the report.

Mr. Timiraos says Fannie Mae had agreed to sell roughly half of
its $5.2 billion tax-credit portfolio and had received approval to
proceed with the sale from its federal regulator, the Federal
Housing Finance Agency.  Those credits are virtually worthless to
Fannie because the company doesn't have any taxable income to
offset, and it is forced to write down the value of those credits
every quarter as their value declines, Mr. Timiraos says.

According to the report, the extraordinary move was the latest
sign of tensions within the Obama administration over how to
balance political and financial pressures resulting from the
housing crisis.

                         About Fannie Mae

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

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated to Fannie Mae's
management and Board of Directors the authority to conduct the
day-to-day operations.


FINLAY ENTERPRISES: CEO Art Reiner Paid $125,600 for 2 Months
-------------------------------------------------------------
National Jeweler, citing filing with the Securities and Exchange
Commission, reports Finlay Enterprises and Finlay Fine Jewelry
Chief Executive Officer Art Reiner's salary was $125,625 for the
two-month period, including payments of $41,875 in August and
$83,750 in September.

Mr. Reiner resigned from his CEO positions effective Sept. 30,
2009, though a separate SEC filing stated he would remain chairman
of the board for both, the report says.  Finlay's senior vice
president, treasurer and chief financial officer, was allocated a
salary payment of $40,401, including $13,467 in August and $26,934
in September.

The report adds that Joyce Manning Magrini, Finlay's executive
vice president of administration, who resigned effective Oct. 23,
was paid a salary of $14,010 in August and $28,020 in September,
for a total of $42,030.

Karin Knudsen, Finlay Fine Jewelry's executive vice president of
merchandising and marketing, received a total of $40,676 for those
two months, including $13,559 in August and $27,117 in September,
the SEC filing shows, the report relates.

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

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

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

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


FLYING J: To Lay Off 32 Restaurant Workers in Houston
-----------------------------------------------------
The Houston Journal reports that Flying J Inc. notified the Texas
Workforce Commission, saying that 32 workers may be laid off at
one of its restaurants in Houston.

According to the notice, an unnamed national restaurant chain will
take over the Company's operation by December 1.  The new operator
may close the restaurant temporarily after that date 1 to make
branding and other changes, according to Flying J, with the
workers resuming their employment afterwards; however, should the
new operator's plans change, the employees could be laid off
permanently, the company warned, the report relates.

The layoffs would take effect 14 days after December 1, the report
says.

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

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

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

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


FLYING J: Wants Filing of Chapter 11 Plan Extended until Feb. 28
----------------------------------------------------------------
Flying J Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file a Chapter 11 plan and to solicit votes to approve
a Chapter 11 plan until Feb. 28, 2010, and April 28, 2010.

The Debtors relate that the proposed extension will enable them to
finalize a plan of reorganization.  The proposed extension will
also provide the Debtors and their stakeholders with adequate time
to analyze and refine the treatment of the Debtors' creditor
constituencies and develop a fair and reasonable distribution
scheme.

The Debtor proposes a hearing on the extension of exclusive
periods on Nov. 23, 2009, at 10:30 a.m. (Eastern Time).
Objections, if any, are due Nov. 16, 2009, at 4:00 p.m. (E.T.)

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

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

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

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


FORD MOTOR: To Issue $2.87BB of 4.25% Senior Convertible Notes
--------------------------------------------------------------
Ford Motor Company on Thursday filed with the Securities and
Exchange Commission a prospectus supplement in connection with its
issuance of $2,875,000,000 of 4.25% Senior Convertible Notes due
November 15, 2016.  This includes $375,000,000 principal amount of
the 4.25% Notes that underwriters have the option to purchase.

Ford estimates that the net proceeds of the offering will be
approximately $2,443,000,000, or $2,809,562,500 if the
underwriters exercise in full their option to purchase additional
notes, after deducting the underwriting discounts and estimated
offering expenses payable by Ford.  Ford intends to use the net
proceeds from the offering for general corporate purposes.

The notes will bear interest at a rate of 4.25% per annum.
Interest on the notes will be payable semiannually in arrears on
May 15 and November 15 of each year, beginning May 15, 2010.  The
notes will mature on November 15, 2016, unless earlier converted,
redeemed or repurchased by Ford.  The notes will be Ford's senior,
unsecured obligations and will rank equal in right of payment with
Ford's senior unsecured debt, and will be senior in right of
payment to its debt that is expressly subordinated to the notes,
if any.  The notes will be structurally subordinated to all debt
and other liabilities and commitments of Ford's subsidiaries and
will be effectively junior to Ford's secured debt to the extent of
the assets securing such debt.

Ford and the underwriters have entered into an underwriting
agreement with respect to the notes being offered.  Barclays
Capital Inc., Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated and RBS Securities Inc. are the
representatives of the underwriters.

     Underwriter                               Principal Amount
     -----------                               ----------------
     Citigroup Global Markets Inc.                 $275,000,000
     J.P. Morgan Securities Inc.                   $275,000,000
     Merrill Lynch, Pierce, Fenner & Smith         $275,000,000
     Barclays Capital Inc.                         $275,000,000
     Deutsche Bank Securities Inc.                 $275,000,000
     Goldman, Sachs & Co.                          $275,000,000
     Morgan Stanley & Co. Incorporated             $275,000,000
     RBS Securities Inc.                           $275,000,000
     BNP Paribas Securities Corp.                   $62,500,000
     HSBC Securities (USA) Inc.                     $62,500,000
     Credit Suisse Securities (USA) LLC             $31,000,000
     UBS Securities LLC                             $31,000,000
     BNY Mellon Capital Markets, LLC                $20,750,000
     Calyon Securities (USA) Inc.                   $20,750,000
     RBC Capital Markets Corporation                $20,750,000
     ANZ Securities, Inc.                            $7,250,000
     BMO Capital Markets Corp.                       $7,250,000
     Comerica Securities, Inc.                       $7,250,000
     Commerzbank Capital Markets Corp.               $7,250,000
     PNC Capital Markets Inc.                        $7,250,000
     Scotia Capital (USA) Inc.                       $7,250,000
     Wells Fargo Securities, LLC                     $7,250,000
                                               ----------------
                     Total                       $2,500,000,000

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?4889

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

                           *     *     *

As reported by the Troubled Company Reporter on November 4, 2009,
Moody's Investors Service upgraded the senior unsecured rating of
Ford Motor Credit Company LLC to B3 from Caa1.  This follows
Moody's upgrade of Ford Motor Company's corporate family rating to
B3 from Caa1, with a stable outlook.  Ford Credit's long-term
ratings remain on review for further possible upgrade.

As reported by the TCR 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.


FREDDIE MAC: Narrows Net Loss to $5.0 Billion for Q3 2009
---------------------------------------------------------
Federal Home Loan Mortgage Corporation narrowed its net loss to
$5,013,000,000 for the three months ended September 30, 2009, from
a net loss of $25,295,000,000 for the same quarter a year ago.
Freddie Mac posted a net loss of $14,097,000,000 for the nine
months ended September 30, 2009, from a net loss of
$26,263,000,000 for the same period a year ago.

Freddie Mac reported total interest income of $9,865,000,000 for
the three months ended September 30, 2009, from $10,469,000,000
for the same quarter a year ago.  Freddie Mac reported total
interest income of $30,829,000,000 for the nine months ended
September 30, 2009, from $30,585,000,000 for the same period a
year ago.

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

Freddie Mac received $36.9 billion in cash from the U.S. Treasury
pursuant to draws under their Purchase Agreement during the nine
months ended September 30, 2009.  Freddie Mac said market
conditions could limit the availability of the assets in its
mortgage-related investments portfolio as a significant source of
funding.  In addition, Freddie said its Lending Agreement with
Treasury is scheduled to expire on December 31, 2009.

Upon expiration of the Lending Agreement, Freddie Mac said it will
not have a liquidity backstop available (other than Treasury's
ability to purchase up to $2.25 billion of its obligations under
its permanent statutory authority) if Freddie is unable to obtain
funding from issuances of debt or other conventional sources.

"At present, we are not able to predict the likelihood that a
liquidity backstop will be needed, or to identify the alternative
sources of liquidity that might then be available to us, other
than draws from Treasury under the Purchase Agreement or
Treasury's ability to purchase up to $2.25 billion of our
obligations under its permanent statutory authority.  No amounts
have been borrowed under the Lending Agreement as of September 30,
2009.  However, we have successfully tested our ability to access
funds under the Lending Agreement.  If we were unable to obtain
funding from issuances of debt or other conventional sources at
suitable terms or in sufficient amounts, it is likely that the
funds potentially available from Treasury would not be adequate to
operate our business," Freddie Mac said.

"During this critical time for homeowners and the market, we
continued to support the recovery of the housing market by
providing a stable source of mortgage funding and helping people
keep their homes," said Freddie Mac Chief Executive Officer
Charles E. Haldeman, Jr.  "In the third quarter, we helped more
than 100,000 borrowers avoid foreclosure -- a growing figure that
includes more than 78,000 new loans that entered into HAMP trial
periods.  We expect this to continue, and we have strengthened our
efforts to make MHA successful and to help families, our economy
and our nation.

"We continued to see some positive housing market developments,
including higher volumes of home sales and modest increases in
house prices in certain areas of the country," Mr. Haldeman said.
"However, we believe that factors like high unemployment, excess
inventory and rising foreclosures will continue to impede a full
recovery for some time and put further downward pressure on house
prices.  We expect to request additional funds from Treasury as
this prolonged deterioration of market conditions continues to
negatively impact our financial results.

"Going forward, I'm especially pleased that we've completed a
senior management team that is highly seasoned, highly respected
and intensely focused on serving our mission and strengthening our
company," Mr. Haldeman added.  "In September, Bruce Witherell - a
veteran Wall Street manager and leader -- joined us as our chief
operating officer. In October, Ross Kari -- an executive with
substantial housing finance experience in both the GSE and private
sectors became our chief financial officer.  Our leadership team,
working with our board of directors and our highly skilled
employees, is committed to doing everything we can to serve our
broad mission and speed the recovery of the U.S. housing market."

A full-text copy of Freddie Mac's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?48bf

A full-text copy of Freddie Mac's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48c0

                         About Freddie Mac

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

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

                         Conservatorship

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


GATEHOUSE MEDIA: Bank Debt Trades at 63.37% Off
-----------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 36.63 cents-
on-the-dollar during the week ended Friday, Nov. 6, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.33
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 27, 2014.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ca rating and Standard & Poor's CCC rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Nov. 6,
among the 172 loans with five or more bids.

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.


GATEHOUSE MEDIA: Swings to $2-Mil. Net Loss for Third Quarter
-------------------------------------------------------------
GateHouse Media, Inc., swung to net income of $2,048,000 on total
revenues of $144,933,000 for the three months ended September 30,
2009, from a net loss of $18,505,000 on total revenues of
$170,536,000 for the same period a year ago.  The Company posted
wider net loss of $526,338,000 on total revenues of $435,023,000
for the nine months ended September 30, 2009, from a net loss of
$490,546,000 on total revenues of $511,749,000 for the same period
a year ago.

At September 30, 2009, the Company had $601,666,000 in total
assets against $1,350,478,000 in total liabilities.

During the third quarter of 2009, the Company sold land located in
Quincy, Massachusetts for an aggregate sale price of $10,575,000
-- $7,075,000 of cash and $3,500,000 in the form of a note
receivable.  The note calls for a balloon payment on August 14,
2012, and incurs interest at a rate of 5% in year 1, 7% in year 2
and 9% in year 3.  This land was previously included in Long-term
assets held for sale at a value of $9,200,000.  A gain of
$591,000, net of expenses incurred, was recognized on this sale.

During the nine months ended September 30, 2009, the Company
discontinued a publication in Derby, Kansas.  The Company recorded
an impairment loss of $551,000.  Additionally, during the nine
months ended September 30, 2009, the Company completed its sale of
four publications in Iowa for an aggregate sale price of
$1,925,000.  The Company recorded an impairment loss of
$1,777,000.  The Company also discontinued an on-line only
publication in Kansas, recording an impairment loss of $32,000.

"The newspaper industry and the Company have experienced declining
same store revenue over the past two years.  This has led to
increased losses, reduced cash flow from operations and the need
to record impairment charges for certain long term assets.  It has
also made it more difficult for the Company to meet certain debt
covenants and has eliminated the availability of additional
borrowings under its revolving debt agreement.  As a result of
these trends in the industry and the Company, management has
implemented plans to reduce costs and preserve cash flow.  This
has included suspending the payment of cash dividends, the
issuance of subsidiary preferred stock, the repayment of
indebtedness, the continued implementation of cost reduction
programs, and the potential sale of non-core assets.  The Company
believes these initiatives will provide it with the financial
resources necessary to invest in its business and ensure its
future success and provide sufficient cash flow to enable the
Company to meet its commitments for the next twelve months," the
Company said.

Commenting on GateHouse Media's results, Mike Reed, Chief
Executive Officer, said, "While current economic conditions
continue to present a challenging revenue environment, the
permanent cost reduction initiatives we implemented this year
resulted in higher EBITDA margins and increased levered free cash
flow in the quarter.

"Revenue trends are showing signs of potential stabilization in
terms of nominal dollars. Our total same-store revenue declined
14.9% in the third quarter, a slight improvement over 15.2% and
16.3% in the first and second quarters, respectively. September
was our strongest month based on year-over-year revenue
performance and we are encouraged that this trend may continue as
we enter what has historically been our seasonally best quarter.

"Due to the cost initiatives put in place in the first half of the
year, our As Adjusted EBITDA margin has improved each quarter,
reaching 19.0% in the third quarter, compared to 16.6% and 6.7% in
the first and second quarters, respectively. Solid As Adjusted
EBITDA results, combined with lower interest expense and capital
spending resulted in levered free cash flow of $0.19 per share in
the third quarter compared to $0.16 per share in the second
quarter and $0.17 last year.

"In addition to ongoing cost reduction initiatives, we continue
to focus on strengthening our balance sheet, in particular,
working capital and liquidity. During the third quarter, we were
able to improve our short term liquidity position by retiring
$16.0 million of short term debt at a discount."

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?489f

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48a0

                       About GateHouse Media

Headquartered in Fairport, New York, GateHouse Media, Inc. (OTC:
GHSE) -- http://www.gatehousemedia.com/-- is one of the largest
publishers of locally based print and online media in the United
States as measured by its 88 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

                           *     *     *

As reported by the Troubled Company Reporter on September 21,
2009, Moody's Investors Service downgraded GateHouse Media
Operating, Inc.'s Corporate Family rating to Ca from Caa1 and its
Probability of Default rating to Ca from Caa2, reflecting Moody's
view of very high default risk and weakened recovery prospects for
debtholders in an event of default scenario which is exacerbated
by lingering adverse current market conditions.


GATEWAY BANK: Closed; Central Bank of Kansas Assumes Deposits
-------------------------------------------------------------
Gateway Bank of St. Louis, St. Louis, Missouri, was closed
November 6 by the Missouri Division of Finance, which appointed
the Federal Deposit Insurance Corporation as receiver. To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with Central Bank of Kansas City, to assume all of the
deposits of Gateway Bank of St. Louis.

The sole branch of Gateway Bank of St. Louis will reopen on
Saturday as a branch of Central Bank of Kansas City. Depositors of
Gateway Bank of St. Louis will automatically become depositors of
Central Bank of Kansas City. Deposits will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branch until
Central Bank of Kansas City can fully integrate the deposit
records of Gateway Bank of St. Louis.

As of September 25, 2009, Gateway Bank of St. Louis had total
assets of $27.7 million and total deposits of approximately $27.9
million. Central Bank of Kansas City did not pay the FDIC a
premium for the deposits of Gateway Bank of St. Louis. In addition
to assuming all of the deposits of the failed bank, Central Bank
of Kansas City agreed to purchase essentially all of the assets.

Customers who have questions about the November 6 transaction can
call the FDIC toll-free at 1-800-405-8124.  Interested parties
also can visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/gateway-mo.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $9.2 million. Central Bank of Kansas City's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives. Gateway Bank of St.
Louis is the 119th FDIC-insured institution to fail in the nation
this year, and the third in Missouri. The last FDIC-insured
institution closed in the state was First Bank of Kansas City,
Kansas City, on September 4, 2009.


GENERAL MOTORS: Germans Frustrated Over GM's Decision to Keep Opel
------------------------------------------------------------------
ABI reports that feeling jilted after six months of negotiations,
German officials reacted angrily Wednesday to General Motors'
decision to keep its European business, Opel, rather than sell a
majority stake to a consortium backed by Berlin.

As reported by the TCR on Nov. 4, 2009, given an improving
business environment for General Motors Company over the past few
months, and the importance of Opel//Vauxhall to GM's global
strategy, the GM Board of Directors has decided to retain Opel and
will initiate a restructuring of its European operations in
earnest.

On a preliminary basis, the GM plan entails total restructuring
expenses of about EUR3 billion, significantly lower than all bids
submitted as part of the investor solicitation.  GM will work with
all European labor unions to develop a plan for meaningful
contributions to Opel's restructuring.  While Opel continues to
outperform against its viability plan assumptions and immediate
liquidity is stable, time is of the essence.

GM is facing a November 30 expiration on EUR1.5 billion in bridge
loans from Germany.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Sends Execs to Germany to Fine-Tune Opel Plan
-------------------------------------------------------------
The Wall Street Journal's John D. Stoll and Vanessa Fuhrmans
report that company officials said a team of General Motors Co.
executives will arrive in Germany on Monday to fine-tune a
restructuring plan for Adam Opel GmbH and search out a new leader
for the European unit.

On Friday, GM said Carl-Peter Forster, GM group vice president and
president, Opel Europe, will be leaving his role as head of
European operations and will advise the company during the
transition to find a new CEO.

With the departure of Mr. Forster, GM said it will initiate an
immediate external search for a new CEO for Opel Europe and will
work with Opel leadership, in consultation with representatives of
the European Employees Forum, in moving forward with a plan that
will build a strong and enduring future for the Opel/Vauxhall
brands.

"The Opel brand has made tremendous progress under Carl-Peter's
tenure and leadership over the past several years," said GM
President and CEO Fritz Henderson.  "We thank him for his
significant accomplishments and wish him only the best in the
future.  In the meantime, we're confident that the key personnel
leading Opel will stay focused on running the business during this
time of transition.  We expect to finalize our proposals for
establishing Opel/Vauxhall's future next week and will be engaging
all stakeholders to see how we can best work together in achieving
our mutual goals.  We will update on our progress as soon as is
possible."

Mr. Henderson added that no other management changes to the Opel
Europe organization are being considered at this time, and that
all key management roles remain while the search for a CEO to lead
Opel Europe commences.

"The past few years building the Opel brand has been a tremendous
personal opportunity," said Mr. Forster.  "We've seen great
strides in design, quality and technology and the launch of truly
world-class products.  It's been an honor to be part of the
history of Opel, and I wish all the people with the organization
only the best in what I'm certain will be a great future."

The Journal says Mr. Forster was an opponent of the board's
decision to keep Opel.  He will be replaced for now by GM
marketing chief Robert A. Lutz, who will be head of the Opel
supervisory board but not GM Europe CEO, the Journal adds.

According to the Journal, Mr. Henderson and key executives --
including GM international chief Nick Reilly and current Opel
chief Hans Demant -- will take a fresh look at Opel's operations
and decide how many of the division's 55,000 workers and 10 plants
in Europe need to be eliminated to make the business viable.

Separately, GM plans to move Chief Financial Officer Ray Young to
international headquarters in Shanghai, pending the hiring of a
new CFO, according to people familiar with the move, the Journal
reports.  GM officials have met seven candidates for the CFO job,
and narrowed the field to three prospects, according to these
people.

Last week, GM cancelled a deal to sell its Opel//Vauxhall
operations to the partnership of Canadian autoparts maker Magna,
Russian car maker OAO GAZ and Russian state-controlled OAO
Sberbank, instead deciding to restructure the unit.

"GM will soon present its restructuring plan to Germany and other
governments and hopes for its favorable consideration," said Mr.
Henderson.  "We understand the complexity and length of this issue
has been draining for all involved.  However, from the outset, our
goal has been to secure the best long term solution for our
customers, employee, suppliers, and dealers which is reflected in
the decision reached today. This was deemed to be the most stable
and least costly approach for securing Opel/Vauxhall's long-term
future."

On a preliminary basis, the GM plan entails total restructuring
expenses of about EUR3 billion, significantly lower than all bids
submitted as part of the investor solicitation.  GM will work with
all European labor unions to develop a plan for meaningful
contributions to Opel's restructuring.  While Opel continues to
outperform against its viability plan assumptions and immediate
liquidity is stable, time is of the essence.

GM is facing a November 30 expiration on EUR1.5 billion in bridge
loans from Germany.  According to the Journal, GM hadn't received
word from the German government Tuesday evening on whether it will
continue extending the loans or request they be repaid, said a
person familiar with the matter.

"While strained, the business environment in Europe has improved."
Mr. Henderson said in a news statement. "At the same time, GM's
overall financial health and stability have improved significantly
over the past few months, giving us confidence that the European
business can be successfully restructured.  We are grateful for
the hard work of the German and other EU governments in navigating
this difficult economic period.  We're also appreciative of the
effort put forward by Magna and its partners in Russia in trying
to reach an equitable agreement."

Mr. Henderson added that GM also hopes to build on its already
significant business in Russia and to resume work directly with
GAZ to contribute to both the modernization of its operations and
the joint development of the Russian vehicle market on a mutually
attractive basis.  More details on the next steps in the
restructuring will be provided as the plans and developments
warrant.

The Journal notes that Mr. Henderson's management team had worked
out a deal last Summer to sell 55% of Opel to the partnership of
Canadian autoparts maker Magna, Russian car maker OAO GAZ and
Russian state-controlled OAO Sberbank.  The German government
committed to finance the plan and help fund Opel with EUR4.5
billion in aid.  Under the deal, the German government would kick
in billions of dollars in financing to close the sale and initiate
a restructuring.  Magna had committed to spend $500 million.

General Motors -- -- http://www.gm.com/-- one of the world's
largest automakers, traces its roots back to 1908. With its global
headquarters in Detroit, GM employs 209,000 people in every major
region of the world and does business in some 140 countries.  GM
and its strategic partners produce cars and trucks in 34
countries, and sell and service these vehicles through the
following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo,
Holden, Opel, Vauxhall and Wuling. GM's largest national market is
the United States, followed by China, Brazil, the United Kingdom,
Canada, Russia and Germany.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services. General Motors acquired operations from General Motors
Corporation on July 10, 2009.


GENMAR HOLDINGS: Pursuing Sale of Assets
----------------------------------------
Genmar Holdings Inc. is pursuing a sales process rather than a
reorganization to exit Chapter 11 bankruptcy, court documents say.

Beth Rosenberg at Soundings Trade Only Today reports that Genmar
chairperson Irwin Jacobs confirmed he is a bidder for the Company,
saying, "I can't give you the information for that right now
because it's not public, but I plan on being a bidder for the
assets and continue the business as it is.  I tried to do the
reorganization and couldn't get the cooperation of everybody
necessary with which to do it.  I was going down that path and,
frankly, had what I thought was, in place, a transaction to do it.
But there were people who weren't cooperating with it, so I had to
go in a different direction."

According to Soundings Trade, Mr. Jacobs said that he will bid on
"primarily the company" as a whole.  Court documents say that
Genmar has identified a "potential stalking horse" but doesn't
identify that party, to "preserve the integrity of the sale
process."  Genmar had been looking at other options but court
documents say that the potential stalking horse believes that
pursuit of both strategies will be dilutive of management's
efforts and therefore, it has demanded that debtors enter into the
exclusivity and expense agreement.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
is the world's second-largest manufacturer of fiberglass
powerboats.  It generated $460 million in annual revenue making
boats using brand names including Carver, Four Winns, Glastron,
Larson, and Wellcraft.

Genmar and an affiliate filed for Chapter 11 bankruptcy protection
on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537).
James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson &
Byron, PA, assist the Debtors in their restructuring efforts.
Carver Italia listed $10 million to $50 million in assets and
$100 million to $500 million in debts.


GEORGIA-PACIFIC LLC: Moody's Keeps Ratings, Gives Positive Outlook
------------------------------------------------------------------
Moody's Investors Service affirmed Georgia-Pacific LLC's ratings
and revised the ratings outlook to positive from stable reflecting
the company's improved financial performance, reduced debt level
and expectations that financial performance will improve further
as economic conditions strengthen.

Despite operating in a challenging economic environment, GP has
been able to improve its financial performance by aggressively
managing its costs, thereby achieving considerable improvements in
its North American and restructured international consumer
products operations.  The company also benefited from the
significant cash payments from the black liquor tax credit which
allowed it to reduce its leverage.  The resiliency of GP's large
consumer products segment, the relative stability of its packaging
business and the ability of its building products segment to
weather the US housing slowdown has allowed the company to
generate strong cash flow during this difficult economic
environment.  The company has reduce debt by more than
$2.7 billion in the past seven quarters, however, this debt
reduction has been partially offset by an increase in the
company's pension deficit.  Despite the expiration of the black
liquor tax credit at year end and the expectation that GP may
continue to face a difficult operating environment, Moody's
expects the company's credit protection metrics will improve as
management achieves further operational efficiencies and continues
to reduce its high debt levels.

GP's Ba3 corporate family rating reflects the company's
significant scale and diverse product offering, leading market
positions in a number of distinct business segments, a stable
aggregate cash flow stream and the flexibility to generate cash by
the divestiture of discrete business lines should the need arise.
GP's vertically integrated relatively low cost asset base and its
sponsorship benefits provided by its parent, Koch Industries
further support the ratings.  Key credit challenges for GP include
financial constraints and refinancing risks given the company's
large debt load, the substantial pension deficit, and weak volumes
for some of the company's products.

GP's has good liquidity supported by substantial availability
under its credit facility and expectations of continued positive
free cash flow generation.  GP's liquidity profile is also
supported by its modest cash position and strong alternative
liquidity potential from asset sales.  Despite the company's
recent efforts to extend maturity dates and refinance portions of
its bank credit facilities, refinancing risk remains over the
intermediate term.  The company's primary source of liquidity
consists of a broadly syndicated $1.675 billion revolving credit
facility, with $1.25 billion maturing in October 2012 and the
remainder maturing in December 2010.  Liquidity is also augmented
by an $825 million domestic accounts receivable facility and a
EURO150 million European accounts receivable facility.  Moody's
estimates that GP's total liquidity including cash at
September 30, 2009, exceeded $2.5 billion.

Outlook Actions:

Issuer: Georgia-Pacific LLC

  -- Outlook, Changed To Positive From Stable

Moody's last rating action was on June 23, 2009, when Moody's
assigned a Ba2 rating to GP's $1.0 billion senior secured term
loan C due 2014 and affirmed the company's existing ratings.

Headquartered in Atlanta, Georgia, GP is a privately owned global
leader in tissue and other consumer products, and has significant
operations in building products and paper-based packaging.


GMAC INC: DBRS Maintains Rating at 'CCC'
----------------------------------------
DBRS has commented that the ratings of GMAC Inc. (GMAC or the
Company) and its related subsidiaries, including its CCC Issuer
and Long-Term Debt ratings remain Under Review Developing, where
they were placed on May 25, 2009, following the Company's
announced capital and liquidity actions.

Today's comment follows GMAC's Q3 2009 earnings release indicating
a net loss from continuing operations of $671 million compared
with a loss of $3.3 billion on a quarter linked basis and a loss
of $2.5 billion for the comparable period a year ago.  The reduced
loss was the result of increased net financing revenue driven by
lower depreciation expense on operating lease assets and lower
interest expense.  Further, the improved results benefited from
the lower loan loss provisioning, which at $704 million, compares
positively to $1.2 billion in Q2 2009.  In addition, tightening
credit spreads in the auto ABS market resulted in a $155 million
pre-tax gain on the mark-to-market of the Company's auto ABS
residuals held on its balance sheet.  Negatively impacting the
quarter's result was the sizeable reserve build for mortgage "rep
and warranty" repurchases of $515 million, an additional
$161 million of provisioning for the resort finance assets, and
$309 million of bond exchange discount amortization.  Excluding
these charges, GMAC's loss for the quarter was approximately
$77 million.  DBRS views the results as evidence of the progress
GMAC has made in refocusing the Company on its core businesses and
in working through certain legacy assets that have weighed heavily
on GMAC's financial performance over the recent past.  Indeed, the
Company's core Auto Finance and Insurance segments reported
quarterly pretax profits of $395 million and $81 million,
respectively.  Overall results, however, continued to be pressured
by losses in the Company's mortgage operations, which reported a
loss of $747 million for the quarter substantially less than the
$2.0 billion loss in Q2.

GMAC's capital position improved during the quarter. GMAC's Tier 1
capital ratio increased to 14.4% from 13.6% in Q2 2009, as the
Company continued to de-risk its balance sheet.  Risk-weighted
assets declined 10% during the quarter, and were $165.2 billion at
Sept. 30, 2009.  Further, GMAC's capital position is expected to
be enhanced during the current quarter, as the Company expects to
raise additional capital as required by S-CAP.

Near-term liquidity is acceptable and has improved over the most
recent quarters. GMAC continues to make progress in transitioning
to a bank funding centric model.  During the quarter total net
deposits at Ally Bank increased 9% to $27.7 billion.  While near-
term liquidity has stabilized, DBRS is mindful that GMAC's
liquidity position remains pressured with approximately
$29 billion of both unsecured and secured debt coming due in 2010.
Importantly, since the end of the Q3 2009, GMAC has completed a
$2.9 billion issuance of AAA-rated Federal Deposit Insurance
Corporation (FDIC) guaranteed debt under the FDIC's Temporary
Liquidity Guarantee Program (TLGP) and an $886 million TALF-
eligible auto ABS transaction, which adds a degree of relief to
the refinancing pressure.  The recent TLGP issuance fulfilled
GMAC's capacity under TLGP.

The ratings remain Under Review with Developing implications.
DBRS continues to review GMAC's future earnings potential, its
liquidity profile, and its capitalization.  Included in its
review, DBRS will assess GMAC's ability to return to profitability
and generate organic capital. Accordingly, GMAC's ability to
reduce the earnings pressure borne with Residential Capital LLC
(ResCap), the Company's 100% owned residential mortgage lending
and servicing unit, is a key consideration.  As such, DBRS
continues to assess the Company's strategy for ResCap.  Given the
expected improvement in GMAC's capital position, the ongoing
improving liquidity and funding profile, and continuing de-risking
of the balance sheet, DBRS sees more upward ratings pressure then
downward ratings pressure.  However, given the challenging
landscape in the U.S. mortgage financing market, the outlook for a
tepid recovery in U.S. housing, and the likelihood of a prolonged
recovery for the U.S. auto industry, significant challenges
remain.


GPX INT'L: Competing Bids for Business Units Due December 2
-----------------------------------------------------------
GPX International Tire Corporation sought and obtained the
approval of the U.S. Bankruptcy Court for the District of
Massachusetts to conduct a public auction of its:

(a) North American operations related to the manufacture and
     sale of solid and semi-solid off-the-road tire products,
     including its interests in its Gorham, Maine, Red Lion,
     Pennsylvania manufacturing facilities, and

(b) stock in Starbright Group Inc., a Cayman Islands holding
     company, and the parent and sole stockholder of Hebei
     StarbrightTire Co., Ltd., the owner of a tire manufacturing
     facility in Hebei Province, China (the "Solid Tire Assets").

The Debtor's other primary business is its off highway and tire
truck business.  The Debtor proposes to sell the OTRJTruck Unit in
its entirety to two separate purchasers in two separate, but
interrelated, private sales, absent higher and better offers.

Alliance Tire Co. (1992) USA Ltd. would acquire the Debtor's U.S.
OTRJTruck Unit operations, including its assets, customer
relationships, warehouse footprint, Galaxy and Primex brands and
Aeolus medium radial truck tire distribution license.

The Debtor has also entered into an agreement with 2220753 Ontario
Inc., an entity that was formed by Allegro Rubber International
Inc. and Robert Sherkin and Peter Koszo, who are managers of the
Debtor's indirect subsidiary, Dynamic Tire Corp., and interest
holders in the Debtor, and therefore insiders as that term is
defined in Section 101(31) of the Bankruptcy Code.  Ontario has
agreed to purchase the Debtor's stock interest in Dynamic, which
(pursuant to a Supply and Distribution Agreement with the
purchaser of the Alliance Assets) will continue the sale and
distribution in Canada of the Galaxy and Primex brand off-the-road
tires as well as the sale and distribution of medium radial truck
and passenger car tires and private label sourcing.  The proposed
sale of Dynamic will be accomplished through the sale, free and
clear of liens claims and interests, of the stock of Dynamic's
parent, 2082320 Ontario Inc., a wholly owned subsidiary of the
Debtor, along with certain other assets.

To permit interested parties to make counter-offers for any or all
of the Alliance Assets, the Dynamic Assets and the Solid Tire
Assets, the Debtor has requested that the Court establish the same
schedule for the Private Sales and the Public Auction.

Competing bids for the Assets are due December 2.  Bids may be
submitted for either the Alliance Assets, the Dynamic Assets, the
Solid Tire Assets or any combination of those assets.  A bid for
the Alliance Assets must in cash in amount not less than
$35,230,000 and assumed liabilities of not less than $5,300,000.
A bid for the Dynamic Assets must be not less than $24,665,000.  A
bid for the Solid Tire Assets must be at a minimum value of
$9,000,000.

An auction will be held for the Dynamic or Alliance Assets if
there is a competing bid for those assets.  Absent competing bids,
the Debtors will seek approval of the sale to the stalking horse
bidder.

The public auction for the Solid Tire Assets will be on December
7, at a time prior to the sale hearing, with bids due December 2.

The Court has set a hearing on the sale motions for December 7,
2009, at 10:00 a.m.

                        Bid Protections

The Dynamic asset purchase agreement (Dynamic APA) provides that
2220753 Ontario Inc. is entitled to $750,000 reimbursement of
transaction expenses.  In the Dynamic sale motion, the Debtor
seeks approval of a stock purchase agreement with Ontario by which
the Debtor would sell all of its stock in 2082320 Ontario Inc.
("ExchangeCo") along with certain other assets to Ontario.
ExchangeCo owns the shares of Dynamic Tire Corp.

Alliance says that it is entitled to a termination fee of $900,000
plus up to $1,000,000 of Alliance's reasonable, documented out-of-
pocket expenses incurred in connection with the Alliance APA and
the transactions contemplated by that company.

Due to the integration of the Debtor's operations, the Court ruled
that purchasers of the assets under the Alliance asset purchase
agreement and the assets under Dynamic APA enter into various
accords called ancillary agreements concerning post-sale
operations to provide transitional administrative services for a
period of time after the closing of the sales.

                      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.


GPX INT'L: Gets Court's Interim Nod to Use Cash Collateral
----------------------------------------------------------
GPX International Tire Corporation sought, and obtained interim
approval, from the U.S. Bankruptcy Court for the District of
Massachusetts permission to use cash collateral from its
prepetition secured lender RBS Citizen N.A. to fund business
operations and payroll under a proposed 13-week budget.

On March 31, 2006, the Debtor entered into a credit facility
provided by the Bank Group, led by RBS Citizens, N.A., providing
for $160.0 million in senior credit obligations comprised of a
six-year $110.0 million term loan facility and a five-year
$50.0 milllion revovling credit facility, which includes up to
$5.0 million in letters of credit.

The Debtor says that access of the cash collateral is vital to the
preservation and maintenance of the going concern value of the
Debtor and a successful reorganization.  The Debtor relates that
without the cash collateral, it would have to cease operations, as
it doesn't have available sources of working capital and financing
to carry on the operation of its business.

As adequate protection, the Court has allowed the Debtor to grant
RBS Citizen a valid, binding, enforceable and perfected
replacement security interest in, and lien on all of the property
of the Debtor; and a superpriority claim as provided for in
Section 507(b) of the Bankruptcy Code with priority in payment
over any and all administrative expenses.  The Debtor will also
make a monthly payment the budgeted fees and expenses payable to
the pre-petition agent, the prepetition lenders, and their
affiliates for the reasonable fees and disbursements of counsel,
financial advisors and other consultants for the prepetition agent
or the prepetition lenders.

The Debtor, which can use proceeds from any sale within three
business days of receipt, will provide to the prepetition agent
and the Prepetition Lenders within 30 days of the end of each
month unaudited monthly financial statements for the Debtor.  The
prepetition Agent will be allowed to retain expert consultants and
additional financial advisors at the expense of the Debtor, giving
the experts reasonable access to the Debtor's premises and non-
privileged records.

The Court ruled that the Debtor will use the cash collateral up to
$10,000,000 for the items set fort in the Budget, a copy of which,
along with the interim court order, is available for free at:

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

The Debtor will use the cash collateral for the payment of the
costs and expenses associated with the operation of its businesses
and the conduct of this case as set forth in the 13-week budget
(as may be modified or updated from time to time upon order of the
Court) from October 26, 2009 to January 4, 2010, pending further
order of the Court.  The Debtor is authorized to use cash
collateral only in the amounts and for the purposes set forth in
the Budget.

The final hearing will be held on November 18, 2009, at
11:00 a.m., prevailing Eastern time.

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.


GRAHAM PACKAGING: September 30 Balance Sheet Upside-Down by $869MM
------------------------------------------------------------------
Graham Packaging Holdings Company's consolidated balance sheets at
September 30, 2009, showed $2.067 billion in total assets and
$2.937 billion in total liabilities, resulting in a $869.6 million
partners' deficit.

The Company reported net income of $12.8 million on net sales of
$588.8 million for the three months ended September 30, 2009,
compared with net income of $5.7 million on net sales of
$659.1 million in the same period in the prior year.

Net sales for the three months ended September 30, 2009, decreased
$70.3 million, or 10.7%, from the three months ended September 30,
2008.  A large part of the decrease in net sales was due to a
decrease in resin costs which are passed through to customers,
where the average market price per pound of polyethylene
terephthalate in the U.S. decreased from $0.96 to $0.77 and the
average market price per pound of high-density polyethylene in the
U.S. decreased from $1.01 to $0.69.

Gross profit increased $11.6 million, or 11.6%, from
$100.3 million for the three months ended September 30, 2008, to
$111.9 million for the three months ended September 30, 2009.  The
increase in gross profit was primarily due to ongoing productivity
initiatives, lower depreciation and amortization expense of
$5.3 million and an increase in unit volume.

Operating income increased $20.2 million, or 39.3%, from
$51.4 million for the three months ended September 30, 2008, to
$71.6 million for the three months ended September 30, 2009.

                        Nine-Month Results

For the nine months ended September 30, 2009, the Company had net
income of $66.5 million on net sales of $1.736 billion, compared
with net income of $37.8 million on net sales of $2.003 billion in
the corresponding period last year.

Net sales for the nine months ended September 30, 2009, decreased
$267.0 million, or 13.3%, from the nine months ended September 30,
2008.

For the nine months ended September 30, 2009, and 2008, 69.7% and
71.7% of the Company's net sales were generated by its top twenty
customers.  The Company's sales to PepsiCo, the Company's largest
customer, were 11.3% and 14.0% of total sales for the nine months
ended September 30, 2009 ,and 2008, respectively.  All of these
sales were made in North America.

Gross profit increased $16.0 million, or 5.3%, from $302.3 million
for the nine months ended September 30, 2008, to $318.3 million
for the nine months ended September 30, 2009.

Operating income increased $26.3 million, or 14.3%, from
$184.0 million for the nine months ended September 30, 2008, to
$210.3 million for the nine months ended September 30, 2009.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?4891

                 Liquidity and Capital Resources

In the nine months ended September 30, 2009, the Company generated
$308.2 million from operating activities and funded $105.0 million
of investing activities and $53.1 million of financing activities.
The cash generated from operating activities came primarily from
net income and reduction in working capital.  The decrease in
working capital, excluding cash, came from a reduction in
inventory due to lower resin costs and changes in the timing of
payments for various raw materials at the end of 2008.

Cash paid for property, plant and equipment for the nine months
ended September 30, 2009, was $104.5 million.  The Company's
largest capital spending in the first nine months of 2009 included
the installation of two new lines to service the east coast
business of a food and beverage customer, the construction of an
on-site plant for a large household customer in Missouri and new
mold equipment for a beverage customer serving both east and west
coast business.  The Company expects all of these projects to be
on line by the fourth quarter of 2009.

Cash used for debt repayment was for regular amortization on the
Company's term loans and an excess cash flow payment of
$22.8 million as was required by the Company's Credit Agreement
based on the Company's cash generated in 2008.

Availability under the Company's senior secured revolving credit
facilityas of September 30, 2009, was $237.3 million, as reduced
by $10.7 million of outstanding letters of credit.

As of September 30, 2009, the Company's total indebtedness was
$2.442 billion, net of $21.1 million unamortized discount, and the
Company's indebtedness net of cash was $2.245 billion.

The Company had cash and cash equivalents of $196.8 million at
September 30, 2009, an increase of $152.9 million from cash and
cash equivalents of $43.9 million at December 31, 2008.

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is a worldwide leader in the
design, manufacture and sale of value-added, custom blow molded
plastic containers for the branded food and beverage, household,
personal care/specialty and automotive lubricants product
categories.  As of September 30, 2009, the Company operated a
network of 84 manufacturing facilities throughout North America,
Europe and South America.


GREDE FOUNDRIES: Wants Court to Approve Timeframe for Auction
-------------------------------------------------------------
BizTimes Daily reports that the Grede Foundries Inc. is asking a
federal bankruptcy court to approve a timeline for auction of the
company, which has reached a deal for its assets for sale by a
unit of Wayzata Investment Partners LLC of Minnesota.

Wayzata will serve as a "stalking-horse" or opening bid the
auction, the report says.

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company filed for Chapter 11 on June 30, 2009 (Bankr. W.D.
Wisc. Case No. 09-14337).  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor in its restructuring efforts.
The Debtor selected Conway Del Genio Gries & Co. as restructuring
advisor; Leverson & Metz S.C. as special counsel; and Kurtzman
Carson Consultants LLC as claims agent.  The Debtor listed total
assets of $143,983,000 and total debts of $148,243,000.


HANSEN'S DAIRY: Keeps One Deli Store Open at Allouez
----------------------------------------------------
One Hansen's Dairy & Deli store at 1329 S. Webster Ave., Allouez
remains open but stories on East Mason Street and Gray Street were
closed, greenbaypressgazette.com reports.

Hansen's Dairy & Deli filed for Chapter 11 protection from its
creditors in May.


HAYES LEMMERZ: Moody's Withdraws 'D' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it has withdrawn its
ratings on Northville, Michigan-based automotive supplier Hayes
Lemmerz International Inc. and related entities.

The corporate credit rating and issue ratings were lowered to 'D'
(default) on May 12, 2009, after the company and certain of its
U.S. and European subsidiaries filed for Chapter 11 bankruptcy
protection.  On Nov. 3, 2009, the U.S. bankruptcy court in
Delaware confirmed the company's plan of reorganization.  The
company said it expects to emerge from bankruptcy protection no
later than December 2009.


HAWKER BEECHCRAFT: Bank Debt Trades at 22.37% Off
-------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft,
Inc., is a borrower traded in the secondary market at 77.63 cents-
on-the-dollar during the week ended Friday, Nov. 6, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.88
percentage points from the previous week, The Journal relates.
The loan matures on March 26, 2014.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Nov. 6,
among the 172 loans with five or more bids.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

Hawker Beechcraft carries a long-term corporate credit rating of
'CCC+' from Standard & Poor's Ratings Services, and a Caa2
corporate family rating from Moody's Investors Service.


HCA INC: Bank Debt Trades at 8% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 92.00 cents-on-the-
dollar during the week ended Friday, Nov. 6, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.17 percentage points
from the previous week, The Journal relates.  The loan matures on
Nov. 6, 2013.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Nov. 6, among the 172 loans
with five or more bids.

Headquartered in Nashville, Tennessee, HCA, Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
assigned a 'Ba3' (LGD3, 32%) rating to HCA, Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
'B2' Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HCA INC: Posts $196 Million Third Quarter 2009 Net Income
---------------------------------------------------------
HCA Inc. said revenues for the third quarter ended September 30,
2009, totaled $7.533 billion, compared to $7.002 billion in the
third quarter of 2008.  HCA said the results were driven by strong
inpatient, outpatient and emergency department volumes.

HCA said net income attributable to HCA Inc. for the third quarter
of 2009 totaled $196 million, compared with $86 million in the
prior year's third quarter.  Adjusted EBITDA in the quarter
totaled $1.273 billion, compared to $1.053 billion in the previous
year's third quarter.

Results for the third quarter of 2009 include impairments of long-
lived assets of $3 million. Third quarter 2008 results include a
$44 million charge for impairments of long-lived assets and gains
on sales of facilities of $50 million.

Revenues for the nine months ended September 30, 2009 totaled
$22.447 billion compared to $21.109 billion for the same period of
2008.  Net income attributable to HCA Inc. was $838 million for
the nine months ended September 30, 2009 compared to $397 million
in the same period of the prior year.  Adjusted EBITDA totaled
$4.129 billion for the first nine months of 2009 compared to
$3.337 billion for the same period of 2008. Results for the nine
months ended September 30, 2009 include losses on sales of
facilities of $8 million and impairments of long-lived assets of
$16 million compared to gains on sales of facilities of
$90 million and impairments of long-lived assets of $53 million in
the first nine months of 2008.

Cash flows from operating activities increased $900 million, from
$1.415 billion for the nine months ended September 30, 2008 to
$2.315 billion for the nine months ended September 30, 2009.  The
increase was due primarily to the $513 million increase in net
income and $347 million improvement from changes in operating
assets and liabilities and the provision for doubtful accounts.

As of September 30, 2009, HCA's balance sheet reflected cash and
cash equivalents of $443 million, total debt of $25.914 billion,
and total assets of $24.120 billion.  As of September 30, 2009,
HCA had $32.262 billion in total liabilities and $147 million in
equity securities with contingent redemption rights, and
$8.298 billion in total deficit.

During the third quarter of 2009, capital expenditures totaled
$296 million, excluding acquisitions.  For the nine months ended
September 30, 2009, capital expenditures totaled $915 million,
excluding acquisitions.  During 2009, HCA issued $3.060 billion
aggregate principal amount of first and second lien notes.  The
net proceeds from the debt issuances were used to repay
outstanding indebtedness under the Company's senior secured term
loan facilities.

As of September 30, 2009, HCA operated 163 hospitals and 105
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers operated through equity method joint
ventures).

A full-text copy of HCA's earnings release is available at no
charge at http://ResearchArchives.com/t/s?48a1

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA, Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
assigned a 'Ba3' (LGD3, 32%) rating to HCA, Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
'B2' Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HEALTH MANAGEMENT: Bank Debt Trades at 9% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Health Management
Associates is a borrower traded in the secondary market at 91.31
cents-on-the-dollar during the week ended Friday, Nov. 6, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.43
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 28, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B1 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Nov. 6,
among the 172 loans with five or more bids.

Headquartered in Naples, Florida, Health Management Associates is
an owner and operator of acute-care hospitals in non-urban
settings.  The company provides inpatient services such as general
surgery, and oncology as well as outpatient services such as
laboratory, x-ray and physical therapy services.  In addition,
some facilities also offer specialty services such as cardiology,
radiation therapy and MRI scanning.

Health Management carries a 'B1' long term corporate and
probability of default ratings, with stable outlook, from Moody's,
a 'B+' issuer credit ratings, with negative outlook, from Standard
& Poor's, and a 'B+' long term issuer default rating, with stable
outlook, from Fitch.


HERTZ CORP: Bank Debt Trades at 9% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which The Hertz
Corporation is a borrower traded in the secondary market at 91.42
cents-on-the-dollar during the week ended Friday, Nov. 6, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.64
percentage points from the previous week, The Journal relates.
The loan matures on Dec. 21, 2012.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba1 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Nov. 6,
among the 172 loans with five or more bids.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

In July, Fitch Ratings downgraded Hertz Corporation's Issuer
Default Rating to 'BB-' from 'BB', and Moody's Investors Service
lowered Hertz's Corporate Family Rating and Probability of Default
to 'B1' from 'Ba3'.


HINSDALE GREYHOUND: State Can't Seize $100,000 Cash Deposit
-----------------------------------------------------------
WestLaw reports that pursuant to the provision of the New
Hampshire statute giving a debtor-dog racing business a contingent
right or interest in the remainder of the bond provided to the
state by the debtor to settle its obligations under the statutes
governing horse and dog racing businesses, the amounts that
remained after the state settled the bond for breakage and taxes,
judge and veterinarian fees, and unpaid pari-mutuel tickets became
property of the debtor's Chapter 7 estate.  In addition, any
interest that had accrued also belonged to the bankruptcy estate.
In re Hinsdale Greyhound Racing Ass'n, Inc., --- B.R. ----, 2009
WL 3415692 (Bankr. D. N.H.) (Vaughn, J.).

The State of New Hampshire moved for relief from automatic stay,
seeking to retain funds from an escrow account and use them as a
set off against tax and other obligations allegedly owed.  In
2006, Hinsdale tendered a $100,000 cash bond to the State to
secure dog racing pay-outs.

Hinsdale Greyhound Park is a racetrack that opened in 1958 as a
seasonal harness track.  It has featured only greyhound races
since 1985.

Hinsdale Greyhound Park filed a Chapter 7 petition (Bankr. D. N.H.
Case No. 08-13703) on Dec. 15, 2008, owing money to 200 to 1,000
creditors.  Steven M. Notinger, Esq., at Donchess, Notinger &
Tamposi, P.C., represents the Chapter 7 Trustee.


HOME FEDERAL SAVINGS, DETROIT: Liberty Bank Assumes All Deposits
----------------------------------------------------------------
Home Federal Savings Bank, Detroit, Michigan, was closed November
6 by the Office of Thrift Supervision, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Liberty Bank and Trust Company, New Orleans,
Louisiana, to assume all of the deposits of Home Federal Savings
Bank.

The two branches of Home Federal Savings Bank will reopen during
their normal business hours as branches of Liberty Bank and Trust
Company. Depositors of Home Federal Savings Bank will
automatically become depositors of Liberty Bank and Trust Company.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage. Customers should continue to use
their existing branches until Liberty Bank and Trust Company can
fully integrate the deposit records of Home Federal Savings Bank.

As of September 24, 2009, Home Federal Savings Bank had total
assets of $14.9 million and total deposits of approximately $12.8
million. Liberty Bank and Trust Company did not pay a premium to
assume all of the deposits of Home Federal Savings Bank.  In
addition to assuming all of the deposits of the failed bank,
Liberty Bank and Trust Company agreed to purchase essentially all
of the assets.

Customers who have questions about the November 6 transaction can
call the FDIC toll-free at 1-866-782-1969.  Interested parties can
also visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/homefsb-mi.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $5.4 million. Liberty Bank and Trust Company's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives. Home Federal Savings
Bank is the 117th FDIC-insured institution to fail in the nation
this year, and the third in Michigan. The last FDIC-insured
institution closed in the state was Warren Bank, Warren, on
October 2, 2009.


INDEPENDENT BANK: Deferring Trust Preferred Interest Payments
-------------------------------------------------------------
Independent Bank Corporation says it suspended or deferred the
payment of dividends or interest payments on its common stock,
preferred stock and trust preferred securities effective
November 1, 2009.  In addition, the company says, it intends to
convene a special meeting of shareholders by the end of 2009 to
consider amending its articles of incorporation to increase the
number of authorized shares of common stock.  "These actions are
expected to provide us with the flexibility we need to enhance our
capital position and work through to the ultimate recovery in the
Michigan economy," CEO Michael M. Magee said in a prepared
statement.

Independent Bank Corporation (Nasdaq: IBCP) is a Michigan-based
bank holding company with total assets of approximately
$3 billion.  Founded as Third National Bank of Ionia in 1864,
Independent Bank Corporation now operates over 100 offices across
Michigan's Lower Peninsula through one state-chartered bank
subsidiary.  This subsidiary (Independent Bank) provides a full
range of financial services, including commercial banking,
mortgage lending, investments and title services. Independent Bank
Corporation is committed to providing exceptional personal service
and value to its customers, stockholders and the communities it
serves.

In Jan. 2009, Fitch assigned its low-B ratings to Independent Bank
Corporation when the bank holding company accepted funds under the
U.S. Treasury Department's Capital Purchase Program.  Moody's
Investor Service cut the bank's financial strength rating to D
with a negative outlook in Feb. 2009, and then withdrew the rating
(meaning Moody's no longer monitors the bank) a month later.


INTEGRA BANK: Deferring Payments to Trust Preferred Holders
-----------------------------------------------------------
Beginning in the fourth quarter of 2009, Integra Bank Corporation
(Nasdaq:IBNK) intends to suspend the payment of cash dividends on
its outstanding preferred stock and defer the payment of interest
on its outstanding junior subordinated notes related to its trust
preferred securities.  The terms of the junior subordinated notes
and the trust documents allow the Company to defer payments of
interest for up to five years without default or penalty.  During
the deferral period, the respective trusts will likewise suspend
the declaration and payment of dividends on the trust preferred
securities.  Also during the deferral period, the Company may not,
among other things and with limited exceptions, pay cash dividends
on or repurchase its common stock or preferred stock nor make any
payment on outstanding debt obligations that rank equally with or
junior to the junior subordinated notes.

The Company believes that the suspension of cash dividends on its
preferred and common stock and the deferral of interest payments
on the junior subordinated notes will preserve approximately
$1.8 million per quarter (compared with the continuing level of
dividend and interest payments), thereby enhancing liquidity and
the Company's ability to bolster Integra Bank's capital ratios.
The decision to defer payment of dividends and interest is in line
with guidance issued by the Federal Reserve in February 2009, as
revised in March 2009 (SR-09-4) related to payment of dividends on
common and preferred stock, as well as interest on the
subordinated notes underlying trust preferred securities.

Headquartered in Evansville, Indiana, Integra Bank Corporation --
http://www.integrabank.com/-- is the parent of Integra Bank N.A.
As of September 30, 2009, Integra Bank has $3.3 billion in total
assets and operates 74 banking centers and 122 ATMs at locations
in Indiana, Kentucky, Illinois and Ohio.


INTELSAT LTD: ProtoStar Creditors Challenge $210M Sale Deal
-----------------------------------------------------------
Law360 reports that ProtoStar Ltd.'s creditors are objecting to
the Debtor's proposed $210 million asset sale to Intelsat
Subsidiary Holding Co., arguing that ProtoStar passed up a better
bid from Eutelsat America Corp.

As reported by the TCR on Nov. 2, 2009, Intelsat, Ltd. was
selected as the successful bidder in the 29 October public auction
for the ProtoStar 1 satellite with a $210 million, all cash offer.
Upon conclusion of the transaction, the satellite will be re-named
Intelsat 25 and will join Intelsat's global fleet, serving with
the company's other assets in the Atlantic Ocean region.

The satellite, built by Space Systems Loral, has 22 Ku-band and 38
C-band transponders.  Upon its launch in July 2008, the satellite
was expected to have a 16-year life span.

Intelsat said the transaction is subject to certain regulatory and
bankruptcy court approvals, and is expected to close within the
next 30 days.

                          About ProtoStar

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.

                           About Intelsat

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- is the largest fixed satellite
service operator in the world and is owned by Apollo Management,
Apax Partners, Madison Dearborn, and Permira.  The company has a
sales office in Brazil.

Intelsat Ltd.'s June 30 balance sheet showed total assets of
US$12.05 billion, total debts of US$12.77 billion and
stockholders' deficit of US$722.3 million.

                           *     *     *

As reported in the Troubled Company Reporter on February 6, 2009,
Moody's Investors Service assigned a B3 rating to Intelsat Ltd.'s
new US$400 million note issue (in the name of Intelsat's indirect,
wholly-owned subsidiary, Intelsat Subsidiary Holding Company,
Ltd.; terms and conditions of the new notes mirror those of an
existing senior unsecured 8.875% note issue that matures
January 15, 2015).  The proceeds will be used to fund a tender
offer for a portion of Intelsat Ltd.'s 7.625% notes due 2012 and
its 6.5% notes due 2013.


IPCS INC: September 30 Balance Sheet Upside-Down by $33 Million
---------------------------------------------------------------
At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

On November 3, 2009, iPCS, Inc., reported financial and
operational results for its third quarter ended September 30,
2009.

The Company reported net income of $2.7 million on total revenue
of $141.4 million for the three months ended September 30, 2009,
compared with a net loss of $7.5 million on total revenue of
$132.1 million in the corresponding period of 2008.

Included in general and administrative expenses for the current
year third quarter is approximately $3.0 million in Sprint-related
litigation expenses.  Included in G&A expenses for the prior year
quarter is approximately $5.3 million in Sprint-related litigation
expenses.

For the nine months ended September 30, 2009, the Company reported
net income of $15.8 million on total revenue of $417.7 million,
compared with a net loss of $9.7 million on total revenue of
$387.1 million in the corresponding period of 2008.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?4892

                     Sources and Uses of Cash

The Company generated $57.8 million in net cash flows from
operating activities for the nine months ended September 30, 2009,
compared to $44.1 million for the nine months ended September 30,
2008, an increase of $13.7 million.  Excluding changes in working
capital, operating activities provided $68.8 million of cash for
the nine months ended September 30, 2009, compared to
$52.9 million of cash for the nine months ended September 30,
2008., generally reflecting increased earnings from the Company's
larger subscriber base and cash received related to the settlement
of 2008 disputes with Sprint, offset by a decrease in the
Company's roaming margin.

Cash flows used for investing activities for the nine months ended
September 30, 2009, included $27.9 million for capital
expenditures.  Included in this total was $24.8 million for new
cell site construction and other network-related capital
expenditures.

During the nine months ended September 30, 2009, the Company
purchased 658,863 shares of its common stock at an average price
of $13.69 per share for approximately $9.0 million, of which
approximately $8.8 million had been settled in cash as of
September 30, 2009.  As of September 30, 2009, approximately
$6.0 million remained available under the Company's stock
repurchase program.

                       Subscriber Activity

Subscriber activity for the quarter were:

  -- Gross additions of approximately 68,300 compared to 72,200
     for the prior year quarter.

  -- Net additions of approximately 9,900 compared to 20,400 for
     the prior year quarter.

  -- Monthly churn, net of 30 day deactivations, of approximately
     2.4%, compared to 2.3% for the prior year quarter.

  -- Ending subscribers of approximately 720,100 compared to
     674,400 for the prior year quarter.

               Merger Agreement with Sprint Nextel

As previously disclosed, on October 18, 2009, the Company, Sprint
Nextel Corporation and Ireland Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Sprint Nextel,
entered into an Agreement and Plan of Merger.

Pursuant to the merger agreement, among other things, on
October 28, 2009, the purchaser commenced a tender offer to
acquire all of the Company's outstanding shares of common stock,
par value $0.01 per share, at a price of $24.00 per share in cash,
subject to required withholding taxes and without interest.  The
merger agreement also provides that following the consummation of
the offer, the purchaser will be merged with and into the Company
with the Company surviving the merger as a wholly owned subsidiary
of the parent.

                         About iPCS, Inc.

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

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

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


JALAL NEISHABOURI: Gas Explosion Prompts Chapter 11 Filing
----------------------------------------------------------
Jalal Neishabouri filed for bankruptcy under Chapter 11 after a
natural gas explosion in March, which destroyed half a city block,
according to greatfallstribune.com.

The report, citing court documents, owes between $10 million and
$50 million to up to 50 creditors.

Jalal Neishabouri owns Rocky Mountain Rug Gallery, which supplies
hand-woven Persian and other oriental rugs in the Northern Rocky
Mountains.


JAMES NASHMAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: James A. Nashman
           dba James Allan Nashman
        350 Neptunes Bight
        Naples, FL 34103

Bankruptcy Case No.: 09-25390

Chapter 11 Petition Date: November 3, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Steven M. Berman, Esq.
                  Hugo S. deBeaubien
                  Shumaker, Loop & Kendrick, LLP
                  101 E. Kennedy Blvd., Suite 2800
                  Tampa, FL 33602
                  Tel: (813) 229-7600
                  Fax: (813) 229-1660
                  Email: sberman@slk-law.com

Estimated Assets: _________

Estimated Debts:  _________

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

The petition was signed by Mr. Nashman.


KINGWOOD LLC: Sec. 341 Meeting Set for December 1
-------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Kingwood,
LLC's creditors on December 1, 2009, at 10:00 a.m. at Hearing Room
362, Atlanta.

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

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

Clayton, Georgia-based Kingwood, LLC, filed for Chapter 11
bankruptcy protection on October 28, 2009 (Bankr. N.D. Ga. Case
No. 09-24559).  George M. Geeslin, Esq., who has an office in
Atlanta, Georgia, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


JOE GIBSON'S: Bankruptcy Court Will Hear Insurance Dispute
----------------------------------------------------------
WestLaw reports that matters presented in an adversary proceeding
brought by a Chapter 11 debtor against its insurer, alleging that
the insurer failed to honor its obligations under the debtor's
umbrella insurance policy when it denied coverage for claims
related to "consumer claimants" who had purchased motor vehicles
from the debtor, were "core" matters.  Although the adversary
proceeding began with prepetition facts and contracts that were
independent of the bankruptcy, it had since evolved to include
essential postpetition events and law unique to the Bankruptcy
Code and the adjustment of the debtor-creditor relationships by
the plan confirmation process.  In re Joe Gibson's Auto World,
Inc., --- B.R. ----, 2009 WL 3193155 (Bankr. D. S.C.).

Joe Gibson's Auto World, Inc., and Joe Gibson Automotive, Inc.,
filed separate voluntary petitions under Chapter 11 on July 16,
2008 (Bankr. D. S.C. Case Nos. 08-04215 and 08-04216).  G. William
McCarthy, Jr., Esq., represents the Debtors.  When Joe Gibson's
Auto World, Inc., filed for protection from its creditors, it
listed assets of between $1,000,0000 and $10,000,000, and debts
of between $10,000,0000 and $50,000,000.  Local press reports
indicated that Mitsubishi hauled its cars away in September 2008,
and the Bankruptcy Court approved a sale of the Debtors' Suzuki
assets for about $2 million in Oct. 2008.


LAMBERT PROPERTIES: Meeting of Creditors Slated for November 24
---------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Southern District of
Alabama will convene a meeting of creditors in Lambert Properties,
LLC's Chapter 11 case on Nov. 24, 2009, at 2:00 p.m.  The meeting
will be held at the Meeting Room, 182 St. Francis Street, 3rd
Floor, Mobile, Alabama.

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

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

Loxley, Alabama-based Lambert Properties, LLC, operates a real
estate business.  The Company filed for Chapter 11 on Oct. 27,
2009 (Bankr. Case S.D. Ala. No. 09-14987).  Barry A. Friedman,
Esq. at Barry A. Friedman and Associates P.C., represents the
Debtor in its restructuring effort.  In its petition, the Debtor
listed assets and debts both ranging from $1,000,001 to
$10,000,000.


LAMBERT PROPERTIES: Regions Bank Wants Chapter 11 Case Dismissed
----------------------------------------------------------------
Regions Bank, a creditor and party-in-interest in the Chapter 11
case of Lambert Properties, LLC, asks the U.S. Bankruptcy Court
for the Southern District of Alabama to dismiss the Debtor's
bankruptcy case.

Regions extended a loan to the Debtor which was secured by
mortgages in certain property located in Baldwin County, Alabama.
Each of the mortgages contains provisions granting Regions the
power of sale to foreclose the Mortgage.

Regions Bank relate that:

   -- the Debtor's bankruptcy was filed in bad faith and must be
      dismissed;

   -- it is entitled to relief from the automatic stay since the
      Debtor has no equity in the property and bankruptcy involves
      a single asset real estate.

Loxley, Alabama-based Lambert Properties, LLC, operates a real
estate business.  The Company filed for Chapter 11 on Oct. 27,
2009 (Bankr. Case S.D. Ala. No. 09-14987).  Barry A. Friedman,
Esq., at Barry A. Friedman and Associates P.C., represents the
Debtor in its restructuring effort.  The Debtor did not file a
list of its 20 largest unsecured creditors when it filed its
petition.  In its petition, the Debtor listed assets and debts
both ranging from $1,000,001 to $10,000,000.


LANGUAGE LINE: Moody's Upgrades Corporate Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Language Line to Ba3 from B1.  This rating action concludes a
rating review for possible upgrade initiated on October 13, 2009.
The rating action follows the closing of Language Line's new
$575 million secured credit facility.  At the same time, Moody's
upgraded the Speculative Grade Liquidity rating to SGL-1 from SGL-
2 and affirmed the B1 Probability of Default Rating and the Ba3
rating on the new credit facility.  The rating outlook is stable.

The upgrade of the CFR reflects (i) an improved debt maturity
profile after the refinancing (ii) significant interest savings
and improved credit metrics pro forma for the refinancing and the
addition of the Coto assets and stock of the UK business to the
collateral pool (iii) strong revenue and profit growth in the
first half of 2009 and (iv) solid growth prospects over the medium
term.  On a pro forma basis for the refinancing, credit metrics
are solid for the Ba3 rating category.

Language Line's ratings benefit from the company's leading market
position in the OPI segment, favorable regulatory and demographic
trends and a broad customer base.  The ratings are constrained by
the relatively small size of the issuer's revenue base compared to
other similarly rated service companies, the potential for larger
competitors to enter the growing OPI market and the potential for
more aggressive financial policies by the private equity sponsor
to realize a return on its investment.

Language Line, LLC, and Coto Acquisition LLC are co-borrowers
under the new $575 million credit facility.  Language Line, LLC,
is a wholly owned subsidiary of Language Line, Inc., which in turn
is wholly owned by Language Line Holdings, Inc. Language Line
Holdings, LLC (the ultimate parent company of Language Line LLC,
Coto Acquisition LLC and a UK-based language translation
subsidiary) is a guarantor of the facility.  Upon the closing of
the refinancing, the CFR, PDR, and SGL rating was transferred from
Language Line Holdings, Inc., to Language Line Holdings, LLC.

The $575 million facility is comprised of a $525 million senior
secured term loan and a $50 million secured revolving credit
facility.  The net proceeds from the $525 million term loan were
used to (i) repay the existing secured term loan of Language Line,
Inc., and certain indebtedness of affiliates, (ii) deposit funds
with the paying agent in connection with the irrevocable notice of
redemption related to the subordinated notes of Language Line,
Inc., and the senior discount notes of Language Line Holdings,
Inc., and (iii) to pay related fees and expenses.  The $50 million
revolver was undrawn at closing.

Moody's upgraded these ratings (ratings transferred from Language
Line Holdings, Inc., to Language Line Holdings, LLC)

* Corporate Family Rating, to Ba3 from B1
* Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

Moody's affirmed these ratings:

* $50 million senior secured revolver due 2014, Ba3 (LGD 3, 34%)

* $525 million senior secured term loan B due 2015, Ba3 (LGD 3,
   34%)

* Probability of Default Rating, B1 (rating transferred from

Language Line Holdings, Inc. to Language Line Holdings, LLC)

Moody's withdrew these ratings:

* $40 million senior secured revolver due 2010, Ba1 (LGD 2, 18%)

* $187 million senior secured term loan due 2011, Ba1 (LGD 2, 18%)

* $165 million 11.125% senior subordinated notes due 2012, B2 (LGD
  4, 64%)

* $109 million 14.125% senior discount notes due 2013, B3 (LGD 6,
  90%)

The last rating action on Language Line was on October 13, 2009,
when Moody's assigned a Ba3 rating to the proposed $575 million
credit facility of Language Line, LLC, and its co-borrower and
placed the B1 Corporate Family Rating on review for a possible
upgrade.

Headquartered in Monterey, California, Language Line Holdings,
LLC, provides over-the-phone interpretation services from English
into more than 170 different languages.  The company is controlled
by ABRY Partners, LLC, and reported revenues of over $300 million
in the twelve month period ending June 30, 2009.


LAS VEGAS SANDS: Bank Debt Trades at 20.1% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 79.90 cents-
on-the-dollar during the week ended Friday, Nov. 6, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.27
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Nov. 6,
among the 172 loans with five or more bids.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


LAUREATE EDUCATION: Bank Debt Trades at 11% Off
-----------------------------------------------
Participations in a syndicated loan under which Laureate
Education, Inc., is a borrower traded in the secondary market at
89.40 cents-on-the-dollar during the week ended Friday, Nov. 6,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.35 percentage points from the previous week, The Journal
relates.  The loan matures on Aug. 17, 2014.  The Company pays 325
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B1 rating and Standard & Poor's B rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Nov. 6, among the 172 loans with five or more bids.

Laureate Education, Inc., is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with 26 institutions in 15
countries, offering academic programs to about 311,000 students
through 74 campuses and online delivery.  Laureate offers a broad
range of career-oriented undergraduate and graduate programs
through campus-based universities located in Latin America,
Europe, and Asia.  Through online universities, Laureate offers
the growing population of non-traditional, working-adult students
the convenience and flexibility of distance learning to pursue
undergraduate, master's and doctorate degree programs in major
career fields including engineering, education, business, and
healthcare.  Laureate had revenues of approximately $1.4 billion
in fiscal 2007.


LEAP WIRELESS: Expands Board with Appointment of 3 New Members
--------------------------------------------------------------
Leap Wireless International, Inc., said John H. Chapple, Ronald J.
Kramer and William A. Roper, Jr., have been appointed to the
company's board of directors, effective November 2, 2009.  The
addition of these new directors brings the number of Leap board
members to eight.

Mr. Chapple is president of Hawkeye Investments LLC, a privately
owned equity firm investing primarily in telecommunications and
real estate ventures, and is the former president, chief executive
officer and chairman of Nextel Partners.  Mr. Kramer is chief
executive officer of Griffon Corporation, a diversified holding
company, and was previously president of Wynn Resorts, Ltd. Mr.
Roper is president of Roper Capital Company, a privately-owned
equity firm and is the former president and chief executive
officer of VeriSign, Inc.

"We are pleased with the addition of our new directors, all of
whom bring a significant breadth of experience and strong
operating and strategic perspectives that we believe will benefit
the company and its shareholders," said Doug Hutcheson, Leap's
president and chief executive officer and a member of Leap's board
of directors.

Mark Rachesky, the chairman of Leap's board, added, "We look
forward to working closely with the new directors as we continue
to work to grow Leap's business and build shareholder value."

   (A) John H. Chapple

Mr. Chapple, 56, has served as president of Hawkeye Investments
LLC, a privately-owned equity firm investing primarily in
telecommunications and real estate ventures, since October 2006.
Prior to forming Hawkeye, Mr. Chapple served as president, chief
executive officer and chairman of Nextel Partners and its
subsidiaries from August 1998 to June 2006, when the company was
purchased by Sprint Communications.  From 1995 to 1997, Mr.
Chapple was the president and chief operating officer of Orca Bay
Sports and Entertainment, owner and operator of the Vancouver
Canucks as well as the General Motors Place sports arena in
Vancouver, B.C.  From 1988 to 1995, he served as executive vice
president of operations of McCaw Cellular Communications, and
subsequently AT&T Wireless Services following the merger of those
companies.  Mr. Chapple serves as a trustee and chairman of
Syracuse University's Board of Trustees and is a member of the
boards of directors of Yahoo! Inc. (NASDAQ: YHOO), Cbeyond, Inc.
(NASDAQ: CBEY), SeaMobile Enterprises and Telesphere Networks Ltd.
Mr. Chapple holds a B.A. in political science from Syracuse
University and completed Harvard University's Advanced Management
Program.

   (B) Ronald Kramer

Mr. Kramer, 51, has served as chief executive officer of Griffon
Corporation (NYSE: GFF) since April 2008, as a member of Griffon's
board of directors since 1993 and as vice chairman since November
2003.  From 2002 to March 2008, Mr. Kramer served as president and
director of Wynn Resorts, Ltd., a developer, owner and operator of
hotel and casino resorts.  From 1999 to 2001, Mr. Kramer was a
managing director at Dresdner Kleinwort Wasserstein, an investment
banking firm, and at its predecessor Wasserstein Perella & Co. Mr.
Kramer serves as a member of the boards of directors of Monster
Worldwide, Inc. (NYSE: MWW), Sapphire Industrials Corporation
(AMEX: FYR.UN), Mt. Sinai Children's Center Foundation and the
Undergraduate Executive Board of the Wharton School at the
University of Pennsylvania.  Mr. Kramer holds a B.S. in economics
from the Wharton School of the University of Pennsylvania and an
M.B.A. from New York University.

   (C) William A. Roper, Jr.

Mr. Roper, 63, has served as president of Roper Capital Company, a
privately-owned equity firm, since 2008.  Prior to forming Roper
Capital, Mr. Roper served as president and chief executive officer
of VeriSign, Inc. from May 2007 to June 2008, and as a member of
VeriSign's board of directors from November 2003 to June 2008.
From April 2000 to May 2007, Mr. Roper served as executive vice
president for Science Applications International Corporation, and
as senior vice president and chief financial officer of SAIC from
1990 to 2000.  Mr. Roper serves as a member of the boards of
directors of Armor Designs, Inc. (AIM: ADID), Internet Content
Management, Inc., Regents Bank, N.A., SkinMedica, Inc. and the San
Diego Regional Economic Development Corporation. Mr. Roper also
serves as a member of the National Security Telecommunications
Advisory Committee. Mr. Roper holds a B.A. in mathematics from the
University of Mississippi and a degree in banking from Southern
Methodist University.  Mr. Roper completed the Financial
Management Program at Stanford University.

                    Indemnification Agreements

In connection with the appointment of the new directors, on
November 2, 2009, Leap's Board adopted a new form of
indemnification agreement to be entered into with each of the
Company's officers and directors.  The Indemnification Agreement
supersedes and replaces the previous indemnification agreement
entered into with current directors and officers of the Company.
The Indemnification Agreement supplements and clarifies the
indemnification provided by the Company's certificate of
incorporation and bylaws.  The Indemnification Agreement obligates
the Company to indemnify the Indemnitee to the fullest extent
permitted by applicable law with respect to litigation arising out
of the Indemnitee's service to the Company or to any other entity
to which he provides services at the Company's request, including
litigation by or in the right of the Company, subject to certain
exclusions and procedures set forth therein.  The Indemnification
Agreement also requires the Company to advance expenses incurred
in connection with any such litigation, subject to repayment by
the Indemnitee if it is ultimately determined that the Indemnitee
is not entitled to be indemnified by the Company.

                       $40,000 Retainer Fee

In connection with their appointment to the Board, the new
directors will receive the standard annual cash retainer fee of
$40,000 (which will be pro-rated for their initial partial year of
service).  In addition, the new directors will receive an initial
grant of $200,000 of restricted shares of the Company's common
stock under the Company's 2004 Stock Option, Restricted Stock and
Deferred Stock Unit Plan and will thereafter be entitled to
receive the standard annual award of $100,000 of restricted shares
of the Company's common stock beginning at the Company's 2011
Annual Meeting of Stockholders.

Under the Company's standard vesting for grants to its directors,
the shares underlying the initial grant and any subsequent
additional grants will vest in equal installments on each of the
first, second and third anniversaries of the date of grant and all
unvested shares will vest upon a change in control.  The shares
underlying the initial grants to Messrs. Chapple, Kramer and Roper
will also vest if the director is not nominated for reelection at
the 2010 Annual Meeting of Stockholders.  In addition, if
appointed to a Board committee consisting of independent directors
described below, the directors serving on such committee would
receive additional compensation of up to $100,000 for their
committee service.

Messrs. Chapple, Kramer and Roper are expected to be appointed to
serve on a Board committee consisting of independent directors
that would potentially address matters and transactions, including
strategic transactions, that may arise where review and evaluation
by independent directors is appropriate.

In connection with the appointment of Messrs. Chapple, Kramer and
Roper to the Company's Board, the Company adopted a new standard
form of Indemnification Agreement for officers and directors.  It
intends to enter such agreements with each of Messrs. Chapple,
Kramer and Roper, and each of the Company's current officers and
directors who have entered into the previous form of the
indemnification agreement with the Company.

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

                            *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: Posts $65.4 Million Third Quarter 2009 Net Loss
--------------------------------------------------------------
Leap Wireless International, Inc., reported financial and
operational results for the quarter ended September 30, 2009.
Service revenues for the third quarter increased 25% over the
prior year quarter to $541.3 million.  The Company reported
adjusted operating income before depreciation and amortization of
$121.5 million for the third quarter, up $24 million over the
comparable period of the prior year.  For the quarter, adjusted
OIBDA for the Company's existing business was $175.0 million, an
increase of $28.1 million from the prior year period. This
improvement reflects an approximately 263,000 year-over-year
increase in end-of-period customers in existing markets and the
resulting benefits of scale.  The Company's operating income for
the quarter was $1.4 million, compared to $2.4 million for the
third quarter of 2008.

Net loss for the third quarter was $65.4 million, or $0.85 per
share, compared to a net loss of $47.3 million, or $0.72 per
share, for the comparable period of the prior year.

Capital expenditures during the third quarter of 2009 were
$151.6 million, including capitalized interest.

The Company reported approximately 116,000 net customer additions.
Third quarter net customer additions included approximately
102,000 net voice additions in the Company's expansion markets
(those markets that launched service after December 31, 2007); a
net loss of approximately 83,000 voice customers in the Company's
existing markets (those markets in operation on December 31,
2007); and approximately 97,000 net broadband additions.  Churn
for the quarter was 5.4%.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

"The Company delivered solid financial performance in what is
seasonally our most challenging quarter, as reflected in our 25%
year-over-year growth in adjusted OIBDA and 35% year-over-year
increase in total customers," said Doug Hutcheson, Leap's
president and chief executive officer.  "We also delivered these
results in the midst of an increasingly competitive landscape in
the pre-paid wireless space as well as a turbulent economic
environment, which included rising unemployment and reduced
discretionary income in our key demographic segments.  The
competitive and economic environment contributed to the year-over-
year increase in churn in our existing markets which affected net
customer additions."

Continued Mr. Hutcheson, "During the third quarter, we introduced
a number of new initiatives designed to strengthen our position in
this dynamic and challenging operating environment.  We launched
enhanced service plans, new features and additional coverage that
increased the value Cricket brings to our customers.  In addition,
we significantly broadened our distribution channels with the
launch of our new, all-inclusive Cricket PAYGo(TM) monthly voice
product in 3,500 locations of four of the country's largest mass-
market retailers and announced the launch of Cricket Broadband in
nearly 850 stores of the nation's largest mass retailer under an
exclusive distribution arrangement.  Based on the initial positive
trends we are experiencing, we believe that these actions have
strengthened our competitive position as we move into what we
expect will remain a volatile climate during our traditional
stronger selling season in the fourth and first quarters."

"Despite the challenges of the increasingly competitive operating
environment and sustained economic pressure on our key customer
segments, the strength of our business was again evident in the
third quarter as we realized the benefits of increasing scale and
effective cost management activities," said Walter Berger, Leap's
executive vice president and chief financial officer.  "We believe
that both of these factors are evident in the 25% year-over-year
improvement in adjusted OIBDA and the 42% adjusted OIBDA margins
delivered by our existing business during the quarter. In the
coming quarters, we expect to see significant reductions in the
operating and capital investments we are making to support the
launch and development of our new initiatives.  We believe that
these reductions, together with the operating efficiencies we
expect to realize from growing scale and ongoing productivity
initiatives, will substantially improve the cash flow profile of
the business, moving the business to a levered-free-cash-flow
position early next year and further strengthening our balance
sheet."

"We are updating our business outlook for the fourth quarter of
2009 to reflect our current expectations for customer growth in
the emerging economic and competitive environment," continued Mr.
Berger.  "In the coming quarters, we plan to provide our outlook
regarding our projected financial and operational performance for
future periods, which will reflect the impacts of recently
launched programs and initiatives, including our enhanced service
plans and broadened distribution of our Cricket PAYGo and Cricket
Broadband products.  We believe that our strong balance sheet,
growing cash flows and disciplined focus on cost-management
strongly position us to compete and succeed in the current
competitive environment."

                     Updated Business Outlook

    * Net customer additions for fiscal year 2009 are expected to
      be between approximately 1.05 and 1.3 million, including
      voice and broadband additions in the Company's existing and
      expansion markets. The Company previously estimated that net
      customer additions for fiscal year 2009 would be
      approximately 1.5 million.

    * Adjusted OIBDA for fiscal year 2009 is expected to be
      approximately $500 million.

    * Capital expenditures for fiscal year 2009, excluding
      capitalized interest costs, are expected to be between
      $650 million and $700 million. The Company's projection
      reflects the amount of capital already spent or committed to
      launch and complete the build-out of the Company's recently
      launched markets, capital expenditures required to support
      the ongoing growth and development of the Company's existing
      network in light of projected 2009 customer growth and other
      planned capital projects.

A full-text copy of Leap's earnings release is available at no
charge at http://ResearchArchives.com/t/s?48a4

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

                            *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAR CORP: Ch. 11 Presses Toward Nearly Carefree Finish
-------------------------------------------------------
Law360 reports that a New York City judge approved Lear Corp.'s
plan of reorganization on Thursday in a bankruptcy hearing devoid
of objections save an eleventh-hour letter from one wiped-out
shareholder who did not show up to press the fight.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEAR CORP: Court's Confirmation Order on Amended Plan
-----------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York confirmed Lear Corporation and its
debtor affiliates' First Amended Joint Plan of Reorganization on
November 5, 2009.

The Court held that the Debtors have proposed the Plan in good
faith and not by any means forbidden by law.  According to Judge
Gropper, the Debtors' good faith is evident from the facts and
record of the Chapter 11 Cases, the Disclosure Statement and the
hearing, and the record of the Confirmation Hearing and other
proceedings held in the Chapter 11 cases.

"Today's confirmation is an important milestone for Lear," said
Bob Rossiter, Lear's Chairman, Chief Executive Officer and
President in a statement.  "Thanks to the diligent work of our
employees and the tremendous support we have received from our
customers, suppliers, secured lenders, bondholders and others, we
have moved through the restructuring process expeditiously."

"Upon emergence, we will have substantially lower debt, a strong
and flexible balance sheet and in excess of one billion dollars
in cash," Mr. Rossiter added.  "This capital restructuring,
combined with the significant operational restructuring we have
completed since mid-2005, positions our Company for profitable
growth and long-term success."

Judge Gropper held that the Plan complies with the statutory
requirements under Sections 1129(a) and (b) of the Bankruptcy
Code necessary to confirm their Chapter 11 Joint Plan of
Reorganization:

A. Section 1129(a)(1) requires that the Plan comply with all
  applicable provisions of the Bankruptcy Code, which includes
  compliance with Sections 1122 and 1123, governing
  classification and contents of the Plan.

  Pursuant to sections 1122(a) and 1123(a)(1) of the Bankruptcy
  Code, the Plan provides for the separate classification of
  Claims and Interests into 13 Classes, based on differences in
  the legal nature or priority of the Claims and Interests.  The
  creation of the Classes does not unfairly discriminate between
  or among Holders of Claims or Interests.

  The Plan specifies that Claims in Classes 1A, 2A, 4A, 1B, 2B
  and 3B and Holders of Interests in Classes 8A-2 and 4B are
  Unimpaired under the Plan.  Additionally, the Plan specifies
  that Administrative Claims and Priority Tax Claims are
  Unimpaired, although these Claims are not classified under the
  Plan.  Accordingly, the requirements of section 1123(a)(2) of
  the Bankruptcy Code have been satisfied.

  The Plan specifies the treatment of each Impaired Class under
  the Plan, including Classes 3A, 5A, 6A and 7A and Holders of
  Equity Interests in Class 8A-1.  Accordingly, the requirements
  of section 1123(a)(3) of the Bankruptcy Code have been
  satisfied.

  Pursuant to section 1123(a)(4) of the Bankruptcy Code, the
  Plan uniformly provides for the same treatment of each Claim
  or Interest in a particular Class, as the case may be,
  unless the Holder of a particular Claim or Interest has agreed
  to a less favorable treatment with respect to the Claim or
  Interest.  Accordingly, the requirements of section 1123(a)(4)
  of the Bankruptcy Code have been satisfied.

  Pursuant to section 1123(a)(5) of the Bankruptcy Code, the
  Plan specifically provide, in detail, adequate and proper
  means for the Plan's implementation.  Moreover, as set forth
  in the Confirmation Papers, the Reorganized Debtors will have,
  immediately upon the Effective Date, sufficient Cash to make
  all payments required to be made on or around the Effective
  Date pursuant to the terms of the Plan.  Accordingly, the
  requirements of section 1123(a)(5) of the Bankruptcy Code have
  been satisfied.

  The Amended and Restated Certificate of Incorporation of
  Reorganized Lear Corporation, prohibits the issuance of non-
  voting equity securities to the extent prohibited by
  section 1123(a)(6) of the Bankruptcy Code, thereby satisfying
  section 1123(a)(6).

  The identity and affiliations of the members of the New Board
  of Reorganized Lear Corporation are listed in the Plan
  Supplement or have been identified at the Confirmation
  Hearing.  The senior management of the Reorganized Debtors
  will be the same senior management that existed for the
  Debtors as of the Effective Date.  The selection of the New
  Board and the officers of Reorganized Lear Corporation was, is
  and will be consistent with the interests of Holders of Claims
  and Interests and public policy.  Accordingly, the
  requirements of section 1123(a)(7) of the Bankruptcy Code have
  been satisfied.

  The Plan contains various provisions that may be construed as
  discretionary, but are not required for Confirmation under the
  Bankruptcy Code.  The discretionary provisions comply with
  section 1123(b) of the Bankruptcy Code and are not
  inconsistent with the applicable provisions of the Bankruptcy
  Code.  Thus, section 1123(b) of the Bankruptcy Code is
  satisfied.

  Pursuant to sections 1123(b)(1) and 1123(b)(2) of the
  Bankruptcy Code, the Plan provides that the Plan impairs or
  leaves unimpaired, as the case may be, each Class of Claims
  and Interests, and the Plan provides for the assumption or
  rejection of the Debtors' Executory Contracts and Unexpired
  Leases not previously assumed or rejected pursuant to section
  365 of the Bankruptcy Code and appropriate authorizing orders
  of the Court.

  In satisfaction of Section 1123(b)(3) of the Bankruptcy Code:

  * the provisions of the Plan constitute a good faith
    compromise of all Claims, Interests and controversies
    relating to the contractual, legal and subordination rights
    that a Holder of a Claim or Interest may have with respect
    to any Allowed Claim or Interest, or any distribution to be
    made on account of the Allowed Claim or Interest.  The
    compromise or settlement is in the best interests of the
    Debtors, their Estates and Holders of Claims and Interests
    and is fair, equitable and reasonable.

  * The Debtor Release described in the Plan is an integral part
    of the Plan and represents a valid exercise of the Debtors'
    business judgment.

  * The exculpation provisions set forth in the Plan are
    essential to the Plan.  The record in the Chapter 11 Cases
    fully supports the exculpation, and the exculpation
    provisions set forth in the Plan are appropriately tailored
    to protect the Exculpated Parties from inappropriate
    litigation.

  * The injunction provisions set forth in the Plan are
    essential to the Plan and are necessary to preserve and
    enforce the Debtor Releases, the Third Party Releases and
    the exculpation provisions in the Plan, and are narrowly
    tailored to achieve that purpose.

  * The Third Party Release and the injunction and exculpation
    provisions set forth in the Plan: (a) are within the
    jurisdiction of the Court under 28 U.S.C. Sections 1334(a),
    1334(b), and 1334(d); (b) are an essential means of
    implementing the Plan pursuant to section 1123(a)(6) of the
    Bankruptcy Code; (c) are an integral element of the
    Transactions incorporated into the Plan; (d) confer material
    benefits on, and are in the best interests of, the Debtors,
    the Estates and their creditors; (e) are important to the
    overall objectives of the Plan to finally resolve all Claims
    among or against the parties-in-interest in the Chapter 11
    Cases with respect to the Debtors; and (f) are consistent
    with sections 105, 1123 and 1129 of the Bankruptcy Code,
    other provisions of the Bankruptcy Code and other applicable
    law.

  * The Plan appropriately provides for the preservation by the
    Debtors of the Causes of Action in accordance with section
    1123(b)(3)(B) of the Bankruptcy Code; provided, however,
    that, notwithstanding anything to the contrary in the Plan,
    the Confirmation Order or otherwise, upon the Effective
    Date, the Debtors specifically waive the right to bring any
    Avoidance Actions.  The provisions regarding Causes of
    Action in the Plan are appropriate and are in the best
    interests of the Debtors, the Estates and Holders of Claims
    and Interests.

B. The Debtors, as proponents of the Plan, have complied with all
   applicable provisions of the Bankruptcy Code as required by
   Section 1129(a)(2) of the Bankruptcy Code, including Sections
   1122, 1123, 1124, 1125, 1126 and 1128 of the Bankruptcy Code
   and Bankruptcy Rules 3017, 3018 and 3019.  The Debtors and
   their members, officers, directors, employees, advisors,
   attorneys and agents have:

   * solicited and tabulated votes to accept or reject the Plan
     after the Disclosure Statement was approved.

   * participated in the activities described in section 1125 of
     the Bankruptcy Code fairly, in good faith.

   * participated in good faith and in compliance with the
     applicable provisions of the Bankruptcy Code with regard to
     the offering, issuance and distribution of recoveries under
     the Plan.

C. The Debtors have proposed the Plan in good faith and not by
  any means forbidden by law.  In determining that the Plan has
  been proposed in good faith, the Court has examined the
  totality of the circumstances surrounding the filing of the
  Chapter 11 Cases, the Plan itself and the process leading to
  its formulation.  The Debtors' good faith is evident from the
  facts and record of the Chapter 11 Cases, the Disclosure
  Statement and the hearing thereon, and the record of the
  Confirmation Hearing and other proceedings held in the
  Chapter 11 Cases, the Court held.  The Plan is the product of
  arm's-length negotiations between, among others, the Debtors,
  the Official Committee of Unsecured Creditors, the
  Prepetition Administrative Agent and the other Prepetition
  Credit Agreement Lenders party to the Lender Plan Support
  Agreement, the Noteholder Steering Committee and the other
  Holders of Unsecured Note Claims party to the Noteholder Plan
  Support Agreement.  The Plan itself and the process leading
  to its formulation provide independent evidence of the
  Debtors' good faith, serve the public interest and assure
  Fair treatment of Holders of Claims and Interests.
  Consistent with the overriding purpose of Chapter 11, the
  Chapter 11 Cases were filed, and the Plan was proposed, with
  the legitimate purpose of allowing the Debtors to reorganize
  and emerge from Chapter 11 with a capital structure that will
  allow them to satisfy their obligations with sufficient
  liquidity and capital resources.  Accordingly, the
  requirements of section 1129(a)(3) of the Bankruptcy Code are
  satisfied.

D. The procedures set forth in the Plan for the Court's review
  and ultimate determination of the fees and expenses to be
  paid by the Debtors in connection with the Chapter 11 Cases,
  or in connection with the Plan and incident to the Chapter 11
  Cases, satisfy the objectives of and are in compliance with
  Section 1129(a)(4) of the Bankruptcy Code.  Accordingly, the
  requirements of Section 1129(a)(4) of the Bankruptcy Code are
  satisfied, and the condition to effectiveness of the Debtors'
  Key Management Incentive Plan and Management Equity Plan is
  satisfied.

E. The Plan complies with the requirements of Section 1129(a)(5)
  of the Bankruptcy Code because, in the Disclosure Statement,
  the Plan and the Plan Supplement, the Debtors have disclosed
  (a) the identity, affiliations and committee designations of
  each proposed director, the identity of the senior
  management of the Reorganized Debtors and the manner in
  which additional officers and directors of Reorganized
  Debtors will be chosen after Confirmation and (b) the
  identity of and nature of any compensation for any insider
  who will be employed or retained by the Reorganized Debtors.

F. The Plan does not contain any rate changes subject to the
  jurisdiction of any governmental regulatory commission and
  therefore will not require governmental regulatory approval.
  Therefore, Section 1129(a)(6) of the Bankruptcy Code is
  inapplicable to the Chapter 11 Cases.

G. The liquidation analysis and the other evidence in support of
  the Plan that was proffered or adduced at or prior to, or in
  declarations in connection with, the Confirmation Hearing:
  (a) are reasonable, persuasive, credible and accurate as of
  the dates the analysis or evidence was prepared, presented
  or proffered; (b) utilize reasonable and appropriate
  methodologies and assumptions; (c) have not been controverted
  by other evidence; and (d) establish that, as of the
  Effective Date, under the Plan, Holders of Allowed Claims or
  Interests in every Class will recover property on account of
  those Claims or Interests equal to or greater than the amount
  those Holders would receive if the Debtors were liquidated on
  the Effective Date under chapter 7 of the Bankruptcy Code.

H. Claims in Classes 1A, 2A, 4A, 1B, 2B and 3B and Interests in
  Classes 8A-2 and 4B are Unimpaired Claims or Interests that
  are conclusively presumed to have accepted the Plan under
  Section 1126(f) of the Bankruptcy Code.  Because the Plan has
  not been accepted by the Deemed Rejecting Classes, the
  Debtors seek Confirmation under Section 1129(b), rather than
  Section 1129(a)(8), of the Bankruptcy Code.  Thus, although
  Section 1129(a)(8) of the Bankruptcy Code has not been
  satisfied with respect to the Deemed Rejecting Classes, the
  Plan is confirmable because the Plan does not discriminate
  unfairly with respect to the Deemed Rejecting Classes, is
  fair and equitable with respect to the Deemed Rejecting
  Classes and, thus, satisfies Section 1129(b) of the
  Bankruptcy Code with respect to those Classes.  As a result,
  the requirements of section 1129(b) of the Bankruptcy Code
  are satisfied.

I. The treatment of Allowed Administrative Claims, DIP Facility
  Claims and Allowed Priority Tax Claims satisfies the
  requirements of, and complies in all respects with, Section
  1129(a)(9) of the Bankruptcy Code.  Accordingly, the
  requirements of section 1129(a)(9) of the Bankruptcy Code are
  satisfied.

J. All of the Voting Classes voted to accept the Plan.
  Specifically, the requisite majorities of Holders of Claims
  in Classes 3A, 5A and 6A voted to accept the Plan.  Thus,
  there is at least one Class of Claims that is Impaired under
  the Plan and has accepted the Plan, determined without
  including any acceptance of the Plan by any insider.
  Accordingly, the requirements of section 1129(a)(10) of the
  Bankruptcy Code have been satisfied.

K. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code.
  The evidence supporting the Plan proffered or adduced by the
  Debtors at, prior to or in declarations filed in connection
  with the Confirmation Hearing: (a) is reasonable, persuasive,
  credible and accurate as of the dates the analysis or evidence
  was prepared, presented or proffered; (b) utilizes reasonable
  and appropriate methodologies and assumptions; (c) has not
  been controverted by other evidence; (d) establishes that the
  Plan is feasible and Confirmation of the Plan is not likely to
  be followed by the liquidation or the need for further
  financial reorganization of the Reorganized Debtors or any
  successor to the Reorganized Debtors under the Plan; and (e)
  establishes that the Reorganized Debtors will have sufficient
  funds available to  meet their obligations under the Plan.

L. The Plan provides that all fees payable pursuant to Section
  1930 of the United States Judicial Code, as determined by
  the Court at a hearing pursuant to Section 1128 of the
  Bankruptcy Code, will be paid for each quarter until the
  earliest of the Chapter 11 Cases' being converted, dismissed
  or closed.  Accordingly, the requirements of Section 1129(a)
  (12) of the Bankruptcy Code have been satisfied.

M. Section 1129(a)(13) of the Bankruptcy Code requires a plan to
  provide for "retiree benefits" at levels established pursuant
  to Section 1114 of the Bankruptcy Code.  The Plan provides
  that, on and after the Effective Date, the Reorganized
  Debtors' obligations, if any, to pay all retiree benefits
  will continue.  Accordingly, the requirements of Section
  1129(a)(13) of the Bankruptcy Code have been satisfied.

N. In the ordinary course of their businesses, the Debtors
  did not have obligations with respect to domestic support.
  Accordingly, Section ll29(a)(14) is inapplicable in the
  Debtors' Chapter 1l Cases.

O. None of the Debtors is an "individual," and accordingly,
  Section 1129(a)(15) is inapplicable to the Plan.

P. The Debtors are each a moneyed, business, or commercial
  corporation, and thus, Section 1129(a)(16) is inapplicable
  in the Chapter 11 cases.

Lear expects the Plan of Reorganization to become effective on
November 9, 2009.  However, Lear Corp. Senior Vice President and
Chief Financial Officer Matthew J. Simoncini says that the
consummation of the Plan is subject to certain conditions that
the Debtors must satisfy prior to the Effective Date, including:

  (a) contemporaneous effectiveness of an alternative exit
      financing facility that repays the DIP Facility in cash in
      full on the Effective Date; and

  (b) there will have been no modification or stay of the
      Confirmation or entry of other court order prohibiting the
      consummation of the transactions contemplated by the Plan.

In addition, the Debtors must perform various other
administrative actions in conjunction with emergence from Chapter
11.

"There can be no assurance that the Debtors will satisfy these
conditions, complete such required actions and emerge from
Chapter 11 within the Debtors' anticipated timeframe or at all,"
Mr. Simoncini disclosed with the Securities and Exchange
Commission.

                      Objections Resolved

Lear's Plan faced no substantial objections, according to Judge
Gropper.  While the plan was "not sweet for stockholders" in the
old company, whose shares were canceled, it included adequate
information about how Lear would reorganize, the judge said,
reports Bloomberg News.

Judge Gropper added that he received a letter last night from a
shareholder seeking to object to the plan.  However, the judge
said provisions wiping out the old stock and paying management
bonuses were disclosed from the start of the case, notes the
report.

"I understand the concern of the small shareholders," Judge
Gropper said.  "But we are certainly not going to delay
confirmation.  It's extremely important that the company will
move forward."

All objections, reservations of rights, statements or joinders to
Confirmation have been withdrawn, waived, settled or otherwise
resolved prior to entry of the Confirmation Order or otherwise
resolved as stated on the record of the Confirmation Hearing.

                      Hudson Plaintiffs

The Confirmation Order provides that with respect to the
plaintiffs in that certain action styled Hudson v. Renosol
Seating, LLC, No. 08-900180 (Al. Cir. Ct., Dallas County), any
Claims of the Hudson Plaintiffs on account of the Hudson
Litigation will survive confirmation, and the Hudson Plaintiffs
will be entitled to liquidate the Claims to final judgment in the
Hudson Litigation and will further be entitled to recover any
amounts against any applicable available insurance for these
Claims.  No distributions under the Plan will be made on account
of a Claim based on the Hudson Litigation that is payable
pursuant to any applicable insurance policies until the Hudson
Plaintiffs have policies.  Except as otherwise provided in the
Plan, distributions to the Hudson Plaintiffs will be in
accordance with the provisions of any applicable insurance
policy.  Nothing contained in the Plan will constitute or be
deemed a waiver of any cause of action related to the Hudson
Litigation that the Debtors, the Reorganized Debtors or any
entity may hold against any other entity, including insurers
under any policies of insurance, nor will anything contained in
the Plan constitute or be deemed a waiver by the insurers of any
defenses, including coverage defenses, with respect to the Hudson
Litigation.

                      Insurance Programs

Notwithstanding anything to the contrary in the Disclosure
Statement, Plan, any exhibit to the Plan, any other Plan document
or the Confirmation Order,

  (a) the Debtors and the Reorganized Debtors: (i) will assume
      the ACE Insurance Program and any insurance policies or
      programs maintained with Zurich American Insurance Company
      and its affiliates on the Effective Date; and (ii) will
      cure the ACE-Related Cure in accordance with the Plan and
      will pay any cure amount related to or payable under the
      Zurich Insurance Program; provided, however, that
      Reorganized Debtors will remain liable for any Claim under
      the Insurance Programs that becomes liquidated or is due
      and owing after the time of assumption -- regardless of
      when the underlying cause of action or claim arose -- and
      will pay the Claim in the ordinary course of business;

  (b) as of the Effective Date, the Reorganized Debtors are
      bound by the terms of the Insurance Programs and will be
      liable for all of the Debtors' obligations and
      liabilities, whether now existing or hereafter arising,
      under the Insurance Programs including, without
      limitation, the ACE-Related Cure and the Zurich-Related
      Cure and the duty to continue to provide collateral and
      security as required by the Insurance Programs;

  (c) except as otherwise provided regarding the ACE-Related
      Cure and the Zurich-Related Cure, the Claims of ACE
      Companies and of Zurich pursuant to the Insurance Programs
      arising after the Petition Date will be Administrative
      Claims that (i) are Allowed; provided, however, that
      nothing limits the ability of any applicable Debtor or
      Reorganized Debtor to contest any Administrative Claim on
      any basis provided for under the Insurance Programs,
      applicable law or any other valid grounds and (ii) the ACE
      Companies' and Zurich's Administrative Claims that are not
      contested will be due and payable in the ordinary course
      of business by the Debtors -- or after the Effective Date,
      by the Reorganized Debtors --  pursuant to the Insurance
      Programs, and the ACE Companies and Zurich will not be
      required to file or serve a request for payment of the
      Administrative Claims and will not be subject to any bar
      date or similar deadline; and

  (d) nothing in the Plan, the Confirmation Order, any exhibit
      to the Plan or any other Plan document, (i) will in any
      way operate to, or have the effect of, impairing ACE
      Companies' or Zurich's legal, equitable or contractual
      rights and defenses with respect to the Insurance
      Programs, in any respect, including without limitation,
      the ACE Companies' or Zurich's rights of recoupment, set-
      off, rescission, contribution and subrogation and the
      rights of ACE Companies or Zurich to contest or litigate
      with any party -- including, without limitation, the
      Debtors and Reorganized Debtors -- the existence, primacy
      or scope of available coverage under any alleged
      applicable policy; (ii) alters the rights and obligations
      of the ACE Companies, Zurich or the Debtors under the
      Insurance Programs and applicable non-bankruptcy law; or
      (iii) discharges, releases or relieves the Debtors from
      any obligations or liabilities due and owing to the ACE
      Companies or Zurich under the Insurance Programs; provided
      that, notwithstanding anything to the contrary, to the
      extent the Debtors' obligations to any third party are
      released, relieved or discharged under the Plan or
      otherwise, the Debtors will not maintain any liability on
      account of the obligations to any party other than to the
      ACE Companies or Zurich with respect to the Debtors'
      obligations under the Insurance Programs.

           International Automotive Components

The assumption or rejection of the agreements between the Debtors
and IACNA Investor, LLC, International Automotive Components
Group North America, LLC and International Automotive Components
Group North America, Inc. is reserved for a later hearing, if
necessary.

The rejection of the Debtors' agreements or other contracts with
Reyes Holdings, LLP and Reyes Automotive Group, LLC is approved
in all respects.

IAC and the Debtors and the Reorganized Debtors reserve all of
their rights, claims, objections, defenses or otherwise with
respect to rejection and assumption of any agreements.
Furthermore, following entry of the Confirmation Order, the
Debtors or Reorganized Debtors are authorized to resolve and
settle with IAC relative to all or any of the agreements between
IAC and the Debtors, without further order of the Court.

                       Oakland County

The Reorganized Debtors will pay, on or before February 14,
2010, the Winter 2009 ad valorem property taxes owed to the
Oakland County Treasurer on behalf of Rochester Hills, Michigan,
Troy, Michigan, Southfield, Michigan, and other similarly
situated municipalities in Oakland County, Michigan, that are due
on or before February 14, 2010.  The payment is in full and final
satisfaction, settlement, release and discharge of any and all
liens, security interests, encumbrances, interests and claims
held by the Oakland County Treasurer or any of the Oakland County
Taxing Authorities on account of the Winter 2009 Property Taxes.
The Oakland County Treasurer will be entitled to retain any lien
held against assets or real property owned by the Reorganized
Debtors in Oakland County, if any, until the Reorganized Debtors
have paid the Winter 2009 Property Taxes.

Upon payment of the Winter 2009 Property Taxes, any liens or
other interests held on account of the Winter 2009 Property Taxes
will be immediately released and discharged without need for any
further action by the Debtors, Reorganized Debtors or otherwise.
The Reorganized Debtors further agree to satisfy in full, when
due, all amounts owing to any municipalities in Oakland County,
Michigan, arising from water services provided to the Debtors or
Reorganized Debtors as stated in invoices provided to the Debtors
or Reorganized Debtors, subject to the right of the Debtors or
Reorganized Debtors to dispute any invoices.  Claims, if any,
held by municipalities in Oakland County for unpaid invoices
arising from prepetition water services will be treated as Class
4A Claims under the Plan, subject to the right of the Debtors or
Reorganized Debtors to dispute any claims on any basis.

                       NYSE Listing

Lear has filed an application with the New York Stock Exchange to
list its new common stock under the ticker symbol "LEA,"
according to a company statement.  Subject to the approval of
Lear's application, Lear expects that its new common stock will
begin trading on the NYSE on a "when issued" basis (LEA WI) on or
about the effective date of the Plan of Reorganization and
commence "regular way" trading as soon as possible thereafter.

A full-text copy of Lear's Plan Confirmation Order is available
for free at http://bankrupt.com/misc/Lear_ConfirmationOrd.pdf

                        The Chapter 11 Plan

Lear Corporation and its debtor-affiliates delivered their Joint
Plan of Reorganization to the U.S. Bankruptcy Court for the
Southern District of New York on August 14, 2009, which was
subsequently amended.

Under the plan, lenders will convert $1.6 billion in prepetition
secured claims into new term loans and preferred and common equity
in the Reorganized Debtors.  Holders of general unsecured claims -
- including lenders' deficiency claim in the amount of
$737 million and the unsecured Notes Claims in the amount of
$1.3 billion -- will be converted, in part, into common equity in
the Reorganized Debtors and warrants to acquire common equity in
the Reorganized Debtors.

The Creditors Committee supports the Plan, saying it benefits the
holders of general unsecured claims.  Among other things, the Plan
proposes to (i) pay trade claims in full, (ii) provide a
meaningful recovery for other unsecured creditors (especially
compared to the treatment in many other automotive chapter 11
cases), and (iii) assume and honor pension obligations, domestic
collective bargaining agreements, and retiree benefits without
modification.

Copies of the Debtors' 1st Amended Plan and Disclosure
Statement are available for free at:

         http://bankrupt.com/misc/Lear_1stAmPlan.pdf
         http://bankrupt.com/misc/Lear_1stAmDisclosure.pdf

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEAR CORP: Creditor Liquidity Buys Claims
-----------------------------------------
In separate Court filings, creditors of Lear Corp. notified the
Court that they intend to transfer each of their claims against
the Debtors to Creditor Liquidity, L.P.:

Transferor                              Claim Amount
----------                              ------------
Gem Air Controls Company                   $1,321
Preferred Plastics Inc.                     1,659
EMC Global Technologies                     1,469
ELM Creek Lawn & Landscape                  1,110

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEAR CORP: Gets Nod for Citicorp to Arrange Exit Facility
---------------------------------------------------------
The Bankruptcy Court has authorized Lear Corp. to enter into and
perform under an Exit Facility Engagement with Citigroup Global
Markets Inc.  A copy of the Citigroup Engagement Letter is
available for free at:

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

Lear Corporation and its debtor affiliates sought approval from
Bankruptcy Judge Allan L. Gropper to enter into and perform under
engagement letters with arrangers JPMorgan Chase Bank, N.A., and
J.P.Morgan Securities, Inc., UBS Securities LLC and UBS Loan
Finance LLC and Citi Global Markets, Inc., and fee letters in
connection with an exit financing facility.  The funds to be
provided by the Exit Facility will enable the Debtors to satisfy
their obligations under their plan of reorganization, including
repayment of the loans outstanding under the DIP Credit Facility.

"The Debtors are authorized, but not directed, to enter into and
perform their obligations under the Engagement Documents and
related documents, pursuant to section 363 of the Bankruptcy
Code, to pay fees and reimburse expenses in connection with the
Engagement Documents and the Exit Facility and to indemnify the
Arrangers," Judge Gropper ruled.

In a separate Court filing, the Debtors disclosed that the
aggregate amount of arrangement and upfront fees to be paid by
them in connection with the arrangement and closing of the Exit
Facility is $12 million.

Prior to the Court's entry of its order, Shari L. Burgess, vice
president and treasurer of Lear Corporation, said in a
declaration filed in Court that the Debtors' anticipated entry
into and performance under the Engagement Documents, as well as
the payment of fees and reimbursement of expenses in connection
with the Engagement Documents and the furnishing of indemnities
represent a sound business judgment and are for a valid business
purpose.  He further said that the Engagement Documents are fair
and reasonable and are the result of substantial arm's-length
negotiations with the Arrangers.

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEAR CORP: Kirkland Charges $2.22 Mil. for July-Sept. Work
----------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, various
professionals of Lear Corp. and its Official Committee of
Unsecured Creditors seek payment of fees and reimbursement of
expenses:

A. Debtors' Professionals

Professional                Period          Fees       Expenses
------------                ------          ----       --------
PricewaterhouseCoopers LLP  07/07/09-
                             08/31/09    $153,565       $122,852

PricewaterhouseCoopers LLP  09/01/09-
                             09/30/09      34,951         27,961

Kirkland & Ellis LLP        07/07/09-
                             09/30/09   2,221,068        152,845

PwC serves as the Debtors' tax advisors.  Kirkland & Ellis acts
as the Debtors' attorneys.

B. Professionals of the Official Committee of Unsecured Creditors


Professional                Period          Fees       Expenses
------------                ------          ----       --------
Committee Members         10/07/09-
                          10/15/09            $-         $1,604

Committee Members         10/16/09
                          11/02/09             -            881

Mesirow Financial         07/17/09-
Consulting, LLC           07/31/09       174,725           105

Mesirow Financial acts the Committee's financial advisor.

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEHMAN BROTHERS: Banesco Wants Information on 2006 Note
-------------------------------------------------------
Banesco Banco Universal seeks a court ruling requiring Lehman
Brothers Holdings Inc. to provide the identification number of a
2006 note it issued to the company.

Banesco wants to get either the International Securities
Identification Number or the Uniform Securities Identification
Procedures number of the Three-Year Venezuelan Bolivar Fuerte
Linked Note so that it could properly file its claim.  LBHI
issued the note in the sum of $15.5 million in August 2006.

"Banesco needs this information because without it, it cannot
determine with certainty whether the note is in the [Lehman
Programs Securities] list," says the company's attorney, David
LeMay, Esq., at Chadbourne & Parke LLP, in New York.

"Without that information, Banesco cannot determine whether it
must seek relief to deem the claim to be timely filed," he
further says.

In case the identification number is not in the securities list,
Banesco requests that the note be added to the securities list or
any proof of claim relating to the note be deemed timely filed
under "principles of excusable neglect" provided those documents
are filed on or before November 2, 2009.

The Court will hold a hearing on November 18, 2009, to consider
approval of the request.  Creditors and other concerned parties
have until November 10, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Goldman Sachs Buys Deutsche's $108 Mil. Claims
---------------------------------------------------------------
The Office of the Clerk of the Bankruptcy Court received more
than 40 notices of transfer of claims in Lehman Brothers Holdings
Inc.'s Chapter 11 cases from October 14 to 27, 2009:

                                              Claim      Claim
Transferors             Transferees          Number     Amount
-----------             -----------          ------   ----------
Tiffany & Co.           SPCP Group, LLC       19551   $9,717,258

Multi Asset Platform    Bank of America N.A.  10187   $6,219,849
Master Fund SPC

Southern Community      SPCP Group, LLC       22746     $325,000
Financial Corporation
                                              22367     $325,000

Southern Community      SPCP Group, LLC       22282     $875,000
Bank and Trust
                                              25562     $875,000

Depfa Bank plc          SPCP Group, LLC        6941  $80,874,966

                                               6942  $80,874,966

Tennenbaum Multi        SPCP Group, LLC       15937   $6,712,744
Strategy Master Fund
                                              15949   $6,712,744

BreitBurn Operating LP  The Royal Bank of      8882   $4,311,983
                       Scotland plc.
                                               8884   $4,311,983

Meridian Bank N.A.      Eton Park Fund L.P.    24736   $8,569,522

                                               24573   $8,569,522

Deutsche Lufthansa      Goldman Sachs Lending   4104 $108,202,383
Aktiengesellschaft      Partners LLC
                                               14087 $108,202,383

                                               14088 $108,202,383

                                                4102 $108,202,383

State Bank of Long      Longacre Opportunity   10357     $545,536
Island                  Fund, L.P.
                                               10358     $545,536

                                                2327     $589,895

                                                2351     $589,895

Boultbee (Vasteras) AB  Boultbee (Helsinki)    28488  $13,509,815

                                               14057  $13,509,815

                                                4147  $13,509,815

                                               28487  $14,255,465

                                               14058  $14,255,465

                                                4146  $14,255,465

Boultbee (Helsinki) AB  Goldman Sachs Lending  28487  $14,255,465
                       Partners LLC
                                               14058  $14,255,465

                                                4146  $14,255,465

                                               28488  $13,509,815

                                               14057  $13,509,815

                                                4147  $13,509,815

Hain Capital Group LLC  Aspen Creek Financial   8665     $370,166
                       Advisors LLC
                                                8666   $1,298,689

                                                8667     $543,446

                                                8668     $210,261

                                                8669      $50,313

                                                8670   $1,007,064

                                                8671     $935,221

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Metavante Appeals Denial of Sept 17 Order Changes
------------------------------------------------------------------
Metavante Corporation appealed to the U.S. District Court for the
Southern District of New York of a bankruptcy judge's decision
denying the company's motion to amend his prior ruling.

The move came after Judge James Peck of the U.S. Bankruptcy Court
for the Southern District of New York, who handles the Chapter 11
cases of Lehman Brothers Holdings Inc. and its affiliated
debtors, denied Metavante's motion to amend his September 17
ruling which directed the company to honor its interest rate swap
agreement with Lehman Brothers Special Financing Inc.  The
bankruptcy judge also denied Metavante's motion to "stay the
effect" of his September 17 order.

Judge Peck issued the September 17 order after Metavante
allegedly refused to make payments to LBSF as required under
their swap agreement although LBSF has not yet assumed or
rejected their agreement.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Pacific Life Wants Late Claim Filing Allowed
-------------------------------------------------------------
Pacific Life Insurance Company seeks a court order allowing the
late filing of its claim against Lehman Brothers Holdings Inc.

The claim stems from an ISDA master agreement between Pacific
Life and LBHI's foreign-based unit Lehman Brothers International
(Europe).  The agreement is guaranteed by LBHI.

Pacific Life's attorney, Paul Labov, Esq., at Edwards Angell
Palmer & Dodge LLP, in New York, explains the company was not
able to file a timely claim because the employee entrusted with
attending to the U.S.-based Lehman units assumed that the proof
of claim would be handled by Pacific Life's other employee.

"Unfortunately, because Lehman's bankruptcy is domestic, the
employee entrusted with attending to foreign-based Lehman
entities believed that the employee entrusted with attending to
the U.S.-based Lehman entities was undertaking the work," Mr.
Labov explains.

The deadline for filing proofs of claim against LBHI and its
affiliated debtors expired on September 22, 2009.

The Court will convene a hearing on November 18, 2009 to consider
approval of the request.  Creditors and other concerned parties
have until November 10, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: PBC Wants Notes Included in Securities Lists
-------------------------------------------------------------
PB Capital Corporation seeks a court ruling deeming the inclusion
of securities issued under the Euro Medium Term-Note Program of
Lehman Brothers Holdings Inc. and its foreign units in the list
of Lehman Program Securities.

PB Capital made the move to correct an error in the securities
list which occurred when the original list posted on July 6,
2009, was changed in a subsequent and final draft to eliminate
certain securities that should have been included.

The securities issued under the Euro Medium Term-Note Program
were included in the original list but were eventually deleted
without any justification for their omission or notice to PB
Capital, according to PB Capital's attorney, Thomas Moloney,
Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New York.

"The deletion is inconsistent with the terms of the Bar Date
order, which requires all of the Euro Medium Term-Note Program
securities to be included on the [securities list]," Mr. Moloney
asserts in court papers.

In case PB Capital's request is not granted, Mr. Moloney asks the
Court to issue an order deeming any proof of claim and guarantee
questionnaire relating to PB Capital's securities to be filed
timely under "principles of excusable neglect" provided those
documents are filed on or before November 2, 2009.

The hearing to consider approval of PB Capital's request is
scheduled for November 18, 2009.  Creditors and other concerned
parties have until November 3, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEVEL 3 COMM: Bank Debt Trades at 15% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 85.33 cents-on-the-dollar during the week ended Friday, Nov. 6,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.74 percentage points from the previous week, The Journal
relates.  The loan matures March 1, 2014.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B1 rating and Standard & Poor's B+ rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Nov. 6, among the 172 loans with five or more bids.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings lowered the rating assigned to the Company's
convertible subordinated notes to 'CC/RR6' from 'CCC-/RR6'.  The
rating action brings the subordinated note ratings in line with
Fitch's revised rating definition and mapping criteria.
Approximately $484 million of convertible subordinates notes
outstanding as of March 31, 2009, was affected by Fitch's action.
As of March 31, 2009, LVLT had approximately $6.4 billion of debt
outstanding.

As reported by the Troubled Company Reporter on March 9, 2009,
Moody's Investors Service confirmed Level 3 Communications, Inc.'s
Caa1 corporate family rating while downgrading the company's
probability of default rating to Caa2 from Caa1 and positioning
the ratings outlook as negative.  Concurrently, the company's SGL-
2 speculative grade liquidity rating (indicating good near-term
liquidity) was affirmed, and, owing to changes in the company's
consolidated waterfall of liabilities stemming from recent tender
offer activity as well as the PDR revision, certain ratings and
loss given default assessments for individual debt instruments
were adjusted (see ratings listing below).  The rating actions
conclude a review initiated on Nov. 24, 2008.


LEXINGTON PRECISION: Gets Nod to Use Cash Collateral Until Dec. 31
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
in its sixth order, authorized Lexington Precision Corporation and
Lexington Rubber Group, Inc., to continue using cash collateral of
the prepetition senior lenders.

As reported in the Troubled Company Reporter on Aug. 19, 2009, the
Debtors will use cash collateral for (a) working capital and
capital expenditures, (b) other general corporate purposes of the
Debtors, and (c) the costs of administration of the bankruptcy
cases, in accordance with a budget.

The prepetition senior lenders are:

   -- CapitalSource Finance LLC, as lender and revolver agent for
      itself and other lenders, and co-documentation agent, and
      Webster Business Credit Corporation, as lender and co-
      dumentation agent under that certain Credit and Security
      Agreement, dated May 31, 2006.

   -- CSE Mortgage LLC, as lender and collateral agent for itself
      and each other lender, and DMD Special Situations Funding
      LLC, as lender under that certain Loan and Security
      Agreement, dated May 31, 2006.

The Debtors relate that as of Oct. 1, 2009, they were obligated to
the prepetition secured lenders in the principal amount of
$31.5 million, plus accrued and unpaid interest in the amount of
$5,000.  The value of the assets encumbered by the prepetition
secured lenders' liens significantly exceeds the aggregate amount
of the obligations owed under the prepetition credit agreements.

The Debtors add that the prepetition secured lenders have not yet
responded to the Debtors' request.  The Debtors hope that they
will be able to reach a consensual resolution of the motion.

The Debtors further said that the only alternative to continued
use of cash collateral is a sale of a portion of the Debtors' core
business.

TCR reported that as adequate protection, the prepetition senior
lenders will be granted (a) continued replacement security
interests upon all of the Debtors' assets, (b) first priority
security interests in all unencumbered assets of the Debtors, and
(c) liens on all encumbered assets that were not otherwise subject
to the prepetition senior lenders' liens as of the commencement
date.

The Debtors' access to the cash collateral will terminate on the
earlier of either Dec. 31, 2009, or until the occurrence of a
"termination event."

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LIFEPOINT HOSPITAL: Bank Debt Trades at 4.5% Off
------------------------------------------------
Participations in a syndicated loan under which Lifepoint
Hospitals Holdings, Inc., is a borrower traded in the secondary
market at 95.50 cents-on-the-dollar during the week ended Friday,
Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.20 percentage points from the previous week, The Journal
relates.  The debt matures on April 15, 2012.  The Company pays
163 basis points above LIBOR to borrow under the loan facility and
it carries Moody's Ba1 rating and Standard & Poor's BB rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Nov. 6, among the 172 loans with five or more bids.

Lifepoint Hospitals Holdings, Inc., provides general and acute
care hospital services.  Its hospitals provide the range of
medical and surgical services commonly available in hospitals in
non-urban markets.  These hospitals also provide diagnostic and
emergency services, as well as outpatient and ancillary services,
including outpatient surgery, laboratory, rehabilitation,
radiology, respiratory therapy, and physical therapy.  The company
also provides hospital and medical insurance benefits to persons
of age 65 and over, some disabled persons, and persons with end-
stage renal disease.  It operates 23 general, acute care hospitals
with an aggregate of 2,197 licensed beds in growing, non-urban
communities.  Its hospitals are located in Alabama, Florida,
Kansas, Kentucky, Louisiana, Tennessee, Utah, and Wyoming.
LifePoint Hospitals Holdings, Inc., operates as a subsidiary of
Lifepoint Hospitals, Inc.


LINEAR TECHNOLOGY: Files 1st Fiscal Quarter Report on Form 10-Q
---------------------------------------------------------------
Linear Technology Corporation on Thursday filed with the
Securities and Exchange Commission its quarterly report on Form
10-Q for the period ended September 27, 2009.

Linear Technology posted lower net income of $60.6 million on
revenues of $236.1 million for the first fiscal quarter ended
September 27, 2009, from net income of $102.3 million on revenues
of $310.3 million for the same period a year ago.

At September 27, 2009, the Company had $1.46 billion in total
assets against $1.63 billion in total liabilities, resulting in
stockholders' deficit of $163.7 million.  At September 27, 2009,
the Company's cash, cash equivalents and marketable securities
balances were $909.5 million in aggregate, representing an
increase of $40.7 million over the June 28, 2009 balances of
$868.7 million.  This increase was primarily due to positive
cashflow from operations of $108.1 million.  Working capital as of
September 27, 2009 was $993.4 million.  During the first quarter
of fiscal year 2010, significant cash expenditures included
$11.3 million for the net purchase of available-for-sale
securities; $3.4 million for capital additions; $9.8 million face
value to purchase and retire a portion of the 3.125% Convertible
Senior Notes; $4.2 million to purchase its common stock and
$49.9 million for the payment of a cash dividend, representing
$0.22 per share in the first quarter of fiscal year 2010.

Accounts receivable totaled $113.2 million at the end of the first
quarter of fiscal year 2010, an increase of $17.8 million from the
end of the fourth quarter of fiscal year 2009.  The increase is
primarily due to higher shipments in the first quarter of fiscal
year 2010 as compared to the fourth quarter of fiscal year 2009.
Inventory totaled $49.3 million at the end of the first quarter of
fiscal year 2010, a decrease of $3.1 million from the end of the
fourth quarter of fiscal year 2009. The decrease was due to higher
sales in the first quarter of fiscal year 2010 as compared to the
fourth quarter of fiscal year 2009.

Accrued payroll and related benefits decreased $3.7 million from
the fourth quarter of fiscal year 2009 primarily due to the
payment of profit sharing partially offset by an increase to the
profit sharing accrual and increases in other payroll liabilities.
The Company accrues for profit sharing on a quarterly basis while
distributing payouts to employees on a semi-annual basis during
the first and third quarters of each fiscal year.  Income taxes
payable for the first quarter of fiscal year 2010 increased
$17.9 million over the fourth quarter of fiscal year 2009
primarily due to the income tax provision of $23.6 million.  Other
accrued liabilities of $44.4 million increased $12.0 million over
the fourth quarter of fiscal year 2009 primarily due to accrued
interest on the Company's Convertible Senior Notes.  The Company
makes semi-annual interest payments during the second and fourth
quarters of each fiscal year.

In October 2009, the Company's Board of Directors declared a cash
dividend of $0.22 per share.  The $0.22 per share dividend will be
paid on November 25, 2009 to shareholders of record on
November 13, 2009.  The payment of future dividends will be based
on the Company's financial performance.

Historically, the Company has satisfied its liquidity needs
through cash generated from operations.  Given its financial
condition and historical operating performance, the Company
believes that current capital resources and cash generated from
operating activities will be sufficient to meet its liquidity,
capital expenditures requirements, and debt retirement for the
near future.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?48a5

Linear Technology Corporation (NASDAQ-LLTC) --
http://www.linear.com/-- a manufacturer of high performance
linear integrated circuits, was founded in 1981, became a public
company in 1986 and joined the S&P 500 index of major public
companies in 2000.  Linear Technology products include high
performance amplifiers, comparators, voltage references,
monolithic filters, linear regulators, DC-DC converters, battery
chargers, data converters, communications interface circuits, RF
signal conditioning circuits, uModuleO products, and many other
analog functions.  Applications for Linear Technology's high
performance circuits include telecommunications, cellular
telephones, networking products such as optical switches, notebook
and desktop computers, computer peripherals, video/multimedia,
industrial instrumentation, security monitoring devices, high-end
consumer products such as digital cameras and MP3 players, complex
medical devices, automotive electronics, factory automation,
process control, and military and space systems.


LJL PREMIER HOLDINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: LJL Premier Holdings, L.L.C.
        12651 High Buff Drive, Suite 250
        San Diego, CA 92130

Bankruptcy Case No.: 09-28393

Chapter 11 Petition Date: November 4, 2009

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

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Joel F. Newell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th Street
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: j.newell@cplawfirm.com

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

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

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

The petition was signed by Ronald D. McMahon, managing member of
the Company.


LODGIAN INC: Posts $36.2 Million Net Loss in Q3 2009
----------------------------------------------------
Lodgian, Inc., reported on Thursday results for the 2009 third
quarter ended September 30, 2009.

Third quarter 2009 total revenue for continuing operations
declined 17.6% to $50.6 million, compared to $61.4 million in the
same period in 2008.  Loss from continuing operations was
$39.8 million in the 2009 third quarter, compared to a loss of
$2.3 million in the 2008 third quarter.  The Company said its 2009
third quarter loss was driven primarily by a $34.2 million
impairment charge largely related to seven hotels which are
expected to be returned to their lenders.  Six of these hotels are
expected to be returned to the lender after unsuccessful
negotiations to extend and modify the Merrill Lynch Fixed Rate
Pool 3 loan agreement.

Net loss attributable to common shares was $36.2 million, or
$(1.70) per diluted share in the 2009 third quarter, compared to a
net loss of $6.2 million, or $(0.29) per diluted share in the 2008
third quarter.  The 2009 third quarter net loss includes total
impairment charges of $35.4 million in both continuing operations
and discontinued operations, including the $34.2 million
impairment charge previously mentioned.

EBITDA from continuing operations declined from $10.4 million in
the 2008 third quarter to ($27.1) million, including impairment
charges.  Adjusted EBITDA for the same group of properties, which
excludes the effect of impairment charges, decreased 39.5%, from
$11.7 million in the 2008 third quarter to $7.1 million in the
2009 third quarter.  Adjusted EBITDA margins for the continuing
operations hotels decreased by 510 basis points to 14.0% during
the 2009 third quarter compared to the 2008 third quarter due to a
significant decline in revenues, despite on-going cost reduction
efforts.

The Company defines Adjusted EBITDA as earnings before interest,
taxes, depreciation and amortization, but excluding the effects of
the following charges: impairment losses; restructuring expenses;
gains/losses on debt extinguishment; and casualty (gains)/losses,
net, for properties damaged by events such as hurricane, fire or
flood.

                       Management Comments

"Our results, and the hotel industry as a whole, continue to be
impacted by the effects of the global economic slowdown," said Dan
Ellis, Lodgian president and chief executive officer.  "Every
hotel is competing hard for every piece of business.  We have been
successful in both finding new business and attracting previous
accounts back to our hotels.  Nonetheless, it remains a fiercely
competitive environment.  We gave up a little market share in the
third quarter, but our continuing operations portfolio still
retains a slight edge over its competitive set in revenue per
available room (RevPAR), with our RevPAR Index at 100.6.

"We continue our strategic review of the portfolio, evaluating
each of our hotels in terms of debt coverage, equity and long-term
strategic value, with the goal of further strengthening the
company," he said.

        Asset Disposition Program and Balance Sheet Update

As of November 1, 2009, one property remained classified as held
for sale.  Subsequent to the close of the 2009 third quarter, the
company sold the Ramada Plaza in Troy, Mich. for gross proceeds of
$3.0 million.  The company provided seller financing in the amount
of $1.75 million, and net proceeds were used for general corporate
purposes.

During the 2009 third quarter, the company surrendered control of
the Holiday Inn in Phoenix, Ariz. to a court-appointed receiver.
As a result, all assets and liabilities were excluded from the
company's consolidated balance sheet as of September 30, 2009.
The company does not believe the limited recourse provisions of
the loan secured by the Holiday Inn will be triggered by this
transaction.

As of September 30, 2009, 33 hotels were encumbered as collateral
for various mortgage debt facilities totaling approximately
$310.5 million.

The company recently reported that, in conjunction with the
development of a strategic plan, it has stopped servicing the debt
secured by the Crowne Plaza in Worcester, Mass., and intends to
convey the hotel to the lender in full satisfaction of the debt,
which had a principal balance of $16.3 million as of September 30,
2009.  The Company said that on a trailing twelve month basis, the
cash flow from the hotel was insufficient to service the debt on
the property.  The company is now in default on this loan, and the
lender has accelerated repayment of the loan.  The company intends
to cooperate with the lender in transferring this hotel to the
lender's control.

As previously disclosed, the Merrill Lynch Fixed Rate Pool 3
securitized mortgage debt, with a principal balance of
$45.5 million, matured on October 1, 2009, and is now in default.
The company had been in discussions with the special servicer
regarding extension and modification of the loan; however, no
agreement has been reached at this time.  The company is now in
discussions with the special servicer regarding returning the six
hotels to the lender in full satisfaction of the debt.  This
mortgage indebtedness is non-recourse to the company except in
certain limited circumstances, which the company believes do not
apply in this case, and is not cross-collateralized with any of
the company's other indebtedness.

                          Balance Sheets

At September 30, 2009, the Company's consolidated balance sheets
showed $478.4 million in total assets, $342.6 million in tota
liabilities, and $135.8 million in total shareholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $64.1 million in total current
assets available to pay $133.7 million in total current
liabiliies.

A full-text copy of the Company's consolidated financial
statements for the 2009 third quarter ended September 30, 2009, is
available for free at http://researcharchives.com/t/s?48a2

                       Going Concern Doubt

Approximately $120 million of the Company's outstanding mortgage
debt was scheduled to mature in July 2009 and the current severe
economic recession has negatively impacted the Company's operating
results, which affects operating cash flows as well as the ability
to refinance the maturing indebtedness.  The $120 million of
mortgage indebtedness, which was originated in June 2004 by
Merrill Lynch and securitized in the collateralized mortgage-
backed securities market, was divided into three pools of
indebtedness referred to by the Company as the Merrill Lynch Fixed
Rate Pools 1, 3 and 4.  The Company has reached agreements with
the special servicers of Pools 1 and 4 to extend the maturity
dates to July 1, 2010, and July 1, 2012, respectively, and the
Company is seeking to refinance Pool 1 in anticipation of the 2010
maturity date.

As disclosed above, Pool 3 matured on October 1, 2009.  No
agreement has been reached with the special servicer to modify
Pool 3 and Pool 3 is now in default.  Since no agreement has been
reached, the Company expects to convey the six hotels which secure
Pool 3 to the lender in full satisfaction of the debt.  The
Company is also in default on a loan secured by the Crowne Plaza
Worcester.  The Company does not expect further negotiation with
the special servicer and intends to convey the hotel to the lender
in full satisfaction of the debt.

Conveying these hotels to the lenders, the severe economic
recession and the tight credit markets could also have an adverse
effect on the Company's ability to extend or refinance Pool 1 on
or prior to its maturity in July 2010.  The Company said these
factors raise substantial doubt as to the Company's ability to
continue as a going concern.

                        About Lodgian Inc.

Lodgian Inc. -- http://www.lodgian.com/ -- is one of the nation's
largest independent hotel owners and operators.  The Company
currently owns and manages a portfolio of 36 hotels with 6,749
rooms located in 21 states.  Of the company's 36-hotel portfolio,
17 are InterContinental Hotels Group brands (Crowne Plaza, Holiday
Inn, and Holiday Inn Express), 12 are Marriott brands (Marriott,
Courtyard by Marriott, SpringHill Suites by Marriott, Residence
Inn by Marriott and Fairfield Inn by Marriott), two are Hilton
brands, and four are affiliated with other nationally recognized
franchisors including Starwood, Wyndham and Carlson. One hotel is
an independent, unbranded property, which is currently closed and
held for sale.


LYONDELL CHEMICAL: Expands Scope of McKinsey's Services
-------------------------------------------------------
Lyondell Chemical Co. and its units sought and obtained the
Court's authority to expand the scope of services to be performed
by their management consultant, McKinsey & Company Inc. United
States.

All the provisions of the Court's July 23, 2009 order granting
the McKinsey Application are incorporated into the order dated
September 24, 2009, authorizing the expansion of McKinsey's scope
of employment.

Gerald A. O'Brien, vice president of Lyondell Chemical Company,
related that subsequent to the July 23, 2009 Retention Order, the
Debtors requested that McKinsey expand the scope of the Original
Engagement to include performing an analysis of the Debtors'
information technology and providing recommendations as to
efficiency, costs, and alternatives.

Specifically, McKinsey will provide the Debtors with a
recommendation as to whether they should insource or outsource
IT, or to incorporate a combination of both, depending on the
economic efficiency of each option, according to Mr. O'Brien.

Although it is arguable that the Additional Matters fall within
the scope of the Original Engagement, the Debtors nonetheless
sought modification of the scope of McKinsey's retention as
management consultant and the method of compensation, nunc pro
tunc to June 15, 2009, the date of the original consulting
agreement.

Pursuant to the terms and conditions of the IT plan proposal,
dated August 13, 2009, the Debtors will probably pay McKinsey a
total of $700,000 for the Additional Matters, inclusive of out-
of-pocket expenses.  The fee is based on the expectation that the
project will take four weeks with a mid-sized team of McKinsey
professionals.

                     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 Nod for AAAI as Valuation Consultant
------------------------------------------------------------
Lyondell Chemical Co. and its units sought and obtained the
Court's approval to employ American Appraisal Associates, Inc., as
their valuation consultant, nunc pro tunc to August 1, 2009.

According to Gerald A. O'Brien, Lyondell Chemical Company vice
president, the Debtors sought to employ American Appraisal to do
a review of emergence value by reportable segments and to
evaluate assets.

As valuation consultant, American Appraisal will:

  (a) research, document, and determine significant assumptions
      in the valuation models that are not operations-related;

  (b) develop an understanding of management's significant
      operations-related assumptions;

  (c) interface with the Debtors' staff, as appropriate,
      preparing any projected financial information to assure
      consistency of use of data in American Appraisal's
      valuation models;

  (d) provide an opinion of the fair value of the Debtors'
      tangible real and personal property;

  (e) document American Appraisal's efforts relating to the
      valuation of the tangible real and personal property to
      withstand audit scrutiny under statement on auditing
      standards 101;

  (f) identify all intangible assets that meet the criteria of
      statement of financial accounting standards 141R and 142
      for recognition separable and goodwill; and

  (g) provide an opinion of the fair value of the identified
      intangible assets, other equity investments, and joint
      ventures.

In addition, American Appraisal will be separately retained by
counsel to the Debtors to analyze and value real property of the
Debtors located in Texas and Illinois in connection with
contemplated litigation disputes of the real property tax
assessments there, Mr. O'Brien added.  The Debtors will be solely
obliged to pay American Appraisal for these services.

The Debtors will pay American Appraisal a flat fee of $575,000,
plus expenses, for the Services.  The firm will also be paid an
additional $125,000, plus expenses, based on the scope of the
work to be performed, for the valuation analysis of the Debtors'
real property in connection with certain disputed property tax
assessments.

The Debtors will pay American Appraisal retainers in the amount
of $50,000 under the Engagement Letter, and an additional $37,500
in connection with the property tax assessments, upon the Court's
approval of the Application, to be applied to the firm's fees
upon their award by the Court.

Thereafter, American Appraisal will provide the Debtors with
monthly reports and the balance of the fees payable for that
month, based on the firm's internal daily rates used in
calculating its flat fee.

Mr. O'Brien assured the Court that American Appraisal's services
will not be duplicative of those provided by the other
professionals of the Debtors.  Moreover, American Appraisal will
seek to coordinate any Services performed at the Debtors' request
with the other professionals to avoid duplication of effort.

The Debtors have agreed to indemnify American Appraisal for all
reasonable attorneys' fees that it incurs as a result of becoming
part of, or named in, an administrative or legal dispute in
connection with its engagement, except to the extent caused by
American Appraisal's negligence or misconduct.  The Debtors will
have the right to approve American Appraisal's counsel in any
proceeding, Mr. O'Brien added.

Christopher Rexroat, associate general counsel of American
Appraisal, assured the Court that American Appraisal does not
hold or represent an interest adverse to the Debtors' estates; is
not and has not been a creditor, an equity security holder or an
insider of the Debtors, except that the firm has previously
rendered services to the Debtors for which it has a claim, which
will be waived upon the Court's approval of the Application; is
not and has not been an investment banker for any outstanding
security of the Debtors; is not and has not been, within two
years before the Petition Date, a director, officer or employee
of the Debtors or of an investment banker of the Debtors; and
does not have an interest materially adverse to the interests of
the Debtors' estates, creditors or security holders, Mr. Rexroat
told the Court.

American Appraisal is a disinterested person as the term is
defined in Section 101(14) of the Bankruptcy Code, he attested.

                     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 Nod to Hire FBG as Voting Agent
-------------------------------------------------------
Lyondell Chemical Co. and its units sought and obtained the
Court's permission to employ Financial Balloting Group LLC as
their balloting agent, tabulator and consultant, nunc pro tunc to
September 8, 2009.

As the Debtors' voting agent, FBG will provide these services:

  (a) advise the Debtors and their counsel regarding all aspects
      of the voting on the Joint Plan of Reorganization,
      including timing issues, voting and tabulation procedures,
      and documents needed for the voting;

  (b) review the Disclosure Statement and ballots for issues
      related to voting on the Plan, particularly as they may
      relate to Beneficial Owners of securities held in Street
      Name;

  (c) work with the Debtors to request appropriate information
      from the Depository Trust Company, the trustees of the
      bonds, the transfer agent for the common stock, the lender
      agents, and other agents maintaining data related to the
      securities issued by the Debtors;

  (d) assist with the mailing of appropriate documents to any
      registered holders of securities, lenders, and other
      claimants entitled to vote;

  (e) coordinate the distribution of voting documents to Street
      Name holders of voting securities by forwarding the
      appropriate documents to the banks and brokerage firms
      holding the securities, or their agent who in turn will
      forward them to Beneficial Owners for voting;

  (f) for any non-U.S. securities issues, coordinate with
      Euroclear and Clearstream with respect to the solicitation
      documents;

  (g) distribute copies of the master ballots to the appropriate
      Nominees so that firms may cast votes on behalf of
      Beneficial Owners;

  (h) prepare a certificate of service for filing with the
      Court;

  (i) handle requests for documents from parties-in-interest,
      including Nominees' back-offices and institutional
      holders;

  (j) respond to telephone inquiries from security holders
      regarding the Disclosure Statement and the voting
      procedures.  FBG will restrict its answers to the
      information contained in the Plan documents.  FBG will
      seek assistance from the Debtors or their counsel on
      questions as needed;

  (k) if needed, establish a Web site for the posting of
      solicitation documents;

  (l) if requested to do so, FBG will make telephone calls to
      any known Beneficial Owners or registered holders of bonds
      to confirm receipt of Plan documents and respond to
      questions about the voting procedures;

  (m) receive and examine all ballots and master ballots cast by
      security holders entitled to vote;

  (n) tabulate all ballots and master ballots received prior to
      the voting deadline in accordance with established
      procedures, and prepare a vote certification for filing
      with the Court; and

  (o) undertake other duties as my be agreed upon by the Debtors
      and FBG.

In connection with the equity rights offering contained in the
currently proposed Plan, FBG will:

  (a) provide advice to the Debtors and their counsel regarding
      the subscription procedures and documents needed for the
      equity rights offering;

  (b) review the relevant documents, particularly as they may
      relate to Beneficial Owners of securities held in Street
      Name.  Documents may include: the solicitation procedures
      motion or order, disclosure statement and Plan,
      subscription form, and other documents;

  (c) establish a subscription account for the Debtors in
      connection with FBG's role as subscription agent;

  (d) if the equity rights offering is conducted through DTC,
      work with DTC to establish the rights offering on its
      automated subscription offer program or "ASOP" system;
      coordinate the delivery of instructions and payments by
      DTC; and act as ASOP agent with DTC in connection with the
      equity rights offering;

  (e) mail subscription documents to registered record holders
      of securities, if any;

  (f) coordinate the distribution of subscription documents to
      (i) Street Name holders of notes by forwarding the
      appropriate documents to the reorganization departments of
      the banks and brokerage firms holding the securities, who
      in turn will forward it to Beneficial Owners, or (ii)
      holders of notes directly;

  (g) if appropriate, prepare a certificate of service for
      filing with the Court;

  (h) handle requests for documents from parties-in-interest,
      including brokerage firm and bank back-offices and
      institutional holders;

  (i) respond to telephone inquiries from security holders and
      Nominees regarding the subscription procedures; and

  (j) receive and examine any subscription forms submitted by
      security holders, if applicable, and deposit any checks in
      the special subscription account established for that
      purpose or coordinate the delivery of instructions and
      payments by DTC.

The Debtors will pay FBG in accordance with these terms:

  (a) for the distribution of materials to holders of securities
      in Street Name, a project fee of $15,000, plus $3,000 for
      each debt issue of public securities entitled to vote on
      the Plan and participate in the rights offering or
      election, and $1,500 for each debt issue of public
      securities not entitled to vote on the Plan but entitled
      to receive notice, and $2,500 for the common stock if it
      is not entitled to vote on the Plan but entitled to
      receive notice.  This covers the coordination with all
      brokerage firms, banks, institutions, and other
      interested parties, including the distribution of voting
      materials.

      This assumes one distribution of materials, which will be
      directed to the Nominees' proxy departments, a single
      Plan, and no extensions of the voting deadline;

  (b) for the mailing to registered record holders of bonds and
      any other voting party, estimated labor charges at $1.75 -
      $2.25 per voting or subscription package, depending on the
      complexity of the mailing, with a $500 minimum for each
      mail file for a specific group, an example being a list of
      registered holders of a bond.  The charge assumes the
      package will include the disclosure statement, a ballot
      or subscription form, a return envelope, and one other
      document.  It also assumes that a window envelope will be
      used for the mailing, and will therefore not require the
      extra procedures of matching the preprinted solicitation
      materials with an envelope that has a printed label;

  (c) a minimum charge of $2,000 to take up to 250 telephone
      calls from security holders and other parties within a 30-
      day solicitation period.  If more than 250 calls are
      received within the period, those additional calls will be
      charged at $8.00 per call.  Any calls made by FBG to
      security holders and other parties at the request of the
      Debtors will be charged at $8.00 per call;

  (d) a charge of $125 per hour for the tabulation of ballots
      and master ballots, plus set up charges of $1,000 for each
      tabulation element.  Standard hourly rates will apply for
      any time spent by senior executives reviewing and
      certifying the tabulation and dealing with special issues
      that may develop;

  (e) a hosting fee of $150 per month to post relevant documents
      to the FBG document Web site, with an appropriate
      extension for this solicitation; and

  (f) FBG will bill for consulting hours at its applicable
      standard hourly rates.   Consulting services by FBG will
      include the review and development of materials, including
      the disclosure statement, Plan, solicitation procedures,
      ballots, and master ballots; participation in telephone
      conferences, strategy meetings or the development of
      strategy relative to the project; efforts related to
      special balloting procedures, including issues that may
      arise during the balloting or tabulation process; computer
      programming or other project-related data processing
      services; visits to cities outside of New York for client
      meetings or legal or other matters; efforts related to the
      preparation of testimony and attendance at court hearings;
      and the preparation of affidavits, certifications, fee
      applications, invoices, and reports.  FBG's professionals
      have these customary hourly rates:

                Title                  Rate per Hour
                -----                  -------------
          Executive Director                $410
          Vice President                    $360
          Senior Case Manager               $300
          Case Manager                      $240
          Case Analyst                      $190
          Programmer II                     $195
          Programmer I                      $165
          Clerical                           $65

  (g) to the extent requested by the Debtors, notice mailings to
      Beneficial Owners of debt securities held in Street Name
      will be charged at a fee of $5,000 plus $500 per CUSIP or
      ISIN to be noticed, with a cap of $7,500.  Mailings to
      registered holders of securities will be charged at a rate
      of $0.50 - $0.65 per holder, with a $250 minimum.

The Debtors will also reimburse FBG for certain actual and
necessary expenses incurred.  To reduce administrative expenses
related to FBG's retention, the Debtors sought and obtained Court
authority to pay FBG's fees and expenses without the necessity of
FBG filing formal fee applications.

Jane Sullivan, executive director at FBG, disclosed that her firm
has a relationship with these parties that are unrelated to the
Debtors' Chapter 11 cases:

* Liberty Mutual Europe Insurance
* Deloitte Tax
* Federal Express
* UPS
* Solutia Inc.
* Delphi Corporation
* Epiq Systems

Despite these relationships, Ms. Sullivan assures the Court that
FBG is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code, and is eligible to be
retained in the Debtors' bankruptcy cases pursuant to Section
327(a) of the Bankruptcy Code.

                     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)


MAGNACHIP SEMICONDUCTOR: Emerges from Chapter 11
------------------------------------------------
MagnaChip Semiconductor announced that its Second Amended Plan of
Reorganization confirmed by the United States Bankruptcy Court for
the District of Delaware on September 25, 2009, will become
effective on Monday, November 9, marking MagnaChip's emergence
from voluntary Chapter 11 restructuring.

The Plan was overwhelmingly supported by the Company's creditors.
Under the Plan, Avenue Capital Management II, L.P. has become the
controlling shareholder of MagnaChip, and other secured and
unsecured creditors have received minority equity stakes.
MagnaChip has reduced its long-term debt to only $62 million,
leaving the Company's balance sheet nearly net debt free with over
$50 million of cash on the balance sheet.

Sang Park, CEO of MagnaChip Semiconductor said, "I am very happy
to announce that MagnaChip has overcome its difficulties and is
now financially robust and ready to continue executing our growth
plan. We greatly appreciate the solid support of our creditors and
especially our customers, suppliers, and business partners. The
quick completion of our financial restructuring is a testament to
our employees and the strength of our business."

                        The Chapter 11 Plan

MagnaChip's Chapter 11 plan originally proposes a sale of its
assets, but later conveyed support for the Creditors Committee's
plan.  The Plan was also supported by the largest noteholder,
Avenue Capital Management II, L.P.

The plan of reorganization provides for an equity infusion by
Avenue Capital and other investors and was overwhelmingly
supported by creditors.

The new investment led by Avenue Capital, one of MagnaChip's
largest creditors, will conclude the financial restructuring.
With this Court ruling approving the plan, Avenue Capital will
have a controlling interest in MagnaChip.  Avenue Capital was
founded in 1995 and is one of the largest global investment
management firms in the world, managing assets valued at
approximately $17.8 billion.

Under the Plan proposed by the Creditors Committee, claims against
the Debtors will be satisfied through

   (a) payment or issuance to Korean Exchange Bank, the first
       lien lender owed an aggregate of US$95 million (i) cash
       equal to 72% of the claim of the first lien lender
       ("Treatment A"), or (ii) cash equal to 35% of the first
       lien lender's secured claim and a pro rata share of term
       loans with principal equal to the remaining amount of the
       claim ("Treatment B"),

   (b) the distribution of 5% of the new stock and rights to
       participate in an offering for new common stock to holders
       of second lien notes aggregating US$500 million,

   (c) distribution, as a "gift" from second lien noteholders,
       cash equivalent to 10% of their allowed claims to holders
       of unsecured claims expected to aggregate US$3.23 million,

   (d) distribution, as a "gift" from second lien noteholders, of
       1% of the new stock plus warrants to purchase 5% of the
       new stock with a strike price equivalent to a
       US$600 million total enterprise value to holders of
       US$250 million subordinated notes claims.

Under the Committee's Plan, Korea Exchange Bank will get 35% of
the $95 million it is owed in cash.  Under the Original Plan, the
Committee offered full recovery for the lenders through the
issuance of a new term loan in full and complete satisfaction of
the first lien lender claims aggregating US$95 million.

The Company will launch an offering of no less than US$35 million
and no more than US$50 million in aggregate new common units to
second lien noteholders.

A unit of Avenue Capital Management II LP, the largest noteholder,
will act as the "backstop purchaser" and buy at least 67% of the
stock.

                    About Avenue Capital Group

Avenue Capital Group manages assets valued at approximately $19.2
billion.  Avenue is a leading global investment management firm
specializing in distressed and undervalued public and private debt
and equity securities of undervalued and distressed companies.
Founded in 1995, Avenue is headquartered in New York, with offices
in London, Munich, Luxembourg, and nine offices throughout Asia.

                   About MagnaChip Semiconductor

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  Curtis
A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  Howard A. Cohen, Esq., at
Drinker Biddle & Reath serves as counsel for the official
committee of unsecured creditors.  Omni Management Group LLC is
the Debtors' claims agent.   In their formal schedules, MagnaChip
Semiconductor S.A. disclosed US$951,917,782 in assets against
US$845,903,186 in debts while MagnaChip Semiconductor B.V.
disclosed assets of US$762,465,739 against debts of
US$1,800,612,084.


MAJESTIC STAR: Receives Default Notice on $79.3 Million Debt
------------------------------------------------------------
The Majestic Star Casino, LLC, on October 30, 2009, received a
Notice of Events of Default and Reservation of Rights from the
administrative agent for the lenders under the Company's Senior
Secured Credit Facility and relating to the Loan and Security
Agreement, dated as of October 7, 2003, as amended, restated,
supplemented, or otherwise modified from time to time.

In the Acceleration Notice, the Agent declared all obligations
under the Loan and Security Agreement, in the amount of
$79,334,363.96 (as of October 28, 2009), immediately due and
payable.

Additionally, the Acceleration Notice stated that as a consequence
of the notice received by the Agent from the trustee for the
holders of the Company's Senior Secured Notes on October 20, 2009,
the Agent would commence the exercise of its rights and remedies
under the Loan and Security Agreement and the related documents.

Further, the Agent and each of the lenders reserved all of their
respective remedies, powers, rights, and privileges under the Loan
and Security Agreement or the other loan documents and advised
that neither the Agent nor lenders have any obligation to forbear
from enforcing its rights and remedies with respect to any Default
or Event of Default.

As reported by the Troubled Company Reporter on October 29, 2009,
an Event of Default exists under Majestic Star Casino'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.


MAMMOTH HENDERSON II: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Mammoth Henderson II LLC
        29222 Rancho Viejo Rd #203
        San Juan Capistrano, CA 89074

Case No.: 09-22234

Chapter 11 Petition Date: November 5, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Thomas C. Corcovelos, Esq.
                  1001 Sixth St., Ste. 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116
                  Fax: (310) 318-3832
                  Estimated Assets: $10,000,001 to $50,000,000

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

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

According to the schedules, the Company has assets of $24,002,100,
and total debts of $20,895,296.

The petition was signed by Robert L. Wish.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Bishop Networks                                   $500

Webco Sweeping                                    $580

WWX, Inc.                                         $602

Green Valley Security, Inc.                       $910

ABC Locksmiths                                    $921

Bristlecone Signs                                 $934

Fosters Air                                       $1,125
Conditioning

Nevada Pools                                      $1,160

J2 Commercial Cleaning                            $1,160

City of Henderson                                 $1,305

Thyssenkrupp                                      $1,412
Elevator Corp.

Besam                                             $1,643

Republic Services                                 $2,215

Netco Inc.                                        $2,347

New Life Carpets, Inc.                            $2,363

XL Fire Protection                                $2,407

Advanced Lighting                                 $2,495
Services, Inc.

Goosecreek LLC                                    $3,000
dba Lochsa Surveying

NV Energy                                         $3,361

Merchants Building                                $5,299
Maintenance, LLC


MARSHALL SHIELDS: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Marshall Shields
        11858 Caminito Sanudo
        San Diego, CA 92120

Bankruptcy Case No.: 09-17085

Chapter 11 Petition Date: November 5, 2009

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

Judge: James W. Meyers

Debtor's Counsel: Thomas C. Nelson, Esq.
                  550 West C Street, Suite 1850
                  San Diego, CA 92101
                  Tel: (619) 236-1245
                  Email: tom@tcnlaw.com

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

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

According to the schedules, the Company has assets of $3,241,709,
and total debts of $3,472,518.

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

            http://bankrupt.com/misc/casb09-17085.pdf

The petition was signed by Marshall Shields.


MASHANTUCKET PEQUOT: Dissolves Unity Gaming Venture with MGM
------------------------------------------------------------
MGM MIRAGE is a party to a series of agreements to implement a
strategic alliance with the Mashantucket Pequot Tribal Nation,
which owns and operates Foxwoods Casino Resort in Mashantucket,
Connecticut.  Under the strategic alliance, a casino resort owned
and operated by MPTN located adjacent to the Foxwoods casino
resort carries the "MGM Grand" brand name.  The Company and MPTN
also formed a jointly owned company -- Unity Gaming, LLC -- to
acquire or develop future gaming and non-gaming enterprises.

MGM MIRAGE disclosed in a regulatory filing that on September 30,
2009, the Company and MPTN agreed to dissolve Unity Gaming, LLC
and release MGM MIRAGE of its $200 million financial commitment
with respect thereto due to the current economic environment.  The
Company and MPTN also agreed that the Company will no longer
provide consulting services to MPTN for the operations of MGM
Grand at Foxwoods; however, the Company will continue to earn a
fee for MPTN's use of the "MGM Grand" brand name.

On Friday, MGM MIRAGE filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
September 30, 2009.  MGM MIRAGE believes that the availability
under its senior credit facility and future operating cash flow
will allow the Company to fulfill its financial commitments
through 2010 including any amounts due under the CityCenter
completion guarantee.  However, the Company's ability to meet its
obligations to redeem its $782 million 8.5% senior notes maturing
in September 2010 depends in part on the Company's operating
performance and amounts required to be funded under the Company's
CityCenter completion guarantee meeting management's current
expectations.  Should operating results or the amount required
under the CityCenter completion guarantee not meet expectations,
it may be necessary for the Company to seek additional financing
or explore the sale of non-core assets to satisfy the September
2010 senior note maturity.

A full-text copy of MGM MIRAGE's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?48a6

                  About the Mashantucket Pequot

The Mashantucket Pequots are an Eastern Woodland people with its
traditional homelands in Southeastern Connecticut having endured
centuries of conflict, survival and continuity on and around one
of America's oldest Indian reservations, established in
1666.

The Mashantucket Pequot Tribal Nation owns one of the largest
resort casino in the world, Foxwoods Resort Casino --
http://www.foxwoods.com/,along with several other economic
ventures including the Lake of Isles Golf Course --
http://www.lakeofisles.com/-- a joint-venture partnership
establishing the MGM Grand at Foxwoods, The Spa at Norwich Inn and
Foxwoods Development Company dedicated to world-class resort
development throughout the United States and Caribbean.
The Tribe employs approximately 10,000 people and, through its
slot contribution agreement, it has contributed nearly $3 billion
to the State of Connecticut since January 1993.

                           *     *     *

Moody's previous rating action was on August 26, 2009, when the
Tribe's Corporate Family Rating was lowered to Caa2 from B1 and
all of its ratings were placed on review for possible downgrade.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

At September 30, 2009, MGM MIRAGE had $21.7 billion in total
assets against total current liabilities of $1.15 billion,
deferred income taxes of $3.14 billion, long-term debt of
$12.9 billion, other long-term obligations of $221.70 million;
resulting in stockholders' equity of $4.29 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MASONITE INC: S&P Assigns Corporate Credit Rating at 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to door manufacturer Masonite Inc.  The
outlook is stable.

"This rating assignment follows a full review on the company
following its emergence from bankruptcy protection under
Companies' Creditors Arrangement Act in Canada and Chapter 11 in
the U.S.," said Standard & Poor's credit analyst Jatinder Mall.

"The rating reflects Masonite's leading position as one of the
largest door manufacturers in the world, historically stable
profitability and cash flow, and minor debt," Mr.  Mall added.

These strengths are partially offset in S&P's opinion by the
company's exposure to the cyclical North American housing
construction market, expectations of weak profitability for the
next two years, and lack of a financial policy.

Masonite is one of the world's leading producers of both interior
and exterior doors, with a significant market share in its primary
North American market.  It has vertically integrated operations,
with 55 facilities in 18 countries.  North America accounts for
about two-thirds of company sales, while Europe and the rest of
the world account for the balance.

S&P considers Masonite's financial risk profile significant since
it emerged from bankruptcy in June with minor debt.  Although the
company does not currently have a financial policy in place and a
target leverage ratio, S&P believes Masonite will eventually carry
some debt on its books.  As such, this rating takes into
consideration the company's ability to carry debt and a leverage
ratio of about 3.5x.  Given the current cash position (and aside
from an acquisition or dividend payout), Standard & Poor's expects
Masonite to remain debt free in the near term.  While S&P consider
the company's current cash flow generation low, S&P expects it to
improve gradually as market conditions improve.

Masonite is a market leader with a strong position in interior and
exterior doors.  Although the company's profitability has weakened
due to lower volumes and higher input costs, S&P believes it has
been able to temper the effects by making gains on productivity
and by reducing selling, general, and administrative expenses.  In
the past two years, Masonite has lowered headcount, reduced
production facilities by one-third to 55, and consolidated
operations and material sourcing.

The stable outlook reflects Standard & Poor's expectations that
Masonite will continue to generate positive cash flows even in the
current weak business environment and maintain sufficient
liquidity.  S&P could lower the rating if market conditions
significantly worsen or loss of a major customer leads to negative
cash flow generation and a large cash burn.  An upgrade at this
time is constrained by the company's uncertain financial policy
and unclear long-term capital structure.  However, an upgrade
would require Masonite to demonstrate that it can sustain a
leverage ratio of below 3x in the long term.


MEGA MEDIA GROUP: Shuts Down Radio Station Pulse 87
---------------------------------------------------
Crain's New York Business reports that Mega Media Group's dance
music radio station Pulse 87 has shut down due to the recession.
Mega Media CEO Alex Shvarts said that the station stopped
broadcasting on October 30.

Mega Media Group, Inc., and its debtor-affiliate, Echo
Broadcasting Group Feller, is based in Brooklyn, New York.  They
operate the Rhythmic WNYZ-LP.

Mega Media filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Eastern District of New York, listing
$180,000 in assets and $3,564,061 in debts.


MERRILL LYNCH BANK & TRUST: Fitch Puts 'D' Individual Rating
------------------------------------------------------------
This is an amendment to the release of Nov. 2, 2009.  It corrects
the long-term deposit rating of Bank of America Rhode Island N.A.
to 'AA-' from 'A+' and corrects the withdrawn rating of Merrill
Lynch Bank & Trust Co. FSB long-term deposits to 'AA-' from 'A+'.

Bank of America Corporation has undertaken a reorganization of
some of its bank subsidiaries.  Bank of America Rhode Island N.A.
has begun to hold deposits of external customers.  At the same
time, Merrill Lynch Bank & Trust Co. FSB has been merged into Bank
of America N.A.

As a result of the decision to hold deposits at BANA-RI, Fitch has
affirmed all existing ratings and the Stable Outlook, and has also
assigned long-term and short-term deposit ratings to this
subsidiary.  Ratings of BANA-RI reflect its position as an
operating entity in the BAC family.  The long-term and short-term
Issuer Default Ratings and the deposit and support floor/support
ratings all reflect Fitch's view that there is an extremely high
probability that this entity, along with other core BAC
subsidiaries, would receive support in a crisis scenario.  The
Stable Rating Outlook is also derived from government support.
BANA-RI's individual rating is linked to that of BAC and reflects
the consolidated company's weakened earnings and asset quality
profile.

Separately, Fitch has withdrawn all issue and issuer ratings of
ML-FSB, since this company no longer exists as a separate entity.

Fitch has assigned these ratings:

Bank of America Rhode Island, N.A.

  -- Long-term deposits 'AA-';
  -- Short-term deposits 'F1+'.

Fitch has affirmed these ratings with a Stable Outlook:

Bank of America Rhode Island, N.A.

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1+';
  -- Individual at 'D';
  -- Support at '1';
  -- Support Floor at 'A+'.

Fitch has withdrawn these ratings:

Merrill Lynch Bank & Trust Co. FSB

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+';
  -- Long-term deposits 'AA-';
  -- Short-term deposits 'F1+';
  -- Individual 'D';
  -- Support '1';
  -- Support Floor 'A+'.


METROPCS WIRELESS: Bank Debt Trades at 8% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which MetroPCS
Communications, Inc., is a borrower traded in the secondary market
at 92.25 cents-on-the-dollar during the week ended Friday, Nov. 6,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.78 percentage points from the previous week, The Journal
relates.  The debt matures on Oct. 11, 2013.  The Company pays 225
basis points above LIBOR to borrow under the loan facility and it
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Nov. 6,
among the 172 loans with five or more bids.

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest.  The Company provides an array of wireless
communications services to its subscribers on a no long-term
contract, paid-in-advance, flat-rate, unlimited usage basis.  As
of Dec. 31, 2008, it had approximately 5.4 million subscribers in
eight states.

MetroPCs carries 'B' issuer credit ratings from Standard & Poor's.


MGM MIRAGE: Dissolves Unity Gaming Venture with Mashantucket
------------------------------------------------------------
MGM MIRAGE is a party to a series of agreements to implement a
strategic alliance with the Mashantucket Pequot Tribal Nation,
which owns and operates Foxwoods Casino Resort in Mashantucket,
Connecticut.  Under the strategic alliance, a casino resort owned
and operated by MPTN located adjacent to the Foxwoods casino
resort carries the "MGM Grand" brand name.  The Company and MPTN
also formed a jointly owned company -- Unity Gaming, LLC -- to
acquire or develop future gaming and non-gaming enterprises.

MGM MIRAGE disclosed in a regulatory filing that on September 30,
2009, the Company and MPTN agreed to dissolve Unity Gaming, LLC
and release MGM MIRAGE of its $200 million financial commitment
with respect thereto due to the current economic environment.  The
Company and MPTN also agreed that the Company will no longer
provide consulting services to MPTN for the operations of MGM
Grand at Foxwoods; however, the Company will continue to earn a
fee for MPTN's use of the "MGM Grand" brand name.

On Friday, MGM MIRAGE filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
September 30, 2009.  MGM MIRAGE believes that the availability
under its senior credit facility and future operating cash flow
will allow the Company to fulfill its financial commitments
through 2010 including any amounts due under the CityCenter
completion guarantee.  However, the Company's ability to meet its
obligations to redeem its $782 million 8.5% senior notes maturing
in September 2010 depends in part on the Company's operating
performance and amounts required to be funded under the Company's
CityCenter completion guarantee meeting management's current
expectations.  Should operating results or the amount required
under the CityCenter completion guarantee not meet expectations,
it may be necessary for the Company to seek additional financing
or explore the sale of non-core assets to satisfy the September
2010 senior note maturity.

A full-text copy of MGM MIRAGE's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?48a6

                  About the Mashantucket Pequot

The Mashantucket Pequots are an Eastern Woodland people with its
traditional homelands in Southeastern Connecticut having endured
centuries of conflict, survival and continuity on and around one
of America's oldest Indian reservations, established in
1666.

The Mashantucket Pequot Tribal Nation owns one of the largest
resort casino in the world, Foxwoods Resort Casino --
http://www.foxwoods.com/,along with several other economic
ventures including the Lake of Isles Golf Course --
http://www.lakeofisles.com/-- a joint-venture partnership
establishing the MGM Grand at Foxwoods, The Spa at Norwich Inn and
Foxwoods Development Company dedicated to world-class resort
development throughout the United States and Caribbean.
The Tribe employs approximately 10,000 people and, through its
slot contribution agreement, it has contributed nearly $3 billion
to the State of Connecticut since January 1993.

                           *     *     *

Moody's previous rating action was on August 26, 2009, when the
Tribe's Corporate Family Rating was lowered to Caa2 from B1 and
all of its ratings were placed on review for possible downgrade.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

At September 30, 2009, MGM MIRAGE had $21.7 billion in total
assets against total current liabilities of $1.15 billion,
deferred income taxes of $3.14 billion, long-term debt of
$12.9 billion, other long-term obligations of $221.70 million;
resulting in stockholders' equity of $4.29 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MICHAELS STORES: Maturity of $1-Bil. B-2 Term Loans Extended
------------------------------------------------------------
Michaels Stores, Inc., on November 5, 2009, entered into a Fourth
Amendment to Credit Agreement to the Company's $2.4 billion senior
secured term loan facility with Deutsche Bank AG New York Branch,
as administrative agent, and the other lenders party thereto.

The Fourth Amendment amends the Term Loan Credit Facility to allow
for an extension of the maturity date for $1.0 billion of existing
term loans -- B-2 Term Loans -- to July 31, 2016.

As a result of the Fourth Amendment, the applicable margins for
the B-2 Term Loans under the Term Loan Credit Facility will be
3.50 % with respect to base rate borrowings and 4.50 % with
respect to LIBOR borrowings.  The B-2 Term Loans are subject to
(i) a springing maturity date of July 31, 2014 unless either (x)
the Company's 10% Senior Notes due 2014 are refinanced 91 days
prior to the maturity of such Senior Notes or (y) the Company can
meet a leverage covenant of 3.25x; and (ii) a minimum increase in
effective yield of 0.25% in connection with future extensions.
Additionally, for the B-2 Term Loans one- and two-month LIBOR
options have been eliminated.

A full-text copy of the Fourth Amendment to Credit Agreement,
dated as of November 5, 2009, to the Credit Agreement, dated as of
October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG
New York Branch, as administrative agent, the other lenders named
therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank
of America, N.A. and Credit Suisse, as co-documentation agents,
and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and
Banc of America Securities LLC as co-lead arrangers and joint
bookrunners, is available at no charge at:

               http://ResearchArchives.com/t/s?48a7

The Company notes that certain lenders under the Term Loan Credit
Facility, as amended, have engaged in, or may in the future engage
in, transactions with, and perform services for, the Company and
its affiliates in the ordinary course of business.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of August 1, 2009, the Company had $1.675 billion in total
assets, and $703 million and $4.549 billion in total long-term
liabilities, resulting in $2.874 billion stockholders' deficit.
As of August 1, 2009, the Company's cash balance was $36 million.
Second quarter debt levels declined $70 million to $3.964 billion
compared to $4.034 billion as of the end of second quarter of
fiscal 2008.  Availability under the revolving credit facility was
$526 million.  During the quarter, the Company also made a
$5.9 million amortization payment on its Senior Secured Term Loan.

Michaels Stores continues to carry Moody's Investors Service's
Caa1 Corporate Family rating.


MODINE MANUFACTURING: Richardson Steps Down as EVP & CFO
--------------------------------------------------------
Modine Manufacturing Company said Bradley C. Richardson is
resigning from his role as the Company's Executive Vice President
-- Corporate Strategy and Chief Financial Officer and as a
director of the Company.  Mr. Richardson's resignation is
effective November 13, 2009.

Robert R. Kampstra will assume the responsibilities of the Chief
Accounting Officer upon Mr. Richardson's departure.  Mr. Kampstra,
age 35, is the Company's Vice President and Corporate Controller,
a position he has held since May 2008.  Prior to that time, Mr.
Kampstra served as the Company's Corporate Controller (July 2006
-- May 2008) and Assistant Corporate Controller (March 2006 --
July 2006).  Prior to joining the Company, he was Manager of
External Reporting and Compliance at School Speciality Inc., a
provider of innovative and proprietary products, programs, and
services to educators, in Greenville, Wisconsin (March 2004 --
February 2006).  Prior to joining School Specialty Inc., Mr.
Kampstra worked in positions of increasing responsibility at
PricewaterhouseCoopers LLP.

"Brad Richardson has been a valued member of our executive team
since 2003 and has played an important role in helping guide the
strategic transformation of our company," said Thomas A. Burke,
President and Chief Executive Officer.  "He leaves with our
blessing in order to accept a similar position and at the same
time fulfill his desire to return to his native Ohio where much of
his family still resides.  Brad leaves Modine at a time when we
are well positioned both strategically and financially to build on
our Four-Point Plan and continue our drive for long term,
sustainable growth.  We thank Brad for his service and wish him
and his family our very best on this next chapter in their lives."

On November 5, 2009, Modine filed its quarterly report on Form
10-Q for the period ended September 30, 2009.  The Company said it
expects to remain in compliance with the financial covenants under
its debt agreements throughout the remainder of fiscal 2010 based
on the adjusted EBITDA recorded during the first and second
quarters of fiscal 2010 and the projected financial results for
the remainder of fiscal 2010.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?48a8

Modine on September 15, 2009, entered into (1) a second amendment
to its Credit Agreement with JPMorgan Chase Bank, N.A., as Swing
Line Lender, as LC Issuer and 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; (2) 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; and (3) 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.
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.

On September 18, the Company entered into amendments to 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.

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


MORRIS PUBLISHING: Terms of Restructuring Support Agreement
-----------------------------------------------------------
Morris Publishing Group, LLC, Morris Publishing Finance Co., and
the Company's subsidiaries on October 30, 2009, entered into a
Restructuring Support Agreement with the holders of the 7% Senior
Subordinated Notes due 2013 representing approximately 72% of the
approximately $278,478,000 in aggregate principal amount
outstanding of the Old Notes.

The Support Agreement incorporates and supplements the binding
restructuring term sheet, dated as of September 23, 2009 and
amended on October 15, 2009, October 23, 2009 and October 27,
2009, by and among the Company and the Consenting Holders.

The Support Agreement provides, among other things, for the
restructuring of the Old Notes through either (i) an out-of-court
exchange offer, if holders of at least 99% of the aggregate
principal amount of the outstanding Old Notes tender their Old
Notes in such exchange offer, or (ii) a pre-packaged plan of
reorganization under chapter 11 of title 11 of the United States
Code, if the Prepackaged Plan is approved by holders of Old Notes
representing at least two-thirds in principal amount and more than
one-half in number of those who vote to accept or reject the
Prepackaged Plan and is confirmed by a final order of the
Bankruptcy Court.

Pursuant to the Restructuring, the holders of the Old Notes would
exchange their Old Notes (including any accrued and unpaid
interest) for their pro rata share of $100,000,000 principal
amount of new second-lien secured notes immediately upon the
effective date of either (i) the Exchange Offer, or (ii) the
Prepackaged Plan.  Upon consummation of the Restructuring,
$110,000,000 of MPG's existing $136,500,000 of senior debt will be
satisfied or contributed to capital by affiliates of MPG.

The New Notes will bear interest of at least 10% per annum but
could bear interest up to 15% per annum until MPG repays its
remaining senior debt, and a portion of any interest may be paid-
in-kind (PIK).  The New Notes will have a maturity of four and one
half years from the Effective Date.  The Company has agreed to
solicit votes from the holders of the Old Notes to accept the
Prepackaged Plan concurrently with the Exchange Offer.

Pursuant to the Support Agreement, the Consenting Holders have
agreed, among other things:

     -- to timely vote to accept the Prepackaged Plan and not to
        revoke any such vote unless and until the Support
        Agreement is terminated in accordance with its terms;

     -- to timely vote against and not consent to or otherwise
        directly or indirectly support, any restructuring or
        reorganization of the Company other than the Exchange
        Offer and the Prepackaged Plan;

     -- if chapter 11 cases have been commenced in accordance with
        the Support Agreement, not to directly or indirectly seek,
        solicit, support, or encourage the termination or
        modification of the Company's exclusive period for the
        filing of any plan, proposal or offer of dissolution,
        winding up, liquidation, reorganization, merger or
        restructuring of the Company, or take any other action
        that could prevent, interfere with, delay or impede the
        implementation or consummation of the Restructuring; and

     -- to consent to an amendment to the indenture governing the
        Old Notes.

Pursuant to the Support Agreement, the Company has agreed, among
other things:

     -- if the minimum tender condition, which requires at least
        99% of the aggregate principal amount of the outstanding
        Old Notes to have been validly tendered and not withdrawn
        in the Exchange Offer, has not been satisfied by the
        Exchange Offer's expiration date, as it may be extended:

        * to commence chapter 11 cases within seven calendar days
          after the conclusion of the solicitation of acceptances
          of the Prepackaged Plan;

        * to obtain, in accordance with the terms of the Support
          Agreement, the approval of a disclosure statement and
          the confirmation of the Prepackaged Plan from the
          Bankruptcy Court not later than 5:00 pm Eastern time on
          the date that is 30 calendar days after the commencement
          of the chapter 11 cases, subject to the schedule of the
          Bankruptcy Court; and

        * to consummate the Prepackaged Plan not later than 5:00
          pm Eastern time on the date that is 11 calendar days
          after the date on which the Prepackaged Plan is
          confirmed by the Bankruptcy Court;

        * not to withdraw or revoke the Exchange Offer or the
          Prepackaged Plan or publicly announce the Company's
          intention not to pursue the Restructuring;

     -- not to propose, support, assist, engage in negotiations in
        connection with or participate in the formulation of, any
        restructuring or reorganization of the Company other than
        the Restructuring prior to the consummation of the
        Restructuring;

     -- to pay for certain fees and expenses of the legal and
        financial advisors for the ad hoc committee of certain
        Consenting Holders;

     -- to limit the Company's ability to take certain actions,
        including issuing securities, hiring additional employees,
        making capital expenditures and incurring indebtedness
        prior to the consummation of the Restructuring;

     -- to have certain amounts of cash on hand when the
        Restructuring is consummated;

     -- with respect to the Credit Agreement, by and among the
        Company, Morris Communications Company, LLC, the lenders
        party thereto and Tranche Manager, LLC, as administrative
        agent,

        * that the aggregate outstanding balance on the Tranche A
          term loan will not exceed $19,700,000 at any time, and
          that the aggregate outstanding balance of the Tranche B
          term loan will not exceed $6,800,000 (plus accrued paid
          -in-kind interest) at any time;

        * that the Tranche A term loan will not be held by an
          affiliate of the Company at any time;

        * not to make certain amendments to the Credit Agreement;
          and

        * on or prior to 150 days from the consummation of the
          Restructuring, to refinance the Tranche A term loan, and
          that the Company may, at its option, refinance the
          Tranche B term loan, in each case with a term loan
          and/or revolver that is provided by an unaffiliated
          commercial bank and not by an affiliate of the Company
          and that complies with certain terms and conditions
          outlined in the Support Agreement. If the Tranche B term
          loan is not refinanced on or prior to 150 days from the
          consummation of the Restructuring, the Tranche B term
          loan will mature four and one half years from the date
          the New Notes are issued and will only be capable of
          amortization or repayment on a pro rata basis with the
          New Notes;

     -- if the minimum tender condition, which requires at least
        99% of the aggregate principal amount of the outstanding
        Old Notes have been validly tendered and not withdrawn
        in the Exchange Offer, has been satisfied, to consummate
        the Exchange Offer within three business days after the
        expiration date of the Exchange Offer, as it may be
        extended;

     -- to allow holders of the New Notes to appoint a non-voting
        observer to each of the Company's board of directors so
        long as any New Notes remain outstanding;

     -- to make certain amendments to the Company's tax
        consolidation agreement within 15 business days of
        commencing the Exchange Offer;

     -- to make certain amendments to the Company's management and
        services agreement that will become effective upon the
        consummation of the Restructuring; and

     -- to enter into deposit account control agreements to
        perfect the security interest granted under the New Notes
        with respect to each deposit account that is or will be in
        place for the benefit of the Company's lenders under the
        Credit Agreement on or prior to the consummation of the
        Restructuring.

Pursuant to the Support Agreement, the Company may enter into a
first-lien secured working capital facility with an aggregate
maximum principal amount not to exceed $10,000,000, provided that
any Working Capital Facility permits (1) the payment of interest
on the New Notes at all times (other than when an event of default
under the Working Capital Facility shall have occurred and be
continuing), and (2) the amortization of the New Notes when there
is no outstanding balance on the Working Capital Facility. As a
condition to obtaining the Working Capital Facility, the Company
is required to use available cash to amortize the Tranche A term
loan (or the refinanced debt, if applicable).

Subject to earlier termination, the Support Agreement will
automatically terminate upon the earlier of the consummation of
the Restructuring and September 30, 2010.

Morris Publishing is represented by:

     Hull, Towill, Norman, Barrett & Salley, P.C.
     801 Broad Street, 7th Floor
     Augusta, Georgia 30901
     Fax: (706) 722-9779
     Attn: Mark S. Burgreen, Esq.
     e-mail: msburgreen@hullfirm.com

     -- and --

     Neal Gerber Eisenberg, LLP
     Two North LaSalle Street, Suite 1700
     Chicago, Illinois 60602
     Fax: (312) 269-1747
     Attn: Mark A. Berkoff, Esq.
           Nicholas M. Miller, Esq.
     e-mail: mberkoff@ngelaw.com
     e-mail: nmiller@ngelaw.com

Notices to a Consenting Holder must be sent to:

     Stroock & Stroock & Lavan LLP
     180 Maiden Lane
     New York, New York 10038
     Fax: (212) 806-6006
     Attn: Kristopher M. Hansen, Esq.
           Brett Lawrence, Esq.
     e-mail: khansen@stroock.com
     e-mail: blawrence@stroock.com

A full-text copy of the RESTRUCTURING SUPPORT AGREEMENT,
DATED AS OF OCTOBER 30, 2009, is available at no charge at
http://ResearchArchives.com/t/s?48b9

                      About Morris Publishing

Morris Publishing Group, LLC -- http://www.morrisrestructures.com/
-- is a privately held media company based in Augusta, Ga. Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


NAVISTAR INT'L: OppenheimerFunds Discloses 11.65% Equity Stake
--------------------------------------------------------------
OppenheimerFunds, Inc., reports having beneficially ownership of
8,248,640 shares or 11.65% of the common stock of Navistar
International Corporation as of October 31, 2009.

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                         *     *     *

Navistar continues to carry Standard & Poor's Ratings Services'
'BB-' corporate credit ratings and 'BB-' issue-level rating.
Navistar caries Moody's Investors Service's 'B1' Corporate Family
Rating, 'B1' Probability of Default; and SGL-2 Speculative Grade
Liquidity rating.


NAVISTAR INT'L: Closes Sale of 8.25% Notes and 3.00% Notes
----------------------------------------------------------
Navistar International Corporation reports that on October 28,
2009, it completed the sale of $1,000,000,000 aggregate principal
amount of its 8.25% Senior Notes due 2021 pursuant to the terms of
the underwriting agreement dated October 22, 2009, among the
Company, Navistar, Inc., as Guarantor, and Credit Suisse
Securities (USA) LLC and J.P. Morgan Securities Inc., as
representatives of several underwriters.  The Senior Underwriting
Agreement contains customary representations, warranties and
covenants. Under the terms of the Senior Underwriting Agreement,
the Company has agreed to indemnify the Underwriters against
certain liabilities.

The Senior Notes were issued under an indenture, dated October 28,
2009, among the Company, the Guarantor, and The Bank of New York
Mellon Trust Company, N.A., as trustee.  The Senior Indenture, and
the form of Senior Notes, provide, among other things, that the
Senior Notes will be senior unsecured obligations of the Company.
Interest is payable on the Senior Notes on May 1 and November 1 of
each year beginning on May 1, 2010 until their maturity date of
November 1, 2021.  The terms of the Senior Indenture, among other
things, limit, in certain circumstances, the ability of the
Company to: make restricted payments; incur additional debt and
issue preferred or disqualified stock; create liens; create or
permit to exist restrictions on its ability or the ability of its
restricted subsidiaries to make certain payments or distributions;
engage in sale-leaseback transactions; engage in mergers or
consolidations or transfer all or substantially all of its assets;
designate restricted and unrestricted subsidiaries; make certain
dispositions and transfers of assets; place limitations on the
ability of its restricted subsidiaries to make distributions;
enter into transactions with affiliates; and guarantee
indebtedness.

On October 28, 2009, the Company completed the sale of
$550,000,000 aggregate principal amount of 3.00% senior
subordinated convertible notes due 2014 pursuant to the terms of
the underwriting agreement dated October 22, among the Company and
the Underwriters.  The Convertible Underwriting Agreement contains
customary representations, warranties and covenants.  Under the
terms of the Convertible Underwriting Agreement, the Company has
agreed to indemnify the Underwriters against certain liabilities.
In accordance with the Convertible Underwriting Agreement, the
Underwriters may also purchase up to an additional $75,000,000
principal amount of the Convertible Notes at the public offering
price, less underwriting discounts and commissions, to cover over-
allotments, if any, within the 13-day period from the date of the
original issuance of the Convertible Notes.

The Convertible Notes were issued under an Indenture, dated
October 28, 2009, among the Company and the Trustee.  The
Convertible Indenture, and the form of Convertible Notes, provide,
among other things, that the Convertible Notes will be senior
subordinated unsecured obligations of the Company.  Interest is
payable on the Convertible Notes on April 15 and October 15 of
each year beginning on April 15, 2010 until their maturity date of
October 15, 2014.

On November 2, Daniel C. Ustian, Chairman, Navistar's President
and Chief Executive Officer, discussed business opportunities and
other matters related to the Company during the 33rd Annual
Gabelli & Company Auto Aftermarket Symposium in Las Vegas.  Copies
of the slides containing financial and operating information used
as part of the web cast are available at no charge at:

               http://ResearchArchives.com/t/s?48a9

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                         *     *     *

Navistar continues to carry Standard & Poor's Ratings Services'
'BB-' corporate credit ratings and 'BB-' issue-level rating.
Navistar caries Moody's Investors Service's 'B1' Corporate Family
Rating, 'B1' Probability of Default; and SGL-2 Speculative Grade
Liquidity rating.


NEW CEDAR: Court Approves Broege Neumann as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized New Cedar Holdings, LLC to employ Broege, Neumann,
Fischer & Shaver as counsel.

Broege Neumann will, among other things:

   a) advise the Debtor whether and to what extent any of its
      assets constitute cash collateral under the Bankruptcy Code;

   b) advise the Debtor as to its duties as a debtor-in-possession
      under the Bankruptcy Code, including, without limitation,
      the obligation to open DIP bank accounts, file monthly
      operating reports with the Bankruptcy Court and the Office
      of the U.S. Trustee, pay quarterly fees to the U.S. Trustee,
      maintain adequate insurance on all assets of the bankruptcy
      estate, pay all post-petition taxes when due and file timely
      returns therefor, neither hire nor pay any professional
      without prior authorization of the Bankruptcy Court, neither
      sell nor dispose of any assets outside the ordinary course
      of business without prior authorization of the Bankruptcy
      Court;

   c) represent the Debtor at the Section 341(a) hearing and at
      any meetings between the Debtor and creditors or creditors
      committees.

The hourly rates of Broege Neumann's personnel are:

     Timothy P. Neumann           $450
     Peter J. Broege              $400
     Frank Fischer                $325
     David E. Shaver              $325
     Danielle Maschuci            $300
     Paralegals                    $90

To the best of the Debtor's knowledge, Broege Neumann is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Broege, Neumann, Fischer & Shaver
     25 Abe Voorhees Drive
     Manasquan, NJ 08736
     Tel: (732) 223-8484

                     About New Cedar Holdings

Lakewood, New Jersey-based New Cedar Holdings, LLC filed for
Chapter 11 on Oct. 27, 2009 (Bankr. D. N.J. Case No. 09-38636.)
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.  In its petition, the Debtor
listed assets and debts both ranging from $10,000,001 to
$50,000,000.


NORAM SEATING: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Noram Seating Corporation
           aka Noram Seating, Inc.
        18 Market Street
        Union City, PA 16438

Bankruptcy Case No.: 09-12047

Chapter 11 Petition Date: November 4, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Erie)

Debtor's Counsel: Thomas James Minarcik, Esq.
                  150 East Eighth Street
                  Erie, PA 16501
                  Tel: (814) 456-4000
                  Email: tjminarcik@elderkinlaw.com

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

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

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

            http://bankrupt.com/misc/pawb09-12047.pdf

The petition was signed by Gus Scordas, president of the Company.


NORTHERN 120 LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Northern 120, LLC
        2222 W. Pinnacle Peak Road, Suite 240
        Phoenix, AZ 85027

Case No.: 09-28417

Chapter 11 Petition Date: November 5, 2009

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Mark W. Roth, Esq.
                  Polsinelli Shughart P.C.
                  3636 N. Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2012
                  Fax: (602) 926.8562
                  Email: mroth@polsinelli.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.


NRG ENERGY: Bank Debt Trades at 8% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which NRG Energy, Inc.,
is a borrower traded in the secondary market at 92.31 cents-on-
the-dollar during the week ended Friday, Nov. 6, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.55 percentage points
from the previous week, The Journal relates.  The debt matures on
Feb. 1, 2013.  The Company pays 175 basis points above LIBOR to
borrow under the loan facility and it carries Moody's Baa3 rating
and Standard & Poor's BB+ rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Nov. 6, among the 172 loans
with five or more bids.

Headquartered in Princeton, NRG Energy, Inc., owns approximately
24,000 megawatts of generating facilities, primarily in Texas and
the northeast, south central and western regions of the US.  NRG
also owns generating facilities in Australia and Germany.


NTK HOLDINGS: Proposes Blackstone as Fin'l Advisors
---------------------------------------------------
Pursuant to sections 327(a) and 328(a) of the Bankruptcy Code and
Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, NTK
Holdings Inc. and its units seek the Court's permission to employ
Blackstone Advisory Services L.P. as their financial advisor nunc
pro tunc to the Petition Date in accordance with the terms of (i)
a letter agreement between the parties, dated as of June 17, 2009,
and (ii) an Indemnification Agreement, dated as of June 17, 2009.

The Debtors have faced a number of challenges, which, taken
together, have had a negative impact on the Debtors' liquidity
and overall financial performance, thereby necessitating the
commencement of these cases.  To address this growing liquidity
crisis, the Debtors retained Blackstone to provide financial
advisory services in connection with a possible restructuring of
certain liabilities of the Debtors and their non-debtor
affiliates "Nortek" and to assist in analyzing, structuring,
negotiating and effecting a "Restructuring" pursuant to the terms
of the Letter Agreement.

Timothy R. Coleman, senior managing director and co-head of
Blackstone's Restructuring Group, will lead all of the day-to-day
aspects of the assignment in the Debtors' Cases.  Mr. Coleman
will be working with Mark Buschmann, the managing director of
Blackstone's Restructuring Group.  Blackstone professionals --
Jonathan Kaufinan, Associate and Matthew Ross, Analyst -- will
work on the Nortek engagement in addition to Messrs. Coleman and
Buschmann.  Additional staff will be provided as needed.

Nortek has negotiated the terms of the Letter Agreement, which
sets forth the services that Blackstone will provide to Nortek as
well as the manner in which Blackstone will be paid for those
services.  Blackstone will provide these services on a going-
forward basis:

  (a) Assist in the evaluation of Nortek's businesses and
      prospects;

  (b) Assist in the development of Nortek's long-term business
      plan and related financial projections;

  (c) Assist in the development of financial data and
      presentations to Nortek's board, various creditors and
      other third parties;

  (d) Analyze Nortek's financial liquidity and evaluate
      alternatives to improve the liquidity;

  (e) Analyze various restructuring scenarios and the potential
      impact of these scenarios on the recoveries of those
      stakeholders impacted by the Restructuring;

  (f) Provide strategic advice with regard to restructuring or
      refinancing Nortek's Obligations;

  (g) Evaluate Nortek's debt capacity and alternative capital
      structures;

  (h) Participate in negotiations among Nortek and its
      creditors, suppliers, lessors and other interested
      parties;

  (i) Value securities offered by Nortek in connection with a
      Restructuring;

  (j) Advise Nortek and negotiate with lenders with respect to
      potential waivers or amendments of various credit
      facilities;

  (k) Assist in arranging debtor-in-possession financing for
      Nortek, as requested;

  (l) Provide expert witness testimony concerning any of the
      subjects encompassed by the other financial advisory
      services;

  (m) Assist Nortek in preparing marketing materials in
      conjunction with a possible Transaction;

  (n) Assist Nortek in identifying potential buyers or parties
      in interest to a Transaction and assist in the due
      diligence process;

  (o) Assist and advise Nortek concerning the terms, conditions
      and impact of any proposed Transaction; and

  (p) Provide other advisory services as are customarily
      provided in connection with the analysis and negotiation
      of a Restructuring or a Transaction, as requested and
      mutually agreed.

The Debtors will pay and reimburse Blackstone for fees and out-
of-pocket expenses it incurred while performing the services in
the Debtors' Chapter 11 cases.

As of June 17, 2009, and pursuant to the Letter Agreement,
Blackstone was retained by Nortek on a prepetition basis to
represent Nortek in its restructuring and reorganization efforts.
In connection with the Prepetition Assignment, Blackstone was
paid, upon executing the Letter Agreement a fee of $441,666;
monthly advisory fees of $1,250,000 for the period of June 17
through November 16, 2009; a Restructuring Fee of $8,250,000; and
a $25,000 expense advance.

As of the Petition Date, Blackstone has earned an Execution Fee
in the amount of $441,666; Monthly Fees aggregating $1,040,322;
and a Restructuring Fee of $8,250,000 for advisory services
rendered on behalf of the Debtors during the Prepetition
Assignment.  Further, Blackstone has recognized out-of-pocket
expenses incurred in connection with its Prepetition Assignment
totaling $26,882.  Blackstone will apply the net unearned Monthly
Fees in the amount of $209,677 first against the amount by which
out-of-pocket expenses incurred by Blackstone during the
Prepetition Assignment exceed the Expense Advance, with the
balance of the net unearned Monthly Fees to be applied against
monthly advisory fees earned and out-of-pocket expenses incurred
by Blackstone postpetition.

Mr. Coleman assures the Court that Blackstone is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, as required by Section 327(a), and does not hold or
represent an interest adverse to the Debtors' estates.  Mr.
Coleman adds that his firm has no material connection with the
Debtors, their creditors, any other party in interest, their
respective attorneys and accountants, the United States Trustee
for the District of Delaware or any person employed by the office
of the U.S. Trustee.

Blackstone Advisory Services L.P. is located at 345 Park Avenue,
in New York, and can be reached at telephone no. (212) 583 5000.

                        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).


NTK HOLDINGS: Proposes Claims Settlement Procedures
---------------------------------------------------
Before the Petition Date, in the ordinary course of their
business, NTK Holdings Inc.'s management team, with the assistance
of in-house and outside counsel, would investigate, evaluate and
attempt to resolve claims or potential causes of action asserted
by or against them.  Depending upon the specific facts and the
risks involved in engaging in litigation with respect to the
claims, the Debtors would make appropriate offers to settle the
claims.

By this motion, the Debtors seek the Court's authority to settle
certain claims against their Chapter 11 estates pursuant to a
certain settlement procedures.

The Debtors propose to settle these claims in a manner
substantially consistent with their prepetition practices in
settling the claims and without the need for obtaining Court
approval of certain settlements on a case-by-case basis. In
negotiating and achieving the settlements, the Debtors would be
guided by several factors, including the likelihood of the
Debtors succeeding in their defense against or prosecution of the
claims and the estimated costs they would incur in litigating or
otherwise resolving the claims.

The Debtors believe that the authority requested would enable
them to efficiently and economically settle numerous claims
against their estates, and thus limit their potential liability
on those claims.  By settling claims in this fashion, the Debtors
believe they will significantly reduce the postpetition costs
incurred in resolving the claims, with corresponding benefits to
their estates and creditors.

As of the Petition Date and in the ordinary course of business,
the Debtors were involved in numerous lawsuits with numerous
counterparties.  In addition, the Debtors have had and expect to
continue to have various other claims asserted against their
estates.

Based upon the Debtors' historical experience with similar
disputes, the Debtors believe they could settle many of the
Litigation Claims and General Claims for amounts that are more
favorable than those that might be obtained if the respective
Litigation Claims and General Claims are further pursued.

Accordingly, the Debtors seek authority to settle the Litigation
Claims and General Claims under the terms and conditions:

  (a) Without further order of the Court or notice to or
      approval of the Ad Hoc Committee or any other party, the
      Debtors may enter into a compromise and settlement of any
      Litigation Claim or General Claim for a cash payment or
      other form of value to a claimant not to exceed $250,000
      per unrelated dispute, exclusive of payments made by
      insurance providers;

  (b) For settlements of Litigation Claims or General Claims
      where the proposed cash payment or other form of value to
      a claimant is greater than $250,000 but less than
      $2,000,000 per unrelated dispute, exclusive of payments
      made by insurance providers, the Debtors will submit the
      proposed settlement to the U.S. Trustee and the attorneys
      for the Ad Hoc Committee and any statutory committee
      appointed in the Chapter 11 cases.  The Reviewing Parties
      will have seven business days after service of the
      Settlement Summary to notify the Debtors that they object
      to the settlement.  In the event that any Reviewing Party
      notifies the Debtors of an objection to the settlement set
      forth in the Settlement Summary, the Debtors may (i) seek
      to renegotiate the proposed settlement and may submit a
      revised Settlement Summary, (ii) file a motion with the
      Court seeking approval of the proposed settlement on an
      expedited basis, or (iii) decline to proceed with the
      proposed settlement.  If no Reviewing Party notifies the
      Debtors of an objection to the proposed settlement, then
      the Debtors will be deemed, without further order of the
      Court, to be authorized by the Court to enter into an
      agreement to settle the respective Litigation Claim or
      General Claim at issue on terms no less favorable than
      those provided in the Settlement Summary previously
      submitted to the Reviewing Parties; and

  (c) The Debtors will be required to file a motion with the
      Court, requesting approval of the compromise and
      settlement under Rule 9019, to settle a Litigation Claim
      or General Claim where the proposed cash payment, or other
      form of value, to a claimant is greater than $2,000,000
      per unrelated dispute, exclusive of payments made by
      insurance providers.

For any compromise or settlement of Insider Claims, the Debtors
will be required to file a motion with the Court requesting
approval of such compromise and settlement under Rule 9019.

Moreover, the Debtors will file with the Court under seal a
quarterly report beginning 90 days after the date of an order
granting the request, listing reports of all settlements of
claims into which the Debtors have entered during the quarter
pursuant to the authority requested in the Motion.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that absent the relief requested in the
Motion, the Debtors would be required to seek specific Court
approval for each individual compromise and settlement into which
they wish to enter.  Given the number of claims that the Debtors
believe can be settled for relatively moderate amounts, the
Debtors believe holding individual hearings, filing individual
pleadings with respect to each proposed settlement, and sending
notice of each compromise and settlement to every party entitled
to receive notice in the Cases would be an expensive, cumbersome
and highly inefficient way to resolve many of the disputed
claims.

                        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).


NTK HOLDINGS: Proposes Richards Layton as Co-Counsel
----------------------------------------------------
NTK Holdings Inc. and its units seek the Court's authority to
employ Richards, Layton & Finger, P.A., as their bankruptcy co-
counsel nunc pro tunc to the Petition Date.

The Debtors request that the Court approve the employment of RL&F
under an evergreen retainer nunc pro tunc to the Petition Date to
perform the extensive legal services that have been and will be
necessary during their Chapter 11 cases.

Due to the extensive legal services that will be necessary during
the Chapter 11 Cases, the Debtors tell the Court that it is also
essential to employ RL&F as co-counsel.  Moreover, pursuant to
Rules 9010-1(c) and 9010-1(d) of the Local Rules of Bankruptcy
Practice and Procedure of the United States Bankruptcy Court for
the District of Delaware, the Debtors are required to retain
Delaware counsel.

Richard L. Bready, chief executive officer of NTK Holdings, Inc.,
relates that the services of RL&F under the evergreen retainer
are necessary to enable the Debtors to execute their duties as
debtors-in-possession.  Subject to further order of the Court,
RL&F will:

  (a) advise the Debtors of their rights, powers and duties
      as debtors and debtors-in-possession;

  (b) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

  (c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the Debtors'
      estates; and

  (d) perform all other necessary legal services in
      connection with the Chapter 11 cases.

The Debtors will pay and reimburse RL&F for fees and out-of-
pocket expenses it incurred while rendering the services in the
Debtors' Chapter 11 cases.

The principal professionals designated to represent the Debtors
and their current standard hourly rates are:

   Professional            Hourly Rate
   ------------            -----------
   Mark D. Collins            $675
   Paul N. Heath              $525
   Chun 1. Jang               $300
   Drew G. Sloan              $255
   Marisa DeCarli             $195

Prior to the Petition Date, the Debtors paid RL&F a total
retainer of $150,000 in connection with and in contemplation of
the Debtors' Chapter 11 filings.  The Debtors assert that these
types of retainer agreements reflect normal business terms in the
marketplace.

Mark D. Collins, Esq., director of Richards, Layton & Finger,
P.A., believes that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).

Richards, Layton & Finger, P.A. is located at One Rodney Square,
920 North King Street, in Wilmington, Delaware, and can be reach
at telephone no. (302) 651-7700.

                        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).


NTK HOLDINGS: Proposes Weil Gotshal as Lead Counsel
---------------------------------------------------
NTK Holdings Inc. and its units seek the Court's authority to
employ Weil, Gotshal & Manges LLP, as their attorneys, nunc pro
tunc to the Petition Date, to perform extensive legal services
during their Chapter 11 cases.

Richard L. Bready, chief executive officer of NTK Holdings, Inc.,
tells the Court that the services of WG&M under a general
retainer are appropriate and necessary to enable the Debtors to
faithfully execute the Debtors' duties as debtors and debtors-in-
possession and to implement the contemplated restructuring and
reorganization of the Debtors.

As attorneys, WG&M will:

(a) take all necessary actions to protect and preserve the
     estates of the Debtors, including the prosecution of
     actions on the Debtors' behalf, the defense of any actions
     commenced against the Debtors, the negotiation of disputes
     in which the Debtors are involved, and the preparation of
     objections to claims filed against the Debtors' estates;

(b) prepare on behalf of the Debtors, as debtors in possession,
     all necessary motions, applications, answers, orders,
     reports, and other papers in connection with the
     administration of the Debtors' estates;

(c) take all necessary or appropriate actions in connection
     with a plan or plans of reorganization and related
     disclosure statement and all related documents, and further
     actions as may be required in connection with the
     administration of the Debtors' estates; and

(d) perform all other necessary legal services in connection
     with the prosecution of the Chapter 11 cases.

The Debtors will pay and reimburse WG&M for fees and out-of-
pocket expenses it incurred while performing the services in the
Debtors' Chapter 11 cases.

WG&M's current customary hourly rates are:

  Professional              Hourly Rate
  ------------              -----------
  Members and counsel       $650 - $950
  Associates                $355 - $595
  Paraprofessionals         $155 - $290

During the 12-month period before the Petition Date, WG&M
received from the Debtors $3,301,239 for professional services
performed and for expenses incurred as advance payments to cover
an estimate of charges for the period from April of 2009 through
the time of the commencement of the Chapter 11 Cases.  WG&M has
used the advance payments to credit the Debtors' account for
WG&M's estimated charges for professional services performed and
expenses incurred up to the time of the commencement of the Cases
and has reduced the balance of the credit available to the
Debtors by the amount of the charges.  As of October 21, 2009,
WG&M has a remaining credit balance in favor of the Debtors for
future professional services to be performed, and expenses to be
incurred, in the approximate amount of $468,104.

Gary T. Holtzer, Esq., a member of Weil, Gotshal & Manges LLP,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).  The Debtors have been informed that
WG&M will conduct an ongoing review of its files to ensure that
no disqualifying circumstances arise, and if any new relevant
facts or relationships are discovered, WG&M will promptly
supplement its disclosure to the Court.

Weil, Gotshal & Manges LLP has a principal office located at 767
Fifth Avenue, in New York.  The office can be reach at telephone
no. (212) 310-8000.

                        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).


ORLEANS HOMEBUILDERS: Jeff Orleans Appointed as President
---------------------------------------------------------
Benjamin D. Goldman, Vice Chairman and Director of Orleans
Homebuilders, Inc., reports that on October 29, 2009, Jeffrey P.
Orleans, 63, was appointed President of the Company to serve as
President at the discretion of the Board of Directors.  Mr.
Orleans has been a director of the Company since 1983 and has
served as the Company's Chairman of the Board and Chief Executive
Officer since 1986.

During fiscal year 2003 the Company entered into two separate ten
year leases for the rental of office space with a company that is
controlled by Mr. Orleans.  The Company took possession of the
leased premises and the lease term began in May 2004. The annual
rental for the leased office space is $112,000 and escalates to
$128,000 after the fifth year of the lease.  The Company is also
responsible for the payment of its pro rata share of common area
maintenance costs.

The Company places some of its corporate insurance through A.P.
Orleans Insurance Agency, Inc., of which Mr. Orleans is the sole
stockholder.  The Company also uses A.P. Orleans Insurance Agency,
Inc., to purchase surety bonds that the Company is required to
maintain with various municipalities as part of its ongoing
operations as a developer on specific projects in those
municipalities.  The Company paid premiums and fees associated
with insurance policies and surety bonds provided by the entity
controlled by Mr. Orleans of $422,000, $1,622,000 and $2,013,000,
which includes amounts paid to unrelated insurance companies for
such policies, during fiscal years 2009, 2008, and 2007,
respectively.

The Company owned fractional interests in an aircraft, all of
which were sold or otherwise disposed of in or before May 2009.
Mr. Orleans was given access to Company-owned aircraft for
personal use.  Mr. Orleans was, however, required to reimburse the
Company for the incremental costs associated with such personal
use.  During the fiscal year ended June 30, 2008, the Company
discovered that it had overcharged Mr. Orleans for his personal
use of the Company plane during the fiscal years ended June 30,
2007, 2006 and 2005.  The overcharge occurred due to the Company
charging Mr. Orleans based on the full absorption method rather
than based on aggregate incremental costs.  The Company reimbursed
Mr. Orleans $1,114,494 for the overcharges in Fiscal 2005, Fiscal
2006 and Fiscal 2007.  The reimbursement of this amount was
approved by the Compensation Committee on August 28, 2008 and Mr.
Orleans was reimbursed subsequent to year end.  Mr. Orleans
reimbursed the Company the net amounts of $45,123, $68,099 and
$300,618 for his personal use of Company-owned aircraft in fiscal
years 2009, 2008 and 2007, respectively.  The Company no longer
owns any fractional interests in aircraft.

                   About Orleans Homebuilders

Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. (AMEX:
OHB) -- http://www.orleanshomes.com/-- develops, builds and
markets high-quality single-family homes, townhouses and
condominiums.  The Company serves a broad customer base including
first-time, move-up, luxury, empty nester and active adult
homebuyers.  The Company currently operates in 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.


ORLEANS HOMEBUILDERS: Lenders Extend Waiver Through November 30
---------------------------------------------------------------
Orleans Homebuilders, Inc., on November 4, 2009, received a
limited waiver and amendment extension letter from Wachovia Bank,
National Association, as agent, in connection with the Company's
Second Amended and Restated Revolving Credit Loan Agreement by and
among the Company, its wholly owned subsidiary, Greenwood
Financial, Inc., certain affiliates of Greenwood Financial, Inc.,
Wachovia Bank, National Association, as administrative agent, and
various other lenders dated as of September 30, 2008.

The Limited Waiver and Amendment Extension Letter is effective as
of October 30, 2009.  Subject to certain conditions, the Limited
Waiver and Amendment Extension Letter effectively extends through
November 30, 2009 -- subject to earlier termination and the
ability of Agent to extend the period of effectiveness through
December 20, 2009, provided that certain conditions are satisfied
-- certain amendments to the Credit Facility made by the Second
Amendment to the Credit Facility and continued by the Third
Amendment to the Credit Facility.  In addition, the Limited Waiver
and Amendment Extension Letter temporarily waives compliance with
certain covenants set forth in the Credit Facility.

A full-text copy of the Limited Waiver and Amendment Extension
Letter is available at no charge at

The Agent and the lenders temporarily waived these events of
default and anticipated events through November 30, 2009 (subject
to the ability of Agent to extend the period of effectiveness
through December 20, 2009, provided that certain conditions are
satisfied):

     -- The Company and the borrowers under the Credit Facility
        are in default under the Credit Facility as of October 31,
        2009 due to OHI Financing, Inc.'s failure to make the
        September 30, 2009 interest payment due under the $30
        million issue of trust preferred securities (which
        constitutes an event of default under the trust preferred
        securities);

     -- The Obligors anticipate that an event of default will
        occur under the Credit Facility as of December 1, 2009 due
        to OHI Financing, Inc.'s anticipated failure to make the
        October 30, 2009 interest payment under the 1% junior
        subordinated notes issued in August 2009 in exchange for
        certain outstanding trust preferred securities (which
        constitutes an event of default under the 1% junior
        subordinated notes);

     -- The events of defaults under the Credit Facility which are
        anticipated, or have occurred, as a result of:

        * Failure to pay the first additional fee as required by
          the Credit Facility (estimated to be approximately
          $13.7 million) on October 31, 2009;

        * Failure to deliver borrowing base certificates which do
          not include any of the following temporary liquidity
          enhancements to the borrowing base implemented by the
          Second Amendment and Third Amendment:  (i) subtraction
          from the calculation of Borrowing Base Availability of
          up to $5.1 million of financial letters of credit; (ii)
          continued inclusion in the borrowing base of certain
          parcels of real property known as the "Ewing Tracts";
          (iii) adjustments to the category limitation percentages
          applicable to the determination of the net borrowing
          base availability; and (iv) appraised value of certain
          borrowing base assets determined on the basis of
          appraisals received and finalized before June 8, 2009;

        * Failure to deliver to Lenders: (i) audited annual
          financial statements of the Company by October 31, 2009;
          (ii) a comparison of actual results to budgeted results
          by October 31, 2009; and (iii) unaudited management-
          prepared quarterly financial statements of the Company
          by November 15, 2009; and

        * Failure to maintain liquidity of $10 million or more,
          which would result in a default five days after the
          occurrence of such event.

Initially, the extension period during which the limited waiver is
effective runs through November 30, 2009.  The waiver and
extension period may, however, be extended through December 20,
2009 -- the maturity date of the Credit Facility -- by the Agent
if the Agent and the Company have reached a mutual agreement in
principle on a terms sheet containing the significant terms and
conditions for amending and restating the Credit Facility and no
event of default has occurred under the Credit Facility (other
than those waived in the Limited Waiver and Amendment Extension).

The waiver and amendment extension period will, however, end
immediately if:

     -- A creditor of any Obligor exercises or commences any
        enforcement actions against any Obligor (including without
        limitation, the acceleration of the debt outstanding
        pursuant to the $30 million issue of trust preferred
        securities) as a result of the OHI Financing Inc.'s
        failure to make the September 30, 2009 payment due under
        the trust preferred securities or the October 30, 2009
        payment due under the junior subordinated notes;

     -- In the reasonable judgment of Agent, Obligors and Agent
        fail to reach a mutual agreement in principal on a term
        sheet containing the significant terms and conditions for
        amending and restating the Credit Facility, subject to
        completion of due diligence, on or prior to November 5,
        2009 which has been extended by Agent to November 12, 2009
        and may be extended further;

     -- The Company or any of its affiliates make any bonus
        payments, incentive payments or any similar payment to any
        officer, director, employer or affiliates (other than
        commission or construction bonus payments to filed
        personnel in the ordinary course of business) during the
        waiver and amendment extension period;

     -- A notice of borrowing for general working capital and
        corporate purposes fails to provide sufficient detail of
        the intended use of the advance or if the use is not
        deemed satisfactory to Agent, but the payment is made over
        the Agent's objection;

     -- The Obligors fail to deliver financial statements to Agent
        on the next business day after they are filed with the
        Securities and Exchange Commission; or

     -- The occurrence of any event of default under the Credit
        Facility or other loan documents, except those events of
        defaults waived under the Limited Waiver and Amendment
        Extension Letter.

Upon the termination of the waiver and extension period, the
events of default described above will immediately constitute
events of default under the Credit Facility with no further notice
and Agent and the lenders will be able to exercise all of their
rights and remedies under the Credit Facility and under applicable
law.

During the waiver and extension period, the borrowing base and the
borrowing base availability calculations relating to borrowing
base certificates delivered on or after October 30, 2009 will be
made using the modifications to the definition of "Borrowing Base
Availability and to Article III of the Credit Facility (Notice of
Borrowing; Borrowing Base and Borrowing Base Availability) in the
Third Amendment to the Credit Facility notwithstanding that such
modifications, by their terms, are otherwise no longer effective.
As a result, the liquidity enhancements of contained in the Second
Amendment and Third Amendment to the Credit Facility will
generally continue to be effective during the waiver and extension
period.

Notwithstanding the limited waiver and amendment extension, under
the Limited Waiver and Amendment Extension Letter, the First
Additional Fee of approximately $13.7 million was earned on
October 31, 2009.  Presently, the Company does not have sufficient
liquidity available to pay this fee.  The event of default caused
by the failure to pay the First Additional Fee is, however, waived
during the waiver and amendment extension period, thereby
effectively deferring payment of the fee until termination of the
waiver and amendment extension period.  Furthermore, solely for
purposes of certain certifications in any notice of borrowing
relating to the tangible net worth covenant in the Credit
Facility, the Obligors may make the certifications without giving
effect to the accrual of the First Additional Fee.

The Limited Waiver and Amendment Extension letter also extended
until the end of the waiver and amendment extension period the
lenders' consent for the Company to enter into an exchange offer
with respect to its outstanding $30 million issue of 8.52%
unsecured junior subordinated trust preferred securities issued by
the Company's affiliate Orleans Homebuilders Trust I provided that
(i) the terms of the exchange offer for those trust preferred
securities are substantially similar to, and no less favorable to
the Obligors and the lenders, than the terms of exchange of the
Company's previously outstanding $75 million issue of trust
preferred securities, as determined by the Agent, (ii) the
documentation for the exchange offer is in form and substance
satisfactory to the Agent, and (iv) no event of default (other
than those waived by the Limited Waiver and Amendment Extension
Letter), or any condition or event that, after notice or lapse of
time or both, would constitute an event of default, has occurred
and is continuing as of the effective date of the exchange offer.

The Company currently anticipates that the one-month liquidity
enhancement provided by the Limited Waiver and Amendment Extension
Letter should meet the Company's liquidity needs only up to
approximately November 30, 2009.  The Company anticipates that
without either a Credit Facility maturity extension and other
modifications, or an additional amendment to the Credit Facility
to increase borrowing base availability on or before November 30,
2009: (i) the net borrowing base availability at that time will be
significantly less than the borrowings under the Credit Facility
at that time; (ii) the Company will be unable to pay an existing
loan fee earned by the lenders without an additional amendment to
defer the timing of the payment of such loan fee; (iii) the
Company will likely violate the minimum liquidity covenant at some
time in or before early December 2009; (iv) the Company will
violate certain other covenants under the Credit Facility at that
time (or shortly thereafter); and (v) the Company will likely not
have sufficient liquidity to continue its normal operations at
that time (or shortly thereafter).  In addition, the Company may
need additional amendments to its Credit Facility for a variety of
reasons on or prior to November 30, 2009.

But for the Limited Waiver and Amendment Extension Letter, the
occurrence of one of more of the events of default or anticipated
events of default would allow the lenders to exercise all of their
remedies under the Credit Facility, including accelerating payment
of the entire amount outstanding under the Credit Facility.  As of
November 4, 2009, there is approximately $328 million of principal
outstanding, plus accrued interest of approximately $1.6 million.
The earliest date on which any of the events of default or
anticipated events of default under the Credit Facility occurred
is October 31, 2009.

OHI Financing, Inc., a wholly-owned subsidiary of the Company, did
not make the scheduled $639,000 quarterly interest payment due on
September 30, 2009, under the 8.52% junior subordinated note
underlying the $30 million issue of trust preferred securities
during the applicable grace period.  As a result, an event of
default occurred on October 31, 2009 under the junior subordinated
note indenture dated as of September 30, 2005, entitling the
trustee or the holders of the trust preferred securities to
exercise all of their remedies under such junior subordinated note
indenture, including accelerating payment of the outstanding
principal and accrued, but unpaid interest, together with a
premium of 7.5% of the outstanding principal.  Currently, there is
$30 million of principal outstanding under the 8.52% junior
subordinated note, plus accrued interest of approximately
$852,000.  The junior subordinated note is guaranteed on a
subordinated basis by the Company.

Members of the lending syndicate are:

     * Wachovia Bank, National Association;
     * Bank of America, N.A.;
     * Manufacturers and Traders Trust Company;
     * National City Bank;
     * FirsTrust Bank;
     * TD Bank, NA, successor by merger to Commerce Bank, N.A.;
     * SunTrust Bank;
     * Regions Bank, successor by merger to Amsouth Bank; and
     * Comerica Bank

A copy of the limited waiver and amendment extension letter is
available at no charge at http://ResearchArchives.com/t/s?48b8

                   About Orleans Homebuilders

Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. (AMEX:
OHB) -- http://www.orleanshomes.com/-- develops, builds and
markets high-quality single-family homes, townhouses and
condominiums.  The Company serves a broad customer base including
first-time, move-up, luxury, empty nester and active adult
homebuyers.  The Company currently operates in 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.


ORLEANS HOMEBUILDERS: May File 10-K in December, Has NYSE Notice
----------------------------------------------------------------
Orleans Homebuilders, Inc., on November 2, 2009, received a
written notice from the NYSE Amex LLC stating that the Company is
not in compliance with the Exchange's continuing listing criteria
set forth in Sections 134 and 1101 of the NYSE Amex LLC Company
Guide because it failed to timely file its Annual Report on Form
10-K for the fiscal year ended June 30, 2009 and such failure
constitutes a material violation of its listing agreement with the
Exchange authorizing the Exchange to suspend and, unless prompt
corrective action is taken, remove the Company's common stock from
the Exchange pursuant to Section 1003(d) of the Company Guide.

The Company intends to comply with requirements set forth in the
written notice by submitting a plan of compliance to the Exchange
by November 16, 2009, advising the Exchange of the actions the
Company intends to take to bring the Company into compliance with
the applicable provisions of the Company Guide by February 2,
2010.

The Company could not timely file its Form 10-K without
unreasonable effort or expense.  The Company is working as
expeditiously as possible to finalize its accounting and related
disclosure for the period covered by its Form 10-K and currently
expects to file the Form 10-K during the month of December 2009.
The Company can, however, offer no assurance that it will file its
Form 10-K at or before that time.

                   About Orleans Homebuilders

Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. (AMEX:
OHB) -- http://www.orleanshomes.com/-- develops, builds and
markets high-quality single-family homes, townhouses and
condominiums.  The Company serves a broad customer base including
first-time, move-up, luxury, empty nester and active adult
homebuyers.  The Company currently operates in 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.


OSCIENT PHARMA: Guardian II Can Use Cash Collateral Until Jan. 31
-----------------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts, in its third extension order,
authorized Guardian II Acquisition Corporation, a debtor-affiliate
of Oscient Pharmaceuticals Corporation, to:

   (i) use cash collateral of Paul Royalty Fund Holdings and U.S.
       Bank National Association, as trustee and collateral agent
       for the prepetition second lien noteholders until Jan. 31,
       2009; and

  (ii) grant adequate protection to the prepetition lenders.

A hearing on the further use of cash collateral will be held on
Jan. 13, 2010, at 11:00 a.m., at the U.S. Bankruptcy court,
Worcester, Massachusetts.

As reported in the Troubled Company Reporter on July 30, 2009,
Guardian told the Court that absent the use of cash collateral, it
will have to cease operations immediately, which will
significantly reduce the value of Guardian's principal asset,
ANTARA.  Also, absent the ability to use cash collateral to pay
Oscient for postpetition services, Guardian will be unable to
continue sales of ANTARA or effect a successful sale of assets or
other reorganization.

The TCR reported that as adequate protection, Paul Royalty will be
granted senior adequate protection liens on all presently owned
and hereafter acquired assets of Guardian to the extent of any
diminution in value of Paul Royalty's security interests.  Paul
Royalty will also be granted an allowed superpriority
administrative expense claim -- junior only to a carve-out for
certain expenses -- pursuant to Sections 503(b) and 507(b) of the
Bankruptcy Code.

U.S. Bank, as the second lien agent, will be granted junior
adequate protection liens on its collateral, to the extent of any
diminution in value.  It will also have an allowed superpriority
administrative expense claim, junior only to the carve-out and
Paul Royalty's superpriority claim.

                  About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Debtors also have
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174 million and
total liabilities of $255 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.  In its
petition, Oscient listed assets ranging from $50,000,001 to
$100,000,000, and debts ranging from $100,000,001 to $500,000,000.


PAETEC HOLDING: Narrows Q3 2009 Net Loss to $6.52 Million
---------------------------------------------------------
PAETEC Holding Corp. narrowed its net loss to $6.52 million for
the three months ended September 30, 2009, from a net loss of
$355.7 million for the same quarter a year ago.  The Company
posted a net loss of $26.3 million for the nine months ended
September 30, 2009, from a net loss of $373.4 million for the same
period a year ago.

Total revenue decreased $10.4 million, or 2.6%, to $395.7 million
for the 2009 quarter from $406.1 million for the 2008 quarter.
The decrease in total revenue was primarily attributable to
customer attrition in the non-strategic POTS portion of the
business obtained as part of the McLeodUSA acquisition, which
attrition accounted for approximately $5.6 million of the
decrease, and to a decline in access fee revenue and reciprocal
compensation of approximately $4.8 million.  Of total revenue for
the 2009 quarter, revenue from network services, carrier services
and integrated solutions accounted for 79.8%, 16.1% and 4.1%,
respectively, compared to 78.7%, 17.3% and 4.0%, respectively, for
the 2008 quarter.

Total revenue increased $19.9 million, or 1.7%, to
$1,190.1 million for the 2009 nine-month period from
$1,170.1 million for the 2008 nine-month period, principally
because of the inclusion of McLeodUSA's results for the full 2009
nine-month period. Of total revenue for the 2009 nine-month
period, revenue from network services, carrier services and
integrated solutions accounted for 79.5%, 16.7% and 3.8%,
respectively, compared to 78.9%, 17.1% and 4.0%, respectively, for
the 2008 nine-month period.

At September 30, 2009, the Company had $1.44 billion in total
assets against $1.25 billion in total liabilities.

On September 30, 2009, the Company paid down $10.0 million in
aggregate principal amount of loans outstanding under its
revolving credit facility.  As of September 30, 2009, loans in an
aggregate principal amount of approximately $40.0 million were
outstanding under the revolving credit facility.

"We are pleased to reaffirm our full year 2009 guidance," said
Keith Wilson, PAETEC's chief financial officer.

PAETEC's revenue and adjusted EBITDA expectations for the full
year 2009 assume, among other matters, that there is no further
significant decline in economic conditions and that there are no
significant changes in the competitive or regulatory environments.
PAETEC's revenue and adjusted EBITDA expectations for full year
2009 are:

     Revenue             $1,575,000,000 to $1,585,000,000
     Adjusted EBITDA       $245,000,000 to $255,000,000

On November 3, 2009, PAETEC consummated its offer to exchange its
outstanding 8-7/8% Senior Secured Notes due 2017, which were sold
on June 29, 2009 pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended, for an equal aggregate
principal amount of its newly issued 8-7/8% Senior Secured Notes
due 2017.  All of the outstanding senior secured notes,
representing an aggregate principal amount of $350 million, were
exchanged.  PAETEC received no cash proceeds from the issuance of
the exchange notes in the exchange offer.

The new senior secured notes have terms substantially identical to
the terms of the original senior secured notes, except that the
offering of the new senior secured notes was registered under the
Securities Act, and the transfer restrictions, registration rights
and related additional interest terms applicable to the original
notes do not apply to the exchange notes.  The original notes
surrendered in exchange for the exchange notes were retired and
cancelled and may not be reissued.  Accordingly, the issuance of
the exchange notes did not result in any increase in PAETEC's
outstanding indebtedness or in the obligations of the guarantors
of the notes.  The senior secured note exchange offer expired on
November 2, 2009.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?48aa

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48ab

                      About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

As of June 30, 2009, PAETEC had in service 223,311 digital T1
transmission lines, which represented the equivalent of 5,359,464
access lines, for over 47,000 business customers in a service area
encompassing 82 of the country's top 100 metropolitan statistical
areas.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PHARMACEUTICAL ALTERNATIVES: Sells Three Rivers to VeriCare
-----------------------------------------------------------
CoshoctonTribun.com reports that Three Rivers Infusion & Pharmacy
Specialists, a unit of Pharmaceutical Alternatives Inc., was sold
to VeriCare Holdings LLC in.

According to the report, the sale amount of the business isn't
listed in the court documents.  The bankruptcy court trustee is
authorized to disperse Equity Partners Inc.'s fee, an additional
$14,000 to secured creditor Cardinal Health 113 LLC to facilitate
the sale, and a storage fee for certain vehicles, not to exceed
$5,000, the report says, citing court documents.

Pharmaceutical Alternatives Inc filed a Chapter 11 bankruptcy case
in the Southern District Court of Ohio in November 2008.  Its case
was converted to Chapter 7 earlier this year.


PREMIER GOLF: Ostronic Faces Felony for Stealing City's Water
-------------------------------------------------------------
Marty Ostronic, owner of The Staley Farms Golf Club, was indicted
by a grand jury for stealing water from the city of Kansas from
2003 to 2008 in Clay County Circuit Court, according to Kansas
City Business Journal.

Premier Golf Missouri owns The Staley Frams, which operates a
private 18-hole golf course.

Kansas City Water Services Department is asking $1.6 million for
all five year's worth of unregulated water use, source says.

According to the report, Mr. Ostronic faces a Class C felony for
stealing, punishable by seven years in prison.  His next court
appearance is set for Dec. 22, 2009.

Wyrsch Hobbs & Mirakian PC represents Mr. Ostronic, the report
notes.

                        About Golf Missouri

Premier Golf Missouri LLC owner of The Staley Farms Golf Club
filed for Chapter 11 bankruptcy on Sept. 17, 2009.  The Premier
Golf has more than 200 creditors with claims worth $7.78 million,
and assets of $7.5 million in real and personal property. Ostronic
also owns Premier Golf.


PROSPERAN BANK: Closed; Alerus Financial Assumes All Deposits
-------------------------------------------------------------
Prosperan Bank, Oakdale, Minnesota, was closed November 6 by the
Minnesota Department of Commerce, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver. To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Alerus Financial, National Association, Grand
Forks, North Dakota, to assume all of the deposits of Prosperan
Bank.

The three branches of Prosperan Bank will reopen during their
normal business hours as branches of Alerus Financial, N.A.
Depositors of Prosperan Bank will automatically become depositors
of Alerus Financial, N.A. Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branches until
Alerus Financial, N.A. can fully integrate the deposit records of
Prosperan Bank.

As of August 31, 2009, Prosperan Bank had total assets of $199.5
million and total deposits of approximately $175.6 million. Alerus
Financial, N.A. will pay the FDIC a premium of 1.02 percent to
assume all of the deposits of Prosperan Bank. In addition to
assuming all of the deposits of the failed bank, Alerus Financial,
N.A. agreed to purchase approximately $173.9 million of the failed
bank's assets.

The FDIC and Alerus Financial, N.A. entered into a loss-share
transaction on approximately $173.9 million of Prosperan Bank's
assets. Alerus Financial, N.A. will share in the losses on the
asset pools covered under the loss-share agreement. The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector.  The agreement also
is expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the November 6 transaction can
call the FDIC toll-free at 1-800-405-6318.  Interested parties can
also visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/prosperan.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $60.1 million.  Alerus Financial, N.A.'s acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to alternatives. Prosperan Bank is the 118th
FDIC-insured institution to fail in the nation this year, and the
sixth in Minnesota.  The last FDIC-insured institution closed in
the state was Riverview Community Bank, Ostego, on October 23,
2009.


PULTE HOMES: Likely Breach Won't Currently Affect S&P's BB Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Pulte Homes Inc. (BB/Negative/--) are currently
unaffected by the company's announcement that at the end of the
third quarter it was not in compliance with the $2 billion minimum
tangible-net-worth covenant in effect for its $1 billion credit
facility due in 2012.

Pulte received a temporary waiver from its lenders that expires
Dec. 15, 2009, and S&P believes the company will successfully
negotiate an amendment by the deadline or obtain an extension if
necessary.  An amendment, however, could result in a smaller
facility with higher borrowing costs.  S&P would consider
revisiting the ratings if Pulte terminates its facility, which S&P
believes is an important source of liquidity given the company's
size and its potential capital needs once the homebuilding
industry stabilizes and begins to grow.  A review of S&P's ratings
on the company, however, would also consider Pulte's cash position
and ability to generate cash from its operations to maintain an
adequate liquidity position.  Pulte ended the third quarter with
$1.5 billion of cash, and S&P believes the company will add to its
cash balance in the fourth quarter, which should provide ample
liquidity to meet expected capital needs over the next 12 months.

S&P's current rating on Pulte reflects the homebuilder's sizable
cash position, a broad product line, and the significant
opportunities the company has to eliminate redundant costs
(following its August 2009 merger with Centex) and return to
profitability.  However, the speculative-grade rating and S&P's
negative outlook also acknowledge that, in S&P's view, difficult
housing market conditions will persist into 2010, and key credit
metrics will remain weak.  Additionally, the large land position
resulting from this combination could expose Pulte to further
write-downs.


PURPLE COMMUNICATIONS: To Voluntarily Delist Shares From Nasdaq
---------------------------------------------------------------
Purple Communications(TM), Inc., on November 5 disclosed that it
has given formal notice to the Nasdaq Stock Market of the
Company's intention to voluntarily delist its common stock from
the Nasdaq Capital Market.  Purple will remain a reporting company
and will continue to be required to file periodic reports with the
SEC.

The decision to delist has been reached as part of the Company's
strategy to conserve resources and manage costs and administrative
burden given the current investigations by certain government
regulators, which investigations have been previously described
and disclosed in the Company's SEC filings; accordingly the
Company's Board of Directors concluded that the compliance costs,
listing fees and expenses and administrative burdens of
maintaining the listing of its common stock with Nasdaq outweighed
the benefits at this time.

Purple currently anticipates that it will file with the SEC and
Nasdaq a Form 25 relating to the delisting of its common stock on
or about November 16, 2009, with the delisting of its common stock
taking effect no earlier than ten days thereafter.  As a result,
Purple expects that the last day of trading of its common stock on
the NASDAQ Capital Market will be on or about November 27, 2009.

Following the delisting, Purple's common stock is expected to be
quoted on the Pink Sheets, a centralized electronic quotation
service for over-the-counter securities, so long as market makers
demonstrate an interest in trading in the Company's stock.  For
more information about this service, see www.pinksheets.com.
However, the Company can give no assurance that trading in its
common stock will continue on the Pink Sheets or any other
securities exchange or quotation medium.

                  About Purple Communications

Purple Communications -- http://www.purple.us/-- is a provider of
onsite interpreting services, video relay and text relay services,
and video remote interpreting, offering a wide array of options
designed to meet the varied communication needs of its customers.


RANCHER ENERGY: List of 20 Largest Unsecured Creditors
------------------------------------------------------
Rancher Energy Corp. filed with the U.S. Bankruptcy Court for the
District of Colorado a list of 20 largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/colob09-32943.pdf

Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka
Metalix, Inc., develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


RANCHER ENERGY: Sec. 341 Meeting Set for December 7
---------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of Rancher
Energy Corp.'s creditors on December 7, 2009, at 01:30 p.m. in
Room 104.

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

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

Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka
Metalix, Inc., develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


RANCHER ENERGY: Taps Dufford & Brown as Bankruptcy Counsel
----------------------------------------------------------
Rancher Energy Corp. has sought the permission of the U.S.
Bankruptcy Court for the District of Colorado to hire Dufford &
Brown, P.C., as bankruptcy counsel.

Dufford & Brown will, among other things:

     -- aid the Debtor in the development of a plan of
        reorganization under Chapter 11;

     -- file the necessary petitions, pleadings, reports, and
        actions which may be required in the continued
        administration of the Debtor's property under Chapter 11;
        and

     -- perform necessary corporate and securities representation
        and services as required by a publicly traded corporation.

Dufford & Brown will be paid based on the hourly rates of its
professionals:

      Professional                    Hourly Rate
      ------------                    -----------
    Herbert A. Delap, Director           $350
    Randall J. Feuerstein, Director      $325
    David J. Babiarz - Director          $340
    Chris G. Baumgartner - Associate     $230
    Jessica M. Browne - Associate        $225
    Mechelle Y. Faulk - Associate        $195
    David A. Closson - Associate         $200
    Teresa J. Johnson - Paralegal        $115

Herbert Delap -- a shareholder, officer and director of Dufford &
Brown -- assures the Court that Dufford & Brown doesn't have
interests adverse to the interest of the Debtors' estates or of
any class of creditors and equity security holders.  Mr. Delap
maintains that Dufford & Brown is a "disinterested person" as the
term is defined under Section 101(14) of the Bankruptcy Code.

Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka
Metalix, Inc., develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


RANCHER ENERGY: Asks Court OK to Use Cash Collateral
----------------------------------------------------
Rancher Energy Corp. has sought the approval of the Hon. Michael
E. Romero of the U.S. Bankruptcy Court for the District of
Colorado to use cash collateral.

The Debtor's monthly revenue from crude oil sales, at current
prices, ranges from $300,000 to $350,000.  Rancher has on deposit
$814,000 in cash and Certificates of Deposit, in lieu of
performance bonds, with the State of Wyoming and the Federal
Bureau of Land Management.

The Debtor intends to use the cash on hand and cash flow from
production to pay pre-petition wages and salaries of employees and
post-petition wages and salaries to approved professionals and
operating expenses.  A copy of the cash flow analysis is available
for free at:

  http://bankrupt.com/misc/RANCHERENERGY_cash flow analysis.pdf

Debtor's continued operations will preserve the value of GasRock
Capital, LLC's security and the value of Debtor as an operational
business entity and will maximize the value of all assets for all
creditors.

Under an October 16, 2007 Term Credit Agreement, GasRock agreed to
lend Rancher $12,240,000, which was due on October 31, 2008.
GasRock asserts a security interest in Rancher's assets.  On
October 16, 2009, GasRock notified Rancher that it was in default
under the Credit Agreement, and demanded payment within ten days
of receipt of the Notice of Default.  GasRock indicated that it
intended to begin the non-judicial foreclosure process, permitted
in Wyoming by public advertisement, for the sale of Rancher's
assets.  GasRock also demanded interest under the Note at the
default rate of 16% per annum.  Based upon information and belief,
the balance of principle and accrued interest now due to GasRock
is approximately $10,305,000.

On October 16, 2009, GasRock notified Wells Fargo Bank, N.A., that
Rancher would no longer have any access to funds in the "Lock Box"
accounts at Wells Fargo.

The Debtor says that GasRock's Notice of Default stated that it
was entitled to "100% of the net revenue" to be applied to debt
service, but the company "took 100% ($98,000) of the balance in
the Lock Box account . . . . 100% of the 'gross' not, 100% of the
net.  Upon information and belief, GasRock applied that amount to
interest due on the note."  According to the Debtor, GasRock's
actions impair their own security and the operations of the
Debtor.

GasRock and the Debtor had agreed that loan payments to GasRock
were paid and the balance was transferred to Debtor for operating
capital, but GasRock didn't follow the procedure.  According to
the Debtor, GasRock's actions did not leave sufficient funds in
the "Lock Box" account to cover previously issued checks to
Debtor's trade creditors.

The Debtor says that based on the value of its assets, GasRock is
over-secured in the amount of no less than $3 million.

The Debtor states that with respect to the GasRock security
documents and any amendments and extensions, nothing in its plea
to use cash collateral should be construed as an admission by
Debtor that GasRock has a perfected security interest in any of
Rancher's assets or preclude the Debtor, at a later date, from
seeking to avoid any liens or transfers under applicable
provisions of the Bankruptcy Code.

The Debtor plans to keep the GasRock Note current by interest
payments under the original Note interest rate each month.

The Debtor is asking the Court to order the turn over of the cash
on hand in the Wells Fargo Bank "Lock Box" accounts and for all
crude oil sales proceeds to be deposited in the Debtor-in-
Possession account to be opened.

Cash on hand and crude oil payments from TEPPCO Crude Oil, L.P.,
may be cash collateral subject to GasRock's security documents.
Rancher's crude oil production is purchased by TEPPCO, and
payments are made between the 20th and 24th of each month by
direct bank deposit.

To provide adequate protection to GasRock for the Debtor's use of
cash collateral, the Debtor proposes that the Debtor will:

     -- provide GasRock with a replacement lien on all
        Postpetition accounts receivable to the extent that the
        use of the receivables results in a decrease in the value
        of GasRock's security;

     -- maintain adequate insurance coverage on personal property
        assets and adequately insure against any potential loss;

     -- provide GasRock with financial reports on a monthly basis.
        The Debtor will provide GasRock with a copy of the reports
        filed with the United States Trustee;

     -- only expend cash collateral pursuant to the cash flow
        budget attached, subject to reasonable fluctuation;

     -- pay post-petition taxes; and

     -- will maintain in good condition and repair all collateral
        in which GasRock has an interest.

The Court sets a November 17, 2009 hearing on the cash collateral
motions.

                 Debtor in Possession Financing

The Debtor's board and senior management signed on October 27,
2009, a non-binding Memorandum of Understanding with an entity to
provide Debtor-in-Possession financing to improve Debtor's
operational production of crude oil and to ultimately retire any
debt that may be owed to GasRock.  Finalization of DIP financing
and/or recapitalization of the Debtor contemplated by the MOU is
subject to Bankruptcy Court approval.  Interim DIP financing may
be obtained pending a finalization of the proposed MOU Structure.

                      About Rancher Energy

Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka
Metalix, Inc., develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


REHABCARE GROUP: S&P Assigns Corporate Credit Rating at 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to St. Louis, Missouri-based contract
therapy company RehabCare Group.  The outlook is stable.  Standard
& Poor's assigned its 'BB' rating to the proposed issue of a
senior secured bank facility, with a recovery rating of '2',
indicating a substantial (70%-90%) expectation of recovery in the
event of a default.

"The rating on RehabCare reflects the company's relatively narrow
operating focus in its two main businesses; rehabilitative program
management services, and operator of specialty hospitals including
long-term acute care hospitals and inpatient rehabilitation
hospitals," said Standard & Poor's credit analyst David Peknay.
This subjects the company to reimbursement and regulatory risk, as
a large percentage of the revenue generated by its specialty
hospitals are derived from government sources.

The majority of RehabCare's business (over 80%) is currently
focused on the provision of rehabilitative program management
services to about 1,200 hospitals, skilled nursing facilities,
outpatient facilities and other long-term care facilities.
Although it provides such services to a large number of facilities
through contractual relationships with the providers, the weak
business risk profile incorporates indirect risk to RehabCare if
possible changes in regulations or reimbursement hurts it
contractual partners.  Additionally, after RehabCare completes the
acquisition of Triumph, its hospital business increases in size
and scale, as do the risks associated with operating a much-
enlarged portfolio of about 25 long term acute care hospitals and
six inpatient rehabilitation hospitals.  This division will
increase to about 45% of RehabCare's total revenues from about 18%
currently.  With these hospitals deriving a substantial percentage
of its revenues from Medicare and Medicaid, they could be hurt by
adverse changes to payment rates or payment methodology by
government efforts to limit health costs.  Similarly, LTACHs
outlook may become cloudy if there are large-scale changes in the
regulations and payment methodology for all post acute care
services.

After the completion of its pending acquisition of Triumph,
RehabCare's financial risk will be significant.  The transaction
is being funded in part with the issuance of new common equity,
the purchase multiple is reasonable at about 6x adjusted EBITDA,
and RehabCare currently has minimal debt.  Pro forma lease-
adjusted debt to EBITDA should reach about 3.5x.  With earnings
possibly benefiting from synergies of the acquisition as well as
some upside from RehabCare's existing hospitals, and in S&P's
view, the potential for good free cash flow beginning in 2010 may
allow for the company to reduce debt.  However, S&P believes the
company will remain acquisitive as it continues to build its
specialty hospital business to a scale whereby this division
becomes the source of over 50% of the company's revenues within
the next few years.


REVELSTOKE CDO LIMITED: DBRS Downgrades Class A-1 Rating to 'CC'
----------------------------------------------------------------
DBRS has today downgraded the rating of the Class A-1 Senior
Variable Rate Secured Notes due 2020 (the Class A-1 Notes) and the
Class A-2 Senior Variable Rate Secured Notes due 2026 (the Class
A-2 Notes) issued by Revelstoke CDO I Limited (Revelstoke or the
Transaction).  The rating on the Class A-1 Notes has been
downgraded to CC from CCC (low) and the rating on the Class A-2
Notes has been downgraded to C from CC.  The Class A-3 Senior
Variable Rate Secured Notes due 2033 (the Class A-3 Notes) have
been confirmed at C.

The Transaction is exposed to pools of U.S. non-prime residential
mortgages, as well as other collateralized debt obligations (CDOs)
backed by residential mortgages, among other assets.  The Class A-
1 Notes, Class A-2 Notes and Class A-3 Notes (collectively, the
Notes) had approximate initial enhancement levels of 40%, 20% and
9%, respectively.

As part of its analysis of residential mortgage-backed securities
(RMBS) held by Revelstoke, DBRS reviews all of the underlying RMBS
and provides a credit assessment based on each security's pipeline
of existing defaults, likely defaults and various delinquency
statistics, as well as on cash flow modelling using different
assumptions for prepayments and interest rates.  Of the current
Revelstoke RMBS assets, 54% were assigned an assessment of C
(weighted by principal amount).  In addition, many of the
Transaction's underlying CDOs are expected to default, with little
recovery value.  Even under the most favourable RMBS interest rate
stress scenarios, the Class A-1 Notes are expected to suffer a
partial loss of principal.  As a result, the Class A-1 Notes and
Class A-2 Notes have been downgraded to CC and C, respectively.

DBRS expects that holders of both the Class A-2 Notes and Class A-
3 Notes will likely not receive any return of initial principal
over the term of the Transaction.  However, they will continue to
receive interest payments on an ongoing basis; the interest
payments on the Class A-2 Notes and Class A-3 Notes rank senior to
the principal payments on the Class A-1 Notes in the Transaction's
priority of payments.  DBRS expects that holders of the Class A-1
Notes will experience a first-dollar loss and not have their full
initial investment returned.

The Transaction issued approximately $494 million of the Notes,
which were swapped to U.S. dollars at inception.  There is a
cross-currency U.S. dollar (USD)/Canadian dollar (CAD) swap in
place to hedge the currency risk for these Notes, which were
issued in Canadian dollars, for both ongoing interest payments and
for principal re-exchange at the maturity of the Notes.

Pursuant to the Transaction documentation, Canadian Imperial Bank
of Commerce (CIBC or the Hedge Counterparty) has the option to
lower the amount of principal to be re-exchanged prior to maturity
for the Class A-1 Notes hedge agreement (swapping USD for CAD)
provided the amendment will not result in an immediate downgrade
of the Class A-1 Notes.  Consistent with DBRS's view that the
Class A-1 Notes will suffer a partial loss of principal, any
request by the Hedge Counterparty to lower the principal portion
of the cross-currency swap on the Class A-1 Notes would likely be
acceptable.  Adjusting the principal amount on the Class A-1 Notes
hedge would prevent the Transaction from being exposed to currency
risk, based on the expectation that there will not be enough asset
proceeds to exchange the full principal amount at maturity.

DBRS will release further updates on www.dbrs.com as appropriate.


R.H. DONNELLEY: 8 Creditors Transfer Claims Totaling $833,000
-------------------------------------------------------------
Eight creditors transfer their claims against R.H. Donnelley Corp.
and its units to various entities:

  Transferor            Transferee                      Amount
  ----------            ----------                      ------
  Proudfoot Consulting  VonWin Capital Management LP   395,000
  Company                                              197,500

  Maponics              Pioneer Funding Group LLC       19,606
                                                        26,840
                                                        11,510

  Unisource Worldwide,  ASM Capital III L.P.            13,198
  Inc.                                                  38,396

  Multi Ad Services,    Liquidity Solutions, Inc.        7,424
  Inc.

  Rackspace             Pioneer Funding Group LLC       92,240

  Adgoroo LLC           Liquidity Solutions             24,900

  GBH Communications    Pioneer Funding Group            4,149

  BEC Air Conditioning  Liquidity Solutions              2,312

                    About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


R.H. DONNELLEY: PBGC Allowed to File Consolidated Claims
--------------------------------------------------------
R.H. Donnelley Corp. and its units and Pension Benefit Guaranty
Corporation have agreed that PBGC will be permitted to file one
consolidated proof of claim on its own behalf and on behalf of the
Debtors' benefit pension plans, which would be deemed to have been
filed in each of the Debtors' cases.

PBOC is a wholly-owned United States government corporation that
administers the defined benefit pension plan termination
insurance program under Title IV of the Employee Retirement
Income Security Act of 1974.

Each of the Debtors either sponsors the Pension Plans or is a
member of such sponsors' controlled group.

PBGC has informed the Debtors that under the terms of the Court's
order establishing the bar dates for filing proofs of claim, it
believes it must file eight separate claims against each of the
20 Debtors for each Pension Plan, representing the claims for
which PBOC believes the Debtors are jointly and severally liable
to the Pension Plans and PBGC under ERISA.

Therefore, literal compliance with the Bar Date Order would
require PBGC to file 160 separate proofs of claim, which would
impose a significant administrative burden on the Debtors, PBGC,
the Court and the Debtors' claims agent.

                    About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


R.H. DONNELLEY: Records $23.9 Million Net Income for 3rd Quarter
----------------------------------------------------------------
R.H. Donnelley Corporation on November 3 reported third quarter
2009 net revenue of $534 million, representing an 18 percent
decline from third quarter 2008.  Adjusted EBITDA1 in the quarter
was $265 million, down 21 percent from third quarter 2008.
Adjusted free cash flow in the quarter was $227 million --
based on cash flow from operations of $232 million, capital
expenditures of $8 million and $3 million related to
reorganization and restructuring costs -- up from $108 million in
third quarter 2008, primarily due to the termination of bond
interest payments during bankruptcy.  Third quarter advertising
sales were $420 million, down 21 percent from advertising sales
in the third quarter 2008.  Net income was $24 million in the
quarter compared to net income of $26 million in third quarter
2008.

"While there are preliminary signs of stabilization, the local ad
sales environment remained difficult in the third quarter," said
David C. Swanson, Chairman and CEO of R.H. Donnelley.
"Nevertheless, we aggressively managed the aspects of the business
that we can control.  For example, operating costs in the third
quarter were down $45 million year-over-year; we are increasing
our customer focus throughout the organization; and we continue to
enhance our online and mobile solutions to help local businesses
in our markets reach active consumers wherever they
are searching.  We expect that these efforts, in addition to
implementing a more sustainable capital structure, will help us
emerge from Chapter 11 as a stronger company in early 2010."

A full-text-copy of R.H. Donnelley Corporation's Third Quarter
2009 Results filed on Form 10-Q is available at no charge
at http://ResearchArchives.com/t/s?4880

             R.H. Donnelley Corporation & Subsidiaries
                Condensed Consolidated Balance Sheet
                      As of September 30, 2009

Assets:
  Cash and cash equivalents                        $606,500,000
  Accounts receivable, net                          846,100,000
  Deferred directory costs                          144,600,000
  Other current assets                               82,300,000
                                                ---------------
Total current assets                              1,679,500,000

  Fixed assets and computer software, net           164,800,000
  Intangible assets, net                          9,624,200,000
  Other non-current assets                           68,400,000
                                                ---------------
Total assets                                    $11,536,900,000
                                                ===============

Liabilities and Shareholders' Deficits:
  Accrued payable and accrued liabilities          $161,800,000
  Accrued interest                                    4,700,000
  Deferred directory revenue                        872,600,000
  Current portion of long-term debt                 796,900,000
                                                ---------------
Total current liabilities                         1,836,000,000

  Long-term debt                                  2,792,300,000
  Deferred income taxes, net                      1,052,800,000
  Other non-current liabilities                     366,200,000
                                                ---------------
Total liabilities not subject to compromise       6,047,300,000

Liabilities subject to compromise                 6,409,500,000

Shareholders' deficit                              (919,900,000)
                                                ---------------
Total liabilities and shareholders' deficit     $11,536,900,000
                                                ===============

             R.H. Donnelley Corporation & Subsidiaries
         Condensed Consolidated Statements of Operations
           For the Three Months Ended September 30, 2009

Net revenue                                        $534,000,000
Expenses                                            274,900,000
Depreciation and amortization                       142,600,000
Impairment charges                                            -
                                                ---------------
Operating income {loss}                             116,500,000
Interest expense, net                               (63,500,000)
Gain on debt transactions, net                                -
                                                ---------------
Pre-tax income {loss}                                53,000,000
Reorganization items, net                            (7,100,000)
                                                ---------------
Income {loss) before income taxes                    45,900,000
Tax (provision) benefit                             (22,000,000)
                                                ---------------
Net income (loss)                                   $23,900,000
                                                ===============

             R.H. Donnelley Corporation & Subsidiaries
          Condensed Consolidated Statement of Cash Flows
           For the Three Months Ended September 30, 2009

Operating activities:
Net income (loss)                                   $23,900,000
Impairment charges                                            -
Gain on debt transactions, net                                -
Depreciation and amortization                       142,600,000
Deferred income taxes                                20,000,000
Non-cash reorganization items, net                   (1,600,000)
Changes in working capital                           35,500,000
Other                                                11,600,000
                                                ---------------
Net cash provided by operating activities           232,000,000

Investment activities:
Additions to fixed assets and computer software      (8,300,000)
                                                ---------------
Net cash used in investing activities                (8,300,000)

Financing activities:
Credit facilities borrowings, net                             -
Credit facilities repayments                        (26,200,000)
Note repurchases and related costs                            -
Borrowings under the Revolver                                 -
Revolver repayments                                           -
Debt issuance costs                                           -
Repurchase of common stock                                    -

Increase (decrease) in checks not yet                 2,100,000
  presented for payment

Proceeds from employee stock option exercises                 -
                                                ---------------
Net cash (used in) provided by financing            (24,100,000)
  activities

Increase (decrease) in cash and cash                199,600,000
  equivalents

Cash and cash equivalents, beginning                406,900,000
                                                ---------------
Cash and cash equivalents, end                     $606,500,000
                                                ===============

                    About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RIVERHEAD PARK: U.S. Trustee Unable to Appoint Creditors Panel
--------------------------------------------------------------
The U.S. Trustee for Region 2 notified the U.S. Bankruptcy Court
for the Eastern District of New York that its was unable to
appoint a committee in Riverhead Park Corp.'s Chapter 11 case.

The U.S. Trustee related that there were not enough eligible
unsecured creditors.

Riverhead, New York-based Riverhead Park Corp. operates a real
estate business.  The Company filed for Chapter 11 on Oct. 27,
2009 (Bankr. E.D.N.Y. Case No. 09-78152).  Harold M. Somer, Esq.,
represents the Debtor in its restructuring effort.  According to
the Debtor's schedules, it has assets of $10,020,000, and total
debts of $5,995,696.


RIVERHEAD PARK: Meeting of Creditors Scheduled for December 4
--------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Riverhead Park Corp.'s Chapter 11 case on Dec. 4, 2009, at
9:00 a.m.  The meeting will be held at the Office of the U.S.
Trustee, Long Island Federal Courthouse, 560 Federal Plaza - Room
563, Central Islip, New York.

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

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

Riverhead, New York-based Riverhead Park Corp. operates a real
estate business.  The Company filed for Chapter 11 on Oct. 27,
2009 (Bankr. E.D.N.Y. Case No. 09-78152).  Harold M. Somer, Esq.,
represents the Debtor in its restructuring effort.  According to
the Debtor's schedules, it has assets of $10,020,000, and total
debts of $5,995,696.


ROCKBREAKERS: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rockbreakers Contracting, Inc.
        1019 E. Paradise Lane
        Phoenix, AZ 85022

Bankruptcy Case No.: 09-28547

Chapter 11 Petition Date: November 5, 2009

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

Debtor's Counsel: Jon S. Musial, Esq.
                  Law Office Of Jon S. Musial
                  8230 E. Gray Rd.
                  Scottsdale, AZ 85260
                  Tel: (480) 951-0669
                  Fax: (602) 922-0653
                  Email: jon.musial@azbar.org

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

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

According to the schedules, the Company has assets of $3,820,860,
and total debts of $3,074,828.

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

             http://bankrupt.com/misc/azb09-28547.pdf

The petition was signed by 'Stoney' Fred E. Moore Jr., president
of the Company.


ROMEO IUSCO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Romeo Iusco
               Monica Iusco
               8651 Harms Road
               Skokie, IL 60077

Bankruptcy Case No.: 09-41945

Chapter 11 Petition Date: November 5, 2009

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

Debtor's Counsel: Forrest L. Ingram, Esq.
                  79 W Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298
                  Email: fingram@fingramlaw.com

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

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

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

             http://bankrupt.com/misc/ilnb09-41945.pdf

The petition was signed by the Joint Debtors.


ROWLETT FAMILY ENTERTAINMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Rowlett Family Entertainment, LP
           aka Rowlett Bowl-a-Rama
        5021 Lakeview Parkway
        Rowlett, TX 75218

Bankruptcy Case No.: 09-37627

Chapter 11 Petition Date: November 5, 2009

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Gerald Philip Urbach, Esq.
                  Hiersche, Hayward, Drakeley & Urbach
                  15303 Dallas Parkway, Ste. 700
                  Addison, TX 75001
                  Tel: (972) 701-7026
                  Fax: (972) 701-8765
                  Email: gurbach@hhdulaw.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 Charles S. Lande.


RYLAND GROUP: Continues String of Losses, Has $52.4MM Q3 Net Loss
-----------------------------------------------------------------
The Ryland Group, Inc., posted a net loss of $52,482,000 for the
three months ended September 30, 2009, from a net loss of
$65,718,000 for the same quarter a year ago.  Ryland posted a net
loss of $201,493,000 for the nine months ended September 30, 2009,
from a net loss of $336,673,000 for the same period a year ago.

Ryland recorded a net loss for the three months ended June 30,
2009, narrowed to $73.6 million from $241.6 million for the same
period a year ago.  Ryland also reported lower net loss at
$149.0 million for the six months ended June 30, 2009, from
$270.9 million for the same period a year ago.

Total revenues for the three months ended September 30, 2009, were
$327,835,000 from $543,844,000 for the same quarter a year ago.
The Company's total revenues for the nine months ended
September 30, 2009, were lower at $865,233,000 from $1,447,891,000
for the same period a year ago.

At September 30, 2009, the Company had total assets of
$1,736,504,000, including cash and cash equivalents of
$235,204,000, against total liabilities of $1,189,077,000.

During the first nine months of 2009, the Company experienced a
decline in sales orders for new homes, compared to the same period
in 2008.  This decrease was due to broader market trends and
economic conditions that contributed to soft demand for
residential housing, as well as to a lower number of active
communities.  Nearly all markets have been affected by rising
unemployment, lower consumer sentiment and declining home prices.
At September 30, 2009, the Company's backlog of orders for new
homes totaled 2,429 units, or a projected dollar value of
$592.7 million, reflecting a 22.9 percent decrease in dollar value
from $768.9 million at September 30, 2008.  Recent activity by the
federal government designed to stimulate the economy, combined
with greater affordability resulting from lower home prices and
interest rates, has improved demand during the third quarter of
2009, versus the same period in 2008, as measured by sales per
active community.  The Company, however, is unable to predict
whether this trend is sustainable.  By using initiatives to lower
construction and overhead costs, the Company will balance cash
preservation with the objective of returning to profitability.  In
addition, it will seek to replace communities that are closing out
with new land parcels designed to generate higher target margins.
As long as the imbalance of housing supply and demand continues,
the Company will remain focused on its liquidity and balance sheet
while also seeking to optimize its operating performance, thereby
positioning itself for a return to a more favorable economic
environment.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?48ac

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48ad

                       About Ryland Group

Headquartered in Southern California, The Ryland Group Inc. (NYSE:
RYL) -- http://www.ryland.com/-- is one of the nation's largest
homebuilders and a leading mortgage-finance company.  Since its
founding in 1967, Ryland has built more than 285,000 homes and
financed more than 240,000 mortgages.  The Company currently
operates in 15 states and 19 homebuilding divisions across the
country.

                           *     *     *

As reported by the Troubled Company Reporter on August 31, 2009,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured note ratings on The Ryland Group Inc.
and revised the outlook to stable from negative.  S&P's '4'
recovery rating on the company's senior unsecured notes remains
unchanged, indicating S&P's expectation for an average recovery
(30%-50%) in the event of a payment default.


SAMSONITE CO: To Exit Chapter 11 in Two Months
----------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware confirmed a prepackaged plan and approved a
disclosure statement explaining that plan.  The confirmation will
enable the company to exit from Chapter 11 protection about two
months, the Deal says.

Samsonite filed a Chapter 11 plan of reorganization together with
its bankruptcy petition. According to the disclosure statement
attached to the Plan, all creditors and interest holders are to
recover 100% of their claims or interests.

Because all classes of claims and interests are unimpaired, the
Debtors did not solicit votes on the Plan, as the stakeholders are
"deemed to accept" the plan pursuant to 11 U.S.C. Sec. 1126(f).
Secured claims and equity interests will be unaltered upon the
Company's emergence from bankruptcy. Unsecured creditors and
other claimants will receive cash in an amount equal to their
allowed claims.

The Debtor notes that claims in connection with certain real
property leases that the Debtor rejects in the Chapter 11 case or
pursuant to the Plan will be, however, capped by operation of the
Bankruptcy code. The Debtor intends to reject up to 84 of its 173
store leases.

The plan will be funded from the Debtor's existing cash balances
and their parent, Samsonite LLC.

A full-text copy of the amended disclosure statement is available
for free at http://ResearchArchives.com/t/s?46c6

A full-text copy of the amended Chapter 11 plan is available for
free at http://ResearchArchives.com/t/s?46c7

                  About Samsonite Company Stores

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31,2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  The case has been assigned to
Judge Peter J. Walsh.

Ashby & Geddes, P.A, is Delaware counsel to the Creditors
Committee. BDO Seidman LLP is the financial advisor to the
Committee. Cooly Godward Kronish LLP is lead counsel to the
Committee.


SARATOGA FOOD: 12 Units File for Chapter 11 in Norfolk
------------------------------------------------------
Carolyn Shapiro of PilotOnline.com reports that 12 entities of
Saratoga Food Group LLC, which own multiple Popeyes Louisiana
Kitchen restaurants in Hampton Roads, made a voluntary filing
under Chapter 11 in the U.S. Bankruptcy Court in Norfolk after
their primary lenders sued them for defaulting on $5.07 million in
loans.

The lawsuit states that the money was used to fund the
construction of the restaurants and the equipment, fixtures,
inventory and other property, the report relates.  The lenders
want a receiver to be appointed to control the operation of the
restaurants.

Ms. Shapiro, citing papers filed with the Court, the Saratoga
units listed assets between $1 million, and $10 million and
liabilities of $500,001 to $1 million.  In addition to a secured
debt of nearly $450,000 to General Electric Capital, the
restaurant owes $21,226 in city and state taxes and $6,474 in rent
to Janaf Shopping Center LLC, she notes.

Based in Virginia Beach, Saratoga Food Group owns and operates 15
local Popeyes franchises through its various entities.


SAUNDERS MANUFACTURING: Emerges From Chapter 11 Protection
----------------------------------------------------------
Mainebiz reports that Saunders Manufacturing Co. Inc. emerges from
Chapter 11 protection after settling two design patent
infringement lawsuits lodged against it by Dexas International
Ltd. in 2007.

The Company stated that all unsecured creditors will be paid in
full, the report says.

Saunders Manufacturing Co. Inc. makes clipboards, portable
desktops and iPod cases.  The company has about 70 workers.


SEQUENOM INC: Inks Third Amendment to Isis License Agreement
------------------------------------------------------------
SEQUENOM Inc. on November 3, 2009, entered into a third amendment
to the Exclusive License of Technology Agreement dated October 14,
2005 and as amended thereafter, with Isis Innovation Limited,
under which SEQUENOM in-licensed fundamental patented noninvasive
prenatal diagnostic technology, including US Patent No. 6,258,540.

Pursuant to the amendment, Isis Innovation has agreed to a
modification of certain time-based commercial launch milestones
relating to aneuploidy and other products.  In exchange for this
modification, SEQUENOM has agreed to make an immediate one-time
payment of $1,000,000, increase royalty payments under the
agreement during the final 12 months of the patent term and
increase the specified minimum royalty amounts.

                        About Sequenom Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

At June 30, 2009, the Company's balance sheet showed total assets
of $113.8 million, total liabilities of $26.3 million and
stockholders' equity of $87.5 million.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SERVICE CORPORATION: Moody's Affirms 'Ba3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed Service Corporation
International's Ba3 Corporate Family Rating and SGL-2 speculative
grade liquidity rating, assigned a B1 to $150 million of proposed
senior notes and assigned a Baa3 to a proposed $400 million
revolving credit facility.  The rating outlook remains stable.

On October 15, 2009, SCI announced that it entered into an
agreement to acquire Keystone North America Inc. for a total
estimated transaction value of approximately $256 million
(including Keystone's outstanding debt).  The transaction is
anticipated to close in the first quarter of 2010, subject to
customary closing conditions.  SCI intends to use the proceeds
from the $150 million senior note offering, borrowings under the
$400 million revolving credit facility and cash on hand to fund
the Keystone acquisition, repay the $150 million of guaranteed
senior notes due 2011 and pay fees and expenses.  Moody's views
the acquisition favorably since Keystone has a solid track record
of financial performance and the acquisition increases SCI's scale
in rural and suburban markets.  The acquisition should modestly
increase pro forma financial leverage at closing.

The Ba3 corporate family rating reflects the company's leading
market position and large portfolio of funeral and cemetery
properties, broad geographic diversification within North America,
adequate financial strength metrics for the rating category and
stable cash flows supported by a large backlog of preneed funeral
and cemetery contracts.  The ratings are constrained by weak
funeral volume trends, a steady increase in cremation rates, and
the risk that a difficult environment for consumer spending could
lead to weak demand for pre-need cemetery property sales.

The affirmation of the SGL rating anticipates a good liquidity
profile with strong projected cash flow, ample availability under
a $400 million revolving credit facility and adequate expected
headroom under financial covenants.

Moody's assigned these ratings (assessments):

  -- $150 million senior unsecured notes due 2021, B1 (LGD 4, 63%)

  -- $400 million senior unsecured revolver (guaranteed) due 2013,
     Baa3 (LGD 1, 8%)

Moody's affirmed these ratings (assessments):

  -- $32 million 7.875% senior unsecured debentures due 2013, B1
     (LGD 4, 63%)

  -- $250 million 7.375% senior unsecured notes due 2014, B1 (LGD
     4, 63%)

  -- $160 million 6.75% senior unsecured notes due 2015, B1 (LGD
     4, 63%)

  -- $245.5 million 6.75% senior unsecured notes due 2016, B1 (LGD
     4, 63%)

  -- $295 million 7% senior unsecured notes due 2017, B1 (LGD 4,
     63%)

  -- $250 million 7.625% senior unsecured notes due 2018, B1 (LGD
     4, 63%)

  -- $200 million 7.5% senior unsecured notes due 2027, B1 (LGD 4,
     63%)

  -- $300 million senior unsecured revolver (guaranteed) due 2011,
     Baa3 (LGD 1, 8%) -- rating is expected to be withdrawn upon
     completion of refinancing

  -- $150 million senior unsecured notes (guaranteed) due 2011 at
     Baa3 (LGD 1, 8%) -- rating is expected to be withdrawn upon
     completion of refinancing

  -- Corporate family rating, Ba3

  -- Probability of default rating, Ba3

  -- Speculative grade liquidity rating, SGL-2

The last rating action on SCI was on November 25, 2008, at which
time Moody's affirmed SCI's Ba3 Corporate Family Rating and
lowered the speculative grade liquidity rating to SGL-2 from SGL-
1.  Moody's concurrently affirmed the Ba3 Probability of Default
Rating, the Baa3 rating on SCI's guaranteed credit facility and
guaranteed senior notes, and the B1 rating on its non-guaranteed
senior notes.

Service Corporation International is North America's largest
provider of deathcare products and services with revenues of about
$2.1 billion in the twelve month period ended June 30, 2009.  At
June 30, 2009, SCI operated 1,264 funeral service locations and
365 cemeteries in North America.


SERVICEMASTER CO: Bank Debt Trades at 13% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which The ServiceMaster
Co. is a borrower traded in the secondary market at 87.25 cents-
on-the-dollar during the week ended Friday, Nov. 6, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.47
percentage points from the previous week, The Journal relates.
The debt matures on July 24, 2014.  The Company pays 300 basis
points above LIBOR to borrow under the loan facility and it
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Nov. 6,
among the 172 loans with five or more bids.

The ServiceMaster Co. -- http://www.servicemaster.com/-- serves
residential and commercial customers through a network of over
5,500 company-owned locations and franchised licenses.  The
Company's brands include TruGreen, TruGreen LandCare, Terminix,
American Home Shield, ServiceMaster Clean, Merry Maids, Furniture
Medic, and AmeriSpec.  The core services of the Company include
lawn care and landscape maintenance, termite and pest control,
home warranties, disaster response and reconstruction, cleaning
and disaster restoration, house cleaning, furniture repair, and
home inspection.


SINCLAIR BROADCAST: S&P Raises Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Hunt Valley, Maryland-based TV
broadcaster Sinclair Broadcast Group Inc. to 'B' from 'B-' and
removed it from CreditWatch, where it was placed with developing
implications on Oct. 13, 2009.

"The transactions eliminate S&P's concern about Sinclair's
refinancing risk, including the large potential put exercises on
Sinclair's convertible notes and the short maturities on
Sinclair's bank debt," said Standard & Poor's credit analyst
Deborah Kinzer.

At the same time, S&P assigned ratings to the amended and restated
credit facility of the company's guaranteed subsidiary, Sinclair
Television Group Inc.  S&P assigned 'BB-' ratings to the
$75.4 million extended revolving credit facility due 2013 and the
$330 million tranche B term loan due 2015, with recovery ratings
of '1', reflecting S&P's view that first-lien lenders would
receive very high (90% to 100%) recovery in the event of a payment
default.  The 'B-' issue-level rating and '5' recovery rating on
STG's private placement of $500 million of second-lien notes were
affirmed.

In addition, S&P lowered the issue-level rating on STG's 8% senior
subordinated notes due 2012 to 'CCC+' from 'B-', and removed the
issue-level rating from CreditWatch with negative implications.
Because these notes rank junior to STG's new second-lien notes,
S&P revised the recovery rating on these notes to '6', indicating
S&P's expectation that debtholders would receive negligible (0% to
10%) recovery in the event of a payment default, from '3'.

Sinclair has refinanced its debt structure to fund the redemption
of two convertible note issues and to extend its bank debt
maturities.  The company has also entered into agreements with
Cunningham Broadcasting Corp., its local marketing agreement (LMA)
partner in six markets, which include an arrangement to pay
Cunningham a total of $33 million over the next three years, which
Cunningham will use to repay its bank term loan.  These agreements
become effective upon Sinclair's consummation of the tender offers
for its convertible notes.

The company has placed about $435.5 million of the net proceeds of
its $500 million second-lien notes issue in a cash collateral
account to fund the purchase of notes pursuant to the tender
offers or, if any notes remain after the consummation of the
tender offers, upon exercise of the put rights by the holders of
such notes on the respective exercise dates.  S&P has predicated
its rating action on its expectation of a successful tender and
the maintenance of any remaining amounts in the cash collateral
account to redeem any untendered notes on their put dates.

The agreement with Cunningham and Cunningham's refinancing of its
bank facility for an additional three years remove the threat that
Cunningham's situation posed to Sinclair's financial health.


SIRIUS XM: Posts $149MM Q3 Net Loss; XM Unit Has $42MM Q3 Net Loss
------------------------------------------------------------------
Sirius XM Radio Inc. posted a net loss of $149,190,000 for the
three months ended September 30, 2009, from a net loss of
$4,879,427,000 for the same quarter a year ago.  The Company
posted a net loss of $356,957,000 for the nine months ended
September 30, 2009, from a net loss of $5,067,444,000 for the same
period a year ago.

Sirius XM Radio recorded total revenue of $618,656,000 for the
three months ended September 30, 2009, from $488,443,000 for the
same period a year ago.  Sirius XM Radio recorded total revenue of
$1,796,464,000 for the nine months ended September 30, 2009, from
$1,041,809,000 for the same period a year ago.

As of September 30, 2009, Sirius XM Radio had $7,268,943,000 in
total assets against $7,261,298,000 in total liabilities.  Sirius
XM Radio's September 30 balance sheet showed strained liquidity:
$811,110,000 in total current assets against $2,016,444,000 in
total current liabilities.

Sirius XM Radio is the sole stockholder of XM Satellite Radio
Holdings Inc. and its business is operated as an unrestricted
subsidiary under the agreements governing our existing
indebtedness.

XM reported a net loss of $42,851,000 for the three months ended
September 30, 2009.  Also, at September 30, 2009, XM had total
assets of $4,227,144,000 against total liabilities of
$5,027,358,000, resulting in stockholders' deficit of
$800,214,000.  XM's September 30 balance sheet showed strained
liquidity: $616,417,000 in total current assets against
$1,257,560,000 in total current liabilities.

"We are very pleased with what we accomplished during the third
quarter, especially when considering the macroeconomic issues
affecting consumers and the auto industry," Mel Karmazin, SIRIUS
XM's CEO, said in a news statement.  "We managed to grow revenue,
grow ARPU, reduce operating costs, increase adjusted income from
operations significantly, and refinance higher cost debt. We look
forward to continuing this performance. We grew subscribers and
improved churn in the quarter, and we are well positioned to take
advantage of an economic rebound.  We expect to grow subscribers,
revenue, and cash flow next year regardless of the magnitude of
any recovery."

                       2009 and 2010 Outlook

SIRIUS XM affirmed its year 2009 guidance of over $400 million in
pro forma full-year adjusted income from operations.

The company also provided guidance for 2010. "We expect the
company's cash flow growth momentum to continue into 2010, and we
project full-year adjusted income from operations to increase
approximately 20% next year," said Mr. Karmazin.  Based upon
assumed 2010 automobile sales of 11.3 million units, SIRIUS XM
expects to achieve positive full-year subscriber growth in 2010.
The company also expects 2010 revenue growth of mid- to high-
single digits, and growth in free cash flow compared to 2009.

"While the near future's macroeconomic performance is extremely
difficult to predict, our business has reached sufficient scale to
allow us to continue to grow cash flow," Mr. Karmazin added.

                    Balance Sheet Improvements

Sirius took advantage of strong credit markets during the third
quarter by selling $257 million of new 9.75% Senior Secured Notes
due 2015 to repay $250 million of 15% term loans that would have
matured in 2011 and 2012.

"By refinancing at more favorable rates and extending maturities,"
noted David Frear, Executive Vice President and Chief Financial
Officer, "the company has dramatically improved its near-term
liquidity and doesn't face any material debt maturities until
2011.  The two financing transactions completed in the second and
third quarters have reset the company's capital structure,
allowing us to execute our business plan without balance sheet
constraints."

The company also reported that, in addition to the repurchase of
$179 million of XM Holdings' 10% notes due in December 2009, it
repurchased nearly $59 million of XM Holdings' 10% Senior PIK
Secured Notes due 2011.  "These debt repurchases demonstrate
management's commitment to optimize the company's capital
structure on an opportunistic basis," added Mr. Frear.

"Based upon our current plans, we believe that we have sufficient
cash, cash equivalents and marketable securities to cover the
estimated funding needs through cash flow breakeven, the point at
which revenues are sufficient to fund expected operating expenses,
capital expenditures, working capital requirements, interest
payments and taxes.  The ability to meet our debt and other
obligations depends on our future operating performance and on
economic, financial, competitive and other factors.  We
continually review our operations for opportunities to adjust the
timing of expenditures to ensure that sufficient resources are
maintained.  We have the ability and intend to manage the timing
and related expenditures of certain activities, including the
launch of satellites, the deferral of capital projects, as well as
the deferral of other discretionary expenses.  Our financial
projections are based on assumptions, which we believe are
reasonable but contain significant uncertainties.  There can be no
assurance that our plan will be successful," Sirius XM Radio said
in its Form 10-Q filing with the Securities and Exchange
Commission.

SIRIUS said it may be unwilling or unable to contribute or loan XM
capital.  Similarly, under certain circumstances, XM may be
unwilling or unable to contribute or loan SIRIUS capital.  To the
extent XM's funds are insufficient to support its business, XM may
be required to seek additional financing, which may not be
available on favorable terms, or at all.  If XM is unable to
secure additional financing, its business and results of
operations may be adversely affected.

A full-text copy of Sirius' quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?48ae

A full-text copy of Sirius' earnings release is available at no
charge at http://ResearchArchives.com/t/s?48af

A full-text copy of XM's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?48b0

As reported by the Troubled Company Reporter on September 30,
2009, Radio Business Report said independent research firm Audit
Integrity has included Sirius XM Radio Inc. in its list of 20
public companies with a high risk of filing for bankruptcy in the
coming 12 months.  According to RBR, Audit Integrity said that
Sirius XM has a 9.04% possibility of going bankrupt.

RBR said the list was based on a mathematical model which analyzed
thousands of publicly traded companies for risk factors, including
liquidity, leverage, profitability, how the market values the
company and whether there appears to be any risk of fraud in the
financial data disclosed by the company.

                       About SIRIUS XM Radio

Based in New York, SIRIUS XM Radio Inc. broadcasts in the United
States music, sports, news, talk, entertainment, traffic and
weather channels for a subscription fee through proprietary
satellite radio systems.  Subscribers can also receive certain
music and other channels over the Internet.  The Company's
satellite radios are primarily distributed through automakers,
retailers and the Company's Web sites.   The Company has
agreements with every major automaker to offer SIRIUS or XM
satellite radios as factory or dealer-installed equipment in their
vehicles.  SIRIUS and XM radios are also offered to customers of
rental car companies.

Sirius XM continues to carry Moody's Ca Corporate Family Rating
and Caa3 Probability of Default Rating.  In August 2009, Standard
& Poor's raised its corporate credit rating on Sirius XM and XM
Satellite Radio Holdings to 'B-' from 'CCC+'.


STARWOOD HOTELS: Moody's Assigns 'Ba1' Rating on $250 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Starwood Hotels
& Resorts Worldwide, Inc.'s proposed $250 million senior unsecured
notes.  Moody's affirmed Starwood's Ba1 Corporate Family rating
and Ba1 Probability of Default rating.  The note proceeds will be
used to tender for up to $200 million of the company's 7.875%
senior notes due 2012 and up to $100m of its 6.25% senior notes
due 2013.  If the cash tender offers are not completed, any
remaining proceeds will be used for general corporate purposes.

Moody's also downgraded Starwood's Speculative Grade Liquidity
rating to SGL-3 from SGL-2.  Starwood's liquidity profile is
adequate.  The downgrade of the company's SGL rating reflects the
February 2011 maturity of its $1.875 million revolving credit
facility and $300 million term loan.  Moody's expects Starwood to
generate sufficient cash flow from operations to fund its capital
spending and dividends.  However, the company may not have
sufficient liquidity to repay its term loan without access to a
revolving credit facility.  Moody's expects Starwood to begin the
process to extend its revolving credit facility in the near-term.
Starwood has a reasonable cushion under its debt/EBITDA covenant
and the company has unencumbered hotel assets that could be sold
to raise cash.

Starwood's Ba1 Corporate Family Rating reflects its average scale
in terms of system-wide rooms, launch of higher margin franchise
brands, and a solid hotel development pipeline.  The ratings also
consider Starwood's moderately high leverage and weak interest
coverage, sensitivity to economic cycles, and poor demand outlook
that will pressure earnings through 2010.  Starwood's debt/EBITDA
is expected to rise moderately above 4.5 times in 2009.

The rating outlook is stable reflecting Moody's expectation that
Starwood will be able to reduce debt levels through asset sales,
securitization of timeshare receivables and an expected tax refund
which will help to offset some of the anticipated deterioration in
earnings in 2010.

Starwood Hotels & Resorts Worldwide, Inc.

Ratings assigned:

* $300 million senior unsecured notes at Ba1 (LGD 4, 55%)

Rating downgraded:

* Speculative Grade Liquidity rate to SGL-3 from SGL-2

Ratings affirmed/assessments updated:

* Corporate Family rating at Ba1
* Probability of Default rating at Ba1
* Senior unsecured bonds and debentures at Ba1, (LGD 4, 55%)
* Senior unsecured shelf at (P)Ba1, (LGD 4, 55%)
* Senior subordinate shelf at (P)Ba2, (LGD 6, 97%)
* Preferred debt shelf at (P)Ba2, (LGD 6, 97%)

Moody's last rating action on Starwood took place on April 30,
2009, when Moody's assigned a Ba1 rating to the company's
$500 million senior unsecured note offering and upgraded the SGL
to SGL-2.

Starwood Hotels & Resorts Worldwide, Inc., headquartered in White
Plains, NY, is a leading hotel company with approximately 900
properties in more than 100 countries.


STARWOOD HOTELS: S&P Assigns 'BB' Rating on $250 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating (the same as the 'BB' corporate credit rating)
and its '3' recovery rating to Starwood Hotels & Resorts Worldwide
Inc.'s proposed $250 million senior notes due 2019.  The '3'
recovery rating reflects S&P's expectation that lenders would
achieve meaningful (50% to 70%) recovery in a simulated payment
default scenario.  Proceeds from the proposed notes issue will be
used to repay debt balances.

In addition, S&P affirmed all ratings on the company, including
the 'BB' corporate credit rating.  The outlook is stable.

"The rating reflects," said Standard & Poor's credit analyst Emile
Courtney, "the sensitivity of demand for Starwood's hotels to
economic cycles, the company's exposure to its largest owned
hotels and to upper upscale and luxury lodging segments, and its
aggressive share repurchases in the period leading up to the
current downturn." The combination of the significant current down
cycle and a high level of share repurchase activity in 2007 and
2008 is likely to result in meaningfully higher leverage at
Starwood over the intermediate term.  The company's large, high-
quality, and geographically diversified hotel portfolio with many
well-established brand names -- which position Starwood well for
the eventual recovery -- partially offset those factors.


SUNGARD DATA: Bank Debts Trade at 5% & 8.07% Off
------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
95.36 cents-on-the-dollar during the week ended Friday, Nov. 6,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.29 percentage points from the previous week, The Journal
relates.  The debt matures on Feb. 28, 2016.  The Company pays
362.5 basis points above LIBOR to borrow under the loan facility
and it carries Moody's Ba3 rating and Standard & Poor's BB rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Nov. 6, among the 172 loans with five or more bids.

Meanwhile participations in another syndicated loan under which
SunGard Data Systems, Inc., is also a borrower traded in the
secondary market at 91.93 cents-on-the-dollar during the week
ended Friday, Nov. 6, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents a drop of 1.70 percentage points from the previous
week, The Journal relates.  This debt matures on Feb. 28, 2014.
The Company pays 375 basis points above LIBOR to borrow under the
loan facility.  The bank debt is not rated by Moody's while it
carries Standard & Poor's BB rating.  The debt is also one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Nov. 6, among the 172 loans
with five or more bids.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

As stated by the Troubled Company Reporter on Sept. 1, 2009,
Moody's Investors Service assigned a Ba3 rating to SunGard Data
System's $2.7 billion senior secured term loan B.  Concurrently,
Moody's affirmed SunGard's B2 corporate family and probability of
default ratings, along with its SGL-2 speculative grade liquidity
rating.  These actions follow the company's amendment of its
credit agreement with its lenders.  The rating outlook remains
stable.

The amendment dated June 9, 2009, extended the maturity date of
the company's $2.7 billion term loan B to February 28, 2016.  The
$2.7 billion term loan B was carved out of the company's original
$4.2 billion term loan facility maturing February 28, 2014.  The
credit agreement amendment also reduced the existing revolving
credit facility to $829 million from $1 billion and extended the
maturity date to May 11, 2013.  Finally, the amendment also
amended certain other provisions of the Credit Agreement,
including provisions relating to negative covenants and financial
covenants.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


SUPERVALU INC: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which SUPERVALU, Inc.,
is a borrower traded in the secondary market at 94.33 cents-on-
the-dollar during the week ended Friday, Nov. 6, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.24 percentage points
from the previous week, The Journal relates.  The debt matures on
June 2, 2012.  The Company pays 125 basis points above LIBOR to
borrow under the loan facility.  The bank debt is not rated by
Moody's while it carries Standard & Poor's BB+ rating.  The debt
is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Nov. 6,
among the 172 loans with five or more bids.

SUPERVALU, Inc. (NYSE:SVU), -- http://www.supervalu.com/-- is a
grocery channel that conducts its retail operations under the
banners, such as Acme Markets, Albertsons, Bristol Farms, bigg's,
Cub Foods, Farm Fresh, Hornbacher's, Jewel-Osco, Lucky, Save-A-
Lot, Shaw's Supermarkets, Shop 'n Save, Shoppers Food & Pharmacy
and Star Markets.  Additionally, the Company provides supply chain
services, primarily wholesale distribution, across the United
States retail grocery channel.  The Company operates in two
segments: Retail food and Supply chain services.  During the
fiscal year ended February 28, 2009 (fiscal 2009), the Company
added 44 new stores through new store development and closed 97
stores.  The Company leverages its distribution operations by
providing wholesale distribution and logistics and service
solutions to its independent retail customers through its Supply
chain services segment.

As reported by the Troubled Company Reporter on July 27, 2009,
Standard & Poor's Ratings Services said that it revised its
outlook on Minneapolis-based supermarket and distributor
SUPERVALU, Inc., to negative from stable, and affirmed the 'BB-'
corporate credit rating on the company.  "This action reflects
S&P's expectation that SUPERVALU's credit metrics will deteriorate
further from weaker operating performance, despite plans to pay
down outstanding debt by $700 million," said Standard & Poor's
credit analyst Stella Kapur.


SQUARE BAR: Settles Dispute With Landlord
-----------------------------------------
J.B. Smith at wacotrib.com reports that Square Bar Waco LLC has
reached an out-of-court settlement with its landlord, Waco Town
Square Partners, which would allow the Company to emerge from
Chapter 11 bankruptcy protection.  Waco Town Square had locked out
bar owner Michael Wray over $30,000 in alleged back rent.
According to wacotrib.com, the settlement will terminate Square
Bar's lease.  wacotrib.com states that both parties agreed not to
disclose the terms of the settlement.

Square Bar Waco LLC, aka Square Bar & Kitchen, filed for Chapter
11 bankruptcy protection on October 5, 2009 (Bankr. W.D. Tex. Case
No. 09-61154).  The Company listed up to $50,000 assets and up to
$50,000 liabilities.


STANT PARENT: Exits Chapter 11 Bankruptcy Protection
----------------------------------------------------
Stant USA Corporation has emerged from Chapter 11 under a new
capital structure that will provide substantial financial
flexibility for years to come.  This concludes a 90-day Chapter 11
process during which the company continued normal business
operations.  The Company continued normal operations during its 90
days in the reorganization process.  A Delaware court in September
approved the sale of Stant's assets to Vapor Acquisition Corp.,
which is a an affiliate of global private equity firm HIG Capital.

Stant Corp. is headquartered in Connersville, Indiana, and has
facilities in Pine Bluff, Arkansas, Mexico, China, and the Czech
Republic.  Founded in 1898, Stant has earned its reputation for
quality and innovation in the automotive industry.  Stant is
recognized as the world's leading supplier of automotive and
industrial fuel, oil and radiator caps, fuel vapor control valves
and thermostats for both the original equipment markets and the
automotive aftermarket.

Stant Corp. and five affiliated companies filed for Chapter 11
bankruptcy protection on July 27, 2009 (Bankr. D. Del 09-12647).
Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, serve as the Debtors'
counsel.  In its petition, Stant Corp. listed $50 million to
$100 million in debts against $50 million to $100 million in
assets.


TAYLOR BEAN: BofA Objects to $25-Mil. DIP Financing
---------------------------------------------------
Law360 reports that Bank of America NA has joined a chorus of
lenders and regulators in objecting to Taylor Bean & Whitaker
Mortgage Corp.'s proposed $25 million debtor-in-possession
financing, saying the bankrupt mortgage lender has yet to show it
actually owns properties offered as collateral for the needlessly
large loan.

Taylor Bean, the 12th largest U.S. mortgage lender and servicer
of loans, filed for bankruptcy protection on Aug. 24 after
being suspended from doing business with U.S. agencies and
Freddie Mac, the government-supported mortgage company.  Taylor
has blamed probes into one of its banks for the suspensions.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).  Edward J. Peterson, III, Esq., at Stichter,
Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the
Debtor.  Troutman Sanders LLP is special counsel.  BMC Group Inc.
serves as claims agent.  Taylor Bean has more than $1 billion of
both assets and liabilities, and between 1,000 and 5,000
creditors, according to the bankruptcy petition.


TEXAS CLASSIC HOMES: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Texas Classic Homes, LP
        5529 FM 359, Suite B
        Richmond, TX 77406

Case No.: 09-38472

Chapter 11 Petition Date: November 3, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Jack Nicholas Fuerst, Esq.
                  Attorney at Law
                  PO Box 79263
                  Houston, TX 77279
                  Tel: (713) 299-8221
                  Fax: (713) 789-2606
                  Email: jfuerst@sbcglobal.net

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 $10,293,577,
and total debts of $6,608,751.

The petition was signed by Daren Hall, the company's president.

Debtor's List of 12 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
American Express           Credit card purchases  $82,000
c/o Barbara Hertneck

American Express           Credit card purchases  $80,000
c/o Dean Callet

Barbara Hertneck           Attorney's fees       Unknown
5800 North Course
Houston, TX 77072

Chase Auto                 2008 Range Rover      $75,000
                           Location: 5529 FM     ($60,000
                           359, Suite B,         secured)
                           Richmond TX

Dean Callet                Attorney's fees       Unknown
455 North 3rd Street,
Suite 260
Phoenix, AZ 85004

Haney, Buchanan &          Attorney's fees       Unknown
Patterson, LLP
707 Wilshire Boulevard
55th Floor
Los Angeles, CA 90017

Javier Marcos, Jr.         Attorney's fees       Unknown
Marcos & Associates, PC
228 Westheimer Road
Houston, TX 77006

Jay Dushkin                Attorney's fees       Unknown
Law Offices of Jay Dushkin
4615 Southwest Freeway,
Suite 600
Houston, TX 77027

Paul Webb PC               Attorney's fees       $1,357

Richard Petronella         Attorney's fees       Unknown
8 Greenway Plaza
Suite 606
Houston, TX 77046

Roy Anselmo                Attorney's fees       Unknown
Euler Hermes UMA
600 South 7th Street
Louisville, KY 40201-1672

Tracy Russell              Attorney's fees       Unknown
Andrews Myers Coulter
Hayes, PC
3900 Essex Lane,
Suite 800
Houston, TX 77027-5198

Trevor G. Green            Attorney's fees       Unknown
Blazier, Christensen,
Bigelow & Virr
221 West 6th Street,
Suite 1500
Austin, TX 78701


THICK CHIN: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Thick S. Chin
        6085 Perryville Drive
        Mechanicsville, VA 23111

Bankruptcy Case No.: 09-37304

Chapter 11 Petition Date: November 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: David K. Spiro, Esq.
                  Hirschler Fleischer
                  Post Office Box 500
                  Richmond, VA 23218-0500
                  Tel: (804) 771-9500
                  Fax: (804) 644-0957
                  Email: dspiro@hf-law.com

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

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

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

            http://bankrupt.com/misc/vaeb09-37304.pdf

The petition was signed by Thick S. Chin.


THOMAS REED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Thomas L. Reed, Esq.
                  dba Thomas L. Reed Attorney At Law
               Karen C. Reed
               29006 Brookings Lane
               Highland, CA 92346

Bankruptcy Case No.: 09-36729

Chapter 11 Petition Date: November 5, 2009

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

Judge: Thomas B. Donovan

Debtors' Counsel: None. Debtors Filed Petition as Pro Se.

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

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

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

             http://bankrupt.com/misc/cacb09-36729.pdf

The petition was signed by the Joint Debtors.


THORNBURG MORTGAGE: Former Execs Sue Insurer Over D&O Claims
------------------------------------------------------------
According to Law360, former executives of Thornburg Mortgage Inc.
have sued XL Specialty Insurance Co. for allegedly breaching a
policy agreement by failing to cover their defense costs in a case
accusing them of improperly using Thornburg employees and
resources to start a new company, SAF Financial Inc.

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.


THORNBURG MORTGAGE: U.S. Trustee Now Backing Incentive Plan
-----------------------------------------------------------
Law360 reports that less than three weeks ago the Chapter 11
trustee overseeing TMST Inc. objected to its emergency motion for
approval of a wind-down employee incentive plan, but on Thursday
he reversed course, saying not only that he supported the plan,
but that the incentive payments should be increased.

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.


TRANSALTA CORPORATION: Moody's Keeps 'Ba1' Preferred Shelf Ratings
------------------------------------------------------------------
Moody's Investors Service announced that it confirmed TransAlta
Corporation's Baa2 senior unsecured and (P)Ba1 preferred shelf
ratings.  TA's rating outlook is stable.  The action concludes the
review for possible downgrade initiated on July 21, 2009 following
the announcement of TA's unsolicited bid for Canadian Hydro
Developers.

The confirmation of TA's existing ratings reflects: the fact that
TA has effectively acquired all of the outstanding shares of KHD;
the strategic fit of KHD's renewable electric generation assets
with those of TA; TA's issuance of approximately $396 million of
equity (net proceeds) in support of the $1.7 billion KHD
acquisition; and Moody's expectation that, despite anticipated
weakness in TA's 2009 and 2010 credit metrics, management will
take the necessary measures to ensure that TA's metrics improve in
2011.  "Based on Moody's discussions with TransAlta's management,
Moody's expects that by 2011 the company's cash flow interest
coverage will be in the high 4x range and its CFO pre-WC to Debt
will be approximately 25%," said Allan McLean, Moody's Vice
President/Senior Credit Officer, lead analyst for TA.

As Moody's anticipated when TA was placed under review for
possible downgrade, the $1.71 billion (total enterprise value)
value of the final transaction is higher than TA's $1.54 billion
initial bid; however, TA has funded essentially all of the
approximately $100 million increase in the equity bid price with
incremental equity.  The balance of the increase in the
transaction value is principally related to debt balances at KHD
that were higher than TA had assumed in its original bid.  "While
the relatively highly levered transaction is expected to increase
TA's consolidated leverage and weaken its near-term metrics
temporarily, Moody's anticipate that TA will strengthen its
financial profile through 2010 and 2011 as organic growth projects
reach completion and growth capital spending moderates
materially," noted Mr.  McLean.

Moody's believes that TA's recent issuance of approximately
$396 million of equity (an amount near the top end of management's
range) is indicative of management's commitment supporting its
Baa2 rating.  Moody's believes that TA's liquidity resources are
sufficient to meet the company's committed capital spending as
well as planned dividends and scheduled debt maturities through
September 30, 2010.  However, given the October 2010 maturity of
the bank bridge facility, timely issuance of long-term debt to
repay the bridge and free up capacity on TA's revolving credit
facilities will be key to maintaining appropriate liquidity
resources.  Moody's notes that TA plans to utilize a small portion
of its revolving credit facilities to fund a portion of the KHD
acquisition effectively on a permanent basis.  All else being
equal, this will reduce the company's liquidity resources
notwithstanding that the KHD acquisition is expected to increase
TA's asset base by almost 22%.  Moody's considers this to be a
minor credit negative and will continue to closely monitor TA's
liquidity strategy.

The last rating action occurred on July 21, 2009, when TA's
ratings were placed under review for possible downgrade.

TransAlta Corporation is a wholesale power and energy marketing
company headquartered in Calgary, Alberta.


TRICO MARINE: S&P Raises Corporate Credit Rating to 'CCC+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on oilfield services provider Trico Marine Services Inc.
and its indirect foreign subsidiary, Trico Supply AS, to 'CCC+'
from 'CCC'.  S&P removed the ratings from CreditWatch, where they
had been placed with developing implications on Oct. 15, 2009.
The outlook is developing, indicating that S&P could raise, lower,
or affirm the ratings.

Standard & Poor's also raised the issue-level rating on Trico
Marine's $202.8 million 8.125% senior convertible notes to 'CCC'
from 'CCC-'; the recovery rating remains '5'.  In addition, S&P
raised the issue-level rating on Trico Marine's $150 million 3%
senior convertible debentures to 'CCC-' from 'CC'.  The recovery
on this debt remains '6'.

The 'B-' issue-level rating and '2' recovery rating for Trico
Shipping AS's $400 million senior secured notes remain unchanged.

The rating actions follow the closing of a $400 million senior
secured notes offering by Trico Marine's indirect foreign
subsidiary Trico Shipping.

Because of impending debt maturities in January 2010, Trico Marine
and its subsidiaries entered into a number of refinancing related
transactions.  Trico Marine issued, through Trico Supply's
subsidiary Trico Shipping, $400 million in senior secured notes,
which together with the proceeds of certain asset sales, Trico
Marine used to repay debts that were outstanding at Trico Supply
and its subsidiaries.  Trico Marine also paid down a portion of
its $35 million revolver, the commitment of which decreased to
$25 million.  In addition, Trico Shipping obtained an unrated
$33 million credit facility.

"The ratings on Trico Marine and Trico Supply reflect the
companies' position as oilfield services providers in a cyclical
and highly competitive industry, S&P's expectations of generally
weak industry conditions, the companies' very high debt leverage
measures, and tight liquidity concerns," said Standard & Poor's
credit analyst Patrick Lee.  Given the interrelated nature of the
relationship between Trico Marine and Trico Supply, S&P link the
corporate credit ratings of the two entities together and assign
Trico Supply the same corporate credit rating as Trico Marine.
Trico Supply's business profiles as vulnerable.

S&P could lower the ratings if Trico Marine's very thin liquidity
tightens in 2010.  Trico Marine's liquidity and ability to make
payments may be affected by negative expected EBITDA, limited
upstreaming of funds from Trico Supply, the potential sale of the
vessel Corona in the first quarter of 2010, and the ability to pay
convertible debt interest in stock.  S&P could raise the ratings
if the company timely sells the Corona and pays convertible debt
interest in stock to enhance liquidity, and if Trico Marine's
business segments' operating performance improves, providing much-
needed positive cash flow.


TRUMP ENTERTAINMENT: Incurs $167.9-Mil. Loss for Third Quarter
--------------------------------------------------------------
Trump Entertainment Resorts, Inc.'s consolidated balance sheets at
September 30, 2009, showed $1.437 billion in total assets and
$2.095 in total liabilities, resulting in a $658 million
shareholders' deficit.

The Company's balance sheet at September 30, 2009, also showed
strained liquidity with $166 million in total current assets
available to pay $2.005 billion in total current liabilities.

The Company reported a net loss of $19.7 million on net revenues
of $228.3 million for the three months ended September 30, 2009,
compared with a net loss of $167.9 million on net revenues of
$252.1 million in the same period of 2008.

For the three months ended September 30, 2009, the Company
experienced a 13.2% decrease in overall gross gaming revenues
comprised of a 12.3% decrease in slot revenues and a 15.0%
decrease in table game revenues compared to the prior-year period.

In connection with entering into the asset purchase agreement to
sell Trump Marina to Coastal Marina on May 28, 2008, the Company
recognized goodwill and other intangible asset impairment charges
related to Trump Marina during the three months ended June 30,
2008.  The intangible asset impairment charges totaled
$20.9 million, of which $18.6 million related to Trump Marina
trademarks and $2.3 million related to goodwill.  In addition,
during September 2008, the Company recognized a $45.0 million
estimated loss on disposal to record Trump Marina's assets held
for sale at their estimated fair value less costs to sell
reflecting the revised purchased price in connection with the
amendment to the Marina asset purchase agreement.

During the three months ended September 30, 2008, the Company
determined determined that goodwill relating to Trump Taj Mahal
and TER and trademarks relating to Trump Taj Mahal were impaired.
As a result, the Company recognized goodwill impairment charges
totaling $122.3 million, of which $76.2 million related to Trump
Taj Mahal and $46.1 million related to TER and other intangible
asset impairment charges of $7.5 million related to Trump Taj
Mahal trademarks.

                  Nine Months Ended September 30

For the nine months ended September 30, 2009, the Company reported
a net loss of $666.4 million on net revenues of $615.7 million,
compared with a net loss of $232.0 million on net revenues of
$711.4 million in the same period last year.

The Company recorded impairment charges totaling $536.2 million
related to Trump Plaza's and Trump Marina's long-lived assets
during the nine months ended September 30, 2009.  The Company also
recognized intangible asset impairment charges related to Trump
Taj Mahal and Trump Plaza trademarks totaling $20.5 million during
the nine months ended September 30, 2009.
  
A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?48ba

               Significant Sources and Uses of Cash

Cash flows provided by operating activities were $14.3 million
during the nine months ended September 30, 2009, compared to
$22.1 million during the nine months ended September 30, 2008.
The decrease in cash flow from operations is principally due to
the decrease in gaming revenues partially offset by lower cash
paid for interest as a result of not making the June 1, 2009,
interest payment on the Senior Notes and changes in working
capital requirements.

Cash flows used in investing activities were $21.6 million during
the nine months ended September 30, 2009, compared to
$117.8 million during the nine months ended September 30, 2008.
Investing activities during 2009 include capital expenditures of
$24.7 million, of which approximately $17.0 million related to the
construction of the Chairman Tower, and $8.2 million of proceeds
related to certain Casino Reinvestment Development Authority
investments.  Restricted cash decreased $2.8 million as cash
collateral securing outstanding letters of credit was drawn.

Investing activities during the nine months ended September 30,
2008, included capital expenditures of $152.5 million.  Restricted
cash decreased $45.9 million due to the use of proceeds from
borrowings which were restricted for expenditures associated with
the construction of the Chairman Tower.  During the nine months
ended September 30, 2008, the Company capitalized $7.2 million of
interest expense related to the construction of the Chairman
Tower.

Cash flows used in financing activities were $4.0 million during
the nine months ended September 30, 2009, compared to cash flows
provided by financing activities of $69.5 million during the nine
months ended September 30, 2008.  Financing activities during the
nine months ended September 30, 2009, include repayments of
$3.7 million of the Company's outstanding term loan and $291,000
of capital lease obligations.  During the nine months ended
September 30, 2008, cash flows provided by financing activities of
consisted of $75.0 million in borrowings under the Company's 2007
Credit Agreement, repayments of $3.3 million of the Company's
outstanding term loan and $1.6 million of the Company's capital
lease obligations.  The Company also paid $680,000 in partnership
distributions to Mr. Trump during the nine months ended September
30, 2008.

At September 30, 2009, the Company had approximately $75.0 million
in cash and cash equivalents and $485.1 million was outstanding
under the Company's 2007 Credit Agreement.  The Company also had
$1.249 billion of Senior Notes outstanding.  The filing of the
Chapter 11 case constituted an event of default or otherwise
triggered repayment obligations under the Senior Notes and the
2007 Credit Agreement.  As a result, all indebtedness outstanding
under the Senior Notes and the 2007 Credit Agreement became
automatically due and payable, subject to an automatic stay of any
action to collect, assert, or recover a claim against the Debtors
and the application of applicable bankruptcy law.

TER said it has minimal operations, except for its ownership of
TER Holdings and its subsidiaries, and depends on the receipt of
sufficient funds from its subsidiaries to meet its financial
obligations.  The Company adds that the ability of its
subsidiaries to make payments to TER Holdings may also be
restricted by the New Jersey Casino Control Commission.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UNITED COMMERCIAL: Closed; East West Bank Assumes Deposits
----------------------------------------------------------
United Commercial Bank, San Francisco, California, was closed
November 6 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 East West Bank, Pasadena,
California, to assume all of the deposits of United Commercial
Bank.  This agreement included all U.S. branches of United
Commercial Bank, the Hong Kong branch of United Commercial Bank,
and the subsidiary of United Commercial Bank headquartered in
Shanghai, China, United Commercial Bank (UCB-China).

The 63 U.S. branches of United Commercial Bank will reopen during
their normal business hours beginning tomorrow as branches of East
West Bank.  All locations in Hong Kong and China will reopen on
Monday, according to normal business hours.  In addition, UCB-
China, the Shanghai, China, subsidiary of United Commercial Bank,
which was also part of the November 6 transaction, will continue
its regular banking operations without interruption with the full
support of its parent company, East West Bank, whose qualification
has already passed the preliminary review by the China Banking
Regulatory Commission.

Depositors of United Commercial Bank will automatically become
depositors of East West Bank. Domestic deposits will continue to
be insured by the FDIC, and the Hong Kong deposits will continue
to be covered by the Hong Kong Deposit Protection Scheme and the
full deposit guarantee currently in force in Hong Kong. The FDIC
continues to be in close cooperation with the Chinese banking
regulatory authority regarding regular operations of UCB-China.

Customers should continue to use their existing branch until they
receive notice from East West Bank that it has completed systems
changes to allow other East West Bank branches to process their
accounts as well.

This evening and over the weekend, depositors of United Commercial
Bank can access their money by writing checks or using ATM or
debit cards. Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of October 23, 2009, United Commercial Bank had total assets of
$11.2 billion and total deposits of approximately $7.5 billion.
East West Bank paid the FDIC a premium of 1.1 percent for the
right to assume all of the deposits of United Commercial Bank. In
addition to assuming all of the deposits of the failed bank, East
West Bank agreed to purchase approximately $10.2 billion in assets
of the failed bank. As part of the purchase and assumption
agreement, the FDIC transferred to East West Bank all qualified
financial contracts to which United Commercial Bank was a party
and those contracts remain in full force and effect.

The FDIC and East West Bank entered into a loss-share transaction
on approximately $7.7 billion of United Commercial Bank's assets.
East West Bank will share in the losses on the asset pools covered
under the loss-share agreement. The loss-share arrangement is
projected to maximize returns on the assets covered by keeping
them in the private sector. The agreement also is expected to
minimize disruptions for loan customers. For more information on
loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

U.S. customers who have questions about the November 6 transaction
can call the FDIC toll-free at 1-800-238-8209.  Interested parties
also can visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/ucb.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $1.4 billion. East West Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. United Commercial Bank is the 120th
FDIC-insured institution to fail in the nation this year, and the
14th in California. The last FDIC-insured institution closed in
the state was Pacific National Bank, San Francisco, which closed
on October 30, 2009.


UNITED SECURITY BANK, SPARTA: Ameris Bank Assumes All Deposits
--------------------------------------------------------------
United Security Bank, Sparta, Georgia, was closed November 6 by
the Georgia Department of Banking and Finance, which appointed the
Federal Deposit Insurance Corporation as receiver. To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Ameris Bank, Moultrie, Georgia, to assume all of
the deposits of United Security Bank.

The two branches of United Security Bank will reopen during their
normal business hours as branches of Ameris Bank. This includes
the branch in Woodstock, Georgia, that operated as the Bank of
Woodstock also is part of the November 6 transaction. It, too,
will re-open as a branch of Ameris Bank. Depositors of United
Security Bank will automatically become depositors of Ameris Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage. Customers should continue to use
their existing branch until Ameris Bank can fully integrate the
deposit records of United Security Bank.

This evening and over the weekend, depositors of United Security
Bank can access their money by writing checks or using ATM or
debit cards. Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of September 14, 2009, United Security Bank had total assets of
$157 million and total deposits of approximately $150 million.
Ameris Bank will pay the FDIC a premium of 0.36 percent to assume
all of the deposits of United Security Bank. In addition to
assuming all of the deposits of the failed bank, Ameris Bank
agreed to purchase essentially all of the assets.

The FDIC and Ameris Bank entered into a loss-share transaction on
approximately $123 million of United Security Bank's assets.
Ameris Bank will share in the losses on the asset pools covered
under the loss-share agreement. The loss-share arrangement is
projected to maximize returns on the assets covered by keeping
them in the private sector. The agreement also is expected to
minimize disruptions for loan customers. For more information on
loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the November 6 transaction can
call the FDIC toll-free at 1-866-782-1897.  Interested parties
also can visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/unitedsecurity-ga.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $58 million.  Ameris Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  United Security Bank is the 116th FDIC-
insured institution to fail in the nation this year, and the
twenty-first in Georgia.  The last FDIC-insured institution closed
in the state was American United Bank, Lawrenceville, on
October 23, 2009.


USA DETERGENTS: $12 Million Lender Liability Suit Survives
----------------------------------------------------------
WestLaw reports that a debtor's controlling shareholder and the
shareholder's subsidiaries qualified as "creditors" subject to the
preferential transfer statute by virtue of guaranteeing the debt
that the debtor paid down during the preference period.  It did
not matter that the shareholder and subsidiaries waived their
right to collect from the debtor for any amounts which they paid
on their guarantees.  In re USA Detergents, Inc., --- B.R. ----,
2009 WL 3365748 (Bankr. D. Del.) (Gross, J.).

On February 12, 2008, three creditors filed an involuntary Chapter
7 petition (Bankr. D. Del. Case No. 08-10273) against USA
Detergents, Inc., a manufacturer and distributor of value priced
laundry care products, household cleaners, personal care items,
candles, and air fresheners with its principal place of business
in New Brunswick, N.J.  Thereafter, the Debtor moved for, and on
April 9, 2008, the Court granted, conversion to Chapter 11.  On
June 2, 2008, the Official Committee of Unsecured Creditors filed
its Motion to Convert the Debtor's Chapter 11 case to a Chapter 7
case, and on June 11, 2008, the Debtor filed its Notice of
Conversion of Chapter 11 case to Chapter 7, which the Court
granted on June 17, 2008.  George L. Miller serves as the Chapter
7 Trustee.

On February 2, 2009, Mr. Miller sued (Bankr. D. Del. Adv. Pro. No.
09-50100) to recover what he alleges are damages in excess of
$12 million to USA Detergents, Inc., resulting from the operation
of the company by Titan Global Holdings, Inc. for the benefit of
prepetition secured lender, Greystone Business Credit II, L.L.C.
The Trustee claims that the defendants, through their conflicted
relationships with USAD, harmed Debtor by wrongfully perpetuating
USAD rather than recapitalizing or liquidating Debtor for the
benefit of all creditors.


UTSTARCOM INC: Continues String of Losses with $34MM Q3 Net Loss
----------------------------------------------------------------
UTStarcom, Inc., said net sales for the third quarter ended
September 30, 2009, were $70.5 million as compared to
$180.6 million in the third quarter of 2008.  The decline in
sales primarily reflects the China market's continued wind down of
the PAS infrastructure and handset businesses.  Gross margins for
the third quarter of 2009 were 34% as compared to 32% in the third
quarter of 2008.  The third quarter 2009 operating expenses were
$58.0 million compared to $92.2 million a year ago.  The reduction
in expenses primarily reflects the benefits of ongoing
restructuring and cost cutting initiatives.  The operating loss
for the third quarter of 2009 and 2008 was $33.8 million and
$34.9 million, respectively.

The net loss for the third quarter of 2009 was $34.6 million, or
($0.27) per share, and includes $8.9 million in charges primarily
related to the restructuring actions announced in June.  The third
quarter of 2008 net loss was $55.9 million, or ($0.45) per share.

At September 30, 2009, the Company had $1.0 billion in total
assets against $707.0 million in total liabilities.  Cash, cash
equivalents and short-term investments at September 30, 2009, was
$241.7 million compared to $313.9 million on December 31, 2008.

The Company recorded a benefit of $6.5 million primarily related
to the sale of handsets to Personal Communications Division that
were written down in prior periods.  The Company recorded an
$8.9 million restructuring charge primarily related to
restructuring initiatives announced in June 2009; and a
$1.7 million loss related to the divestiture of Korea based
handset operations.

On July 1, 2008, the Company divested its Personal Communications
Division.  On December 18, 2008, the Company announced actions to
wind down its Korea-based handset manufacturing operations.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48b1

                          About UTStarcom

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.

The Company has said its recurring losses and expected negative
cash flows from operations raise substantial doubt about the
Company's ability to continue as a going concern.  The Company
incurred net losses of $150.3 million, $195.6 million and
$117.3 million during the years ended December 31, 2008, 2007 and
2006, respectively.  The Company recorded operating losses in 17
of the 18 consecutive quarters in the period ended June 30, 2009.
At June 30, 2009, the Company had an accumulated deficit of
$993.2 million.  The Company incurred net cash outflows from
operations of $55.2 million and $225.1 million in 2008 and 2007
respectively.


VDG LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: VDG, LLC
        8145 N. 86th Place
        Scottsdale, AZ 85258

Bankruptcy Case No.: 09-28540

Chapter 11 Petition Date: November 5, 2009

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

Debtor's Counsel: Jared G. Parker, Esq.
                  Deconcini Mcdonald Yetwin & Lacy, P.C.
                  7310 N 16th St, Ste. 330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0500
                  Fax: (602) 282-0520
                  Email: jparker@dmylphx.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 Larry A. Hall, manager of the Company.


VERENIUM CORP: Closes Research Collaboration With Syngenta
----------------------------------------------------------
Verenium Corporation on Tuesday announced the successful closure
of previously defined programs under its joint research
collaboration with Syngenta Participations AG of Switzerland.  In
connection with the completion of those programs, the parties have
executed an agreement whereby Verenium gained additional exclusive
rights to an array of proprietary biomolecules expressed
microbially, as well as non-exclusive rights to the same
biomolecules expressed through non-plant and non-microbial means,
further bolstering its strong Specialty Enzymes product pipeline.
Syngenta will retain exclusive rights to the biomolecules
expressed in plants, as well as non-exclusive rights to the same
biomolecules expressed through non-plant, non-microbial means.

"We are very pleased with the success and productivity of our
relationship with Syngenta," said Carlos A. Riva, President and
Chief Executive Officer of Verenium.  "I'd like to acknowledge the
significant amount of work that has been done over the last
several years, and am enthusiastic about the exciting new product
candidates that have been generated for both companies as a result
of this collaboration."

As a result of this transaction, Verenium will receive license
fees, including future royalties, for a commercial enzyme
candidate licensed to a third party.

In addition, Verenium obtained microbial and non-plant rights to
several late-stage enzyme development candidates, including:

     -- Alpha amylases and glucoamylases for starch processing in
        biofuels production;

     -- Xylanases and beta-glucanases for use in the animal feed
        industry; and

     -- Thermostable phytases also for use in the animal feed
        industry. This class of enzymes is used commercially to
        release inorganic phosphate from plant material enhancing
        its nutritive value and reducing environmental phosphorus
        pollution.

The animal feed industry is the second largest market for enzymes,
with an estimated 7% rate of underlying growth per year.

                       Bankruptcy Warning

The Company has indicated that based on its operating plan its
existing working capital may not be sufficient to meet cash
requirements to fund planned operating expenses, capital
expenditures, required and potential payments under its 2007 Notes
and 2008 Notes, and working capital requirements beyond 2009
without additional sources of cash or the deferral, reduction or
elimination of significant planned expenditures.  The Company said
these factors raise substantial doubt about the Company's ability
to continue as a going concern.

As of June 30, 2009, the Company had total assets of
$157.3 million; and total liabilities of $168.4 million, resulting
in stockholders' deficit of $11.13 million.  The Company has a
working capital deficit of $16.8 million and an accumulated
deficit of $630.2 million as of June 30, 2009.

The Company has said if it cannot obtain sufficient additional
financing in the short-term, it may be forced to restructure or
significantly curtail its operations, file for bankruptcy or cease
operations.

As reported by the Troubled Company Reporter on October 12, 2009,
Verenium priced an underwritten public offering of 2,250,000
shares of its common stock and warrants to purchase an additional
900,000 shares of common stock at a price to the public of $6.00
per unit.  Each unit consists of one share of common stock and a
warrant to purchase 0.40 of a share of common stock.  The shares
of common stock and warrants are immediately separable and will be
issued separately.  The warrants have a five-year term and an
exercise price of $7.59.

Net proceeds after estimated underwriting discounts and
commissions and estimated expenses, will be roughly $12.3 million,
providing the Company with several additional months of operating
capital into 2010.  The offering was to close October 9, 2009,
subject to the satisfaction of customary closing conditions.

The TCR said September 11, 2009, that Verenium's 1-for-12 reverse
split of its common stock became effective September 9, 2009.  The
1-for-12 reverse stock split reduced the number of shares of the
Company's common stock outstanding from roughly 111.3 million to
roughly 9.3 million shares.

                          About Verenium

Based in Cambridge, Massachusetts, Verenium Corporation (Nasdaq:
VRNMD) -- http://www.verenium.com/-- is a leader in the
development and commercialization of cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications within
the biofuels, industrial, and animal health markets. The Company
possesses integrated, end-to-end capabilities and cutting-edge
technology in pre-treatment, novel enzyme development,
fermentation and project development for next-generation biofuels.
Through Vercipia, the Company is moving rapidly to commercialize
cellulosic technology for the production of ethanol from a wide
array of non-food feedstocks, including dedicated energy crops,
agricultural waste, and wood products. In addition to the vast
potential for biofuels, a multitude of large-scale industrial
opportunities exist for the Company for products derived from the
production of low-cost, biomass-derived sugars.

Verenium's Specialty Enzyme business harnesses the power of
enzymes to create a broad range of specialty products to meet
high-value commercial needs.  Verenium's world class R&D
organization is renowned for its capabilities in the rapid
screening, identification, and expression of enzymes-proteins that
act as the catalysts of biochemical reactions.


VISTEON CORP: Morris Lease Decision Deadline Extended to March
--------------------------------------------------------------
Visteon Corp. and its units ask the Court to extend the deadline
within which they must assume or reject an unexpired non-
residential real property lease for premises located at 2750
Morris Road, in Lansdale, Pennsylvania, through March 31, 2010.

The lessor under the Morris Lease is Morris Road Investors, L.P.

Upon review, the Debtors assert that they will not need the space
occupied under the Morris Lease in the long term, but require
additional time beyond December 24, 2009, to cost-effectively
vacate that space.  Specifically, the Debtors note that they
require more time to disassemble, package, and deliver to other
facilities certain equipment used in the manufacture of component
parts, and to auction certain property that currently resides on
the premises subject to the Lease.

The Debtors inform the Court that they executed an agreement with
Morris Road Investors on October 1, 2009, for the extension of the
time by which they must assume or reject the Morris Lease through
March 31, 2010, subject to certain conditions.  Among those
conditions are that the Debtors must surrender certain property
under the Lease on or before November 30, 2009, or pay rent for
use of that property at the holdover terms set forth under the
Lease.  In exchange for the Lessor's consent to the lease
decision period extension, the Agreement also provides that the
Debtors will leave the premises subject to the Lease in "broom
clean condition" and cooperate with the Lessor to identify all
equipment and systems to be removed by the Debtors.

                     About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes to Provide Support on Currency Pacts
-----------------------------------------------------------
Visteon Corp. and its units seek the Court's authority to enter
into and provide support under certain of their "derivative
contracts" and to engage in spot trades with respect to foreign
currencies in the ordinary course of business.

In general, the Debtors' Derivative Contracts are financial
contracts, the values of which are based on the price of a
traditional security like stock or bond, an asset like commodity
or currency, or a market index.  Derivative Contracts can take a
number of different forms, which include forward contracts, swap
contracts or option contracts:

  (1) A forward contract which obligates the purchaser of that
      contract to acquire a security or asset on a specified
      date in the future at a specified price.  If on the
      specified date, the actual price of the security or asset
      is higher than the specified price in the contract, the
      purchaser will profit.  If the actual price is lower than
      the price specified in the contract, the purchaser will
      incur a loss.

  (2) A swap contract which obligates each party to the contract
      to exchange or swap cash flows at specified intervals.
      For example, a currency swap might obligate a party to
      sell a currency at a fixed spot rate and then to buy
      approximately the same amount of currency back on the
      future date, priced at the forward rate for the currency
      pairing.

  (3) An option contract which provides the purchaser the right,
      but not the obligation, to purchase a security or asset at
      a specified price on a specified date.  Both "put" and
      "call" options may be used for the purpose of hedging or
      reducing risk.

Before the Petition Date, the Debtors entered into various
Derivative Contracts, as well as engaged in spot trades with
various counterparty banks for the purpose of reducing or hedging
existing or expected risks associated with fluctuations in
foreign currency exchange rates.  Specifically, the Debtors note
that they utilized forward contracts to protect their cash flow
from adverse fluctuations in exchange rates in connection,
largely, with payments made to them for goods sold that were
denominated in currency other than the U.S. dollars.

The Debtors relate that in early 2009, the Counterparties ceased
entering into new Derivative Contracts with them as a result of
frozen credit markets internationally and Visteon's deteriorating
financial condition.

Given their Chapter 11 status, the Debtors say that it is likely
that the Counterparties of the Derivative Contracts will require
the posting of cash or other collateral either when the
instrument is purchased or during its lifetime.  Therefore, the
Debtors expect the need to post cash to enter into Derivative
Contracts.  The Debtors anticipate collateral posting
requirements of up to $20 million to enter into Derivative
Contracts during the course of their Chapter 11 cases.

                     About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes to Sell Module & Interior Assets to Haru
---------------------------------------------------------------
Visteon Corp. and its units ask the Court for permission to sell
certain assets related to their Module and Interior Business to
Haru Holdings LLC.

The assets to be sold consists of automobile cockpit module,
front end module, and interior manufacturing and assembly
businesses located at four production plants in LaVergne,
Tennessee; Smyrna, Tennessee; Tuscaloosa, Alabama; and Canton,
Mississippi.  In addition, the Debtors also seek to sell certain
direct-shipment sourcing arrangements with certain suppliers
together with related supply contracts, inventory, plant,
equipment, and intellectual property.  The Production Facilities,
the supply contracts and the associated intellectual property
comprise the Debtors' Module and Interior Business.

The Production Facilities manufacture and assemble component
parts related solely to Nissan North America, Inc.'s vehicle
business.  The Production Facilities serve different roles, but
all provide support for different aspects of Nissan's Tier 1
production requirements.  The LaVergne, Smyrna and Canton Plants
function as sequencing and assembly plants, while the Tuscaloosa
Plant operates as a manufacturing plant that molds instrument
panels.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, tells the Court that the Module and
Interior Business and Nissan are highly interdependent.  As
noted, two of the Production Facilities are located physically on
Nissan property.  Nissan is the Module and Interior Business'
sole customer, and the Debtors have designed and tooled the
Production Facilities so that those facilities' products conform
to the stringent specifications and requirements mandated by
Nissan's vehicle programs, she points out.

Ms. Jones notes that due to the interrelationship between the
Module and Interior Business and Nissan, Nissan's sales decline
also effects a decline in the Debtors' earnings.  As a result of
decrease in sales volume and lack of profitability, the Debtors
began to evaluate whether they can continue to support the Module
and Interior Business.  The Debtors have thereafter determined
that the M&I Business is a non-core, unprofitable operation that
should be divested.

                       Purchase Agreement

After engaging in negotiation talks, certain of the Debtors and
Haru Holdings entered into a Purchase Agreement, the salient
terms of which are:

(1) Haru Holdings will pay Visteon Corporation, GCM-Visteon
     Automotive Systems, LLC, GCM-Visteon Leasing, LLC, MIG-
     Visteon Automotive Systems, LLC, and VC Regional Assembly &
     Manufacturing, LLC, $11,022,550 for the Production
     Facilities and related equipment.

(2) Haru will also make cash payments totaling $20,000,000 over
     the course of six installments and on the condition that
     certain milestones are met.  The amount is referred to as
     the Surcharge Amount to include (i) a $10 million non-
     refundable deposit due upon entry of the Bankruptcy Sale
     Order; (ii) plus $5 million due at Closing; (iii) plus
     $1.25 million due on each of Dec. 31, 2009, Jan. 29, 2010,
     Feb. 26, 2010, and Mar. 31, 2010.

(3) Haru will also pay (i) all cure costs related to the
     assumption and assignment of certain related contracts,
     subject to an escrow from the Purchase Price; (ii) for
     certain of the Sellers' inventory and off-site tooling; and
     (iii) transition services.

(4) The Sellers will receive certain reimbursement of costs
     associated with the wind down of the Purchase Assets,
     including overhead, severance and other employee-related
     costs.

(5) Haru has agreed to offer employment to all active Visteon
     employees located at the Production Facilities.

(6) Haru will assume all obligations related to certain
     Scheduled Contracts after the Closing, and all obligations
     with respect to all accounts and notes payable due and
     payable to Haru or Nissan from the Sellers as of the
     Closing.

(7) The Purchase Price for the Assets will be the sum of (i) the
     Surcharge Amount, plus (ii) $11,022,550; plus (iii) the Off-
     Site Tooling Amount; plus (iv) the Inventory Amount, plus
     (v) the Wind Down Cost Amount; plus (vi) the Nissan
     Receivables Amount; minus (vii) the Nissan Payables Amount;
     minus (viii) the Accrued Vacation Amount.  Accrued Vacation
     Amount refers to aggregate liability for accrued vacation
     under the Sellers' Benefit Plans as of the Closing Date.

(8) The Closing Date is anticipated to be November 30, 2009.
     The Purchase Agreement will terminate if Closing has not
     occurred by January 1, 2010.

(9) The Sellers will indemnify Haru of all losses arising from
     any breach of representation of the Sellers.

               Contract Assumption & Assignment

As part of the Purchase Agreement, the parties contemplate that
the Seller will assume and assign certain executory contracts to
Haru.  Haru will have 75 days after the Closing Date to evaluate
and identify contracts and leases for the Sellers to assume and
assign to them.

The Debtors also propose uniform cure procedures for contracts
and lease identified by Haru 75 days after the Closing:

  * The Debtors will serve a Cure Notice to a Scheduled Contract
    no later than October 30, 2009, notifying the counterparty
    of the intent to assume and assign that Contract and the
    corresponding Cure Amount.

  * No later than 75 days after the Closing, the Debtors will
    serve a Cure Notice on each counterparty to a contract
    requested by the Buyer to be assumed by the Debtors.  The
    Notice will indicate the cure amount.

  * A contract counterparty seeking to assert a Cure Amount
    based on defaults under an Assumed Contract or to object to
    the potential assumption and assignment is required to file
    a written objection that sets forth (i) the cure amount that
    must be satisfied, and (ii) if the objection is based on
    adequate assurance issues.

  * A cure objection must be filed with the Court no later than
    10 calendar days from the date of service of a Cure Notice
    and served on counsel of the Debtors and Nissan.  The
    Debtors and Haru can reply to the objection two days before
    the hearing on the objection.

                   Accommodation Agreement

As a condition of the sale of the Nissan-related Assets, the
parties have agreed to enter into an Accommodation Agreement,
which essentially assures Nissan of certain protections covering
supply of ongoing subcomponents after the Closing Date.

The salient terms of the Accommodation Agreement are:

  (1) For the duration of the Accommodation Agreement, Nissan
      will (i) pay the Debtors for shipments of Nissan component
      parts on accelerated net 15-day payment terms; (ii) limit
      set-offs against accounts payable owing to the Debtors,
      which will be capped at 5% of the face amount of valid
      invoices; and (iii) pay 100% of the Debtors' actual and
      documented costs for raw materials inventory and 100% of
      the purchase order price for finished goods inventory used
      to manufacture Nissan's component parts.

  (2) In exchange, the Debtors will continue to produce and
      deliver component parts to Nissan during the term of the
      Accommodation Agreement, as well as provide assistance to
      Nissan in resourcing certain lines of production.  The
      Debtors will provide Nissan with certain intellectual
      property licenses and sublicenses related to resourced
      Nissan production lines in connection with an event of
      default.  The Debtors have also agreed to build an
      inventory bank for Nissan.

  (3) In an event of default, Nissan will have the option to
      purchase certain equipment and tooling used to produce
      Nissan component parts.

  (4) On the effective date of the Accommodation Agreement, the
      parties agree to a mutual release from all rights relating
      to 90W condenser fan motors and fan assemblies supplied to
      Visteon by the Johnson Electric Group.

The Debtors also ask the Court to approve the Accommodation
Agreement.

Full-text copies of the Asset Purchase Agreement and related
agreements are available for free at:

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

In a separate filing, the Debtors seek the Court's authority to
file under seal Exhibits B, E, and G of the Sale Motion.  The
Debtors aver that disclosure of the Exhibits would be detrimental
to their estates and their reorganization efforts.  Specifically,
the Debtors point out that the Exhibits contain certain component
pricing, program information, and employee-related information
that if revealed to their competitors, may give those competitors
an advantage in negotiating commercially advantageous terms with
Nissan, or if revealed to the Debtors' suppliers, may give those
suppliers an advantage in negotiating with the Debtors.  The
information contained in the Sealed Exhibits thus constitutes
"commercial information" and should be subject to the protections
of Section 107(b) of the Bankruptcy Code, the Debtors maintain.

                     About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: Chase Clinches 3rd Round WaMu Bank Integration
-----------------------------------------------------------------
Chase announced it has successfully upgraded products and
technology in four states to link in the final 822 former
Washington Mutual branches to the Chase computer system.  Now, all
Chase bank accounts across the country are on one computer system.

As a result, more than 25 million customers can access their
accounts at any of the more than 5,100 Chase branches and more
than 15,000 ATMs -- just 13 months after Chase purchased WaMu's
banking operations.

The conversion of 11.6 million accounts in California, Arizona,
Nevada and Colorado represents $63.6 billion in deposits.  Nearly
1.2 million loan accounts with approximately $62 billion in
balances were also converted to Chase systems.  To ensure high-
quality customer service, more than 3,800 Chase tellers and
bankers traveled from around the country to work side by side with
14,000 counterparts in the four states, supplementing 100,000
hours of training on the new software and hardware.

"Our customers all across the country now benefit from our
employees' terrific work," said Charlie Scharf, head of Retail
Financial Services at Chase, part of JPMorgan Chase & Co.  "We
created better service and convenience far faster than in
previous conversions and far faster than any other bank has
done."

The four-state conversion is the last of three retail conversions
to bring all former WaMu branches onto Chase's computer systems --
and under the Chase brand.  With this latest conversion, customers
have full access at any of 5,126 Chase branches in 23 states and
15,038 Chase ATMs in 26 states.

JPMorgan Chase acquired the banking operations of Washington
Mutual from the Federal Deposit Insurance Corporation in September
2008.

The conversion, completed over the past weekend, follows three
other major Chase conversions:

    * July's consumer banking conversion of 13.5 million
      accounts in Florida, Georgia, New York, New Jersey,
      Connecticut, Texas and Illinois

    * May's consumer banking conversion of 5.2 million accounts
      in Washington, Oregon, Idaho and Utah

    * March's conversion of 20 million credit card accounts onto
      Chase computer systems

                        About Chase

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial
services firm with assets of $2 trillion and operations in more
than 60 countries.  The firm is a leader in investment banking,
financial services for consumers, small business and commercial
banking, financial transaction processing, asset management and
private equity.  A component of the Dow Jones Industrial Average,
JPMorgan Chase & Co. serves millions of consumers in the United
States and many of the world's most prominent corporate,
institutional and government clients under its J.P. Morgan and
Chase brands.  Information about Chase is available at
http://www.chase.com/

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WASHINGTON MUTUAL: FDIC Seeks Control of $4B In Disputed Funds
--------------------------------------------------------------
Law360 reports that the Federal Deposit Insurance Corp. has asked
a bankruptcy court to modify the automatic stay for Washington
Mutual Inc. to allow the agency - the receiver for WaMu's banking
unit -- to compel JPMorgan Chase & Co. to turn over roughly
$4 billion in deposits while the three figure out to whom the
money belongs.

Washington Mutual filed a suit in March 2009 against the FDIC
before the U.S. District Court in Washington after its claim in
the bank receivership was denied.  The Debtor seeks to recover
$6.5 billion in capital contributions, $4 billion in preferred
securities and $3 billion in tax refunds.  The lawsuit contends
the FDIC sold the bank for substantially less than the assets were
worth.  The holding company believes the bank's assets were worth
more than the bank's debt.

In April 2009, JPMorgan, which acquired Washington Mutual Bank,
filed in the Bankruptcy Court a complaint against Washington
Mutual and WMI Investment Corp., and Federal Deposit Insurance
Corporation, seeking (i) to ensure that it is not divested of the
assets and interests purchased in good faith from the FDIC, as
receiver for WMB; and (ii) for indemnification and recovery
against the Debtors for certain liabilities that may be asserted
against JPMorgan, as successor by merger to WMB, pursuant to a
Purchase and Assumption Agreement dated September 25, 2008, with
the FDIC.

In mid-April 2009, Washington Mutual countered with its own
lawsuit against JPM in the Bankruptcy Court, seeking recovery of
$4 billion it was holding in deposit accounts at its bank
unit when the thrift unit was taken over in September by the
FDIC and immediately transferred to JPMorgan Chase & Co.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WIDEOPENWEST FINANCE: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including the 'B-' corporate credit rating, on Englewood,
Colorado-based cable overbuilder WideOpenWest Finance LLC.  S&P
also revised the outlook to positive from stable.

"The outlook revision reflects healthy operating and financial
performance," said Standard & Poor's credit analyst Allyn Arden,
"which has resulted in total debt to last-12-month EBITDA
declining to 6.6x as of June 30, 2009, from 8.0x in the year-ago
period, and could lead to an upgrade over the next year."


WEST CORP: Bank Debt Trades at 7.30% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 92.70 cents-on-
the-dollar during the week ended Friday, Nov. 6, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.25 percentage points
from the previous week, The Journal relates.  This bank loan
matures on July 1, 2016.  The Company pays 387 basis points above
LIBOR to borrow under the facility.  The debt carries Moody's B1
rating while it is not rated by Standard & Poor's.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Nov. 6,
among the 172 loans with five or more bids.

The Troubled Company Reporter on Oct. 9, 2009, said that Moody's
does not expect to take any immediate rating action following West
Corporation's announcement that it has filed for an initial public
offering of its common stock.  West indicated in its Form S-1
filing that it intends to use part of the net proceeds from the
offering to repay or repurchase indebtedness.

The last rating action on West Corporation was on May 8, 2007, at
which time Moody's lowered the senior secured credit facility
rating to B1 from Ba3 while affirming all other credit and
liquidity ratings.

Based in Omaha, Nebraska, West Corporation is a leading provider
of business process outsourcing services.  West has a B2 Corporate
Family Rating and a stable rating outlook.


WESTERN REFINING: Bank Debt Trades at 4.45% Off
-----------------------------------------------
Participations in a syndicated loan under which Western Refining,
Inc., is a borrower traded in the secondary market at 95.55 cents-
on-the-dollar during the week ended Friday, Nov. 6, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.70
percentage points from the previous week, The Journal relates.
The debt matures on May 31, 2014.  The Company pays 600 basis
points above LIBOR to borrow under the loan facility and it
carries Moody's B3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Nov. 6,
among the 172 loans with five or more bids.

As reported by the Troubled Company Reporter on June 5, 2009,
Standard & Poor's affirmed its ratings on Western Refining, Inc.,
including the 'B+' long- term corporate credit rating and 'BB-'
rating on the senior secured debt.  The outlook remains negative.
At the same time, S&P assigned a 'BB-' rating (one notch above the
corporate credit rating) to Western's proposed $600 million senior
secured notes due 2017.  The recovery rating on this debt is '2',
indicating expectations of a substantial recovery (70%-90%) in the
event of a default.  S&P assigned a 'B-' rating (two notches below
the corporate credit rating) on Western's proposed $100 million
convertible senior notes due 2014.  The recovery rating is '6',
indicating expectations of negligible (0%-10%) recovery of
principal in the event of default.

The TCR reported on June 4, 2009, that Moody's assigned a B3 (LGD
3; 43%) rating to Western Refining, Inc.'s pending $600 million
eight-year senior secured note offering and affirmed its existing
B3 Corporate Family Rating, B3 Probability of Default Rating, and
its B3 senior first secured Term Loan B (LGD 3; though moving the
point estimate to 43% from 46%).  The note ratings are assigned
under Moody's Loss Given Default methodology.  The SGL-3
Speculative Grade Liquidity Rating was also affirmed.  The rating
outlook remains positive.

Western Refining, headquartered in El Paso, Texas, is an
independent refining and marketing company.  Western owns and
operates a 128,000 barrel per day low complexity light sweet
refinery at El Paso, Texas, a medium sized relatively complex
coking refinery at Yorktown, Virginia, and two very small light
sweet crude oil refineries in the Four Corners region of New
Mexico.


YOUNG BROADCASTING: Plan Hearing Set In Firm's Bankruptcy
---------------------------------------------------------
Law360 reports that a bankruptcy judge agreed Thursday to let
creditors choose between the reorganization plan crafted by
debtors Young Broadcasting Inc., favored by senior lenders, and a
competing plan by the unsecured creditors committee.

As reported by the TCR on Oct. 14, 2009, Young Broadcasting's
unsecured creditors have filed a plan of reorganization
challenging the Company's plan to sell its assets to its senior
lenders for $220 million.  The Creditors Committee's plan
proposes:

   * Reinstatement of the prepetition lender claims.

   * A commitment by certain parties (under the equity commitment
     agreement) to provide an investment of $38 million of new
     equity capital in the form of new preferred stock and new
     common stock

   * Distribution of 10% of the New Common Stock to noteholders.

   * The opportunity for noteholders to participate in a rights
     offering to purchase their pro rata share of the new
     preferred stock and new common stock.

   * Distributions to holders of allowed general unsecured claims,
     except noteholders, equal to the lesser of their pro rata
     share of $1,000,000 or a one-time cash distribution equal to
     10% of the amount of their allowed claims.

   * Cancellation of existing Equity Interests.

   * Retention of key Management and creation of a new management
     and director equity incentive plan.

   * Distributions of Class B new common stock equal to 40% of the
     voting stock but only 10% of the beneficial ownership to
     Vincent Young.

A copy of the Disclosure Statement explaining the Committee's Plan
is available for free at:

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

A copy of the Committee's Plan is available for free at:

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

As reported by the TCR on Sept. 29, 2009, Young Broadcasting Inc.
and its debtor-affiliates delivered to the U.S. Bankruptcy Court
for the District of Delaware a joint Chapter 11 plan of
reorganization, wherein the reorganized Debtors will issue the
reorganized Young common stock, and distribute and deliver it to
New Young Broadcasting Holding Co. Inc., a new corporation created
for the purpose of (i) owning 100% of the reorganized Young common
stock issued under the Plan and (ii) issuing the Holdco
securities, among other things.  A full-text copy of the Debtors'
Joint Chapter 11 Plan is available for free at
http://ResearchArchives.com/t/s?45aa

                     About Young Broadcasting

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring effort.  The Debtors
selected UBS Securities LLC as consultant; Ernst & Young LLP as
accountant; Epiq Bankruptcy Solutions LLC as claims agent; and
David Pauker chief restructuring officer Andrew N. Rosenberg,
Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as
counsel to the official unsecured creditors committee.


* 2009's Bank Closings Rise to 120 as 5 Banks Shuttered Friday
--------------------------------------------------------------
Regulators closed five banks -- United Security Bank, Sparta, GA;
Gateway Bank of St. Louis, St. Louis, MO; Prosperan Bank, Oakdale,
MN; United Commercial Bank, San Francisco, CA; and Home Federal
Savings Bank, Detroit, MI. -- on November 6, raising the total
closings for this year to 120.

The Federal Deposit Insurance Corporation was appointed receiver
for the banks and entered into purchase and assumption agreements
with various banks to assume all of the deposits and certain
assets of the five banks.  The closings will cost an additional
$1.5 billion to the already depleted insurance fund of the FDIC.

Just a week ago, the FDIC closed nine banking units of FBOC
Corporation.  The closings are expected to cost the FDIC's
insurance fund a total of $358.2 million.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

                     416 Banks on Problem List

The Federal Deposit Insurance Corporation said August 27 that the
number of banks and savings institutions in its "Problem List"
increased to 416 at the end of the second quarter compared with
305 at March 31.

The 416 banks have combined assets of $299.8 billion.  The FDIC
said this is the largest number of "problem" institutions since
June 30, 1994, and the largest amount of assets on the list since
December 31, 1993.

At the end of the 2008, there were 252 banks on the Problem List.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

The Deposit Insurance Fund (DIF) decreased by $2.6 billion --
20.3% -- during the second quarter to $10.4 billion, based on
unaudited figures.

According to the FDIC, the reduction in the DIF was primarily due
to an $11.6 billion increase in loss provisions for bank failures.
Twenty-four insured institutions with combined assets of
$26.4 billion failed during the second quarter of 2009, the
largest number of quarterly failures since the fourth quarter of
1992, when 42 insured institutions failed.  For 2009 through the
end of the second quarter, 45 insured institutions with combined
assets of $35.9 billion failed at an estimated current cost to the
DIF of $10.5 billion.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number  Assets (Mil)
  ----           ------  ------------      ------  ------------
  Q2'09             416      $299,800          24        $26,400
  Q1'09             305      $220,047          21         $9,498
  2008              252      $159,405          25       $371,945
  2007               76       $22,189           3         $2,615
  2006               50        $8,265           0             $0
  2005               52        $6,607           0             $0
  2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the second
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_QBP_2Q_09.pdf

                      2009 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

                                 Loss-Share
                                 Transaction Party     FDIC Cost
                    Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
  Closed Bank       (millions)   Certain Assets       (millions)
  -----------       ----------   --------------      -----------
United Security         $157.0    Ameris Bank              $58.0
Gateway Bank             $27.7    Central Bank, Kansas      $9.2
Prosperan Bank          $199.5    Alerus Financial         $60.1
United Commercial    $11,200.0    East West Bank        $1,400.0
Home Federal Savings     $14.9    Liberty Bank             $12.8
Bank USA, N.A.     \
Calif. National    |
San Diego Nat'l    |
Pacific National   |
Park National      | $19,400.0    U.S. Bank, NA         $2,500.0
Comm. Bank Lemont  |
North Houston      |
Madisonville State |
Citizens National  /
First DuPage Bank       $279.0    First Midwest Bank       $59.0
Partners Bank            $65.5    Stonegate Bank           $28.6
American United Bank    $111.0    Ameris Bank              $44.0
Bank of Elmwood         $327.4    Tri City Nat'l          $101.4
Flagship Nat'l Bank     $190.0    First Federal            $59.0
Riverview Community     $108.0    Central Bank, Stillwater $20.0
Hillcrest Bank Florida   $83.0    Stonegate Bank           $45.0

San Joaquin Bank        $775.0    Citizens Business       $103.0
Warren Bank, Warren     $538.0    Huntington Nat'l        $275.0
Southern Colorado        $31.9    Legacy Bank, Wiley        $6.6
Jennings State Bank      $56.3    Central Bank, Stillwater $11.7
Georgian Bank         $2,000.0    First Citizens B&T      $892.0
Irwin Union FSB         $493.0    First Financial Bank }  $850.0
Irwin Union B&T       $2,700.0    First Financial Bank }
Brickwell Community      $72.0    CorTrust Bank            $22.0
Corus Bank, NA        $7,000.0    MB Fin'l              $1,700.0
Venture Bank            $970.0    First-Citizens          $298.0
First State Bank        $105.0    Sunwest Bank             $47.0
Vantus Bank             $458.0    Great Southern          $168.0
First Bank, Kansas       $16.0    Great American            $6.0
Platinum Community      $345.6    -- None --              $114.3
InBank                  $212.0    MB Financial             $66.0
Mainstreet Bank         $459.0    Central Bank             $95.0
Affinity Bank         $1,000.0    Pacific Western         $254.0
Bradford Bank           $452.0    M&T Buffalo              $97.0
First Coweta Bank       $167.0    United Bank              $48.0
Guaranty Bank        $13,000.0    BBVA Compass          $3,000.0
CapitalSouth Bank       $617.0    IBERIABANK              $151.0
ebank, Atlanta, GA      $143.0    Stearns Bank            $163.0
Colonial Bank        $25,000.0    BB&T                  $2,800.0
Union Bank, N.A.        $124.0    MidFirst                 $61.0
Community Bank Nev    $1,520.0    FDIC-Created            $781.5
Community Bank Ariz     $158.5    MidFirst Bank            $25.5
Dwelling House           $13.4    PNC Bank, N.A.            $6.8
First State Bank        $463.0    Stearns Bank, N.A.      $116.0
Community National       $97.0    Stearns Bank, N.A.