TCR_Public/091118.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 18, 2009, Vol. 13, No. 319

                            Headlines

7505 W. BRADLEY: Case Summary & 13 Largest Unsecured Creditors
ABITIBIBOWATER INC: Auctions Surplus Assets in Iroquois Falls
ABITIBIBOWATER INC: Forest Union Heads & Govt. Tackle Pensions
ABITIBIBOWATER INC: J. Weaver Resigns From Board of Directors
ADVANCED MICRO: Moody's Upgrades Corporate Family Rating to 'B2'

ADVANTA CORP: Asks Court to Limit Securities Trading
ADVANTA CORP: Can Hire Garden City Group as Claims Agent
ADVANTA CORP: Sec. 341 Meeting Set for December 17
ADVANTA CORP: Taps Richards Layton as Co-Counsel
ADVANTA CORP: Wants Schedules Filing Extended to Feb. 8

AGRIPROCESSORS INC: Chief Convicted on More than 80 Counts
AHMAD LELAND GLOVER: Case Summary & 20 Largest Unsecured Creditors
AMBRILIA BIOPHARMA: To Delay Filing of Financials Due Nov. 13
AMELIA ISLAND: Files for Bankruptcy to Restructure Debt
AMERICAN AXLE: Pyramis Global, FMR Disclose 1.234% Stake

AMERICAN INT'L: Fed Failed to Use Leverage Over Banks, Audit Says
AMSCAN HOLDINGS: Posts $3,155,000 Net Income for Sept. 30 Qtr
APPALACHIAN OIL: Plan Outline Hearing Continued to Feb. 26
ARVINMERITOR INC: Posts $1.21 Billion Net Loss for FY2009
ARVINMERITOR INC: Reinstates Original Salary Levels to Execs

ASARCO LLC: Judge Hanen's Ruling in Favor of Group Plan
ASARCO LLC: Gets Nod to Sell Trenton Site, Settle With NJDEP
ASARCO LLC: USW Criticizes Decision to Confirm Grupo Mexico Plan
BANKUNITED FINANCIAL: No New D&O Insurance Policy
AUTOBACS STRAUSS: Plan Exclusivity Extended Until Dec. 1

BANKRUPTCY MANAGEMENT: Moody's Junks Corporate Family Rating
BEAZER HOMES: May Issue Up to $750,000,000 in Securities
BERRY PETROLEUM: S&P Raises Rating on Unsecured Debt to 'B+'
BILL HEARD: Reaches Settlement with General Motors
BLOCKBUSTER INC: Files Form 10-Q for Qtr. Ended Oct. 4

BUILDING MATERIAL: Files Transition Plan for Mgt. and Board
CABLEVISION SYSTEMS: CSC Converts to Limited Liability Company
CAMP COOLEY: Sec. 341 Meeting Set for December 22
CAMP COOLEY: Taps Langley & Banack as Bankruptcy Counsel
CATHOLIC CHURCH: Del. Diocese Settles With Abuse Claimant

CATHOLIC CHURCH: Wilmington Proposes TRG as Financial Advisor
CATHOLIC CHURCH: Wilmington Proposes Young Conaway as Counsel
CERUS CORP: Posts $5.6 Million Net Loss in Q3 2009
CHAMPION HOME: Chapter 11 Filing Cues Moody's Rating Cue to 'D'
CHAMPION ENTERPRISES: Obtains Interim Approval of $40MM DIP Loan

CHAMPION ENTERPRISES: S&P Cuts Ratings on $180 Mil. Notes to 'D'
CIT GROUP: Delays Quarterly Report; Sees $1.1-Bil. Q3 Net Loss
CITIGROUP INC: Has Strong Capital Base & Liquidity, Says Chairman
CITIGROUP INC: To Issue 2 Series of Notes; Files Docs with SEC
COACHWORKS HOLDINGS: Former Employee Gets Relief From Stay

COHARIE HOG: Seeks Access to Cash Collateral, $1.5MM Credit
COMPUTER SYSTEMS: Files in Ohio After Receivership
CONEXANT SYSTEMS: Gives $100,000 Retention Award to Chittipeddi
CONEXANT SYSTEMS: Has Deal to Swap $1.7MM in Bond Debt for Equity
CONTINENTAL AIRLINES: Laurence Simmons Joins Board of Directors

CONTINENTAL AIRLINES: Has Deal to Issue $644MM in Equipment Notes
COSINE COMMUNICATIONS: Posts $139,000 net Loss in Q3 2009
COYOTES HOCKEY: NHL & Glendale Work Out New Lease Deal
CRESCENT BANKING: Defers Payments on Trust Preferred Shares
CRUCIBLE MATERIALS: Wants Feb. 1 Plan Deadline, Has Initial Draft

CRUCIBLE MATERIALS: Terms of Settlement with Steelworkers Union
DECODE GENETICS: Files Chapter 11 to Sell Business
DESERT CENTER RV: Voluntary Chapter 11 Case Summary
DEX MEDIA INC: Reports Net Income of $3.7 Million in Q3 2009
DEX MEDIA WEST: Reports Net Income of $4.9 Million in Q3 2009

DONALD KELLAND: Voluntary Chapter 11 Case Summary
DOWNEY CREATIONS: Court Orders Liquidation of Inventory
EASTON-BELL SPORTS: Moody's Rates $325 Mil. Secured Notes at'B3'
ENDEAVOUR INT'L: To Redeem Portion of Convertible Preferred Stock
ENERGY FUTURE: Moody's Upgrades Prob. Of Default Rating to 'Caa2'

FAIRPOINT COMMS: U.S. Trustee Names 5 to Creditors Committee
FAIRPOINT COMMS: Sec. 341 Meeting Scheduled for Nov. 30
FAIRPOINT COMMS: Won't File Plan Before November 23
FJN PROPERTIES: Voluntary Chapter 11 Case Summary
FLEXTRONICS INTERNATIONAL: Moody's Holds 'Ba1' Corp. Family Rating

FONTAINEBLEAU LV: Case Conversion Hearing Moved to December 15
FONTAINEBLEAU LV: Chapter 11 Cases Stay in South Florida
FONTAINEBLEAU LV: Contractors, Lienholders Appeal Examiner Order
FORD MOTOR: Reports $997 Million Net Income in 2009 Third Quarter
GENERAL MOTORS: Edmunds.com Evaluates Post-Bankruptcy Performance

GENERAL MOTORS: New GM Records $1 Bil. Loss for First 83 Days
GENERAL MOTORS: Reaches Settlement With Bill Heard
GENERAL MOTORS: Court OKs Evercore Group as Investment Banker
GENERAL MOTORS: Wants 23 Sec. 503(b)(9) Claims Expunged
GENERAL MOTORS: S&P Withdraws 'D' Rating on Pre-Bankruptcy Debt

GRAPHIC ARTS: To Liquidate Assets Under Chapter 11 Bankruptcy
GREDE FOUNDRIES: Commences Preferential Transfer Actions
HAYES LEMMERZ: Now Negotiating $150 Million Exit Loan
HEALTHSOUTH CORP: Moody's Puts Caa1 Rating on $290MM Notes
HEALTHSOUTH CORP: S&P Assigns 'CCC+' Rating on $290 Mil. Notes

HIGH ROCK HOLDING: Sec. 341 Meeting Set for December 14
HOUSING ASSET: Chapter 11 Case Summary & Unsecured Creditor
IMAGE ENTERTAINMENT: Amends Convertible Note to Move Payment Date
ION MEDIA: Cyrus Capital Beefs Up $250MM Financing Offer
JAZZ PHARMACEUTICALS: Posts $1.7 Million Net Loss in Q3 2009

JEFFERSON COUNTY: Sues JPMorgan over Debt Deals
JIM WAHLIE: No Reasonable Likelihood of Rehabilitation
JOSEPH CELLA: Case Summary & 10 Largest Unsecured Creditors
JULES SCHUBOT: To Liquidate Assets Under Chapter 11
KENDALL KEITH RICHARDS: Case Summary & 20 Largest Unsec. Creditors

KOPPERS INC: Moody's Assigns 'B1' Rating on $300 Mil. Notes
KOPPERS INC: S&P Assigns 'B' Rating on $300 Mil. Senior Notes
LANDAMERICA FINANCIAL: U.S. Trustee Objects to Ch. 11 Plan
LANDRY'S RESTAURANTS: Unveils $642 Million Debt Refinancing
LAS VEGAS SANDS: Posts $80.6 Million Net Loss in Q3 2009

LEHMAN BROTHERS: Sues Barclays for $14-Bil. on Windfall from Sale
LEO LAFORGIA: Case Summary & 13 Largest Unsecured Creditors
LIBERTY PROPERTY HOLDINGS: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: U.S. Trustee Protests Fee Requests
MAGNA ENTERTAINMENT: KEIP Objection Filed by U.S. Trustee

MAGUIRE PROPERTIES: Balyasny Discloses 5.35% Equity Stake
MAJESTIC HOLDCO: Notice of Default Cues Moody's Rating Cut to 'D'
MAMMOTH SAN JUAN: Disclosure Statement Hearing Set for January 6
MARCELO GOMEZ BONDOC: Voluntary Chapter 11 Case Summary
MASHANTUCKET PEQUOT: Misses Foxwoods Interest Payment

MASHANTUCKET WESTERN: Moody's Withdraws 'Caa2' Corp. Family Rating
MASHANTUCKET WESTERN: S&P Downgrades Issuer Credit Rating to 'D'
MBD INC: Court Continues Plan Confirmation Hearing on November 23
MMOC PRODUCTIONS: Case Summary & 8 Largest Unsecured Creditors
MPM TECHNOLOGIES: Delays Form 10-Q Report for Sept. 30 Qtr

MYRIAM PROJECT: Case Summary & 8 Largest Unsecured Creditors
NEENAH FOUNDRY: Has Forbearance Agreement with Bank of America
NOVASTAR FINANCIAL: Posts $18,015,000 Net Loss for Sept. 30 Qtr
NUTRACEA: Obtains Court Approval for DIP Financing
OMNI ENERGY: Secures Senior Credit Facility Amendment

OPTI CANADA: Moody's Downgrades Corporate Family Rating to 'Caa3'
OPTI CANADA: S&P Assigns 'B+' Rating on US$245 Mil. Senior Notes
OSAGE EXPLORATION: Posts $240,600 Net Loss in Q3 2009
PPA HOLDINGS: Court Establishes January 15 as Claims Bar Date
PPA HOLDINGS: Court OKs Access to Universal Bank Cash Collateral

POPE & TALBOT: Files Avoidance Suit vs. 170+ Defendants
RADIAN GROUP: To Purchase Securities Issued by 3 Custodial Trusts
RADLAX GATEWAY: Bomel Wants Ch. 11 Case Transferred to California
R.H. DONNELLEY: Wolf Haldenstein & Herz LLP Commences Class Action
ROSALINDA MALLARI: Voluntary Chapter 11 Case Summary

SALEM COMMUNICATIONS: Refinancing Cues Moody's 'B3' Rating Review
SALEM COMMUNICATIONS: S&P Shifts Watch on B- Rating to Developing
SALON MEDIA: Posts $1.08-Mil. Net Loss in FY2010 Second Quarter
SELECT COMFORT: Enters Into New Credit Agreement with Lenders
SEMGROUP ENERGY: Reports $2.9 Mil. Net Loss for Sept. 30 Quarter

SIMMONS CO: S&P Changes Corporate Credit Rating to 'D' From 'SD'
SKY HOPPER INVESTMENT: Case Summary & 4 Largest Unsec. Creditors
SLM CORP: S&P Confirms 'Ba1' Rating; Assigns Negative Outlook
SMURFIT-STONE: Proposes Settlement Agreement With CIT Group
SMURFIT-STONE: Proposes Settlement With BHS Corrugated

SMURFIT-STONE: Objects to i2i Suit to Bar Disclosure
SMURFIT-STONE: Reports Consolidated Profit of $68MM for Q3
SPANSION INC: Euler Hermes Buys $120,604 Claims
SPANSION INC: Noteholders Seek Status Conference on Plan
SPANSION INC: To Take Deposition on GE & Spansion Japan

SPORT CHALET: Posts $1.2 Mil. Net Loss for Fiscal 2010 2nd Qtr
SRIRANGARAJAH THURAISINGHAM: Case Summary & Top Unsec. Creditors
STALLION OILFIELD: U.S. Trustee Bucks at Miller Buckfire Fees
STALLION OILFIELD: Court Sets Jan. 15, 2010 as Claims Bar Date
STANDARD FORWARDING: Has Contract to Sell Business

STAR BULK: Gets Consent From Lenders to Declare Dividend
STARTRANS INC: Sets Dec. 15 Hearing on Disclosure Statement
SUNESIS PHARMACEUTICALS: Alta BioPharma Discloses 28.46% Stake
SUNESIS PHARMACEUTICALS: Bay City Discloses 36.8% Stake
SUNESIS PHARMACEUTICALS: Reports $4,949,074 Net Loss for Q3 2009

SUNESIS PHARMACEUTICALS: Vision Capital Discloses 5.5% Stake
SUNESIS PHARMACEUTICALS: Warburg Pincus Unloads Portion of Stake
SUNRISE SENIOR: Provides Update on Sale of 21-Community Portfolio
TENET HEALTHCARE: Swings to $1 Million Net Loss for Sept. 30 Qtr
TEXAS PETROCHEMICALS: Moody's Affirms 'B1' Corporate Family Rating

TOUSA INC: Citicorp, et al., Appeal Fraud Transfer Ruling
TOUSA INC: Has Access to Cash Collateral Through January 31
TOUSA INC: Lenders Ordered Fees Disgorged to Estates
TOUSA INC: Transeastern Lenders Given Some Slack on Bonds
TRIAD GUARANTY: Receives Non-Compliance Notice From NASDAQ

TRIBUNE CO: LA Times to Assume Diablo Lease
TRIBUNE CO: Proposes Settlement With Michael Gutman Estate
TRIBUNE CO: Wants to Reject Service Agreement With Kenexa
TRONOX INC: Equity Panel Offers to Refinance DIP Facility
TRONOX INC: Huntsman's Anti-Trust Waiting Period Expires

TRONOX INC: U.S. Govt. Raises Red Flag on Equity Committee Plan
TROPICANA ENT: Aztar License Not in Indiana Gaming's Nov. Agenda
TROPICANA ENT: Expands Scope of E&Y Work for 2nd Time
TROPICANA ENT: Hires Union Gaming to Undertake Market Analysis
TRW AUTOMOTIVE: Fitch Upgrades Issuer Default Rating to 'B'

TRW AUTOMOTIVE: S&P Gives Positive Outlook; Affirms 'B' Rating
TXCO RESOURCES: Court to Consider Plan Outlines on Dec. 16
UAL CORP: To Issue $810.3MM in 2009-2 Pass Through Certificates
UAL CORP: Moody's Assigns 'Ba1' Rating on $698 Mil. Notes
UNIVERSAL CORPORATION: Moody's Puts 'Ba2' Rating on Notes Offering

US FARMS: Appoints COO Richard Hogan to Board of Directors
USA COMMERCIAL: Trust Seeks Sanctions On Contractor
VERMILLION: Lender Quest Diagnostic Plans to Acquire Assets
VIKING SYSTEMS: Posts $195,877 Net Loss in Q3 2009
VINEYARD NATIONAL: Plan in the Works; Panel May Sue D&Os

VINEYARD NATIONAL: Unable to File Sept. 2009 Quarterly Report
VISTEON CORP: Gets Nod for $150 Mil. of DIP Financing
VISTEON CORP: Gets Court Nod for Cash Use Through Dec. 10
VISTEON CORP: Gets Nod to Sell Nissan-Related Assets to HARU
VONAGE HOLDINGS: Settles Probe by Attorneys General in 32 States

WESCO AIRCRAFT: Moody's Upgrades Corporate Family Rating to 'B1'
WHITE BIRCH: Moody's Downgrades Corporate Family Rating to 'Ca'
WHITE ENERGY: Restarts Production at Ethanol Plant
WILKES BASHFORD: U.S. Trustee Appoints 5-Member Creditors Panel
W.R. GRACE: Court Sets Proffer of Closing Arguments for Jan. 4 & 5

W.R. GRACE: Gets Nod to Sell 5% of Advanced Refining Business
W.R. GRACE: Plan Proponents File Phase II Post-Trial Brief

* Corporate Bankruptcy Filings Slow with Thaw in Lending
* Mortgage Litigation Activity Tumbles
* Taxpayers on Hook as Some Bailed-out Firms Prove Frail

* Adam Gale Joins Chadbourne Corporate Group
* Battle Group Welcomes Dr. Gregory M. Duncan in Practice

* King & Spalding Nabs Troutman Bankruptcy Partner
* True Partners Consulting Achieves New Global Expansion
* Zolfo Cooper Expands to Include Financial Investigation

* Upcoming Meetings, Conferences and Seminars

                            *********

7505 W. BRADLEY: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 7505 W. Bradley Road, LLC
        3287 N. Shepard Avenue
        Milwaukee, WI 53211

Bankruptcy Case No.: 09-36462

Chapter 11 Petition Date: November 16, 2009

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Jonathan V. Goodman, Esq.
                  135 West Wells Street, Suite 340
                  Milwaukee, WI 53203
                  Tel: (414) 276-6760
                  Email: jgoodman@ameritech.net

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

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

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

            http://bankrupt.com/misc/wieb09-36462.pdf

The petition was signed by Lidia Kolchinsky, member of the
Company.


ABITIBIBOWATER INC: Auctions Surplus Assets in Iroquois Falls
-------------------------------------------------------------
AbitibiBowater held an unreserved public auction for its surplus
equipment and buildings from its woodlands operations in Iroquois
Falls, Ontario, according to The Canadian Press.  The auction was
conducted by Ritchie Bros. Auctioneers.

The restructuring of Iroquois Falls woodlands resulted in
harvesting operations being transferred the Company's
contractors, according to the report.

AbitibiBowater told the newspaper that it is selling "a small
amount of logging equipment, buildings and miscellaneous supplies
and parts surplus to our needs."  The Surplus Assets include
wheel loaders, crawler tractors, skidders, log trailers and
forklifts.

Company spokesman Jean-Philippe Cote clarified that the Sale will
have no impact of the Company's mill or its overall woodlands
activities, The Canadian Press added.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Forest Union Heads & Govt. Tackle Pensions
--------------------------------------------------------------
Leaders of Canada's largest forestry union and senior officials
of Canada's largest forest company, AbitibiBowater, were
scheduled to meet November 2, 2009, with Ontario Forest Minister
Mike Gravelle and finance department officials to discuss
protecting the pensions of thousands of workers.

The delegation, which includes CEP President Dave Coles,
Secretary-Treasurer Gaetan Menard, and Ontario Administrative
Vice-President Kim Ginter, is proposing a trust for existing
pensioners with government guarantees and regulation changes that
would allow current pension benefits to continue.  The proposal,
when presented to Quebec Labour Minister Sam Hamad during the
last week of October 2009, was met with positive reaction.

The union has also requested a meeting with Federal Finance
Minister Jim Flaherty.

The union will hold information meetings for pensioners, over the
next couple of weeks, at dozens of communities in Ontario, Quebec
and Atlantic Canada.

"The union/company proposal provides employees with a guarantee
of retirement income, and peace of mind during difficult economic
times," says CEP President Dave Coles.  "Without it,
AbitibiBowater will not have a future in this country.  This is a
solution that allows governments to solve part of a growing
social and economic problem without any cash infusion."

Labour negotiations with AbitibiBowater were suspended in late
October until the union secures a commitment from governments to
help with the pension and restructuring issues.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: J. Weaver Resigns From Board of Directors
-------------------------------------------------------------
AbitibiBowater announced the resignation, for personal reasons, of
John W. Weaver from the Company's Board of Directors.  This
departure was formally accepted and took effect on October 31,
2009.

"John was a driving force behind the creation of AbitibiBowater
and he has continued to support the organization as it progresses
through its current restructuring," commented David J. Paterson,
President and Chief Executive Officer.  "On behalf of
AbitibiBowater, I would like to thank John for his contributions
and dedication.  I wish him all the best as he moves forward in
his professional and personal life."

As announced on January 22, 2009, Mr. Weaver continued to serve as
director on the Company's Board in order to permit an orderly
transition following his retirement as non-Executive Chairman of
AbitibiBowater on February 1, 2009.

Mr. Weaver is the former Executive Chairman of AbitibiBowater.  He
served as President and Chief Executive Officer of Abitibi-
Consolidated Inc., from 1999 to October 2007.  During his more
than 30 years of experience in the forest products industry, Mr.
Weaver held a number of senior executive positions in operations
and sales prior to being appointed President and Chief Executive
Officer of Abitibi-Consolidated.

                     About AbitibiBowater Inc.

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

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

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

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

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


ADVANCED MICRO: Moody's Upgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service upgraded Advanced Micro Devices'
corporate family rating to B2 from B3.  At the same time, the
rating on the company's $390 million senior note due 2012 was
revised to B2 (LGD4, 52%) from Caa1.  The outlook is positive.

The upgrade was prompted by the company's Nov. 12, 2009 legal
settlement with Intel that will provide a significant boost to
AMD's liquidity, allow the company to delever its currently over
levered capital structure, and operate its asset smart business
model in a more effective manner without the burdens of
significant capital expenditure requirements.

The positive rating outlook reflects Moody's expectations that the
company's operating performance will continue to improve.  While
Global Foundries (AMD's manufacturing arm that was spun off by AMD
in March 2009), and indirectly AMD, is still subject to the
challenges of consistently advancing manufacturing process nodes
and bringing competitive designs to market, AMD is now better
positioned to achieve more consistent and stronger levels of free
cash flow going forward.  To the extent that AMD can demonstrate
improved operating performance over the next 12 to 18 months,
along with an effective product and technology roadmap while
maintaining a liquid balance sheet, the ratings could experience
upwards pressure over time.

We anticipate that AMD will use its $1.5 billion of existing cash
balances along with the pending $1.25 billion cash proceeds from
Intel to pro-actively reduce debt, which includes about
$1.9 billion that is due in 2012.

Under the settlement agreement, Intel will pay $1.25 billion to
AMD within thirty days.  The agreement also no longer requires the
currently loss making manufacturing arm, GF, to be structured as a
subsidiary of AMD.  This paves the way for AMD to accelerate its
asset smart strategy as a fabless firm, thereby significantly
lowering capital expenditure requirements that, in addition to
periodic product design challenges, have previously hampered AMD's
ability to consistently compete with Intel.  Additional key terms
of the agreement for AMD include a five-year cross-licensing
agreement that gives the companies royalty free access to each
other's chip technology and the ability of AMD to use multiple
foundries to produce its chips.

Ratings upgraded include:

  -- Corporate family rating to B2 from B3;

  -- Probability-of-default rating to B2 from B3;

  -- $390 million senior unsecured notes due August 2012 to B2
     (LGD4, 52%) from Caa1.

The last rating action for AMD was on February 19, 2009, when
Moody's affirmed the company's B3 corporate family rating and
negative outlook following the company's announcement that it had
completed a manufacturing joint venture between AMD and Mubadala
Development Corporation.

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

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, is the world's second largest designer and
manufacturer of microprocessors and also a leader in graphics
processors.  With an approximate 20% unit share of the
microprocessor market, AMD generated $4.9 billion of revenues for
the twelve months ended September 2009.


ADVANTA CORP: Asks Court to Limit Securities Trading
----------------------------------------------------
Advanta Corp. has asked the United States Bankruptcy Court for the
District of Delaware for an order restricting (i) certain
transfers of interest in the Company's Class A Preferred Stock,
Class A Common Stock (trading symbol: ADVNA), and Class B Common
Stock (trading symbol: ADVNB), and (ii) certain transfers of
claims against the Company.

The request is intended to prevent certain transfers of the
Company's equity securities and certain transfers of claims
against the Company that could result in the loss of the tax
benefit of the Company's net operating loss carryover.

On November 10, 2008, the Company requested relief on an interim
basis with respect to the restrictions on transfers of the
Company's equity and the Bankruptcy Court entered an order on an
interim basis granting that portion of the Motion relating to
equity transfers and reserved ruling on that portion of the Motion
relating to transfers of claims until a final hearing.  All
procedures reflected in the interim order and relating to equity
transfers currently apply and must be complied with.

A final hearing on the Motion is scheduled for December 4, 2009,
at 11:00 a.m. before The Honorable Kevin J. Carey at the
Bankruptcy Court, 824 Market Street, 5th Floor, Wilmington,
Delaware 19801.  If the requested final relief is granted, any
acquisition, disposition, or other transfer of equity or claims in
violation of the restrictions set forth in the proposed order on
or after November 8, 2009, will be null and void ab initio as an
act in violation of the automatic stay under sections 105(a) and
362 of the United States Bankruptcy Code.

The Motion applies to "Substantial Equityholders," being persons
who are, or as a result of a transaction would become, the
beneficial owner of 4.75% of the outstanding shares of either the
Company's Class A Preferred Stock, Class A Common Stock, or Class
B Common Stock.  It also applies to "Substantial Claimsholders,"
as such term relates to the restrictions proposed to be put into
place vis-a-vis claims transfers.

                     About Advanta Corp.

About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897 in assets against
total liabilities of $2,465,936 but the figures included those of
the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled7 $331,000,000 as of
Sept. 30, 2009.


ADVANTA CORP: Can Hire Garden City Group as Claims Agent
--------------------------------------------------------
Advanta Corp., et al., have sought and obtained permission from
Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware to hire The Garden City Group, Inc., as claims and
noticing agent.

The Debtors have thousands of creditors and other parties-in-
interest in their Chapter 11 cases.  The distribution of notices
and the processing of claims will be unduly burdensome on the
Clerk's Office.

GCG will, among other things:

     (a) notify creditors of the setting of the first meeting of
         creditors pursuant to section 341(a) of the Bankruptcy
         Code;

     (b) assist with and maintain an official copy of the Debtors'
         schedules of assets and liabilities and statements of
         financial affairs, listing the Debtors' known creditors
         and the amounts owed;

     (c) notifying potential creditors of the existence and amount
         of their respective claims as set forth in the Schedules;

     (d) recording all transfers of claims and providing any
         notices of the transfers; and

     (e) assisting with the solicitation and the calculation of
         votes and the distribution as required in furtherance of
         confirmation of plan(s) of reorganization.

Payments to GCG for its services are to be based upon the
submission to the Debtors by GCG of a billing statement, which
includes a detailed listing of services and expenses, at the end
of each calendar month.  A copy of the GCG Agreement, containing
compensation to GCG for its services, is available for free at:

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

Jeffrey S. Stein, Vice President of Business Reorganizations at
GCG, assures the Court that GCG doesn't have interests adverse to
the interest of the Debtors' estates or of any class of creditors
and equity security holders.  Mr. Stein maintains that GCG is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                     About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897 in assets against
total liabilities of $2,465,936 but the figures included those of
the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled7 $331,000,000 as of
Sept. 30, 2009.


ADVANTA CORP: Sec. 341 Meeting Set for December 17
--------------------------------------------------
Roberta Deangelis, the Acting U.S. Trustee for Region 3, will
convene a meeting of Advanta Corp.'s creditors on December 17,
2009, at 1:00 p.m. at J. Caleb Boggs Federal Building, 2nd Floor,
Room 2112, in Wilmington, Delaware.

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.
7
                     About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897 in assets against
total liabilities of $2,465,936 but the figures included those of
the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled7 $331,000,000 as of
Sept. 30, 2009.


ADVANTA CORP: Taps Richards Layton as Co-Counsel
------------------------------------------------
Advanta Corp. and its units ask for permission for the U.S.
Bankruptcy Court for the District of Delaware to employ Richards,
Layton & Finger, P.A., as bankruptcy co-counsel, nunc pro tunc to
November 8, 2009.

RL&F will, among other things:

     a. 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;

     b. prepare on behalf of the Debtors all necessary motions,
        applications, answers, orders, reports and papers in
        connection with the administration of the Debtors'
        estates;

     c. attend meetings and negotiations with representatives of
        creditors, equity holders or prospective investors or
        acquirers and other parties-in-interest; and

     d. pursue approval of confirmation plan of reorganization and
        approval of the corresponding solicitation procedures and
        disclosure statement.

Mark D. Collins, a director of RL&F, said that the firm will be
paid based on the hourly rates of its professionals:

       Professional                           Rate
       ------------                           ----
       Mark D. Collins                        $675
       Paul N. Heath                          $525
       Chun I. Jang                           $300
       Julie Finocchiaro                      $245
       Jamie Schairer                         $195

Mr. Collins assures the Court that RL&F doesn't have interests
adverse to the interest of the Debtors' estates or of any class of
creditors and equity security holders.  Mr. Collins maintains that
RL&F is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

The Debtors are also seeking to employ Weil, Gotshal & Manges LLP
as co-counsel.  Due to the extensive legal services that will be
necessary during the Chapter 11 Cases, the Debtors submit that it
is also essential for them to employ RL&F as co-counsel.  The
Debtors say that Weil Gotshal and RL&F have discussed a division
of responsibilities regarding representation of the Debtors and
will make every effort to avoid or minimize duplication of
services.

                     About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897 in assets against
total liabilities of $2,465,936 but the figures included those of
the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled7 $331,000,000 as of
Sept. 30, 2009.


ADVANTA CORP: Wants Schedules Filing Extended to Feb. 8
-------------------------------------------------------
Advanta Corp and its units seek permission from the U.S.
Bankruptcy Court for the District of Delaware to move the deadline
for the filing of their schedules and statements of financial
affairs by 60 days to February 8, 2010.

The Debtors say that they have approximately 10,000 creditors.
The conduct and operation of the Debtors' business operations
require that the Debtors maintain voluminous books and records and
complex accounting systems.  Given the size and complexity of the
Debtors' business operations, the number of creditors, and the
fact that certain prepetition invoices haven't yet been received,
the Debtors were unable to compile all of the information required
to complete the Schedules and Statements prior to the Commencement
Date.  The Debtors, given the numerous critical operational
matters that the Debtors' accounting staff must address in the
early days of their bankruptcy cases, won't be in a position to
complete the Schedules and Statements within the 30-day period
from the Commencement Date.

A hearing on the Debtors' request for schedules filing extension
is set for December 4, 2009, at 11:00 a.m.

                     About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897 in assets against
total liabilities of $2,465,936 but the figures included those of
the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled7 $331,000,000 as of
Sept. 30, 2009.


AGRIPROCESSORS INC: Chief Convicted on More than 80 Counts
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Sholom Rubashkin, the
former chief executive of kosher meat producer Agriprocessors
Inc., was found guilty on more than 80 counts by a federal jury in
Iowa.  Convictions included counts for harboring undocumented
aliens and creating false accounts receivable.  He was acquitted
on five counts.

Agriprocessors Inc.'s reorganization case has been converted to
liquidation under Chapter 7, at the consent of the Chapter 11
trustee appointed to take over the estate.  The Chapter 11 trustee
will now serve as trustee in the Chapter 7 case to liquidate the
Debtor's remaining assets and provide distributions to creditors,
Bill Rochelle at Bloomberg News said.

As reported by the TCR on July 27, 2009, the U.S. Bankruptcy Court
for the Northern District of Iowa, in Dubuque, approved the sale
by Joe Sarachek, the court-appointed trustee, of most of the
assets of Agriprocessors in exchange for $8.5 million in secured
debt.  The buyer purchased the two primary secured claims totaling
over $26 million.

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


AHMAD LELAND GLOVER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Ahmad Leland Glover, Sr.
               Dani'el Nekia Glover
                 fka Dani'el N Henry
               204 Salisbury Ct
               Smithfield, VA 23430

Bankruptcy Case No.: 09-74787

Chapter 11 Petition Date: November 16, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Karen M. Crowley, Esq.
                  Crowley, Liberatore, & Ryan, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  Email: kcrowley@clrfirm.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/vaeb09-74787.pdf

The petition was signed by the Joint Debtors.


AMBRILIA BIOPHARMA: To Delay Filing of Financials Due Nov. 13
-------------------------------------------------------------
Ambrilia Biopharma Inc. on November 16 announced that, as
anticipated, the filing of its interim financial statements,
management's discussion and analysis and related CEO and CFO
certifications for the third quarter ended on September 30, 2009,
has been delayed beyond the filing deadline of November 13, 2009.
As a result of Ambrilia's ongoing review process while under the
Companies' Creditors Arrangement Act protection, there is a high
degree of measurement uncertainty with respect to the appropriate
carrying value of certain of Ambrilia's assets on its balance
sheet and as a result Ambrilia is unable to prepare its Interim
Filings.

On August 11, 2009, Ambrilia had previously announced that the
filing of its interim financial statements, management's
discussion and analysis and related CEO and CFO certifications for
the second quarter ended on June 30, 2009, was being delayed
beyond the filing deadline of August 14, 2009 for similar reasons.

Ambrilia reports that since its default announcement on August 11,
2009, there have not been any material changes to the information
contained therein; nor any failure by Ambrilia to fulfill its
intentions as stated therein with respect to satisfying the
provisions of the alternative information guidelines, and there
have been no additional defaults subsequent to such announcement.
Further, there have been no additional material changes respecting
Ambrilia and its affairs since its last bi-weekly Default Status
Report dated November 3, 2009.  Ambrilia intends to file, if
required, its next Default Status Report by November 30, 2009.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the CCAA.

                      About Ambrilia Biopharma

Ambrilia Biopharma Inc. (CA:AMB) -- http://www.ambrilia.com/-- is
a biotechnology company focused on the discovery and development
of novel treatments for viral diseases and cancer.  Ambrilia's
head office, research and development and manufacturing facilities
are located in Montreal.


AMELIA ISLAND: Files for Bankruptcy to Restructure Debt
-------------------------------------------------------
News4Jax.com reports that Amelia Island Plantation filed for
bankruptcy under Chapter 11 to allow the company financing and
financial expertise as it restructure its debt.

The Company has come to terms with a new investor group, Red Maple
Investors, LLC, to help ensure the future of the 1,350-acre
resort, Michael Parnell at News-Leader says.

Amelia Island Plantation -- http://www.aipfl.com/-- operates an
island resort in Amelia Island, Florida.


AMERICAN AXLE: Pyramis Global, FMR Disclose 1.234% Stake
--------------------------------------------------------
Pyramis Global Advisors Trust Company, in Smithfield, Rhode
Island, an indirect wholly owned subsidiary of FMR LLC and a bank
as defined in Section 3(a)(6) of the Securities Exchange Act of
1934, is the beneficial owner of 683,550 shares or 1.234% of the
outstanding Common Stock of the American Axle & Manufacturing
Holdings Inc. as a result of its serving as investment manager of
institutional accounts owning such shares.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), AAM also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, South Korea, Thailand and the United Kingdom.

                           *     *     *

As reported by the Troubled Company Reporter on September 24,
2009, Moody's Investors Service raised Axle's Corporate Family
Rating to Caa3 from Ca, and raised the rating on Axle's secured
guaranteed term loan to B3 from Caa2.  Moody's affirmed the
company's Probability of Default Rating at Caa3, and affirmed the
ratings on the unsecured guaranteed notes and the unsecured
convertible notes at Ca.  The Speculative Grade Liquidity Rating
is SGL-4.  The outlook is changed to stable from negative.

The TCR also said Standard & Poor's Ratings Services revised its
outlook on Axle to developing from negative and affirmed its
'CCC+' corporate credit rating and other ratings.


AMERICAN INT'L: Fed Failed to Use Leverage Over Banks, Audit Says
-----------------------------------------------------------------
The Wall Street Journal's Serena Ng and Carrick Mollenkamp report
that a government audit conducted by the special inspector general
for the Troubled Asset Relief Program revealed that the Federal
Reserve Bank of New York caved into demands by American
International Group Inc.'s trading partners that they be paid in
full for complex securities they had insured with the company,
saving some of the world's biggest banks from billions in losses.

The Journal relates that the audit faulted the Federal Reserve
Bank of New York for failing to use its leverage as the regulator
of some of these banks to get them to accept lower prices for more
than $60 billion in credit market bets, which were tied to souring
mortgage-linked securities that had fallen in value.  According to
the Journal, the banks that were paid off in full included Goldman
Sachs Group Inc., Merrill Lynch and large French banks Societe
Generale and Calyon, which were represented by the French bank
regulator in negotiations with the New York Fed last November.

According to the Journal, the New York Fed, in a letter
accompanying the audit report, said it "acted appropriately" in
its dealings with AIG's counterparties.  The Fed said it could not
use its leverage as a regulator because it was acting on behalf of
AIG.

"The audit provides a window into a bailout effort that has been
shrouded by a lack of disclosure and questions over why the U.S.
government in effect funneled tens of billions of dollars to the
U.S. and European banks that were AIG's trading partners," Ms. Ng
and Mr. Mollenkamp say.

"The audit found that AIG's trading partners played hardball with
the government and refused to agree to any discounted trades with
the New York Fed and AIG.  The financial firms claimed they
contractually were due the full value of the securities and that
they had a fiduciary duty to their shareholders.  They also had
another ace to play: Since the government already had shown its
hand and made clear it wouldn't allow AIG to go bankrupt, the
trading partners 'had a reasonable expectation that AIG would not
default on any further obligations,'" Ms. Ng and Mr. Mollenkamp
say.

The Journal relates a Treasury spokesman said the report
"overlooks the central lesson learned from the unprecedented steps
taken to support AIG . . . that the federal government needs
better tools to deal with the impending failure of a large
institution in extraordinary circumstances."

The Journal notes that in November 2008, less than two months
after the New York Fed first bailed out AIG with an $85 billion
credit line, the insurer was still bleeding cash to meet calls for
collateral from its trading partners.  To halt the cash outflow,
the government revamped the bailout package and created a company
called Maiden Lane III, which bought complex mortgage-linked
securities from U.S. and European banks to cancel insurance
contracts that were forcing AIG to post collateral.  The banks
were effectively paid par, or 100 cents on the dollar, for those
securities, which had declined significantly in value due to
rising home-loan defaults.

The Journal recalls that before the New York Fed stepped in, AIG
had tried unsuccessfully to get banks to accept less than full
payment to cancel swaps it had written.  The New York Fed took
over the negotiations in early November and contacted eight large
banks about the possibility of accepting "haircuts" on their
positions.

The New York Fed, the Journal continues, ultimately lent
$24.3 billion to Maiden Lane III to finance its purchase of
$62 billion in securities from AIG's counterparties, which kept
the collateral they had earlier received from AIG to compensate
for market value declines.  At end September, its outstanding loan
to Maiden Lane III was $19.3 billion, while the portfolio was
valued at $23.5 billion.

                             About AIG

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

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

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


AMSCAN HOLDINGS: Posts $3,155,000 Net Income for Sept. 30 Qtr
-------------------------------------------------------------
Amscan Holdings, Inc., posted net income of $3,155,000 for the
three months ended September 30, 2009, from net income of
$4,199,000 for the same period a year ago.  Amscan Holdings
reported net income of $16,628,000 for the nine months ended
September 30, 2009, from net income of $15,797,000 for the same
period a year ago.

Total revenues were $341,108,000 for the three months ended
September 30, 2009, from $362,094,000 for the same period a year
ago.  Total revenues were $995,919,000 for the nine months ended
September 30, 2009, from $1,063,992,000 for the same period a year
ago.

At September 30, 2009, the Company had $1,562,574,000 in total
assets against $1,110,987,000 in total liabilities and $18,389,000
in redeemable common securities.

On November 16, 2007 the Company completed the merger of its
wholly owned subsidiary, Amscan Acquisition, Inc. with and into
Factory Card & Party Outlet Corp.  In connection with the FCPO
Acquisition, $9,101,000 has been accrued related to plans to
restructure FCPO's merchandising assortment and administrative
operations and involuntarily terminate a limited number of FCPO
personnel.  Charges taken against the reserve for the three and
nine month period ended September 30, 2009 were $1,094,000 and
$3,263,000 respectively.  Through September 30, 2009, the Company
incurred $6,133,000 in restructuring costs and expects to incur
the balance in 2009.

During October 2009, the Company communicated its plan to close
the FCPO corporate office in Naperville, Illinois and to
consolidate its retail corporate office operations with those of
Party City, in Rockaway, New Jersey.  In connection with the
closing, the Company recorded additional planned severances costs
of $2,550,000 during the month of October 2009 and expects to
incur additional retention costs of $750,000 through April 2010.
The Company will continue to utilize the Naperville facility as a
distribution center for greeting cards and other products.

Restructuring costs associated with the Party City Franchise Group
Transaction of $1,000,000 were accrued related to plans to
restructure PCFG's merchandising assortment and administrative
operations and involuntarily terminate a limited number of PCFG
personnel.  Charges taken against the reserve for the nine-month
period ended September 30, 2009, were $100,000.  Through
September 30, 2009, PCFG incurred $1,000,000 in restructuring
costs.

At December 31, 2008, PCFG had not been in compliance with the
financial covenants contained in its Credit Agreement with CIT
Group/Business Credit, Inc., as Administrative Agent and
Collateral Agent, Newstar Financial, Inc., as Syndication Agent,
CIT Capital Securities LLC, as Sole Arranger, and the Lenders
party thereto.  Effective September 30, 2009, PCFG and its lenders
entered into a Waiver and Amendment Agreement which provided that,
among other things, (1) interest would be accrued prospectively at
either (i) for ABR borrowings, the Alternate Base Rate plus 6.00%,
with a floor of 4.00% for the Alternate Base Rate or (ii) the
Adjusted LIBO Rate plus 7.00% with a floor of 3.00% for the
Adjusted LIBO Rate, (2) PCFG would pay an additional $1,500 in
principal on the Term Loans at the effective date of the waiver
and amendment , and thereafter the quarterly amortization payment
for the Term Loans would be $1,000 each quarter until Maturity
Date, (3) the PCFG Revolver would be limited to a maximum of
$10,000, and (4) financial covenants related to leverage ratio,
fixed charge coverage ratio, minimum EBITDA, and maximum capital
expenditures, were revised.  Under the terms of the Company's
other indebtedness, PCFG is an unrestricted subsidiary and the
acceleration of the Company's obligation under the PCFG Term Loan
did not constitute an event of default under its other debt
instruments.

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?49aa

Amscan Holdings, Inc., designs, manufactures, contracts for
manufacture and distributes party goods, including paper and
plastic tableware, metallic balloons, accessories, novelties,
gifts and stationery throughout the world, including in North
America, South America, Europe, Asia and Australia.  In addition,
the Company operates specialty retail party supply stores in the
United States, and franchises both individual stores and franchise
areas throughout the United States and Puerto Rico, under the
names Party City, Party America, The Paper Factory and Halloween
USA.  The Company also operates specialty retail party and social
expressions supply stores under the name Factory Card & Party
Outlet.

                           *     *     *

As of August 19, 2009, the Company continues to carry Moody's "B2"
LT Corp Family rating, "Ba3" Bank Loan Debt rating, "Caa1" Senior
Subordinate rating, and "B2" Probability of default rating.  The
Company also continues to carry S&P's "B" LT Issuer credit
ratings.


APPALACHIAN OIL: Plan Outline Hearing Continued to Feb. 26
----------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee will continue the Disclosure
Statement hearing on Feb. 26, 2010, at 9:00 a.m.  The hearing will
be held at the Bankruptcy Courtroom, James H. Quillen U.S.
Courthouse, 220 West Depot Street, in Greeneville, Tennessee.

A hearing on the adequacy of the disclosure statement in
explaining Appalachian Oil Co.'s Plan of Liquidation was held on
Nov. 10, 2009.

The Debtors will begin soliciting votes on the Plan following
approval of in the Disclosure Statement.

As reported in the Troubled Company Reporter on Oct 30, 2009, the
Plan calls for the liquidation of APPCO's remaining assets and the
distribution of the proceeds derived therefrom in accordance with
the Plan.  APPCO has three classes of creditors -- administrative
claimants, priority claimants, and unsecured creditors.

According to the Disclosure Statement, the Plan provides that
holders of allowed administrative claims -- expected to aggregate
in excess of $750,000 -- will be paid 100% of their claims in cash
on or before the Effective Date of the Plan or soon thereafter as
practicable.

Holders of priority claims are expected to be paid in full.  The
Debtor scheduled total priority claims of $623,554 but now expects
the claims to be reduced to $250,000.  In accordance with
bankruptcy law, the balance of any individual claims for employees
in excess of $10,950 or that were earned more than 180 days prior
to the petition date will be treated as unsecured claims.

The Debtor did not state the estimated recovery by unsecured
creditors.  The Debtor scheduled total unsecured claims is
$7,189,924.  A total of 424 claims have been filed in the case
amounting to $77,941,196.  The Debtor estimates total allowed
unsecured claims ranging from $30 to $35 million.  This amount may
increase or decrease depending on the enforceability of the APPCO
corporate guaranties including the amount of the indebtedness due
from the principal obligors.

The Debtor assures that holders of allowed claims would obtain a
greater recovery from this estate through the Plan than if its
assets were liquidated under Chapter 7 of the Bankruptcy Code.

The Debtor anticipates securing sufficient funds to pay the
holders of administrative claims and priority claims in full but
these claimants will be treated as Impaired under the Plan.
Unsecured Creditors are impaired under the Plan.

The funding for the Plan will come from two sources, the committee
fund amounting of $675,798 and preference recoveries collected by
the Debtor.  The largest potential recoveries for the Debtor are:

                                    Payments Received Within
   Creditor                         90 Day Preference Period
   --------                         ------------------------
   AMOCO/BP                          $6,383,484
   CITGO Petroleum Corp.             $4,834,121
   Marathon Ashland Petroleum, LLC   $3,912,961
   Valero Marketing & Supply Co.     $1,070,427
   Conoco-Phillips                   $1,721,274
   LP Shanks11                       $1,301,000

There are also a number of other preference claims that are
available to the Debtor which range from $10,000 to $500,000.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/APPALACHIANOIL_DSPlanofLiquidation.pdf

Bountville, Tennessee-based Appalachian Oil Co. is a fuel
distributor and operator of 60 convenience stores.  It has
22.5 million-gallon terminal serving customers in six states.

Titan Global Holdings purchased Appco in September 2007.  Appco
operates 55 stores in Northeast Tennessee, Southwest Virginia, and
Southeast Kentucky.

Appalachian Oil sought Chapter 11 protection before the U.S.
Bankruptcy Court for the Eastern District of Tennessee on
February 9, 2009 (Case No. 09-50259).  Mark S. Dessauer, Esq., at
Hunter, Smith & Davis, in Kingsport, Tennessee, represents the
Debtor as counsel.  In its petition, the Debtor listed assets
between $10 million and $50 million and the same range of debt.

The Company's creditors with the biggest unsecured claims are BP
Plc's Amoco/BP, owed $2.41 million, and fuel distributor Crescent
Oil Co., owed $1.6 million.


ARVINMERITOR INC: Posts $1.21 Billion Net Loss for FY2009
---------------------------------------------------------
ArvinMeritor, Inc., reported a net loss of $12 million for the
quarter ended September 30, 2009, from a net loss of $153 million
for the same period a year ago.  ArvinMeritor posted a net loss of
$1.212 billion for the fiscal year ended September 30, 2009, from
a net loss of $101 million for fiscal 2008.

Sales were $984 million for the quarter ended September 30, 2009,
from $1.531 billion for the same period a year ago.  Sales were
$4.108 billion for the year ended September 30, 2009, from $6.390
billion for fiscal 2008.  The decrease in sales was primarily due
to continued weakness in the global markets.  As compared to the
third quarter of fiscal year 2009, sales in the fourth quarter
increased 4% as markets began to show signs of a recovery.

As of September 30, 2009, ArvinMeritor had $2.508 billion in total
assets and shareowners' deficit of $1.277 billion.  As of
September 30, 2009, short-term debt was $97 million; Accounts
payable was $674 million; Other current liabilities were $411
million; Liabilities of discontinued operations were $107 million;
Long-term debt was $1.080 billion; Retirement benefits were $1.077
billion; Other liabilities were $310 million, and Minority
interests were $29 million.

Free cash flow was $22 million in the fourth quarter compared to
free cash flow of $103 million in the fourth quarter of fiscal
year 2008.  The company had $95 million in cash balances and an
unutilized commitment of $611 million under its revolving credit
facility as of Sept. 30, 2009.  Free cash outflow (cash outflow
from operations, net of capital expenditures) of $429 million for
the full fiscal year.

"We are proud of our performance in the fourth quarter and the
2009 fiscal year," said Chairman, CEO and President Chip McClure.
"Our team has not only generated positive free cash flow for two
consecutive quarters, we've also reported cost savings in our
commercial vehicle businesses of $195 million, complied with all
debt covenants, and completed various other actions that we
believe will strengthen the company as we benefit from improving
conditions in global markets -- particularly in China, India and
Brazil," said Mr. McClure.

"Our team remained focused and delivered on our 2009 priorities,
while simultaneously managing the company through a global
recession that affected all of our segments and customers
worldwide," said Mr. McClure.  "As we transform into a commercial
vehicle and industrial company, we believe the results we
demonstrated in each of these areas will make ArvinMeritor a
leaner, more efficient organization well-positioned for future
growth."

                          2010 Priorities

ArvinMeritor has defined six key priorities for fiscal year 2010.
The company believes it is imperative to execute well in each of
these areas and has developed specific action plans to achieve
strong results.

     -- Remain focused on rigorous cost management to realize
        improved operating leverage.

     -- Continue transformation to focus the company on global
        commercial vehicle and industrial markets.

     -- Successfully execute as global markets recover.

     -- Drive innovation -- accelerating new products and advanced
        fuel efficient technologies.

     -- Maintain focus on sustainable profitable growth.

     -- Continued focus on balance sheet management.

                         Outlook for 2010

The company's financial guidance for the first quarter of fiscal
year 2010 is for expected results from continuing operations,
which includes all four of ArvinMeritor's current segments. For
the first quarter of fiscal year 2010 (compared to the fourth
fiscal quarter of 2009), the company anticipates:

     -- Revenue to be higher.
     -- EBITDA, before special items, to be higher.
     -- Income before taxes, before special items, to be higher.

In addition, on an absolute basis, the company anticipates:

     -- Free cash flow, before factoring and restructuring, to be
        slightly negative.
     -- Free cash flow to be around breakeven.

For fiscal year 2010, ArvinMeritor expects to report results in
these ranges for capital expenditures, interest expense, cash
income taxes and income tax expense.

     -- Capital expenditures in the range of $90 million to
        $110 million.

     -- Interest expense to be in the range of $95 million to
        $110 million.

     -- Cash income taxes to be in the range of $25 million to
        $50 million.

     -- Income tax expense, before special items, to be in the
        range of $40 million to $60 million.

"With the steps we have taken to manage costs -- in addition to
our efforts to secure new multi-year contracts, develop advanced
solutions for our customers, and focus talent and resources on
strategic segments of our business -- we believe we are on track
to benefit from future recoveries in the global markets," said Mr.
McClure.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4948

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry. The company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

In August, Fitch Ratings said it is keeping ArvinMeritor's issuer
default rating at 'CCC' on Rating Watch Negative.


ARVINMERITOR INC: Reinstates Original Salary Levels to Execs
------------------------------------------------------------
Effective January 16, 2009, ArvinMeritor, Inc., temporarily
decreased the base salaries of its senior executives by 10% as
part of a more general cost cutting initiative in response to
worsening economic conditions.

On November 5, 2009, the Compensation and Management Development
Committee of the Board of Directors reinstated the original salary
levels of the executives effective November 1, 2009.

On November 6, 2009, the full Board of Directors also reinstated
the company match on its 401K savings plans, effective November
16, 2009, which had also been temporarily suspended due to
economic conditions.

On November 5, 2009, the Compensation Committee also increased the
annual base salaries, effective January 1, 2010, of Jeffrey A.
Craig, Senior Vice President and Chief Financial Officer, and
Carsten Reinhardt, Senior Vice President and President, Commercial
Vehicle Systems, to $478,000 per year and $600,000 per year,
respectively.

On November 5, 2009, the Compensation Committee approved
performance goals in connection with a cash performance plan under
the 2007 Long-Term Incentive Plan, as amended, for the three-year
performance period ending September 30, 2012.  On November 5,
2009, the Compensation Committee also approved annual incentive
goals for fiscal year 2010 under the Incentive Compensation Plan,
as amended.

                  Executive Officer Appointments

On November 6, 2009, the Board of Directors of ArvinMeritor
appointed Carsten Reinhardt as Senior Vice President and Chief
Operating Officer and appointed these additional executive
officers: Timothy E. Bowes, Vice President and President,
Industrial, and Joseph Mejaly, Vice President and President,
Aftermarket & Trailer.

Mr. Bowes, 46, held the position of vice president and managing
director, Asia Pacific, for ArvinMeritor prior to his appointment
as President, Industrial.  Mr. Bowes was formerly vice president
of ArvinMeritor's Specialty Products business group.  He joined
ArvinMeritor in December 2005 as the general manager of Specialty
Products.  Prior to joining the company, Mr. Bowes held senior
level management positions at automotive suppliers including
Hilite International, ITT Automotive and Intermet Corporation.

Mr. Mejaly, 49, held the position of vice president and general
manager of ArvinMeritor's Commercial Vehicle Aftermarket and
Trailer business prior to his appointment as President,
Aftermarket & Trailer, and prior to that, held roles of increasing
responsibility including director of Customer Support for
Commercial Vehicle Systems. Mr. Mejaly joined the company in 1985.

In conjunction with the Board's appointment of Messrs. Bowes and
Mejaly as executive officers, the Compensation Committee approved,
effective January 1, 2010, annual base salaries of $300,000 per
year for each officer as well as an annual incentive compensation
target of 45% of their annual base salary and a fiscal year 2010-
2012 performance plan cash award target of $150,000 for each
officer.

There are no family relationships, as defined in Item 401 of
Regulation S-K, between Mr. Bowes or Mr. Mejaly and any of
ArvinMeritor's executive officers and any director, executive
officer or person nominated to become a director or executive
officer.  No officer of ArvinMeritor was selected pursuant to any
arrangement or understanding between him or her and any person
other than ArvinMeritor.  In addition, Mr. Bowes and Mr. Mejaly
did not have a direct or indirect material interest in any
transaction that would be required to be disclosed under Item
404(a) of Regulation S-K.

                           Other Events

At a meeting held on January 30, 2009, the Board of Directors of
ArvinMeritor reduced the amount of their own annual compensation
by 10% until further notice due to worsening economic conditions
and in light of the temporary reduction in executive and other
salaries.  In conjunction with the reinstatement of executive
salaries, the Board of Directors on November 6, 2009, also
reinstated director annual compensation to suspend the temporary
10% reduction.

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry. The company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

In August, Fitch Ratings said it is keeping ArvinMeritor's issuer
default rating at 'CCC' on Rating Watch Negative.


ASARCO LLC: Judge Hanen's Ruling in Favor of Group Plan
-------------------------------------------------------
Judge Andrew S. Hanen of the U.S. District Court for the Southern
District of Texas confirmed on November 13, 2009, the Plan of
Reorganization submitted by Asarco Incorporated and Americas
Mining Corporation for ASARCO LLC, Southern Peru Holdings, LLC,
AR Sacaton, LLC, and ASARCO Master, Inc.

After months of battling to gain control of ASARCO LLC's
business, which has been churning out profits despite being in
bankruptcy, Judge Hanen chose the Parent's Plan backed by Grupo
Mexico SAB de C.V. over the Debtors' Plan sponsored by Sterlite
(USA), Inc., and Vedanta Resources plc, to the disappointment of
the Debtors' workers, the United Steelworkers of America AFL-CIO-
CLC, and several governmental agencies, who supported the
Debtors' Plan.

A full-text copy of 135-page District Court ruling on the ASARCO
plan is available for free at:

     http://bankrupt.com/misc/ASARCO_Plan_Ruling_111309.pdf

As previously reported, Bankruptcy Court Judge Richard S. Schmidt
twice issued a report and recommendation for the District Court
to confirm the Parent Plan.  Judge Hanen, however, gave ASARCO
and Sterlite a chance to defend their Plan.  The Competing Plans
provide full payment for all creditors.

Judge Hanen also reaffirmed what Judge Schmidt has said before --
that "even if the Debtors' Post-Confirmation Plan were
considered, the Parent's Plan remains superior under Section
1129(c) analysis."

Each of ASARCO and Grupo Mexico released statements regarding
Judge Hanen's ruling.  USW also released its own statement,
criticizing the ruling.  The USW and the Debtors' workers
previously threatened to strike if the Mexican miner regains
control of ASARCO.

Among the major issues hurled against the confirmation of the
Parent Plan is Plan's alleged violation of the special
successorship clause of the 2007 collective bargaining agreement
between the USW and ASARCO LLC.  The SSC requires that in the
event of a change of control, which is defined to include a plan
of reorganization, the buyer must recognize the USW and negotiate
a new CBA.

Judge Hanen, however, opined that:

  (a) the lack of a CBA does not bar confirmation of the
      Parent's Plan;

  (b) the SSC does not apply because exigent circumstances
      exist; and

  (c) the possibility of a strike does not make the Parent's
      Plan infeasible.

"This presents to the [District] Court (as it surely did to the
Bankruptcy Court) a dilemma," Judge Hanen admitted on the SCC
issue.  The District Court, however, ruled that the Parent's Plan
fully complies with Sections 1122 and 1123 of the Bankruptcy
Code, and the requirements for confirmation set forth under
Section 1129 of the Bankruptcy Code, and that the Parent has
complied with the disclosure requirements set forth under Section
1125 of the Bankruptcy Code.

The District Court finds that the existing CBA remains in effect
until June 30, 2010, and that the Parent has agreed to extend the
existing Collective Bargaining Agreement until June 30, 2011.
Judge Hanen, hence, ordered the Parent to keep open for
acceptance by USW until 5:00 p.m., on February 26, 2010, (i) its
offer to extend the CBA for one year through June 30, 2011, and
(ii) all other offers or stipulations made during the bankruptcy
process, including a seat on the Board of Directors of
Reorganized ASARCO for a representative of the Unions.

Judge Hanen has directed the Parent to make a comprehensive
proposal to the USW no later than January 15, 2010, after
reviewing the Parent's post-confirmation hearing advisory
regarding the status of its negotiations with the Union.  He
previously set the deadline for November 24, 2009.

A full-text copy of the Parent's advisory can be obtained for
free at http://bankrupt.com/misc/ASARCO_CBA_Advisory_11122009.pdf

The Parent has asserted, among other things, that (i) the issues
in dispute between the Parent and the Union are not susceptible
to easy or quick resolution, and (ii) substantial operational and
financial information must be collected and analyzed to evaluate
the Existing CBA and make informed decisions about long term
commitments that can prudently be made in a successor labor
agreement.

In a separate order, Judge Hanen said that consistent with
Confirmation Order, as well as the authority under Section 157(d)
of the Judicial and Judiciary Procedures Code, the District Court
retains jurisdiction over any contested, disputed, or adversary
matter related to:

  (a) any of the injunctions issued under the Confirmation
      Order;

  (b) implementation, consummation and effectuation of the
      Confirmation Order;

  (c) labor issues, including the approval of any future agreed
      collective bargaining agreement; and

  (d) interpretation, construction and enforcement of the
      Confirmation Order.

To the extent other matters are currently pending or will be
pending in the future, Judge Hanen noted that those matters will
remain to be referred to the Bankruptcy Court for adjudication
pursuant to established bankruptcy procedures.

                      Reorganized ASARCO

The Debtors will be deemed consolidated under the Parent's Plan,
solely for the limited purposes of voting and distribution under
the Parent's Plan.  Mark Roberts of Alvarez & Marsal Holdings,
LLC, is appointed to serve as the Parent's Plan Administrator.
Carlos Ruiz Sacristan, Agustin Santamarina and Jorge Lazalde
Psihas are appointed to serve as members of the Board of
Directors of Reorganized ASARCO from and after the Plan Effective
Date.

The Board of Reorganized ASARCO is to be expanded to include a
representative of USW, to be chosen by the USW, if USW elects to
accept the Parent's offer to extend the Collective Bargaining
Agreement through June 30, 2011.  Manuel E. Ramos Rada and Oscar
Gonzalez Barron are appointed to serve as officers of Reorganized
ASARCO from and after the Effective Date.

On the Effective Date, the Section 524(g) Trust will be
established in accordance with the Parent's Plan Documents.

To induce, preserve and promote the settlements contemplated by
and provided for in the Parent's Plan, and pursuant to Section
524(g) of the Bankruptcy Code, all Asbestos Personal Injury
Claims and Demands will be channeled to the Section 524(g) Trust,
and all holders of Asbestos Personal Injury Claims and all
Entities that have held or asserted any Asbestos Personal Injury
Claim will be permanently and forever stayed, restrained and
enjoined from taking any action against any ASARCO Protected
Party with respect to the Asbestos Personal Injury Claim.

                     Comments on Hanen Ruling

"We compliment the judges in this case for their professionalism
and effort over years to effect a resolution that is in the best
interest of all creditors," said Joseph F. Lapinsky, President and
Chief Executive Officer of ASARCO LLC. "Our Board of Directors,
employees, outside counsel and consultants as well as the
Unsecured and Asbestos Creditors and U.S. Department of Justice
working with federal and state creditors have all worked very hard
to achieve this successful outcome," he added.

"The USW is certainly disappointed with the District Court's
decision.  We are reviewing the 135-page decision, as well as our
legal and other options," said Robert LaVenture, Director of USW
District 12 and union chairman of bargaining with ASARCO.  "It
appears that the District Court committed the same error as the
Bankruptcy Court by disregarding contractual provisions that
protect employee rights and benefits in the event of a sale or
other change in control."

Grupo Mexico and the USW engaged in bargaining earlier this
year in an effort to reach a new agreement, but the parties have
not met since July 24, when the USW submitted a comprehensive
proposal.

"Our July 24th proposal provides for a long-term agreement that
protects American jobs and keeps profits earned by American
workers in the company," said Mr. LaVenture.  "Grupo Mexico never
offered a counter to our July 24 proposal and instead, mainly
chose to communicate its bargaining position through court
filings and the statements of its bankruptcy lawyers."

"ASARCO has thrived outside of Grupo Mexico's control, and all
stakeholders -- workers and retirees, small businesses that supply
goods and services to the mines and smelters, local governments
that depend on ASARCO tax revenues and federal and state
governments that expect ASARCO to be a good steward of its
environmental obligations -- should be concerned about the
possibility of Grupo Mexico regaining control of this business,"
said Mr. LaVenture.

Speaking directly to ASARCO's workers, Mr. LaVenture said, "The
Steelworkers and other union workers who work at ASARCO deserve
all of the credit for the company's success in the past four
years.  Should Grupo Mexico follow through and regain control of
ASARCO, we will need to stand together in solidarity once again
to preserve the benefits we have negotiated."

The USW represents approximately 850,000 workers in the United
States and Canada and is the largest union representing workers in
the copper industry.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Gets Nod to Sell Trenton Site, Settle With NJDEP
------------------------------------------------------------
ASARCO LLC and its affiliates obtained the Court's authority to
sell a Trenton, New Jersey site and settle their controversy with
the New Jersey Department of Environmental Protection regarding
the Site.

The Trenton Site, more commonly known as 300 Enterprise Avenue in
the city of Trenton, Mercer County, New Jersey, is owned by ASARCO
Master Inc., a wholly owned subsidiary of ASARCO LLC.  The ASARCO
Master Property was once the site of a zinc production facility,
but is now a vacant land.

The City of Trenton Redevelopment Agency designated the Property
as a redevelopment area.  Subsequently, the City of Trenton
expressed an interest in purchasing the Property, conducted
environmental due diligence, and claims that environmental
contamination has been discovered at the Site.  ASARCO Master is a
potentially responsible party as to the environmental
contamination at or from the Site.

The City of Trenton and ASARCO Master have, thus, entered into a
Purchase and Sale Agreement, pursuant to which the City would pay
consideration of $1.00 and take title to the Property and would
assume all obligations and liabilities arising from the
environmental condition of the Trenton Site.

A full-text copy of the ASARCO Master-City of Trenton Purchase and
Sale Agreement is available for free at:

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

The City of Trenton has performed a preliminary assessment at the
Property and has identified areas of concern requiring
investigation and remediation, Tony M. Davis, Esq., at Baker Botts
L.L.P., in Houston, Texas, relates.  In addition, he notes, prior
to the investigations, ASARCO Master has indicated that the
Property is contaminated with heavy metals.

The ASARCO Master Property was for sale for a significant period
of time with little interest because of its designation as a
redevelopment area, its industrial history, and its environmental
Status, according to Mr. Davis.  ASARCO Master and the NJDEP have
determined and agreed that it is mutually beneficial to pursue the
sale and environmental liability transfer whereby the City of
Trenton will take title to the Property and assume all obligations
and liabilities arising from the environmental condition of the
Site.

The City of Trenton has entered into a Memorandum of Agreement
with the NJDEP for the City's investigation and remediation of the
ASARCO Master Property.

In consideration of, and in exchange for, certain promises and
covenants, ASARCO Master and the NJDEP entered into a settlement
agreement, which provides that:

  (a) The NJDEP agrees that any and all past, present, and
      future claims and causes of action that it may have
      against the Debtors with respect to the Trenton Site will
      be considered settled and fully satisfied;

  (b) The NJDEP releases ASARCO LLC and ASARCO Master from all
      damages, losses, expenses, costs, liabilities, claims,
      demands, suits, causes of action, and complaints related
      to the Trenton Site;

  (c) ASARCO LLC and ASARCO Master are entitled to protection
      from contribution actions or claims as provided by Section
      113(f)(2) of the Comprehensive Environmental Response,
      Compensation, and Liability Act CERCLA, Section
      9613(f)(2) of the Public Health and Welfare Code, and any
      Similar provisions under New Jersey state law for matters
      addressed in the Settlement Agreement; and

  (d) The Purchase and Sale Agreement and the Settlement
      Agreement are subject to approval by the Bankruptcy Court.
      The NJDEP's past, present, and future claims and causes of
      Action will be fully satisfied upon the Court's
      approval and the closing of transactions contemplated in
      the PSA.

A full-text copy of the NJDEP Settlement Agreement is available
for free at:

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

Mr. Davis notes that the Debtors' liabilities associated with the
Trenton Site are likely to be more costly than what the property
is worth.  By transferring the Site to the City of Trenton, the
PSA eliminates any further costs associated with the Site, he
points out.  Moreover, the PSA and the NJDEP Settlement Agreement
promote public health and welfare as they will result in the
completion of site assessments and site remediation, he avers.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASARCO LLC: USW Criticizes Decision to Confirm Grupo Mexico Plan
----------------------------------------------------------------
On Friday, November 13, the United States District Court in
Brownsville, Texas issued an order in the ASARCO LLC chapter 11
bankruptcy confirming a plan of reorganization proposed by Asarco,
Inc., an entity controlled by Mexico City-based conglomerate Grupo
Mexico.

"The USW is certainly disappointed with the District Court's
decision.  We are reviewing the 135-page decision, as well as our
legal and other options," said Robert LaVenture, Director of USW
District 12 and union chairman of bargaining with ASARCO.  "It
appears that the District Court committed the same error as the
Bankruptcy Court by disregarding contractual provisions that
protect employee rights and benefits in the event of a sale or
other change in control."

The United Steelworkers (USW) represents approximately 1,300
ASARCO workers at mines and smelters in Arizona and a facility in
Amarillo, Texas.  The USW supports a competing plan of
reorganization submitted by ASARCO and financed by Sterlite USA,
an affiliate of an India-based company.  The USW and Sterlite have
already bargained a new labor agreement in connection with
Sterlite's reorganization plan.

Grupo Mexico and the USW engaged in bargaining earlier this year
in an effort to reach a new agreement, but the parties have not
met since July 24, when the USW submitted a comprehensive
proposal.

"Our July 24th proposal provides for a long-term agreement that
protects American jobs and keeps profits earned by American
workers in the company," said Mr. LaVenture.  "Grupo Mexico never
offered a counter to our July 24 proposal and instead, mainly
chose to communicate its bargaining position through court filings
and the statements of its bankruptcy lawyers."

Grupo Mexico acquired ASARCO in 1999 and controlled the company
through its bankruptcy filing in August 2005. Throughout most of
the case, however, ASARCO has been led by independent directors.

"ASARCO has thrived outside of Grupo Mexico's control, and all
stakeholders -- workers and retirees, small businesses that supply
goods and services to the mines and smelters, local governments
that depend on ASARCO tax revenues and federal and state
governments that expect ASARCO to be a good steward of its
environmental obligations -- should be concerned about the
possibility of Grupo Mexico regaining control of this business,"
said LaVenture.

Speaking directly to ASARCO's workers, LaVenture said, "The
Steelworkers and other union workers who work at ASARCO deserve
all of the credit for the company's success in the past four
years.  Should Grupo Mexico follow through and regain control of
ASARCO, we will need to stand together in solidarity once again to
preserve the benefits we have negotiated."

The USW represents approximately 850,000 workers in the United
States and Canada and is the largest union representing workers in
the copper industry.

                       About ASARCO LLC

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

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

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

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

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

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

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

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


BANKUNITED FINANCIAL: No New D&O Insurance Policy
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy judge
refused to allow BankUnited Financial Corp. to spend $100,000 to
buy a $5 million directors and officers' liability insurance
policy to provide coverage for the next year.  The bankruptcy
judge gave the Official Committee of Unsecured Creditors
permission in September to investigate and bring suits against
company insiders.  The Committee wanted permission to investigate
before the notification period expired on $30 million in directors
and officers' liability insurance.

The Committee seeks to look into claims arising from alleged
breaches of duty by current and former officers and directors and
pre-bankruptcy professionals, including law firm Camner Lipsitz PA
and any current or future member of the firm.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184,000,000.  U.S. Bank and Wilmington Trust are owed
$120,000,000 and $118,171,000 on account of senior notes.

The holding company filed lists of assets and creditors, showing
$557 million owing to unsecured creditors.  There are no secured
claims, the company said in a court filing.  Assets were listed
for $21 million.

                    About BankUnited Financial

BankUnited Financial Corp. (Other OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark
D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent
the Debtors as counsel.  Corali Lopez-Castro, Esq., David Samole,
Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers,
Esq., at Kilpatrick Stockton LLP, serve as counsel to the official
committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. said it has
assets of $37,729,520 against debts of $559,740,185.


AUTOBACS STRAUSS: Plan Exclusivity Extended Until Dec. 1
--------------------------------------------------------
Aubobacs Straus Inc. asked the Court to extend its exclusive
period to propose a Chapter 11 plan until January 18.  The Court,
however, extended the plan filing deadline until December 1, and
has scheduled a hearing on November 320 to consider an additional
extension for the Company, Bill Rochelle at Bloomberg reported.
The Company said it was in talks with several potential bidders
about a sale of the business.

Headquartered in South River, New Jersey, Autobacs Strauss Inc. --
http://www.straussauto.com/-- sells after-market automotive parts
and accessories, and operate automotive service centers located in
New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania.
The Company operates 86 retail store locations and has about 1,450
employees.  The Company filed for Chapter 11 protection on
February 4, 2009 (Bankr. D. Del. Case No. 09-10358).  Edward J.
Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP,
represents the Debtor in its restructuring efforts.  As of
January 3, 2009, the Debtor had total assets of $75,000,000 and
total debts of $72,000,000.

The Chapter 11 case is Strauss's third.  The preceding Chapter 11
case ended with confirmation of a Chapter 11 plan in April 2007.
The Company was then named R&S Parts & Service Inc.


BANKRUPTCY MANAGEMENT: Moody's Junks Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service downgraded Bankruptcy Management
Solutions, Inc.'s corporate family rating to Caa2 from B3.  The
rating outlook is changed to negative.  The ratings downgrade
reflects near-term maturity of its $367 million investment line of
credit (unrated), which is collateralized by its portfolio of
auction-rate securities.  Due to the deterioration in the
liquidity of the auction rate securities market, BMS has been
unable to sell these securities.  Moody's notes that the ratings
could be lowered further if the current negotiations with its
lenders fail to amend the existing investment line of credit
agreement to resolve this near-term maturity issue.  If the
company is unable to repay the investment line of credit, then the
first lien and second lien credit facilities will become callable
by its lenders, due to a cross default provision in the credit
agreement.

These ratings are downgraded:

  -- Corporate Family Rating to Caa2 from B3
  -- Probability of Default Rating to Caa2 from B3

At Bankruptcy Management Solutions, Inc:

  -- $15 million Senior Secured Revolving Credit Facility due 2011
     to B3, LGD2, 29% from Ba3, LGD2, 19%

  -- $220 million Senior Secured First Lien due 2012 to B3, LGD2,
     29% from Ba3, LGD2, 19%

  -- $125 million Senior Secured Second Lien due 2013 to Caa3,
     LGD5, 73% from Caa1, LGD4, 62%

At BMS Holdings, Inc.:

  -- $150 million senior unsecured PIK notes due 2014 to Ca, LGD6,
     91% from Caa2, LGD5, 88%

The ratings outlook is negative.

The Caa2 corporate family rating reflects (i) near-term maturity
of the investment line of credit, which is collateralized by
currently illiquid auction-rate securities; and (ii) company's
very small size and narrow focus on bankruptcy case management
services.  The ratings also incorporates BMS' leading share in the
duopolistic Chapter 7 trustee market, high barriers to entry,
large diversified customer base with "sticky" deposits, high
EBITDA and resultant positive free cash flow generation, which are
supported by its interest rate hedging program, and personal
filing trends that should continue to drive bankruptcy growth.
BMS' cash flow is very sensitive to interest rate declines.  The
company has put in place an interest rate management program to
minimize the impact of rate declines.  Moody's does note that even
in a case of prolonged low interest rates, the company should
remain cash flow positive.

The negative ratings outlook reflects uncertainty regarding the
ability of the company to repay the investment line of credit as
it comes due on July 31, 2010.  The first lien and second lien
credit facilities have a cross default provision, which will make
these callable if BMS is unable to payoff the investment line of
credit.

The previous rating action took place on January 19, 2007, when
Moody's downgraded BMS' corporate family rating to B3 upon holding
company debt issuance.

Irvine, CA-based Bankruptcy Management Solutions, Inc, is a
leading provider of bankruptcy case management solutions to
Chapter 7 trustees.


BEAZER HOMES: May Issue Up to $750,000,000 in Securities
--------------------------------------------------------
Beazer Homes USA, Inc., filed a shelf registration statement on
Form S-3 with the Securities and Exchange Commission in connection
with its plan to offer, from time to time, up to $750,000,000 in
aggregate initial offering price of senior debt securities,
subordinated debt securities, common stock, preferred stock,
depositary shares, warrants, rights, stock purchase contracts or
stock purchase units.

Beazer will provide the specific terms of any securities to be
offered in a supplement to its prospectus filed with the Form S-3.

Beazer expects to use the net proceeds from the sale of the
securities for general corporate purposes, which may include the
retirement or refinancing of indebtedness under its outstanding
debt securities.

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

              http://ResearchArchives.com/t/s?4991

                       About Beazer Homes

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

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                          *     *     *

Beazer carries S&P's "CCC" corporate credit rating and "D" senior
unsecured notes rating.   On August 18, 2009, S&P lowered the
Company's corporate credit rating to SD (selective default) and
lowered the rating of the Company's senior unsecured notes from
CCC- to D following the Company's repurchase of $115.5 million of
its senior unsecured notes on the open market at a discount to
face value, which S&P determined to constitute a de facto
restructuring under its criteria.

Beazer carries Moody's "Caa2" probability of default rating to the
Company and "Caa2" senior notes rating.

On March 12, 2009, Fitch lowered Beazer's issuer-default rating
from "B-" to "CCC" and its senior notes from "CCC+/RR5" to
"CC/RR5".


BERRY PETROLEUM: S&P Raises Rating on Unsecured Debt to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Berry Petroleum Co.'s (BB-/Stable/--) unsecured debt to 'B+'
(one notch below the corporate credit rating on the company) from
'B'.  At the same time, S&P revised the recovery rating on this
debt to '5', indicating the expectation for average (10% to 30%)
recovery in the event of a payment default, from '6'.

Our issue-level rating on Berry's subordinated notes remains 'B'
(two notches below the corporate credit rating), with a '6'
recovery rating.

The ratings on Berry reflect the high operating costs in its
California oil fields, its highly leveraged capital structure, a
concentrated reserve base, and its capital-intensive operations in
a volatile industry.  The ratings also reflect the relatively low-
risk nature of the company's reserve base, competitive finding and
development costs, large hedge book, and higher proportion of oil
production compared to gas.

                           Rating List

                        Berry Petroleum Co.

          Corporate Credit Rating          BB-/Stable/--

               Rating Raised; Recovery Rating Revised

                        Berry Petroleum Co.

                                          To           From
                                          --           ----
         Unsecured Debt                   B+           B
           Recovery Rating                5            6


BILL HEARD: Reaches Settlement with General Motors
--------------------------------------------------
On September 28, 2008, Bill Heard Enterprises, Inc., and its 23
affiliates filed a voluntary Chapter 11 petition in the Unites
States Bankruptcy Court for the Northern District of Alabama,
Northern Division.  Prior to the commencement of their Chapter 11
cases, the Heard Debtors owned and operated fourteen automobile
dealerships in seven states and were one of the largest General
Motors Corporation Chevrolet brand dealers in the United States
based upon the volume of GM vehicles sold.

Beginning in mid-2007, the performance of the Heard Debtors'
dealerships began to suffer and, ultimately, for a variety of
reasons, the Heard Debtors ceased operations at the dealerships on
September 24, 2008.  According to Joseph H. Smolinsky, Esq., at
Weil, Gotshal & Manges LLP, in New York, the Heard Debtors are in
the process of an orderly liquidation of their businesses, and
have had their plan of liquidation confirmed on October 14, 2009.

On January 15, 2009, in connection with the Heard Bankruptcy
Cases, GMAC, Inc., commenced an adversary proceeding styled GMAC
LLC v. Falcon Financial II, et al., seeking to establish that
GMAC's security interest in the assets of the Heard Debtors is
superior to any lien, security interest or claim of various
parties claiming a superior lien or security interest in those
assets.

On May 2, 2009, in connection with the Heard Bankruptcy Cases,
GMAC commenced an adversary proceeding styled GMAC LLC v. General
Motors Corporation, in the Heard Bankruptcy Court.  The GMAC
Adversary Proceeding was commenced to obtain: (1) turnover to
GMAC of specific funds held in escrow, consisting of the Parts'
Proceeds and other GMAC collateral, and (2) an injunction
permanently enjoining GM from further debiting or charging the
dealership accounts of the Heard Debtors without first submitting
appropriate documentation substantiating such debits or charges
and obtaining authority from the Heard Bankruptcy Court.

On May 22, 2009, the Heard Debtors commenced an adversary
proceeding styled Bill Heard Chevrolet, Inc. - Scottsdale v
General Motors Corporation, in the Heard Bankruptcy Court.  The
Heard Debtors' Adversary Proceeding was commenced to obtain: (1)
turnover of funds controlled by General Motors Corporation in the
Heard Debtors' Open Accounts, (2) a finding that GM has wrongfully
converted the funds in the Heard Debtors' Open Accounts, (3) a
finding that GM has breached its Dealership Sales and Services
Agreements with the Heard Debtors and is responsible for damages
calculated by the total amount of parts and accessories that have
been returned to GM and that GM has failed to reimburse the Heard
Debtors pursuant to the Dealer Agreements, and (4) the Debtors are
entitled to injunctive relief, enjoining GM from further charging
or debiting the Heard Debtors' Open Accounts and requiring GM to
reverse any and all post-petition charges or debits effected since
the commencement of the Heard Bankruptcy Cases.

In connection with the Heard Adversary Proceedings, the Heard
Bankruptcy Court ordered the Debtors to deposit into escrow the
Parts Proceeds and certain Heard Open Accounts funds.  The Heard
Bankruptcy Court appointed the law firm of Adorno & Yoss LLP as
escrow agent.  The Head Debtors deposited a total of $7,988,846
into the Escrow Account.

Pursuant to an Order of the Heard Bankruptcy Court, A&Y disbursed
$2,138,604 of the Escrow Amount to Columbus Bank and Trust
Company.  Currently, $5,850,242 plus accrued interest remains in
the Escrow Account.

By this motion, Motors Liquidation Co. and its debtor affiliates
seek approval and ratification from the U.S. Bankruptcy Court for
the Southern District of New York of a compromise and settlement
agreement among Motors Liquidation Co., GMAC, Inc., General Motors
LLC and the Liquidating Trustee for the Heard Debtors.  The
settlement is for the release of claims regarding the Heard
Adversary Proceedings and the Escrow Account Claims, which will
result in a substantial recovery of $1,875,000 for the Debtors'
estates.

Mr. Smolinsky tells the GM Bankruptcy Court that New GM, MLC, and
GMAC each claim an interest in certain of the funds in the Escrow
Account.  MLC claims that some of the funds transferred into the
Escrow Account prior to its Petition Date may be avoided pursuant
to section 547 of the Bankruptcy Code.  On the other hand, GMAC
claims that any funds deposited in the Escrow Account by MLC were
pursuant to an order by the Heard Bankruptcy Court and are
therefore not avoidable.  New GM contends that the funds in the
Escrow Account, to the extent belonging to MLC, were purchased by
New GM and are not subject to a proper preference action that
would have excluded such funds from the pool of purchased assets.

In order to settle the issues, without any admission of liability
by any party, the Parties entered into the Settlement Agreement,
which fully disposes of all pending claims, cross-claims, and
counterclaims as well as any unasserted claims in the Heard
Adversary Proceedings and provides for certain distributions to
MLC, New GM and GMAC in settlement of the Escrow Account Claims.
Other confidential agreements between GMAC and New GM, which are
part of the Settlement Agreement, are represented by a separate
letter agreement between those parties, Mr. Smolinsky clarifies.

More specifically, the salient provisions of the Settlement
Agreement are summarized as:

* In full and final satisfaction of any and all claims of MLC
   and New GM collectively arising under or related to the
   Heard Bankruptcy Cases, MLC and New GM will collectively
   receive a distribution in the amount of $2,500,000.00
   to be paid from the Escrow Account.  The GM Settlement
   mount will be divided between MLC and New GM, with MLC
   receiving $1,875,000.00 and New GM receiving $625,000.00.
   The GM Settlement Amount will be disbursed to MLC and New
   GM upon the entry of the Heard Settlement Agreement Order,
   subject to possible disgorgement if this Court does not
   approve the Settlement Agreement Order.

* In full and final satisfaction of any and all claims of GMAC
   arising under or related to the Heard Bankruptcy Cases, GMAC
   will receive a distribution in the amount of $2,200,000.00 to
   be paid from the Escrow Account.  From the GMAC Settlement
   Amount, immediately after receipt, GMAC will remit to the
   Heard Debtors $246,000.00 in satisfaction of obligations
   under previously entered orders in the Heard Bankruptcy
   Cases.

* Any remaining funds held in the Escrow Account, after the
   payment of the GM Settlement Amount and the GMAC Settlement
   Amount, will be turned over to the Liquidating Trustee for
   the benefit of the Heard Debtors, to be held for distribution
   in accordance with the Heard Plan.

* The Settlement Agreement is not intended, and does not
   release in any way any claims of New GM or MLC against the
   Heard Debtors and their estates to the extent that they are
   necessary to pursue or defend any claims against BMW
   Financial Services, NA LLC with respect to certain other
   escrowed monies, including monies that may have been
   deposited by New GM or MLC.  Except with respect to this
   exception and subject to entry of the Heard Settlement
   Agreement Order and the Settlement Agreement Order, the
   transmission of the GMAC Settlement Amount and the GM
   Settlement Amount, and performance of the ongoing obligations
   contained in the Settlement Agreement, the Parties each agree
   to release and discharge each other from any and all past and
   present causes of action, claims, damages, losses, and
   demands, in each case of any nature whatsoever.

* The Parties agree to the voluntary dismissal of the Heard
   Adversary Proceedings involving MLC and New GM and the
   GMAC/GM Adversary Proceeding.

The Debtors believe that the Settlement Agreement represents a
fair and reasonable settlement and compromise of the matters
addressed therein.  The Settlement Agreement will result in an
immediate and substantial recovery to the Debtors and their
estates, while at the same time alleviating the financial burden,
time and uncertainly associated with continued litigation of the
issues resolved under the Settlement Agreement.

The GM Bankruptcy Court will convene a hearing to consider this
motion on November 24, 2009.  Objections are due November 17.

                   About Bill Heard Enterprises

Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc.
-- http://www.billheardhuntsville.com/-- was one of the largest
dealers of Chevrolet in the United States.  The company and 17 of
its affiliates filed for Chapter 11 protection on Sept. 28, 2008
(Bankr. N.D. Ala. Lead Case No. 08-83028).  Derek F. Meek, Esq.,
at Burr & Forman, LLP, represents the Debtors in their
restructuring efforts.  An official committee of unsecured
creditors has been appointed in the bankruptcy cases.  Kilpatrick
Stockton LLP represents the Committee.  When the Debtors filed for
protection from their creditors, they listed assets and debts of
between $500 million and $1 billion each.

                       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).


BLOCKBUSTER INC: Files Form 10-Q for Qtr. Ended Oct. 4
------------------------------------------------------
Blockbuster Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q for the period ended October 4,
2009.  A full-text copy of the quarterly report is available at no
charge at http://ResearchArchives.com/t/s?499c

Blockbuster reported a net loss of $114.1 million for the 13 weeks
ended October 4, 2009, from a net loss of $17.8 million for the
same period ended October 5, 2008.  The Company reported a net
loss of $123.3 million for the 39 weeks ended October 4, 2009,
from a net loss of $14.3 million for the same period ended
October 5, 2008.

Total revenues for the third quarter ended October 4, 2009, were
$910.5 million as compared to total revenue of $1.16 billion for
the same period one year ago.  The 21% revenue decrease is
primarily attributable to a 14% decline in same store comparables
due to the Company's temporary shift in focus to manage the
business for liquidity and the macroeconomic environments.  The
other factors that affected third quarter total revenue included
the reduction in company-operated stores and the negative impacts
of foreign currency exchange.

At October 4, 2009, the Company had $1.87 billion in total assets
against $1.76 billion in total liabilities.  The Company had an
accumulated deficit of $5.35 billion, accumulated other
comprehensive loss of $59.5 million, and stockholders' equity of
$115.0 million at October 4.

Blockbuster continues to evaluate the closure of underperforming
domestic company-owned stores and anticipates closing no more than
115 domestic company-owned stores during the fourth quarter of
2009, in addition to the 216 that have already been closed through
the third quarter of 2009.  The Company will continue to evaluate
individual store performance in an effort to further optimize its
portfolio.

                      About Blockbuster Inc.

Dallas-based Blockbuster Inc. (NYSE: BBI, BBI.B) is a global
provider of rental and retail movie and game entertainment.  The
Company provides its customers with convenient access to media
entertainment anywhere and any way they want it -- whether in-
store, by-mail, through vending and kiosks or digital download.
With a highly recognized brand name and a library of over 125,000
movie and game titles, Blockbuster leverages its multi-channel
presence to further build upon its leadership position in the
media entertainment industry and to best serve the two million
daily global customers and over 50 million annual global
customers.  The Company may be accessed worldwide at
http://www.blockbuster.com/

As reported by the Troubled Company Reporter, Sept. 18, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Blockbuster to 'B-' from 'CCC'.  The outlook is stable.

The TCR on Oct. 6, 2009, said Moody's Investors Service upgraded
Blockbuster's long term ratings, including its probability of
default rating to 'Caa1' from 'Caa3' and its corporate family
rating to 'Caa1' from 'Caa2'.  The rating outlook is stable.


BUILDING MATERIAL: Files Transition Plan for Mgt. and Board
-----------------------------------------------------------
In preparation for its Chapter 11 emergence later this year,
Building Materials Holding Corporation disclosed a number of
actions to prepare the Company for its expected emergence from
Chapter 11 later this year, including the filing of a transition
plan for BMHC's senior management team and designation of the
proposed members of the Company's Board of Directors.  BMHC
expects to emerge from the reorganization process with a stronger
balance sheet, enhanced liquidity, and a streamlined, more
efficient cost structure.

As previously announced, the U.S. Bankruptcy Court in Delaware has
approved BMHC's Disclosure Statement and authorized the Company to
begin soliciting approvals of the Company's Plan of Reorganization
from the requisite creditor groups.  The Plan, which is subject to
Court approval, provides for BMHC's secured lenders to convert
debt into equity, becoming majority owners of the Company upon
emergence. Under the Plan, BMHC will reduce its outstanding
indebtedness as of the filing date by approximately $150 million
to $135 million upon emergence.  The company has obtained
commitments for $103.5 million of exit financing to support its
ongoing operations and future growth.

The deadline for ballots to be received by the voting agent is
November 25, 2009.  A court hearing to confirm the Plan is
scheduled to be held on December 10, 2009.  Provided that the Plan
is confirmed at that time, BMHC expects to complete its financial
restructuring and emerge from Chapter 11 by the end of 2009.  In
preparation for the upcoming confirmation hearing, BMHC filed a
number of supplements to its Disclosure Statement.  These include
a list of the proposed officers of the Company and a list of the
proposed members of BMHC's new Board of Directors.

Senior Management Transition

Subject to confirmation of the Plan of Reorganization, BMHC
expects to emerge from Chapter 11 with a seasoned senior
management team consisting of company veterans.  The designated
senior officers are:

   --  Paul S. Street will serve as Chief Executive Officer.
       He is currently Senior Vice President, Chief
       Administrative Officer, General Counsel and Corporate
       Secretary. Mr. Street joined the Company in 1999 as Senior
       Vice President, General Counsel and Corporate Secretary
       and has been Chief Administrative Officer since 2001.
       In his current role he is responsible for the legal
       affairs of the Company and administrative functions
       at its corporate office in Boise, Idaho.  He previously
       served as BMHC's outside General Counsel & Secretary
       while a partner of the law firm of Moffatt, Thomas,
       Barrett, Rock & Fields.

   --  Stanley M. Wilson will continue to serve as President
       and Chief Operating Officer. Mr. Wilson is a 40-year
       veteran of the building products industry, first at
       Boise Cascade and, since 1987, at BMC West and BMHC.  He
       was elected President and Chief Operating Officer of
       BMHC in 2008 and President and CEO of BMC West in 2004.
       He was appointed a Senior Vice President in 2003.  He
       was elected Vice President in 2000 and was General
       Manager of the Pacific Division of BMC West from 1993 to
       2003.

   --  Daniel (Danny) McQuary will serve as Chief Financial
       Officer.  Mr. McQuary currently serves as Vice
       President -- Director of Finance for BMHC's operating
       brands, BMC West and SelectBuild.  He previously served
       as Chief Financial Officer for Lone Star Plywood &
       Door Corporation from 1994 until its acquisition by
       BMC West in 1997.  He has held management positions
       in the building materials distribution industry for
       the past 15 years and has been involved in various
       jobs related to the homebuilding industry for most of
       his business career.

Current officers Robert E. Mellor, Chairman and Chief Executive
Officer, William M. Smartt, Senior Vice President and Chief
Financial Officer, and Mark R. Kailer, Vice President and
Treasurer, all based in San Francisco, will leave the Company
following its emergence from bankruptcy.

"With the groundwork in place for BMHC's emergence from Chapter 11
later this year with far less debt and an improved capital
structure, we are turning our attention to the consolidation of
administrative functions in Boise and implementation of a seamless
transition in the senior leadership team," Mr. Mellor said.

                   Proposed Board of Directors

Subject to confirmation of the Plan of Reorganization by the
Court, a new Board of Directors will take office on the effective
date of the Plan.  In addition to Mr. Street, the proposed Board
will consist of six independent directors who will draw upon a
wide range of skills and experience.  The designated independent
directors are:

   --  Peter C. Alexander, past President and CEO of ORCO
       Construction Distribution, the largest independent
       building materials distributor in the Western United
       States.  A business turnaround specialist, he previously
       served as President and CEO or COO of several other
       companies in the technology, retail/distribution
       and service industries.

   --  Marc Chasman, President of Picerne Capital West, a real
       estate investment group.  He previously served as
       President of the Northern California Region of
       Lennar Homes and earlier in his career held finance
       positions at KB Homes.

   --  Dennis Downer, a 35-year veteran of the forest products
       industry.  He is founder and chairman of
       Intermountain Orient, a lumber distributor in Boise,
       Idaho.  He is also former president of the North
       American Wholesale Lumber Association.

   --  Jay B. Hunt, a turnaround consultant based in
       Sacramento, CA.  He is currently non-executive chairman
       of DDi Corp., Inc., a leading provider of time-critical,
       technologically advanced electronics manufacturing
       services for the electronics industry.

   --  Michael A. Maidy, co-managing director and co-founder
       of Sherwood Partners, LLC, a financial services and
       crisis management consulting firm.   Before founding
       Sherwood in 1992, he was managing partner of a
       national CPA firm.

   --  Carl R. Vertuca, Jr., President of The Vertuca Group,
       a venture capital and real estate investment
       company founded in 2000.  He previously served as
       Executive Vice President and a Director of The Dii Group,
       a publicly held contract manufacturing company.

On June 16, 2009, BMHC and all of its subsidiaries voluntarily
initiated reorganization cases in Delaware under Chapter 11 of the
U.S. Bankruptcy Code.  Pursuant to the bankruptcy plan, BMHC's
existing common shares held by shareholders will be extinguished
and these shareholders will not receive any distributions.

                     About Building Materials

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

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


CABLEVISION SYSTEMS: CSC Converts to Limited Liability Company
--------------------------------------------------------------
CSC Holdings, Inc., a wholly owned subsidiary of Cablevision
Systems Corporation, on November 10, 2009, converted its form of
business organization from a Delaware corporation to a Delaware
limited liability company pursuant to Section 266 of the Delaware
General Corporation Law and Section 18-214 of the Delaware Limited
Liability Company Act.

Upon the Conversion, the Company changed its name to "CSC
Holdings, LLC".

                     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.

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.

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.


CAMP COOLEY: Sec. 341 Meeting Set for December 22
-------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Camp
Cooley Ltd.'s creditors on December 22, 2009, at 10:00 a.m.

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.

Franklin, Texas-based Camp Cooley Ltd. operates an agricultural
and farming business.  The Company filed for Chapter 11 bankruptcy
protection on November 8, 2009 (Bankr. W.D. Tex. Case No. 09-
61311).  R. Glen Ayers Jr., Esq., at Langley and Banack, Inc,
assists the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CAMP COOLEY: Taps Langley & Banack as Bankruptcy Counsel
--------------------------------------------------------
Camp Cooley Ltd. has sought permission from the U.S. Bankruptcy
Court for the Western District of Texas to hire Langley & Banack,
Inc., as bankruptcy counsel.

L&B, will among other things:

     a. take all necessary action to protect and preserve the
        estate of the Debtor, including the prosecution of
        actions, the defense of any action commenced against the
        Debtor, the negotiation of disputes in which the Debtor is
        involved, and the preparation of objections to claims
        filed;

     b. prepare on behalf of the Debtor all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with the administration and prosecution of the
        Debtor's case; and

     c. advise the Debtor in respect of bankruptcy, real estate,
        oil and gas, regulatory, labor law, intellectual property,
        licensing, and tax maters or other such services as
        requested.

L&B has an ongoing lawsuit settlement with the Debtor's parent
company, Birkel Corporation.  On June 23, 2009, L&B sued on behalf
of The Wood Agency to collect $20,050.23 in unpaid debts against
Birkel.  The parties have reached a settlement agreement and are
in the process of drafting the settlement documents.

R. Glen Ayers, a shareholder at L&B, said that the firm will be
paid based on the hourly rates of its professionals:

     R. Glen Ayers, Shareholder          $400
     David S. Gragg, Shareholder         $390
     Steven R. Brook, Shareholder        $400
     Sara S. Murray, Shareholder         $285
     Allen DeBard, Associate             $225
     Polo Gonzalez, III, Associate       $225
     Catherine Johnston, Paralegal       $100
     Terri Howard, Legal Assistant        $75

Mr. Ayers assures the Court that L&B doesn't have interests
adverse to the interest of the Debtors' estates or of any class of
creditors and equity security holders.  Mr. Ayers maintains that
L&B is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

Franklin, Texas-based Camp Cooley Ltd. operates an agricultural
and farming business.  The Company filed for Chapter 11 bankruptcy
protection on November 8, 2009 (Bankr. W.D. Tex. Case No. 09-
61311).  R. Glen Ayers Jr., Esq., at Langley and Banack, Inc,
assists the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CATHOLIC CHURCH: Del. Diocese Settles With Abuse Claimant
---------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., seeks authority from the
U.S. Bankruptcy Court for the District of Delaware to enter into a
settlement with James E. Sheehan of the claims asserted against
the Diocese by Mr. Sheehan in his action pending in the Delaware
Superior Court for New Castle County.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that prior to the filing of
Mr. Sheehan's reply to the Diocese's objection to his request for
relief from automatic stay, the Parties have engaged in
negotiations in an attempt to settle and resolve the Sheehan
Action without the necessity of costly and time-consuming
litigation between them.  In his Reply, Mr. Sheehan has asserted
that it is highly likely that he will succeed on the merits of his
underlying claim.

The Parties believe that it is in their best interests to
compromise and settle, without further litigation, the claims
asserted in the Sheehan Action substantially pursuant to the terms
and subject to the conditions of their Settlement.  The principal
terms of the Settlement are:

  (a) The Diocese will pay Mr. Sheehan a cash settlement in an
      undisclosed amount within 10 business days of entry of a
      final, non-appealable Court order approving the
      Settlement;

  (b) At the sole request of Mr. Sheehan, the Parties will file
      a motion requesting that the Settlement Amount remain
      confidential;

  (c) The Parties will not cite to the Settlement Amount as
      precedent in valuing the amount of any other tort claims,
      as extraordinary factors like Mr. Sheehan's health
      influenced the resolution of his claim;

  (d) Mr. Sheehan will not call any of the Diocese's officers or
      employees as witnesses at trial of the Sheehan Action
      against the other defendants;

  (e) Upon receipt of the Settlement Amount, the Parties will
      cause the Sheehan Action to be jointly dismissed against
      the Diocese with prejudice; and

  (f) Except as to the full and faithful performance of the
      Settlement, the Parties and their representatives and
      assignees completely release and forever discharge one
      another from all claims and causes of action, which the
      Parties may now have or have ever had against one another,
      that are related in any way to the Sheehan Action up to
      and including the approval of the Settlement.

The Creditors Committee says in a statement that it does not
object to the relief sought in the Diocese's request to settle
based on the specific facts and circumstances of the proposed
Settlement.  The Creditors Committee, however, reserves its right
to object to other settlements of prepetition claims, including
settlements that provide for payment of the claims on a
postpetition basis outside of a plan of reorganization.

                         *     *     *

The Court authorized the Diocese to enter into and approved the
Settlement following a shortened notice period.

The Parties also sought and obtained authority for the Diocese to
file an unredacted version of the Settlement Amount under seal,
which will not be made available to anyone, except to the Office
of the United States Trustee, the Official Committee of Unsecured
Creditors and Mr. Sheehan.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilmington Proposes TRG as Financial Advisor
-------------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, the Catholic
Diocese of Wilmington, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ The
Ramaekers Group, LLC, as its financial advisor, nunc pro tunc to
the Petition Date, and in accordance with the terms of the
parties' engagement agreement.

Since September 30, 2009, TRG professionals have been working
closely with the Diocese's personnel and other professionals to
review strategic options necessary for its restructuring, and to
prepare the Diocese to file its Chapter 11 case, Reverend
Monsignor J. Thomas Cini, the Diocese's secretary and vicar
general of administration, informs the Court.  The Diocese
believes that TRG is well-qualified and able to advise the Diocese
in a cost-effective, efficient and timely manner.

As financial advisor, TRG will:

  (a) continue to familiarize itself with the business,
      operations, financial condition and prospects of the
      Diocese;

  (b) provide financial advice and assistance to the Diocese;

  (c) assist the Diocese in evaluating, structuring, negotiating
      and implementing a restructuring plan;

  (d) assist the Diocese in meeting its financial reporting
      obligations in the bankruptcy proceeding;

  (e) assist the Diocese and participate in negotiations with
      holders of the existing debt obligations and other
      stakeholders; and

  (f) participate in hearings before the Court with respect to
      the matters upon which TRG has provided advice, including
      coordinating with the Diocese's counsel with respect to
      testimony in connection therewith.

TRG will be paid based upon its customary and normal hourly rates
for services provided, which currently range from $100 to $750 per
hour.  In addition, TRG will be reimbursed for its reasonable out-
of-pocket and incidental expenses incurred during its engagement.

The indemnification provisions of the Engagement Agreement provide
that the Diocese agrees to indemnify, hold harmless and defend TRG
from and against all claims, liabilities, loses, damages and
reasonable expenses as they are incurred including reasonable
legal fees and disbursements of counsel and the costs of TRG's
professional time relating to or arising out of the engagement
with the Diocese.  TRG will not be liable in excess of the total
amount of fees paid it, and in no event will be liable for
consequential, punitive, special, incidental or indirect damages
of any kind.

Lawrence J. Ramaekers, a managing principal of TRG, assures the
Court that (i) neither TRG nor any of its employee holds or
represents an interest adverse to the Diocese or its bankruptcy
estate, (ii) TRG is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, and (iii) neither TRG nor
any employee has any connections with the Diocese, its creditors
or other parties-in-interest and bankruptcy professionals.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilmington Proposes Young Conaway as Counsel
-------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., seeks permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Young Conaway Stargatt & Taylor, LLP, as its bankruptcy, special
litigation and corporate counsel, nunc pro tunc to the Petition
Date.  The Diocese also asks the Court to authorize Certain
Underwriters at Lloyd's, London to pay Young Conaway under certain
policies where the defense costs do not reduce the indemnity
coverage available to the insureds under the applicable policy.

Lloyd's is a signatory to certain policies to the Diocese
effective for the policy periods from 1977 to 1993.

As counsel, Young Conaway will:

  (a) provide legal advice with respect to the Diocese's powers
      and duties as debtor-in-possession in the continued
      operation of its business and management of its property;

  (b) provide legal advice with respect to the Diocese's powers
      and duties as trustee where real, personal, or mixed
      property was received by grant, gift, devise or bequest,
      in trust, to be used for religious, educational or
      charitable purposes in accordance with the terms and
      conditions of said trusts;

  (c) prosecute and defend litigation on behalf of the Diocese's
      bankruptcy estate, including the more than 130 cases filed
      prepetition against the Diocese under the Delaware Child
      Victim's Act;

  (d) pursue the sale or other disposition of the Diocese's
      assets for the benefit of its bankruptcy estate;

  (e) pursue confirmation of a plan of reorganization and
      approval of the corresponding solicitation procedures and
      disclosure statement;

  (f) prepare on behalf of the Diocese necessary applications,
      motions, answers, orders, reports and other legal papers;

  (g) appear in the Court, the Delaware Superior Court, and any
      other tribunal or proceeding, as necessary to protect the
      interest of the Diocese;

  (h) continuing to provide legal advice and legal services with
      respect to employment, benefits, insurance, real estate,
      litigation and other general non-bankruptcy matters for
      the Diocese; and

  (i) perform all other legal services for the Diocese, which
      may be necessary and proper.

In accordance with Section 330(a) of the Bankruptcy Code, Young
Conaway will be paid on an hourly basis, plus reimbursement of
actual, necessary expenses and other charges incurred in
connection with its retention.  The principal attorneys and
paralegal presently designated to represent the Diocese and their
current standard hourly rates are:

         Professional                 Rate
         ------------                 ----
         James L. Patton              $800
         Robert S. Brady              $610
         Anthony G. Flynn             $450
         Neilli M. Walsh              $400
         Timothy J. Houseal           $400
         Maris J. Finnegan            $310
         Mary F. Dugan                $300
         Patrick A. Jackson           $295
         Jennifer M. Kinkus           $290
         Tom Hartzell, paralegal      $175
         Troy Bollman, paralegal      $135

Reverend Monsignor J. Thomas Cini, the Diocese's secretary and
vicar general of administration, discloses that prior to the
Petition Date, it was Young Conaway's practice to provide the
Diocese with a 20% discount on its standard hourly rates, or in
certain instances, to match the rates approved by the Diocese's
insurers.  He tells the Court that Young Conaway has agreed to
continue to provide the discount to the Diocese postpetition.

Msgr. Cini says that Young Conaway has represented the Diocese in
connection with preparation for a potential bankruptcy filing.  On
July 17, 2009, Young Conaway received a general security retainer
for $850,000 as security for fees and expenses incurred.  As of
the Petition Date, Young Conaway applied $400,000 of the Retainer
to satisfy outstanding balances.  The remaining $450,000 will
constitute a general retainer as security for postpetition
services and expenses, which will be applied to fees and expenses
initially incurred in the bankruptcy case until exhausted.

Young Conaway represented the Diocese prepetition in the CVA cases
for which the Diocese was entitled to a defense paid for by
Lloyd's under the Policies.  Pursuant to the Policies, the costs
of defending a claim are paid by Lloyd's without regard to the
applicable limits of indemnity coverage under the policies.
Payments of defense costs under the Policies do not reduce the
amount of coverage available to settle claims or satisfy
judgments.

Prior to the Petition Date, Young Conaway routinely had been paid
by Lloyd's to defend the Diocese in the cases covered by the
Policies, and Young Conaway issued approximately 50 invoices to
Lloyd's, which remain unpaid.  Hence, the Diocese ask the Court to
authorize Lloyd's to pay Young Conaway.

Robert S. Brady, Esq., a partner at Young Conaway, assures Judge
Sontchi that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                  About the Diocese of Wilmington

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

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

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


CERUS CORP: Posts $5.6 Million Net Loss in Q3 2009
--------------------------------------------------
Cerus Corporation has filed its quarterly report on Form 10-Q for
the three-month period ended September 30, 2009.

The Company reported a net loss of $5.6 million on total revenue
of $4.8 million for the third quarter ended September 30, 2009,
compared with a net loss of $7.8 million on total revenue of
$3.9 million in the same period in 2008.

Product revenue increased $1.5 million to $4.6 million during the
three months ended September 30, 2009, compared to $3.1 million
during the comparable period in the prior year.  The Company
recognized $247,000 of revenue from government grants and
cooperative agreements for the three months ended September 30,
2009, compared to $787,000 for the comparable period in 2008.

At September 30, 2009, the Company had cash, cash equivalents and
short-term investments of $22.7 million.  Net cash used in
operating activities was $11.9 million for the nine months ended
September 30, 2009, compared to $28.1 million during the
comparable period in 2008.

Net cash provided by investing activities during the nine months
ended September 30, 2009, was $8.8 million compared to
$22.4 million during the comparable period in 2008.

Net cash provided by financing activities during the nine months
ended September 30, 2009, was $12.2 million compared to cash
provided by financing activities of $1.4 million for the same
period in 2008.  The increase in cash provided from financing
activities in the nine months ended September 30, 2009, was
primarily related to net proceeds of approximately $12.1 million
from the Company's August 2009 registered direct offering of
6.0 million units, where each unit sold consisted of one share of
common stock and a warrant to purchase 4/10 of a share of common
stock.

Working capital decreased to $21.3 million at September 30, 2009,
from $29.1 million at December 31, 2008, primarily due to lower
inventory and accounts receivable balances at September 30, 2009.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $43.0 million in total assets, $17.2 million in total
liabilities, and $25.8 million in total shareholders' equity.

A full-text copy of the Company's consolidated financial
statements for the three month period ended September 30, 2009, is
available for free at http://researcharchives.com/t/s?4989

                       Going Concern Doubt

Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about Cerus Corporation's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the years ended December 31, 2008, and 2007.  The
auditors pointed to the Company's recurring operating losses and
negative cash flows from operting activities frominception through
December 31, 02008.

                     About Cerus Corporation

Cerus Corporation (NASDAQ: CERS) -- http://www.cerus.com/-- is a
biomedical products company focused on commercializing the
INTERCEPT Blood System to enhance blood safety.  The INTERCEPT
Blood System is designed to inactivate blood-borne pathogens in
donated blood components intended for transfusion.  Cerus
currently markets the INTERCEPT Blood System for both platelets
and plasma in Europe, Russia, the Middle East and selected
countries in other regions around the world.  The INTERCEPT red
blood cell system is currently in clinical development.


CHAMPION HOME: Chapter 11 Filing Cues Moody's Rating Cue to 'D'
---------------------------------------------------------------
Moody's Investors Service lowered Champion Home Builders Co.'s
Probability of Default to D from Caa3 and its Corporate Family
Rating to Ca from Caa3 following the recent announcement by
Champion Enterprises, Inc. that it and its domestic operating
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.  Champion Enterprises,
Inc., is a holding company that conducts its operations though
Champion Home Builders Co. and its subsidiaries.  The company's
operations in the United Kingdom and Canada were not included in
and will not be impacted by the filing.  Subsequent to this rating
action Moody's will withdraw all of Champion's ratings shortly.

These specific rating actions were taken:

  -- Corporate Family Rating lowered to Ca from Caa3;

  -- Probability of Default Rating lowered to D from Caa3;

  -- $40.0 million senior secured revolving credit facility due
     2010 lowered to Caa3 (LGD2, 26%) from Caa1 (LGD2, 26%);

  -- $43.5 million (originally $60 million) senior secured letter
     of credit facility due 2012 lowered to Caa3 (LGD2, 26%) from
     Caa1 (LGD2, 26%); and,

  -- $45.2 million (originally $200 million) senior secured term
     loan facility due 2012 lowered to Caa3 (LGD2, 26%) from Caa1
     (LGD2, 26%).

The speculative grade liquidity rating remains SGL-4.

The last rating action was on June 30, 2009, at which time Moody's
downgraded the Corporate Family and Probability of Default Ratings
to Caa3.

Champion Enterprises, Inc., headquartered in Troy, MI, is a
producer of manufactured housing, modular homes, and steel-framed
modular buildings and operates 27 manufacturing facilities in
North America and the United Kingdom.  Revenues for the last
twelve month through July 4, 2009, totaled approximately
$682 million.


CHAMPION ENTERPRISES: Obtains Interim Approval of $40MM DIP Loan
----------------------------------------------------------------
Troy, Michigan-based Champion Enterprises, Inc., said the
Honorable Judge Kevin Gross of the U.S. Bankruptcy Court in
Wilmington, Delaware, has approved a package of relief designed to
facilitate and ensure the continued and uninterrupted operation of
Champion's business, as requested.

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

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

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

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

                    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.

On November 15, 2009, Champion Enterprises and its domestic
operating subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Case No. 09-14019).

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.


CHAMPION ENTERPRISES: S&P Cuts Ratings on $180 Mil. Notes to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Champion Enterprises Inc.'s $180 million convertible notes to
'D' from 'C'.  The recovery rating remains unchanged at '6',
indicating S&P's expectations for a negligible recovery (0%-10%)
in the event of payment default.  S&P lowered its corporate credit
and senior secured bank debt ratings to 'D' on Oct. 15, 2009,
after Champion missed interest and principal payments on its rated
senior secured bank debt.  The recovery rating on the senior
secured bank debt remained unchanged at '5'.

Champion and its domestic subsidiaries filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
District of Delaware on Nov. 15, 2009.  The company's U.K.  and
Canadian operations were not included in the bankruptcy filing.
Champion has obtained a $40 million debtor-in-possession credit
facility from certain of its existing lenders.

S&P believes Champion's heavy debt burden, combined with highly
challenging operating conditions (particularly within the housing
segment) and tight credit markets, contributed to operating losses
and caused the company's operations to burn cash.  Champion had
approximately $324 million of debt as of July 4, 2009, including
rated senior secured bank debt totaling $129.8 million and
$180 million of convertible senior notes.  The company had a
$596.4 billion asset base (book value) as of July 4.

Troy, Michigan-based Champion is a leading builder of manufactured
and modular homes in North America, as well as steel-framed
modular buildings in the U.K.

                           Rating List

                          Rating Lowered

                     Champion Enterprises Inc.

                                     To                 From
                                     --                 ----
        Unsecured convertible debs   D                  C
          Recovery rating            6                  6

                     Other Outstanding Ratings

      Champion Enterprises Inc./ Champion Home Builders Co.

               Corporate credit rating       D/--/--

                    Champion Home Builders Co.

                  Senior secured                D
                    Recovery rating             5


CIT GROUP: Delays Quarterly Report; Sees $1.1-Bil. Q3 Net Loss
--------------------------------------------------------------
CIT Group Inc. expects to report net losses attributable to common
shareholders of roughly $1.1 billion and $3.2 billion for the
three and nine months ended September 30, 2009.  The comparable
amounts for the 2008 periods were losses of $300 million and
$2.7 billion.

The results for the nine months ended September 30, 2008, included
a $2.1 billion loss from a Discontinued Operation resulting from
the sale of the Company's home lending business and a $455 million
goodwill and intangible asset impairment charge.

The expected results for the nine months ended September 30, 2009,
which relate entirely to continuing operations, include a
$692 million goodwill and intangible asset impairment charge,
increased provision for credit losses and reduced net interest
revenue, reflective of the Company's liquidity events and the weak
economic environment.

CIT Group was unable to file its Quarterly Report on Form 10-Q for
the period ended September 30, 2009, by the prescribed filing
deadline (November 9, 2009) without unreasonable effort and
expense.  The Company expects to complete and file the Form 10-Q
by the fifth business day following the prescribed date.

CIT Group Inc. and CIT Group Funding Company of Delaware LLC filed
voluntary petitions for relief under Chapter 11 Bankruptcy on
November 1, 2009.  Management, with approval from the Company's
Board of Directors, commenced the voluntary bankruptcy filing
after receiving approval of a proposed prepackaged plan of
reorganization by roughly 90% of the bondholders who voted.  The
voluntary prepackaged bankruptcy is an element of the business
restructuring plan that the Company is executing to restore the
Company's access to liquidity and competitively priced funding to
support its long-term business model.  The restructuring plan and
its related measures are subject to a number of uncertainties and
there can be no assurance that it will be successfully completed.

According to CIT, the time period between the November 1
bankruptcy filing date and the statutory Form 10-Q filing date was
not sufficient for the Company to complete the appropriate level
of due diligence and review with respect to certain accounting and
disclosure matters without unreasonable effort and expense,
particularly in light of multiple work streams and priorities
related to the reorganization.

                        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 Strong Capital Base & Liquidity, Says Chairman
-----------------------------------------------------------------
Ned Kelly, Vice Chairman of Citigroup Inc., on November 11, 2009,
presented at the Bank of America Merrill Lynch 2009 Banking and
Financial Services Conference.  A full-text copy of Mr. Kelly's
November 11, 2009 presentation materials is available at no charge
at http://ResearchArchives.com/t/s?494a

According to Mr. Kelly, the Company continues to execute its
strategy, reducing assets while optimizing value and mitigating
risk.  The Company also has a strong capital base and liquidity,
he said.

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 roughly 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 $45 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 selling assets to repay
the bailout funds.

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


CITIGROUP INC: To Issue 2 Series of Notes; Files Docs with SEC
--------------------------------------------------------------
Citigroup Funding Inc. filed with the Securities and Exchange
Commission a pricing supplement in connection with its offering of
US$4,000,000 principal amount of 12-Month S&P GSCI Precious Metals
Total Return Linked Notes Due December 3, 2010.

A full-text copy of the pricing supplement is available at no
charge at http://ResearchArchives.com/t/s?499d

A full-text copy of the final term sheet is available at no charge
at http://ResearchArchives.com/t/s?499e

Citigroup Funding also seeks to issue 1,310,000 Upturn Notes Based
Upon the Market VectorsTM Gold Miners ETF Due May 25, 2011, at
$10.00 per Note.  Proceeds to Citigroup Funding are expected to
total $12,870,750.

A full-text copy of the pricing supplement is available at no
charge at http://ResearchArchives.com/t/s?499f

On November 11, 2009, Ned Kelly, Vice Chairman of Citigroup Inc.,
presented at the Bank of America Merrill Lynch 2009 Banking and
Financial Services Conference.  A full-text copy of Mr. Kelly's
November 11, 2009 presentation materials is available at no charge
at http://ResearchArchives.com/t/s?494a


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.


COACHWORKS HOLDINGS: Former Employee Gets Relief From Stay
----------------------------------------------------------
WestLaw reports that granting relief from the automatic stay to
permit a former employee of a corporate involuntary debtor and a
related company to pursue his employment-related claims filed in
district court for the purposes of establishing the debtor's
liability, if any, was warranted.  Such relief would not
significantly prejudice the debtor, which contended that the
former employee's complaint failed to state a claim, and the
denial of relief would require the former employee to litigate
essentially identical causes of action in two separate forums.  In
addition, the bankruptcy court lacked jurisdiction over the non-
debtor defendants, making the district court the forum in the best
position to vindicate all of the parties' rights, including their
rights to a jury trial, in one proceeding.  In re Coachworks
Holdings, Inc., --- B.R. ----, 2009 WL 3417569 (Bankr. M.D. Ga.)
(Walker, J.).

Creditors of Coachworks Holdings, Inc., filed an involuntary
Chapter 7 petition (Bankr. M.D. Ga. Case No. 09-51096) against the
company on April 7, 2009.  The case was converted to a Chapter 11
proceeding on July 27, 2009.  The Debtor is represented by:

         Ward Stone, Jr.
         STONE & BAXTER, LLP
         577 Mulberry Street, Suite 800
         Macon, GA 31201
         Telephone (478) 750-9898

Hudson & Marshall in Macon, Ga., auctioned and sold many, if not
all, of the debtor's assets last month at the company's former
Bluebird Wanderlodge Plant in Fort Valley, Ga., and facility
located at 345 West H St., in Colton, Calif.
See http://is.gd/4WZx4


COHARIE HOG: Seeks Access to Cash Collateral, $1.5MM Credit
-----------------------------------------------------------
Coharie Hog Farms, Inc., has asked for permission from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to use
cash collateral in an aggregate amount of $3,000,000 on an interim
basis, and enter into a $1,500,000 Revolving Credit Facility with
Cape Fear Farm Credit, ACA to enable it to pay operational costs
on a timely basis.

To liquidate its swine herd and to obtain the best possible prices
at the least cost to the estate, the Debtor will require the use
of cash collateral securing the Lender and possible additional
funding from the Lender.  The Debtor says that without use of cash
collateral, it will be unable to provide feed and care for its
livestock much less wind down the business in an orderly manner.

The Debtor seeks to use cash collateral during the period from the
Petition Date through the week beginning November 30, 2009.  A
copy of the budget enumerating expenses is available for free at:

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

The Debtor, the founders of the earliest predecessor to the Debtor
-- Lauch Faircloth and Nelson Waters -- and Coharie Hog Farms
Partnership (CHFP) were party to a September 3, 2008 Loan
Agreement with the Lender wherein the Borrowers entered with the
Lender:

     (a) Revolving Line of Credit Note (RLOC) -- which provided
         for advances to Coharie Farms in the lesser amount of
         $45 million.  Total outstanding balance as of the
         Petition Date is $24,672,789 and

     (b) $11,600,000 Term Loan Note.  The aggregate amount
         outstanding on the Term Loan Note totaled $10,675,541.

On March 6, 2007, the Lender also provided the Borrowers a loan
for $2.0 million.  The amount outstanding on Term Loan Two was
$1,342,862.

In May 2006, the Debtor entered into a Loan Agreement with Branch
Banking and Trust Company which provided for a Term Loan of
$5 million, a Reducing Revolver Line of Credit in the maximum
amount of $4.5 million, a Deed of Trust, a Security Agreement, and
other loan documents.

The Debtor said it will deposit postpetition collections into a
deposit account maintained with BB&T on which the Lender would
have a senior lien.  Postpetition payments would be funded out of
the DIP Account.  The Lender's asserted secured interest and lien
in cash collateral is adequately protected by the fact that
proceeds will be used to care and feed the livestock and provide
for transport of the animals for sale.

Cash flow shortfalls are projected to occur as expenses become due
before sales are accomplished.  The Revolver will allow the Debtor
to pay operational costs on a timely basis.  The Revolver will be
needed until the proceeds from the sale of livestock starts
outpacing the expenses of the reduced operation, and the Revolver
will be paid back in full quickly.  A copy of the terms and
conditions of the Revolver is available for free at:

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

               Objection to Use of Cash Collateral

The Bankruptcy Administrator has filed an objection to the
Debtor's request or access to Cash Collateral, saying that it
objects to the request to waive the requirements of Section 345(b)
and Local Rule 2070-1.

The Debtor seeks the waiver of requirements of Section 345(b) and
Local Rule 2070-1 as they relate to the security of deposits.  The
Bankruptcy Administrator says that while the Debtor provides the
test by which Courts determine whether the waiver is applicable,
the Debtor hasn't provided any analysis of this test as it relates
to the Debtor's own case.  According to the Bankruptcy
Administrator, the Debtor has failed to plead why the absence of
such relief on an emergency basis would cause immediate and
irreparable harm to the Debtor's estate.

The Bankruptcy Administrator also objects to:

     -- the Debtor's request to maintain its CHF Corporation Main
        Operating Checking Account.  Upon information and belief,
        there is approximately $2.5 million in uncleared pre-
        petition checks from this account, of which the Debtor is
        seeking authorization to honor approximately $800,000.
        The Bankruptcy Administrator says that it is unclear from
        the Debtor's Pleadings how the Debtor is proposing to
        honor certain outstanding checks and not honor others.  It
        would appear that such a process would be as laborious if
        not more laborious than closing the pre-petition account
        and issuing new checks out of a DIP account;

     -- the Debtor's request for authorization to pay outstanding
        checks because the Debtor has failed to plead with
        sufficient detail why each individual payee is critical to
        the continued and successful operation of the Debtor.
        According to the Bankruptcy Administrator, the Debtor has
        failed to show why such relief is needed on an emergency
        basis in order to prevent immediate and irreparable harm
        to the Debtor.

     -- the Debtor's request for authorization of the sale of
        livestock and personal property, as it relates to the sale
        of personal property of the Debtor.

                     About Coharie Hog Farm

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

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


COMPUTER SYSTEMS: Files in Ohio After Receivership
--------------------------------------------------
Computer Systems Co. filed a Chapter 11 petition on Nov. 13
(Bankr. N.D. Ohio Case No. 09-20802) in Cleveland after
disagreements arose with the state-court receiver appointed at the
insistence of Huntington Bank, the senior secured lender.

Strongsville, Ohio-based Computer Systems Co., also known as CSC
Group is a provider of information management software for health-
care providers.  It says assets were $49.1 million and debt was
$33.9 million at Sept. 30.


CONEXANT SYSTEMS: Gives $100,000 Retention Award to Chittipeddi
---------------------------------------------------------------
Conexant Systems, Inc., reports that on November 11, 2009, the
Compensation and Management Development Committee of its Board of
Directors awarded co-president Sailesh Chittipeddi a $100,000 cash
retention award.  This retention award will be deemed earned one
year from the date of grant.

Earning the award is contingent upon Mr. Chittipeddi's remaining
continuously employed with the Company or one of its subsidiaries
through November 11, 2010.  If his employment with the Company is
terminated, either voluntarily or for "cause", prior to
November 11, 2010, the bonus will not have been earned and he will
pay back the amount of the award net of taxes and withholding. In
the event that the Company terminates his employment for any
reason other than for cause, he will be entitled to the award,
which will be deemed earned immediately.

On October 29, 2009, the Compensation and Management Development
Committee of the Board of Conexant took these actions:

   (1) adopted the Management Incentive Plan and
   (2) granted restricted stock units to its named executive
       officers;

                     Management Incentive Plan

On October 29, 2009, the Committee adopted the Management
Incentive Plan, an annual cash bonus program, for the fiscal year
ending October 1, 2010.  All Named Executive Officers are eligible
to participate in the MIP as well as well as such other employees
as determined by the Chief Executive Officer.  Each eligible
employee, including the Named Executive Officers, is eligible to
receive an annual bonus award based upon the employee's bonus
target, the employee's performance during fiscal 2010, and the
size of an incentive pool that the Committee approves for the
payment of bonuses.  Semi-annually, the Committee, in its sole
discretion, will determine the size of the incentive pool.  In
exercising its discretion to determine the size of the incentive
pool, if any, the Committee will consider all circumstances then
existing that it deems relevant, including, but not limited to,
the achievement of certain fiscal 2010 core operating profit
goals, market conditions, forecasts and anticipated expenses to be
incurred or payable during fiscal 2010. The Committee, in its sole
discretion, may increase or decrease individual awards from the
target levels, based on individual performance and available
incentive pool.

                  Grant of Restricted Stock Units

On October 29, 2009, the Committee approved the making of a grant
of Restricted Stock Units on November 2, 2009, to the Company's
Named Executive Officers.  Mr. Mercer received 425,000 RSUs;
Messrs. Chittipeddi and Scherp, the Co-Presidents, each received
200,000 RSUs; Ms. J. Hu received 175,000 RSUs; and, Mr. M.
Peterson received 125,000 RSUs. The RSUs granted to Messrs.
Mercer, Chittipeddi and Scherp will vest on November 2, 2011; half
of the RSUs granted to Ms. Hu and Mr. Peterson will vest on
November 2, 2010, and the remainder will vest on November 2, 2011.

                      About Conexant Systems

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- has a comprehensive
portfolio of innovative semiconductor solutions which includes
products for Internet connectivity, digital imaging, and media
processing applications.  Outside the United States, the company
has subsidiaries in Northern Ireland, China, Barbados, Korea,
Mauritius, Hong Kong, France, Germany, the United Kingdom,
Iceland, India, Israel, Japan, Netherlands, Singapore, and Israel.

At July 3, 2009, the Company had $399.9 million in total
assets and $561.9 million in total liabilities, resulting in
$161.9 million in shareholders' deficit.


CONEXANT SYSTEMS: Has Deal to Swap $1.7MM in Bond Debt for Equity
-----------------------------------------------------------------
Conexant Systems, Inc., reports that between November 6 and 13,
2009, it entered into exchange agreements with certain holders of
its outstanding 4% Convertible Subordinated Notes due 2026 to
issue an aggregate of 686,187 shares of the Company's common
stock, par value $0.01 per share, in exchange for $1,725,000
aggregate principal amount of the Notes.

The Company is also paying the Holders accrued and unpaid interest
in cash on the Notes exchanged.  The holders of the Notes may
require the Company to repurchase, for cash, all or part of their
Notes on March 1, 2011, at a price of 100% of the principal
amount, plus any accrued and unpaid interest.  The Shares were
issued in transactions that were not registered under the
Securities Act of 1933, as amended, in reliance upon an exemption
from registration provided under Section 3(a)(9) of the Act.  The
Exchanges qualified for the 3(a)(9) exemption because the Shares
and the Notes were both issued by the Company, the Shares were
issued exclusively in exchanges with the Company's existing
security holders and no commission or other remuneration was paid
or given directly or indirectly for soliciting the Exchanges.

                         Quarterly Results

On October 29, 2009, Conexant announced that financial results for
the fourth quarter of fiscal 2009 exceeded the guidance provided
at the beginning of the quarter.  The company also said its
imaging and audio businesses grew 18% on a sequential basis and
accounted for 58 percent of total revenues.

The Company reported net income of $23,456,000 for the fiscal
quarter ended October 2, 2009, from net income of $917,000 for
the fiscal quarter ended October 3, 2008.  The Company reported a
net loss of $5,263,000 for the 12 fiscal months ended October 2,
2009, from a net loss of $300,176,000 for the same period ended
October 3, 2008.

Net revenues were $56,155,000 for the fiscal quarter ended
October 2, 2009, from $81,115,000 for the same period ended
October 3, 2008.  Net revenues were $208,427,000 for the fiscal
quarter ended October 2, 2009, from $331,504,000 for the same
period ended October 3, 2008.

At October 2, 2009, the Company had total assets of $350,850,000
against total liabilities of $469,401,000, resulting in
stockholders' deficit of $118,551,000.  The company ended the
quarter with $125.4 million in cash and cash equivalents, compared
to $123.4 million in the previous quarter.  Fourth fiscal quarter
cash and cash equivalents included the initial proceeds of
$18.4 million from a public offering of common stock that raised a
total amount of $21.2 million.  During the quarter, the company
retired an aggregate amount of $80 million of its senior secured
notes due in November 2010.

On August 24, 2009, Conexant announced the completion of the sale
of its Broadband Access product lines to Ikanos Communications,
Inc., for $54 million.

"For the fourth fiscal quarter, the Conexant team again delivered
performance that exceeded our expectations on all financial
metrics," said Scott Mercer, Conexant's chairman and chief
executive officer.  "Fourth quarter revenues of $56.2 million were
better than the $54 million we anticipated entering the quarter
and increased 10 percent from third quarter revenues of
$50.8 million.  Fourth quarter core gross margin of 60.2 percent
was 40 basis points higher than core gross margin of 59.8 percent
in the previous quarter.  Core operating expenses of $25 million
were lower than the approximately $27 million we anticipated and
compared to $26.8 million in the third quarter.  Core operating
income of $8.8 million was above the $6 million we expected and
compared to $3.6 million in the prior quarter.  Core net income
was $3.5 million, or $0.07 per share, rather than the $0.01 to
$0.02 per share we anticipated entering the quarter.

"In our imaging and audio businesses, where we have focused our
product-development and acquisitions efforts, we delivered fourth
quarter sequential growth of 18 percent," Mr. Mercer said.
"Together, these two businesses accounted for 58 percent of our
total revenues.

"The recent sale of our Broadband Access business represented the
completion of our restructuring strategy, which included the
termination of new investments in wireless networking, the
divestiture of our Broadband Media Processing business, and the
strengthening of our product portfolio with targeted
acquisitions," Mr. Mercer said.  "Conexant today is a company
transformed.  We are now a smaller, more profitable enterprise
focused on delivering operational excellence and innovative
solutions for imaging, audio, embedded-modem, and video
applications.  In each of these areas, we have established
leadership positions.

Conexant expects revenues for the first quarter of fiscal 2010 to
be approximately $60 million.  Core gross margins for the first
quarter are expected to be about 60 percent of revenues.  The
company anticipates that core operating expenses will be
approximately $25 million, which includes reinstatement of
performance-based employee incentive plans.  As a result, the
company expects that first quarter core operating income will be
approximately $11 million, with core net income of approximately
$0.11 per share based on approximately 60 million shares
outstanding.

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

                      About Conexant Systems

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- has a comprehensive
portfolio of innovative semiconductor solutions which includes
products for Internet connectivity, digital imaging, and media
processing applications.  Outside the United States, the company
has subsidiaries in Northern Ireland, China, Barbados, Korea,
Mauritius, Hong Kong, France, Germany, the United Kingdom,
Iceland, India, Israel, Japan, Netherlands, Singapore, and Israel.

At July 3, 2009, the Company had $399.9 million in total
assets and $561.9 million in total liabilities, resulting in
$161.9 million in shareholders' deficit.


CONTINENTAL AIRLINES: Laurence Simmons Joins Board of Directors
---------------------------------------------------------------
The Board of Directors of Continental Airlines, Inc., appointed on
November 13, 2009, a new director, Laurence E. Simmons, to the
Company's Board of Directors, after increasing the total number of
directors constituting the Board from nine to 10.  Mr. Simmons'
term will expire at the 2010 annual meeting of the Company's
stockholders.

In addition, Mr. Simmons was appointed to the Audit Committee of
the Board effective November 13, 2009.

Mr. Simmons will receive the standard compensation for non-
management directors, which is described in the section entitled
"Corporate Governance - Compensation of Non-Management Directors"
in the Company's Annual Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on April 24, 2009.
However, Mr. Simmons did not receive a grant of stock options at
the time of his appointment because the Company's incentive
compensation plan pursuant to which equity awards are granted
expired in October of 2009.

Mr. Simmons founded SCF Partners in 1989 and for nearly two
decades has overseen the investment of more than $1 billion to
build successful energy service and equipment companies.  He
previously was co-founder and partner of Simmons & Company
International.

"We are fortunate to have L.E. join our board," said Larry
Kellner, Continental's chairman and chief executive officer.  "His
financial expertise and knowledge of the energy markets will be of
great value to our company."

"I am pleased to join Larry and the other board members in
welcoming L.E. to the Continental board of directors," said Jeff
Smisek, president and chief operating officer, and chairman and
chief executive officer elect.  "We look forward to the insights
he will bring to our meetings."

Mr. Simmons holds an MBA from Harvard University, and attended the
London School of Economics and the University of Utah.  He
currently serves on the board of Zions Bancorporation and formerly
served on the board of ExpressJet Holdings, Inc.

In addition, Mr. Simmons serves on several civic boards in the
Houston area, including Texas Children's Hospital, where he was
chairman, and the Sam Houston Area Council for the Boy Scouts of
America.   He is a trustee of Rice University, serves as chairman
of Houston Endowment, Inc., and is on the boards of The Methodist
Hospital Research Institute and The Kinkaid School.  Mr. Simmons
also is a member of the Visiting Committee of the Harvard Business
School.

                  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 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  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.


CONTINENTAL AIRLINES: Has Deal to Issue $644MM in Equipment Notes
-----------------------------------------------------------------
Continental Airlines, Inc., Wilmington Trust Company, as
Subordination Agent and pass through trustee under certain pass
through trusts newly formed by the Company, Wells Fargo Bank
Northwest, National Association, as Escrow Agent under certain
escrow agreements, and Wilmington Trust Company, as Paying Agent
under the Escrow Agreements, entered into the Note Purchase
Agreement, dated as of November 10, 2009.

The Note Purchase Agreement provides for future issuance by the
Company of equipment notes in the aggregate principal amount of
$644,437,000 to finance (i) eight Boeing aircraft currently owned
by the Company and (ii) 11 new Boeing aircraft scheduled for
delivery from January 2010 through June 2010.

Pursuant to the Note Purchase Agreement, at the financing of each
Aircraft, the Trustee will purchase Equipment Notes issued under a
Trust Indenture and Mortgage with respect to the Aircraft to be
entered into by the Company and Wilmington Trust Company, as
Mortgagee.

Each Indenture contemplates the issuance of Equipment Notes in two
series:

     -- Series A, bearing interest at the rate of 7.250% per
        annum, and

     -- Series B, bearing interest at the rate of 9.250% per
        annum,

in the aggregate principal amount (once all the Equipment Notes
have been issued) equal to $527,625,000, in the case of Series A,
and $116,812,000, in the case of Series B.

The Equipment Notes will be purchased by the Trustee, using the
proceeds from the sale of Pass Through Certificates, Series
2009-2A, and Pass Through Certificates, Series 2009-2B.

Pending the purchase of the Equipment Notes, the proceeds from the
sale of the Certificates of each Class were placed in escrow by
the Trustee pursuant to an Escrow and Paying Agent Agreement,
dated as of November 10, 2009, among Wells Fargo Bank Northwest,
National Association, Morgan Stanley & Co. Incorporated, Goldman,
Sachs & Co., Credit Suisse Securities (USA) LLC and the Trustee
corresponding to such Class.  The escrowed funds were deposited
with The Bank of New York Mellon under a Deposit Agreement
corresponding to each Class of Certificates.

The interest on the Equipment Notes and the escrowed funds is
payable semiannually on each May 10 and November 10, beginning on
May 10, 2010.  The principal payments on the Equipment Notes are
scheduled on May 10 and November 10 in certain years, beginning on
November 10, 2010.  The final payments will be due on November 10,
2019, in the case of the Series A Equipment Notes, and May 10,
2017, in the case of the Series B Equipment Notes.  Maturity of
the Equipment Notes may be accelerated upon the occurrence of
certain Events of Default, including failure by the Company (in
some cases after notice or the expiration of a grace period, or
both) to make payments under the applicable Indenture when due or
to comply with certain covenants, as well as certain bankruptcy
events involving the Company.  The Equipment Notes issued with
respect to each Aircraft will be secured by a lien on such
Aircraft and will also be cross-collateralized by the other
Aircraft financed pursuant to the Note Purchase Agreement.

The Certificates were registered for offer and sale pursuant to
the Securities Act of 1933, as amended, under the Company's
automatic shelf registration statement on Form S-3 (File No.
333-158781).

                  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 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  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.


COSINE COMMUNICATIONS: Posts $139,000 net Loss in Q3 2009
---------------------------------------------------------
CoSine Communications, Inc., reported a net loss of $139,000 for
the quarter ended September 30, 2009, as compared with a net
income of $2,000 in the same period last year.  There were no
revenues recognized for the three and nine months ended
September 30, 2009 and 2008, respectively.

General and administrative expenses were $170,000 and $169,000 for
the three months ended September 30, 2009, and 2008, respectively.

For the three months ended September 30, 2009 and 2008, interest
and other income was $31,000 and $171,000 respectively.  The
decrease is due to lower interest rates during 2009 as compared to
2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $22.7 million in total assets, $206,000 in total
liabilities, and $22.5 million in total stockholders' equity.

Cash, cash equivalents and short-term investments were
$22.7 million and $23.2 million at September 30, 2009, and
December 31, 2008, respectively.

A full-text copy of the Company's consolidated financial
statements for the three months ended September 30, 2009, is
available for free at http://researcharchives.com/t/s?498b

                       Going Concern Doubt

At September 30, 2009, the Company has an accumulated deficit of
$517 million.  The Company believes that its current redeployment
of assets strategy raises substantial doubt about its ability to
continue as a going concern.

                   About Cosine Communications

CoSine Communications (Pink Sheets: COSN) was founded in 1998 as a
global telecommunications equipment supplier to empower service
providers to deliver a compelling portfolio of managed, network-
based IP and broadband services to consumers and business
customers.  CoSine ceased its customer service operations
effective December 31, 2006.  CoSine's strategic plan is to
redeploy its existing resources to identify and acquire new
business operations.  CoSine's redeployment strategy will involve
the acquisition of one or more operating businesses with existing
or prospective taxable earnings.  This strategy may allow CoSine
to realize future cash flow benefits from its net operating loss
carry-forwards.


COYOTES HOCKEY: NHL & Glendale Work Out New Lease Deal
------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that Garry
Bettman, commissioner of National Hockey League, and official of
Glendale plan to come up with a new lease deal to help secure new
owner for Phoenix Coyotes.

Reworking Phoenix Coyotes' lease at the arena in Glendale is one
possible key to attract new owner, which could help the team's
financial situation, Mr. Sunnuck notes.

                        About Coyotes Hockey

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

As reported by the TCR on November 5, Judge Redfield T. Baum has
approved the sale of the Phoenix Coyotes to the National Hockey
League, which had bought the team to quash a plan by bidder Jim
Balsillie's to move the team to Ontario, Canada.  Coyotes was sent
to Chapter 11 to effectuate a sale by owner Jerry Moyes to Mr.
Balsillie.


CRESCENT BANKING: Defers Payments on Trust Preferred Shares
-----------------------------------------------------------
During the second quarter of 2009, as part of its efforts to
retain and increase its liquidity, Crescent Banking Company
exercised its rights under agreements governing $21.5 million of
trust preferred securities issued by Crescent Capital Trust II,
Crescent Capital Trust III, and Crescent Capital Trust IV, to
defer interest payments.  Accordingly, Crescent Banking hasn't
made any payments to holders of the trust preferred securities
that were due after May 2009.  Crescent Banking says it expects to
continue exercising its right to defer interest payments in 2009
and into 2010.

As of Sept. 30, 2009, Crescent's balance sheet had total
consolidated assets of approximately $1.0 billion and consolidated
stockholders' equity of approximately $12.4 million.  The
company's common stock is currently trading at less than half its
book value.

Crescent Banking Co. is the holding company of Crescent Bank and
Trust Company.  The Bank is based in Georgia and engaged in the
general commercial banking business.

On April 13, 2009, Dixon Hughes PLLC, the Company's independent
auditors, expressed doubt about Crescent Banking's ability to
continue as a going concern.


CRUCIBLE MATERIALS: Wants Feb. 1 Plan Deadline, Has Initial Draft
-----------------------------------------------------------------
Crucible Materials Corporation 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 their time to
solicit acceptances of the Plan until Feb. 1, 2010, and April 1,
2010.

The Debtors relate that they have completed the initial draft of a
Plan of Liquidation providing for the distribution of the net
proceeds of the sale and liquidation of all of the Debtors'
assets.  The Debtors add that they are evaluating the comments
provided by the Creditors Committee.

The Debtors further state that they are in discussion to sell all
or substantially all of their remaining assets to a third party.

The Debtors propose a hearing on the extension to be held on
Nov. 30, 2009, at 2:00 p.m.  Objections, if any, are due Nov. 23,
2009, at 4:00 p.m.

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

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

In September 2009, Crucible sold under 11 U.S.C. Sec. 363 its
compaction metals and research divisions to Allegheny Technologies
Incorporated for $40.95 million at an auction.   It also sold (i)
its specialty metals division located in Syracuse, New York, to
Crucible Industries LLC, for $8 million, and (ii) its service
center in Romeoville, Illinois, to Erasteel Inc., a unit of Eramet
SA, for $2 million.


CRUCIBLE MATERIALS: Terms of Settlement with Steelworkers Union
---------------------------------------------------------------
Crucible Materials Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve the entry
and implementation of a memorandum of agreement with the United
Steelworkers.

The Debtor relate that the settlement agreement will, among other
things:

   1. avoid the need for contested litigation between the
      parties, which would have required a substantial commitment
      of resources by the Debtors, and would necessarily have
      yielded any earlier termination of employee and retiree
      benefits than those to which the USW has voluntarily agreed
      in the context of a consensual resolution;

   2. provide for a certain and orderly termination of the
      benefit plans presently covering USW employees and retirees,
      which will result in immediate and continuing savings of
      $800,000 per month that would otherwise be payable under
      Crucible's self-insured medical benefits; and

   3. provide for the possibility of a limited continuation of
      medical and other benefits to USW-represented retirees
      through a to-be-established VEBA that will mitigate the
      impact of what would otherwise be an immediate cessation of
      benefits for the retirees.

In summary, the settlement agreement provides for:

   a) Crucible to continue all health benefit programs for retiree
      and laid off employees through Nov. 30, 2009, after which
      all health programs will terminate;

   b) The USW consents to the distress termination of the pension
      plan covered by the pension agreement effective June 1,
      1983, between Crucible Materials Corporation Specialty
      Metals Division a-Syracuse and United Steelworkers for
      separate plan, as amended and restated Jan. 1, 2001;

   c) Crucible will pay all accrued but unused vacation within 5
      business days of an order of the Court approving the
      settlement agreement;

   d) All CBA's between Crucible and the USW represented employees
      at the Debtors' former Syracuse facility will be considered
      to have been terminated on the date that the Court enters an
      order approving the settlement agreement;

   e) The USW and Crucible will seek to agree on the amount of the
      general unsecured claim of Crucible retirees, relating to
      loss of retiree benefits for USW-represented retirees, which
      will be submitted to the Court for approval after notice and
      hearing.  If parties are unable to agree on the appropriate
      amount of the said claim, either party may petition the
      Court to determine the appropriate amount of the claim after
      notice and a hearing; and

   f) If requested by the USW, Crucible will make payments to the
      USW for the purpose of establishing a VEBA for the purpose
      of providing retiree medical and life insurance benefits on
      an interim basis after the termination of the benefits by
      the Debtors.  The payments will not exceed the higher of (a)
      300,000, or (b) 30% of the estimated recoveries on the
      retiree claim.  To the extent any payments are made, the
      Debtors will be entitled to credit payments, on a dollar for
      dollar basis, against any amounts that may become payable
      with respect to the retiree claim under a confirmed
      Chapter 11 Plan.

                     About Crucible Materials

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

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

In September 2009, Crucible sold under 11 U.S.C. Sec. 363 its
compaction metals and research divisions to Allegheny Technologies
Incorporated for $40.95 million at an auction.   It also sold (i)
its specialty metals division located in Syracuse, New York, to
Crucible Industries LLC, for $8 million, and (ii) its service
center in Romeoville, Illinois, to Erasteel Inc., a unit of Eramet
SA, for $2 million.


DECODE GENETICS: Files Chapter 11 to Sell Business
--------------------------------------------------
deCODE genetics, Inc., filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the District of Delaware to facilitate
the sale of substantially all of its assets.  deCODE is continuing
to operate its business and manage its properties as a debtor-in-
possession pursuant to Sections 1107 and 1108 of the Bankruptcy
Code.

In recent months, deCODE and its advisors have explored multiple
restructuring alternatives, including the sale of specific
portions of deCODE's operations, the sale or license of its drug
discovery programs, the restructuring of its outstanding
convertible notes and the obtaining of new equity financing.  As a
result of these efforts, deCODE has entered into and filed
concurrently with its Chapter 11 petition an asset purchase
agreement with Saga Investments LLC to sell its Iceland-based
subsidiary Islensk Erfdagreining, and its drug discovery and
development programs.  This agreement, pursuant to Section 363 of
the Bankruptcy Code, is subject to a number of contingencies,
including a competitive bidding procedure and court approval in
accordance with bankruptcy law.  IE conducts deCODE's human
genetics research, manages its population genetics resources and
provides its personal genome scans, DNA-based risk assessment
tests, and genomics services for contract customers.

deCODE expects that if the asset sale is consummated it would be
liquidated pursuant to a plan of liquidation which would be
subject to the approval of the bankruptcy court.  In the event of
a liquidation, any recovery for stockholders of deCODE would be
highly unlikely.

deCODE has also entered into a secured loan agreement with Saga
which, subject to bankruptcy court approval, will provide the
Company with interim financing to fund post-petition operating
expenses.  deCODE expects this debtor-in-possession financing, if
consummated, to allow the delivery of services to deCODE's
customers and clients to continue without interruption during the
bankruptcy process.  Saga's investors include Polaris Venture
Partners and Arch Venture Partners.

deCODE has filed various "first day" motions with the bankruptcy
court to ensure its ability to conduct normal business operations.
This Chapter 11 filing is for deCODE genetics, Inc. only and does
not include IE or deCODE's former U.S.-based subsidiaries deCODE
Biostructures Inc. and Emerald BioSystems Inc., recently sold to
an unrelated third party.

                     Sale to Saga Investments

deCode plans to sell the business for $14 million to Saga
Investments LLC, absent higher and better bids at an auction.
DeCode proposes a Dec. 17 deadline for competing bids, followed by
a Dec. 21 auction and a hearing on Dec. 22 for approval of the
sale.

According to Bill Rochelle at Bloomberg, Saga will provide $11
million in financing for the Chapter 11 case.  The purchase price
includes an exchange for the financing plus $3 million cash at
closing. In addition, Saga is to pay 25 percent from reselling the
assets within two years less $3 million. It will also give DeCode
$7.2 million of its junior preferred stock.

                       About deCODE genetics

deCODE Genetics Inc. is a global leader in analysing and
understanding the human genome.  deCODE has identified key
variations in the sequence of the genome conferring increased risk
of major public health challenges from cardiovascular disease to
cancer, and employs its gene discovery engine to develop DNA-based
tests to assess individual risk of common diseases; to license its
tests and intellectual property to partners; and to provide
comprehensive, leading- edge contract services to companies and
research institutions around the globe.

deCODE's balance sheet at June 30, 2009, showed total assets of
$69.85 million and total liabilities of $313.92 million, resulting
in a stockholders' deficit of $244.07 million.

The Company filed for Chapter 11 on November 16, 2009 (Bankr. D.
Del. Case No. 09-14063).  The petition listed assets of $69.9
million against debt of $314 million. Liabilities include $230
million on 3.5 percent senior convertible notes.


DESERT CENTER RV: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Desert Center RV & Manufactured Home Sales, Inc.
          dba Anza Pines Mobile Home Park
        53651 Highway 371 #3
        Anza, CA 92539

Bankruptcy Case No.: 09-37739

Chapter 11 Petition Date: November 16, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Leonard Pena, Esq.
                  555 W Fifth St 31st Fl
                  Los Angeles, CA 90013
                  Tel: (213) 996-8336
                  Email: lpena@penalaw.com

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

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

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

The petition was signed by Gary Totah, president of the Company.


DEX MEDIA INC: Reports Net Income of $3.7 Million in Q3 2009
------------------------------------------------------------
Dex Media Inc. reported a net income of $3.7 million on net
revenues of $318.6 million for the three months ended September
30, 2009, compared with net income of $6.2 million on net revenues
of $391.2 million in the same period in 2008.

Operating income for the three months ended September 30, 2009,
was $69.4 million, compared to operating income of $119.7 million
for the three months ended September 30, 2008.

For the nine months ended September 30, 2009, the Company reported
net income of $52.2 million on net revenues of $1.02 billion,
compared with a net loss of $1.56 billion on net revenues of
$1.20 billion in the same period in 2008.

Operating income for the nine months ended September 30, 2009, was
$265.9 million, compared to an operating loss of $2.1 billion for
the nine months ended September 30, 2008.  The change to operating
income for the nine months ended September 30, 2009, from
operating loss for the nine months ended September 30, 2008, is
primarily due to the goodwill impairment charges of $2.6 billion
recorded during the nine months ended September 30, 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $8.34 billion in total assets, $6.86 billion in total
liabilities, and $1.48 billion in total shareholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?499b

                       About Dex Media Inc.

Dex Media, Inc., a wholly-owned subsidiary of R.H. Donnelley
Corporation, is the exclusive publisher of the "official" yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and
South Dakota (collectively, the "Dex East States") and Arizona,
Idaho, Montana, Oregon, Utah, Washington and Wyoming
(collectively, the "Dex West States").  The Company is the
indirect parent of Dex Media East LLC and Dex Media West LLC.  Dex
Media East operates the directory business in the Dex East States
and Dex Media West operates the directory business in the Dex West
States.

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.

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)


DEX MEDIA WEST: Reports Net Income of $4.9 Million in Q3 2009
-------------------------------------------------------------
Dex Media West LLC reported a net income of $4.9 million on net
revenues of $181.8 million for the three months ended
September 30, 2009, compared with a net income of $16.1 million on
net revenues of $226.7 million in the same period in 2008.

Operating income for the three months ended September 30, 2009,
was $36.0 million, compared to operating income of $72.5 million
for the three months ended September 30, 2008.

For the nine months ended September 30, 2009, the Company reported
net income of $43.3 million on net revenues of $589.3 million,
compared with a net loss of $771.1 million on net revenues of
$696.3 million in the same period in 2008.

Operating income for the nine months ended September 30, 2009, was
$145.9 million, compared to an operating loss of $1.1 billion for
the nine months ended September 30, 2008.  The change to operating
income for the nine months ended September 30, 2009, from
operating loss for the nine months ended September 30, 2008, is
primarily due to the goodwill impairment charges of $1.3 billion
recorded during the nine months ended September 30, 2008.

                          Balance Sheets

At September 30, 2009, the Company's consolidated balance sheets
showed $4.80 billion in total assets, $3.59 billion in total
liabilities, and $1.21 billion in total shareholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4998

                       About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

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.

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)


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

Case No.: 09-29392

Chapter 11 Petition Date: November 15, 2009

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

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

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

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

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


DOWNEY CREATIONS: Court Orders Liquidation of Inventory
-------------------------------------------------------
In a Chapter 11 Bankruptcy case involving Downey Creations, LLC,
an Indianapolis-based company, the U.S. Bankruptcy Court named
Norman J. Gallivan, Inc., of Indianapolis, to liquidate the
remaining inventory of diamonds, gold and platinum rings, and
other jewelry.  Norm Gallivan, President and CEO of Gallivan, said
"Downey's misfortunes presents a unique opportunity for shoppers
this holiday season, as they will be able to purchase fine
jewelry, engagement rings, bridal sets and precious gems at the
lowest prices anywhere."

The main business of Downey Creations, now closed, was putting on
"trunk shows" with jewelers around the country, offering custom
jewelry to the public.  It is estimated that the inventory has a
retail value of around $6 million - $8 million.  The liquidation
sale is expected to begin this weekend, and continue through the
holidays.

Gallivan -- http://www.njgallivan.com.-- is a leading provider of
asset services to the banking and legal communities, serving the
Midwest U.S. As collateral retention and recovery specialists,
Gallivan appraises and sells personal property and real estate of
all types.

Downey Creations, LLC, filed for bankruptcy on August 11, 2008.


EASTON-BELL SPORTS: Moody's Rates $325 Mil. Secured Notes at'B3'
----------------------------------------------------------------
Moody's Investors Service rated Easton-Bell Sports, Inc., new
$325 million secured notes B3 and affirmed its B3 corporate family
rating and B3 probability of default rating.  At the same time,
Easton-Bell's speculative grade liquidity rating was upgraded to
SGL 3 from SGL 4.  The rating outlook was revised to positive.

The $325 million secured notes plus $115 million of new equity
from its financial sponsors and $99 million of ABL drawings will
be used to repay the existing $270 million term loan and
$140 million senior subordinated notes at par and repurchase
approximately $128 million of the unrated Holdco PIK term loan at
90% of par.  Roughly $105 million of the Holdco term loan will
remain, but the maturity will be extended and the PIK coupon
increased.  The ratings on the Opco term loan and senior
subordinated notes will be withdrawn when they are repaid.

"The positive outlook reflects the company's improved liquidity
profile and increased financial flexibility as a result of lower
financial leverage" said Kevin Cassidy, Senior Credit Officer at
Moody's Investors Service.  The positive outlook also reflects
Moody's view that revenue and profitability in Team sports is
likely to improve going forward as the economy begins to emerge
from the depths of the recession.  The expected improvement in
profitability will in turn result in lower financial leverage.

The upgrade in the speculative grade liquidity rating reflects
Easton-Bell's improved liquidity profile under its new capital
structure.  Highlights of the new capital structure are a
$250 million four year ABL, with about $99 million drawn at close,
and the lack of any maintenance financial covenants.  There is,
however, a 1.1x fixed charge covenant if availability falls below
$30 million.  The liquidity rating is also supported by the lack
of any debt maturities over the next six years and by Moody's
expectation of good operating cash flow for the next 12 months.

The B3 corporate family rating reflects Easton-Bell's relatively
high, albeit decreasing, leverage, weakness in revenues reflective
of double digit volume declines in Team Sports and weak operating
margins principally as a result of unfavorable price mix in
selected segments.  Supporting the B3 rating is Easton-Bell's good
liquidity profile, strong brand names and market position and its
diverse distribution network with limited concentration with any
one customer.

This rating was assigned:

  -- $325 million senior secured notes maturing in 2016 at B3 (LGD
     4, 57%);

This rating was upgraded:

  -- Speculative grade liquidity rating upgraded to SGL 3 from SGL
     4;

These ratings were affirmed:

  -- Corporate family rating at B3;
  -- Probability-of-default rating at B3;

The last rating action was on March 12, 2008, where Moody's
downgraded the corporate family rating to B3 and downgraded the
liquidity rating to SGL 4.

Headquartered in Van Nuys, California, Easton-Bell Sports, Inc.,
was formed through Riddell Bell's acquisition of Easton Sports in
February 2006.  The company is a designer, developer and marketer
of branded equipment that enhances athletic performance and
protection and related accessories for numerous athletic and
recreational activities.  The company's proprietary brands include
Easton, Bell, Giro and Riddell.  Revenue for the twelve months
ended October 4, 2009, was approximately $720 million.


ENDEAVOUR INT'L: To Redeem Portion of Convertible Preferred Stock
-----------------------------------------------------------------
Houston-based Endeavour International Corporation has signed an
agreement to redeem $75 million of its $125 million Series C
Convertible Preferred Stock and amend the terms of the remaining
$50 million outstanding. The redemption and amendment reduces the
current dilution to common shareholders and eliminates the
potential dilution Endeavour common shareholders faced if equity
capital was utilized for value-added growth opportunities.

"We believe the redemption and amendment gives Endeavour
additional simplicity in its capital structure and financial
flexibility to create further avenues for growth by removing the
dilution uncertainty for our common equity," said William L.
Transier, chairman and chief executive officer.  "Endeavour has
not pursued several potential business opportunities due to
concerns about dilution to our common shareholders.  Our
convertible preferred stockholders also recognized the restrictive
impact of the anti-dilution provisions to our growth efforts.  The
ability to accomplish this very positive transaction with our
convertible holders is a strong endorsement of our management team
and the underlying value of Endeavour."

Endeavour's redemption of $75 million will include a $25 million
cash payment and the issuance of a five-year $50 million
subordinated note payable, pre-payable at anytime, bearing cash
interest at an annual rate of 10 percent plus two percent interest
accruing in the balance of the note. It will amortize over a four-
year period beginning in 2011.  The remaining $50 million
outstanding Series C Convertible Preferred Stock has been amended
to reduce the annual dividend rate to 4.5 percent from 8.5
percent, adjust the conversion price to $1.25 per share and
eliminate the previously included anti-dilution provisions.

Endeavour will host a conference call and web cast at 9 a.m.
Central Standard Time and 3 p.m. Greenwich Mean Time on Wednesday,
November 18, 2009, to discuss the terms of the transaction more
fully.  To participate in the conference call, dial the local
country telephone number and the confirmation code 3694365. The
toll-free numbers are 888-708-5691 in the United States and
0-808-101-1402 in the United Kingdom.  Other international callers
should dial 913-312-0962 (tolls apply). To listen only to the live
audio webcast, access Endeavour's home page at
http://www.endeavourcorp.com/ A replay will be available
beginning at 12:00 p.m. Central Time on November 18 through 12:00
p.m. Central Time on November 25 by dialing toll-free 888-203-1112
(U.S.) or 719-457-0820 (tolls apply) (international), confirmation
code 3694365.

Houston, Texas-based Endeavour International Corporation (Amex:
END) (LSE: ENDV) -- http://www.endeavourcorp.com/-- is an oil and
gas exploration and production company focused on the acquisition,
exploration and development of energy reserves in the North Sea
and the United States.


ENERGY FUTURE: Moody's Upgrades Prob. Of Default Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service has upgraded Energy Future Holdings
Corp.'s Probability of Default Rating to Caa2 from Ca.  EFH's Caa1
Corporate Family Rating is affirmed.  EFH's speculative grade
liquidity rating of SGL-3 is affirmed.  The rating outlook remains
negative.

On October 5, 2009, Moody's downgraded the PDR to Ca from Caa1 to
reflect Moody's expectation that EFH's debt exchange offer was
highly likely to be completed, and that the transaction would be
considered a distressed exchange.  The exchange offer expired on
November 10th and less than 10% of the exchange offer was accepted
by holders.  Approximately $357.5 million of debt is expected to
be exchanged for roughly $256.5 million of new debt securities.

"The exchange results, which account for less than 1% of total
consolidated debt is not considered material for default avoidance
and therefore Moody's do not consider this transaction to be a
distressed exchange" said Jim Hempstead, Senior Vice President.
"As a result, Moody's has not recorded a limited default for EFH."

The Caa2 PDR has not been restored to its previous level of Caa1
to reflect Moody's view that the prospect for additional
restructuring activity is highly likely.  The Caa1 CFR and
negative rating outlook reflect Moody's concerns regarding the
long term sustainability of EFH's business model given its
untenable capital structure.  These concerns primarily reflect the
approximately $43 billion of consolidated debt outstanding on the
balance sheet.  Moody's observe that EFH's cash flow generating
ability amounts to less than 5% of total debt outstanding.

In accordance with Moody's Loss Given Default methodology, the
ratings and LGD assessments for EFH, Energy Future Intermediate
Holdings Company and Texas Competitive Electric Holdings are:

EFH's new $0.1155 billion 9.75% Sr. Secured Notes due 2019 and
EFIH's (and EFIH Finance) new $0.1411 billion 9.75% Sr. Secured
Notes due 2019 are assigned a Caa3 rating, LGD5 (78%).  The Caa3
rating reflects the generally senior unsecured nature of the cash
flows available to meet these debt service obligations.  Moody's
include EFIH as part of the EFH family and reflect no rating
benefit associated with the rate-regulated T&D utility operations
at Oncor or the security interests in Oncor's parent
organizations.  Prospectively, Moody's incorporate a view that the
debt outstanding at EFIH will increase over the near-term, most
likely due to additional potential restructuring activities
throughout the EFH family.

EFH's $0.7398 billion 6.50% Series Q Senior Notes due 2024 have
been upgraded to Caa3, LGD 5 (78%) from Ca, LGD4 (54%) and the
$0.7443 billion 6.55% Series R Senior Notes due 2034 were also
upgraded to Caa3, LGD 5 (78%) from Ca, LGD4 (56%).

EFH's $0.9827 billion 5.55% Series P Senior Notes due 2014 are
affirmed at Caa3 and their LGD assessment has been revised to LGD
5 (78%) to LGD3 (31%).

EFH's $2.6383 billion 11.25% / 12.00% PIK senior Toggle Notes due
2017 are affirmed at Caa3 and their LGD assessment has been
revised to LGD 5 (78%) from LGD 3 (36%) while EFH's $1.831 billion
10.875% Senior Notes due 2017 are affirmed at Caa3 and their LGD
assessment has been revised to LGD 5 (78%) from LGD2 (27%).
Historically, Moody's provided a one-notch rating benefit to these
securities to reflect the simple payment guarantee associated with
EFIH and their ownership interests in Oncor.  Moody's no longer
ascribe this benefit, in part due to the modest increase in
capital structure complexity associated with the collateral that
EFIH is now providing to benefit the new 9.75% senior secured
notes at both EFH and EFIH.

TCEH's $2.9441 billion 10.25% Senior Notes due 2015 and the
$1.9128 billion 10.25% Senior Notes due 2015, Series B are
affirmed at Caa2 and their LGD is revised to LGD 4 (50%) from LGD5
(72%).  This concludes the review for possible downgrade initiated
on October 5 because completion of the exchange offer as proposed
would have caused a material shift in the amount of debt that had
a junior priority to these notes in the capital structure.

TCEH's Senior Secured Bank Credit Facilities are upgraded to B1,
LGD 2 (14%) from B2, LGD2 (28%).  The upgrade reflects Moody's LGD
methodology.  The increased probability for a default reflected in
Moody's Caa2 PDR versus the Caa1 CFR results in improved recovery
prospects for these secured lenders over the near-term given their
priority in Moody's liability waterfall assessment.

TCEH's 10.5%/11.25% PIK Toggle Notes are affirmed at Caa2 and
their LGD assessment has been revised to LGD 4 (50%) from LGD 5
(72%).

TCEH's senior unsecured revenue bonds are affirmed at Caa3 and
their LGD assessment has been revised to LGD 4 (64%) from LGD 5
(83%).

EFCH's senior unsecured bonds/debenture are affirmed at Caa3 and
their LGD assessment has been revised to LGD 4 (67%) from LGD 5
(86%).

EFH's rate-regulated electric transmission and distribution
utility, Oncor Electric Delivery Company's, Baa1 senior secured
ratings are affirmed.  The rating outlook for Oncor remains
stable.  EFH's SGL-3 rating implies adequate liquidity over the
next twelve months.  In Moody's opinion, liquidity is benefited by
a current large cash balance, meaningful availability under its
existing TCEH credit facilities, no material near-term maturities
until 2014 and a modest capital expenditure plan.

Moody's last rating action for EFH occurred on October 5, 2009,
when EFH's PDR was downgraded to Ca from Caa1.

EFH is a large merchant generation company and retail electric
provider operating in Texas.  EFH is headquartered in Dallas,
Texas.

Downgrades:

Issuer: Energy Future Holdings Corp.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to LGD5,
     78% from a range of LGD3, 36% to LGD2, 27%

Issuer: TXU Corp. (Old)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to LGD5,
     78% from a range of LGD4, 56% to LGD3, 31%

Issuer: TXU US Holdings Company

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
     from Caa2

Upgrades:

Issuer: Brazos River Authority, TX

  -- Revenue Bonds, Upgraded to LGD4, 64% from LGD5, 83%

  -- Senior Unsecured Revenue Bonds, Upgraded to LGD4, 64% from
     LGD5, 83%

Issuer: Energy Future Holdings Corp.

  -- Probability of Default Rating, Upgraded to Caa2 from Ca

Issuer: Sabine River Authority, TX

  -- Senior Unsecured Revenue Bonds, Upgraded to LGD4, 64% from
     LGD5, 83%

Issuer: TXU Corp. (Old)

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa3
     from Ca

Issuer: TXU US Holdings Company

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
     67% from LGD5, 72%

Issuer: Texas Competitive Electric Holdings Co LLC

  -- Senior Secured Bank Credit Facility, Upgraded to a range of
     B1, LGD2, 14% from a range of B2, LGD2, 28%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
     50% from LGD5, 72%

  -- Senior Unsecured Sec.  Lease Oblig.  Bond, Upgraded to a
     range of Caa2, LGD4, 50% from a range of Caa3, LGD5, 86%

Issuer: Trinity River Authority, TX

  -- Senior Unsecured Revenue Bonds, Upgraded to LGD4, 64% from
     LGD5, 83%

Assignments:

Issuer: EFIH Finance Inc.

  -- Senior Secured Regular Bond/Debenture, Assigned a range of 78
     - LGD5 to Caa3

Issuer: Energy Future Holdings Corp.

  -- Senior Secured Regular Bond/Debenture, Assigned a range of 78
     - LGD5 to Caa3

Confirmations:

Issuer: Texas Competitive Electric Holdings Co LLC

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Caa2


FAIRPOINT COMMS: U.S. Trustee Names 5 to Creditors Committee
------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appointed
five members to the Official Committee of Unsecured Creditors of
FairPoint Communications, Inc., and its debtor affiliates.

The members of the Creditors Committee are:

  (1) U.S. Bank National Association, as Indenture Trustee
      One Federal Street
      Boston, Massachusetts
      Tel. No.: (617)603-6430
      Attn: Robert Butzier

  (2) International Brotherhood of Electrical Workers
      21 Gabriel Drive
      Augusta, Maine
      Tel. No: (207)623-2901
      Attn: Peter McLaughlin

  (3) National Exchange Carrier Association, Inc.
      80 South Jefferson Road
      Whippany, New Jersey
      Tel. No: (973)884-8235
      Attn: Tracy E.J. Saltenberger

  (4) Occam Networks, Inc.
      6868 Cortona Drive
      Santa Barbara, California
      Tel. No. (805)692-2900
      Attn: Jeanne Seeley

  (5) J.C. Zampell Construction, Inc.
      9 Stanley Tucker Drive
      Newburyport, Massachussettes
      Tel. No: (978)499-5125
      Attn: Michael E. Cullen

                  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: Sec. 341 Meeting Scheduled for Nov. 30
-------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
the creditors of FairPoint Communications Inc. and its debtor
affiliates on November 30, 2009, at 1:30 p.m. Eastern Time at 80
Broad Street, in New York.

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

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


FAIRPOINT COMMS: Won't File Plan Before November 23
---------------------------------------------------
The Ad Hoc Committee of certain holders of 13-1/8% Senior Notes
due April 1, 2018 and 13-1/8% Senior Notes due April 2, 2018,
issued by FairPoint Communications, Inc., withdrew without
prejudice its motion for the appointment of an examiner in the
Debtors' bankruptcy cases.

The withdrawal stems from the Ad Hoc Committee entering into a
stipulation with the Debtors for the resolution of their
disputes.

The Ad Hoc Committee tells the Court that for the purpose of
fostering and engaging in discussions relating to the Debtors'
plan of reorganization, they entered into a stipulation with the
Debtors and Bank of America, N.A., whereby the parties agree
that:

  (a) The Ad Hoc Committee will withdraw the Examiner Motion and
      the Examiner Motion is withdrawn, without prejudice to the
      right of the Ad Hoc Committee to re-file the Examiner
      Motion, subject to certain terms;

  (b) The Ad Hoc Committee will not re-file the Examiner Motion
      prior to November 20, 2009.  A hearing on the Examiner
      Motion, in the event that it is re-filed on or before
      November 21, 2009, will be held on December 2, 2009 at
      10:00 a.m., Prevailing Eastern Time.  The deadline to
      object or respond to the Examiner Motion, in the event
      it is re-filed on or before November 21, 2009, will be
      November 24, 2009, at 5:00 p.m. Prevailing Eastern Time;

  (c) The Debtors will not file a Plan or Disclosure Statement
      before November 23, 2009;

  (d) The Final DIP Hearing will be adjourned to December 2,
      2009, at 10:00 a.m. Prevailing Eastern Time.  The DIP
      Hearing is currently scheduled for November 18; and

  (e) The Ad Hoc Committee will file no objection or response to
      the DIP Motion before November 20, 2009.  The Ad Hoc
      Committee is then given only until November 20, 2009, at
      5:00 p.m. Prevailing Eastern Time to file a response or
      object to the DIP Motion.

                  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)


FJN PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: FJN Properties, LLC
        648 Route 32 North
        New Paltz, NY 12561

Bankruptcy Case No.: 09-38180

Chapter 11 Petition Date: November 16, 2009

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

Debtor's Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.net

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

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

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

The petition was signed by Frank J. Natoli, president of the
Company.


FLEXTRONICS INTERNATIONAL: Moody's Holds 'Ba1' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed Flextronics International
Ltd.'s corporate family, probability of default and senior
unsecured term loan (Ba1), senior subordinated notes (Ba2) and
speculative grade liquidity (SGL-1) ratings, and changed the
outlook to stable from negative.

The outlook revision to stable reflects Flextronics' improvement
in operating performance, increase in year-over-year gross cash
flow generation, good execution on vertical program penetration,
as well as an improved demand environment, which Moody's expect to
continue.  It also considers the company's good progress on debt
repayment, cost reductions and working capital management.
Operating margin (Moody's adjusted) in the September quarter
increased sequentially to a more normalized 2.2% from 1.1% in the
June quarter and -2.2% (trough) in the March quarter due to cost
savings from restructuring initiatives and ramp of higher margin
vertical mandates with new and existing customers.  During the
downturn and recent recovery, the company benefited from OEM
supply chain consolidation as some customers transitioned several
programs from financially weaker EMS players to Flextronics.
Additionally, top ten client concentration has continued to
decline and exposure to weaker customers substantially reduced.
Flextronics has demonstrated relatively good performance in its
notebook and industrial/automotive/medical segments, which helped
to offset year-over-year weakness in consumer digital,
infrastructure and mobile.

The improved rating outlook also anticipates that gross margin
expansion will be supported by better product mix and higher
capacity utilization levels.  The continued ramp of higher margin
programs, gradual broad-based segment recovery and completion of
the restructuring program should produce a steady upturn in
operating results and lead to solid free cash flow generation.

The Ba1 corporate family rating is supported by Flextronics'
market leadership status as a preferred Tier 1 EMS provider,
global scale, diversity and size as the largest North American EMS
player.  The rating also reflects a strong liquidity position
(rated SGL-1) bolstered by roughly $2.0 billion in cash (as of
September 2009), strong FCF generation, full access to its
$2.0 billion revolver and improved working capital management.  It
also incorporates the benefits derived from the secular OEM
outsourcing trend; Flextronics' global manufacturing footprint
with facilities located in low labor cost regions and near OEM
customer sites; product, geographic and end market diversity; and
a focus on vertical capabilities, design/product development,
mechanical engineering and end-to-end solutions as well as
emerging EMS segments with high margin/low volume characteristics
(e.g., automotive, medical and industrial).

The rating is constrained by the risks associated with the
volatility that has historically plagued the EMS industry, which
include limited demand visibility, high customer concentration
(albeit declining) and elevated fixed costs associated with
Flextronics' vertical operations.  It also reflects the inherent
challenges that Flextronics faces in managing a global business.
Additionally, the Ba1 CFR captures past volatility in operating
performance, low ROA, and temporary spikes in Moody's adjusted
leverage due to Flextronics' use of A/R securitizations to boost
cash flow.  Furthermore, the rating takes into account the
company's mid-single digit gross margins, and Moody's expectation
for some near-term margin pressure in Flextronics'
computing/storage, networking and telecom segments as global
demand recovers slowly, Asian competition increases and OEM
consolidation negatively impacts volumes.

These ratings were affirmed:

* Corporate Family Rating -- Ba1

* Probability of Default Rating -- Ba1

* $ 1.7 Billion (originally $1.75 Billion) Senior Unsecured Term
  Loan due October 2014 -- Ba1 (LGD-3, 48%)

* $302 Million (originally $500 Million) Senior Subordinated Notes
  due November 2014 -- Ba2 (LGD-5, 90%)

* $300 Million (originally $400 Million) Senior Subordinated Notes
  due May 2013 -- Ba2 (LGD-5, 90%)

* Speculative Grade Liquidity Rating -- SGL-1

The last rating action was on October 2, 2007, when Moody's
confirmed Flextronics's Ba1 CFR and revised the outlook to
negative, which concluded the review for possible downgrade
initiated June 4, 2007.

Flextronics, headquartered in Singapore with its main U.S. offices
in San Jose, California, is one of the largest global providers of
contract electronics manufacturing services to original equipment
manufacturers.  The company's primary areas of focus are
telecommunications equipment, enterprise and personal computing,
and mobile and consumer digital markets.  Revenues and EBITDA
(Moody's adjusted) for the last twelve months ended October 2,
2009 were $25.4 billion and $1.2 billion, respectively.


FONTAINEBLEAU LV: Case Conversion Hearing Moved to December 15
--------------------------------------------------------------
Fontainebleau Las Vegas LLC has reached a deal with an ad hoc
group of term lenders extending the hearing on the latter's
request for conversion of the Debtors' Chapter 11 bankruptcy cases
to Chapter 7, until the afternoon of December 15, 2009, at
3:00 p.m.  The hearing will be an evidentiary hearing.

Consequently, however, the Clerk of the Court issued a notice of
cancellation of the December 15 hearing.  The Clerk said the
hearing will be reset to a later date by the Court.

The Term Lender Steering Group asked for the conversion, as no
meaningful progress has been made, leaving no likelihood of
rehabilitation.

Michael I. Goldberg, Esq., at Akerman Senterfitt, in Miami,
Florida, relates the Debtors own an unfinished 63-story casino
resort in Las Vegas.  However, according to the term lenders
group, "With completion of the project not possible, a sale of the
project to a third party and liquidation of the remaining assets
is the only viable course to realize any meaningful value for
creditors."

The term lenders noted that the Debtors pinned their hopes for
reorganization on the success of litigation against the revolving
lenders but those hopes were dealt a major setback when the
district court, denied the Debtors' partial motion for summary
judgement.

The term lenders have noted that the Chapter 11 reorganization has
already depleted more than $16 million of their cash collateral.

                   About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Chapter 11 Cases Stay in South Florida
--------------------------------------------------------
After Bankruptcy Court denied the Motion to Transfer Chapter 11
Cases from Florida to Nevada filed by certain purported holders of
mechanics' and materialmen's liens -- the "M&M Lienholders," and
joined in by certain other purported holders of mechanics' liens
-- the Court reserved ruling on the location of the Debtors'
principal place of business during the 180 day period immediately
preceding the commencement of the Chapter 11 cases until after
the evidentiary hearing held on September 9, 2009.

Following the evidentiary hearing, the Court received proposed
orders in the form of memorandum opinions from both the Debtors
and the moving parties and commends all counsel involved for
their excellent and persuasive presentations.

Judge A. Jay Cristol points out that venue in bankruptcy cases is
authorized in many different places.  The site of the principal
asset of the debtor does not control.  Almost daily, cases with
major assets all over the United States, in fact all over the
world, are appropriately filed in Delaware and Southern New York.
The law favors the venue selection of the debtor, Judge Cristol
relates.

Judge Cristol relates that the Court must decide if it should
favor form over substance.  Clearly, if the Tier A casino hotel
resort -- the "Project" -- was encompassed by only one
corporation and its offices and the decision-makers were located
in southern Florida, there would be no issue to decide.  Because
of the complex corporate structure involving multiple
corporations, the Lienholders argue that the venue decision
should be based on the tip of the spear -- the discrete
corporation and its asset, officers and employees located in
Nevada -- and should ignore the power holding the handle of the
spear, and directing and controlling it.

The simple fact of the matter is that the idea for the Project
came from Florida, the initial money invested came from Florida,
borrowings for construction were negotiated from Florida and
finally, what went on in Las Vegas was ultimately controlled from
the nerve center in Florida, Judge Cristol explains.

According to Judge Cristol, the evidence presented is essentially
not in dispute.  The simple question is whether control of the
enterprise was in southern Florida.  Accordingly, the Court found
as a matter of fact that it was.

Thus, the Court, having considered the Motion and Debtors'
response, as well as the evidence adduced at the Evidentiary
Hearing, determined that the Lienholders failed to meet their
burden of demonstrating that venue in Florida is improper under
Section 1408 of the Judiciary and Judicial Procedure.  The Court
held that the Debtors' "nerve center" and thus its principal
place of business has always been in southern Florida.

The Chapter 11 cases were, thus, properly commenced in the
Southern District of Florida, and the Motion to Transfer is
denied.

                   About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Contractors, Lienholders Appeal Examiner Order
----------------------------------------------------------------
In separate filings, holders of contractor claims, and purported
holders of mechanics' and materialmen's liens in Fountainebleau
Las Vegas' cases took an appeal to the United States District
Court for the Southern District of Florida from the Order
Appointing Examiner to Examine, Negotiate and Supervise Section
363 Sale of Assets, entered on October 14, 2009, by Judge A. Jay
Cristol of the United States United States Bankruptcy for the
Southern District of Florida.

The Contractor Claimants are:

  * Desert Fire Protection, a Nevada Limited Partnership,
  * Bombard Mechanical, LLC,
  * Bombard Electric, LLC,
  * Warner Enterprises, Inc. dba Sun Valley Electric Supply Co.,
  * Absocold Corporation dba Econ Appliance,
  * Austin General Contracting,
  * Powell Cabinet and Fixture Co.,
  * Safe Electronics, Inc,
  * SAMFET, and
  * Union Erectors, LLC

The M&M Lienholders are:

  * Architectural Materials, Inc., dba AMI Hospitality, Inc.,
    and its subsidiary
  * Peregrine Installation Co.,
  * Collings Interiors, LLC,
  * Commercial Roofers, Inc.,
  * Conti Electric, Inc., Door-Ko, Inc.,
  * Eberhard Southwest Roofing, Inc.,
  * EIDS Steel Company, LLC,
  * Gallagher-Kaiser Corp.,
  * Geo-Cell Solutions, Inc.,
  * JS&S, Inc.,
  * L.A. Nevada, Inc., dba G&G Systems,
  * LVI Environmental of Nevada, Inc.,
  * Marnell Masonry, Inc.,
  * Mechanical Insulation Specialists,
  * Midwest Drywall Co., Inc.,
  * Midwest Pro Painting, Inc.,
  * Modernfold of Nevada, LLC,
  * Paramount Management Enterprises,
  * Southern Nevada Paving, Inc.,
  * Universal Piping, Inc.,
  * W&W Steel LLC of Nevada, and
  * West Edna & Associates, dba Mojave Electric.

                   About Fontainebleau Las Vegas

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

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

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

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


FORD MOTOR: Reports $997 Million Net Income in 2009 Third Quarter
-----------------------------------------------------------------
Ford Motor Company has filed its quarterly report on Form 10-Q for
the three month period ended September 30, 2009.

Worldwide net income attributable to Ford Motor Company was
$997 million or $0.29 per share of Common and Class B Stock in the
third quarter of 2009, an improvement of $1.2 billion from a net
loss attributable to Ford Motor Company of $161 million or $0.07
per share of Common and Class B Stock in the third quarter of
2008.

Total sales and revenues were $30.9 billion in the third quarter
of 2009, compared with $31.7 billion in the third quarter of 2008.

Automotive sales were $27.9 billion in the third quarter of 2009,
compared with $27.7 billion in the third quarter of 2008.
Financial Services revenues were $3.0 billion in the third quarter
of 2009, compared with $4.0 billion in the third quarter of 2008.

Total Company income before income taxes was $1.2 billion in the
third quartter of 2009, compared with a loss before income taxes
of $573 million in the third quarter of 2008:

                                   2009               2008
                              --------------     --------------
  Automotive sector             $545 million     ($732 million)
  Financial Services sector      670 million       159 million
    Total Company             $1,215 million     ($573 million)

                    First Nine Months Results

Worldwide net income attributable to Ford Motor Company was
$1.8 billion or $0.61 per share of Common and Class B Stock in the
first nine months of 2009, an improvement of $10.6 billion from a
net loss attributable to Ford Motor Company of $8.8 billion or
$3.94 per share of Common and Class B Stock in the first nine
months of 2008.

Total sales and revenues were $82.9 billion in the first nine
months of 2009, compared with $116.1 billion in the first nine
months of 2008.

Automotive sales were $73.2 billion in the first nine months of
2009, compared with 103.98 billion in the first nine months of
2008.  Financial Services revenues were $9.6 billion in the first
nine months of 2009, compared with $12.2 billion in the first nine
months of 2008.

Total Company income before income taxes was $2.0 billion in the
first nine months of 2009, compared with a loss before income
taxes of $9.3 billion in the first nine months of 2008:

                                   2009                2008
                              --------------     ----------------
  Automotive sector             $853 million     ($7,149 million)
  Financial Services sector   $1,113 million     ($2,197 million)
    Total Company             $1,966 million     ($9,346 million)

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheet
showed total assets of $203.11 billion, total liabiities of
$210.38 billion, and shareholders' deficit of $7.27 billion.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?49ac

                   Automotive Sector Total Debt

At September 30, 2009, Ford Company's Automotive sector had total
debt of $26.9 billion, compared with $24.2 billion at December 31,
2008.  Automotive sector net debt was $3.1 billion at
September 30, 2009, compared with net debt of $10.8 billion at
December 31, 2008.

Automotive sector net debt is computed by deducting Automotive
sector gross cash from total debt.  Automotive sector gross cash
includes cash and cash equivalents, net marketable securities, and
loaned securities.

                     Ford Credit's Total Debt

At September 30, 2009, Ford Credit's debt was $103.4 billion
compared with $126.5 billion at year-end 2008.

At September 30, 2009, unsecured long-term debt (including notes
payable within one year) was down about $8 billion from year-end
2008, primarily reflecting about $12 billion of debt maturities
and repurchases, offset partially by about $4 billion of new
unsecured long-term debt issuance.  At September 30, 2009, asset-
backed long-term debt (including notes payable within one year)
was down about $10 billion from year-end 2008, reflecting
amortization of asset-backed debt in excess of asset-backed long-
term debt issuance.

                         About Ford Motor

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.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.

Ford Motor Co. carries a long-term issuer default rating of 'CCC',
with a positive outlook, from Fitch Ratings.


GENERAL MOTORS: Edmunds.com Evaluates Post-Bankruptcy Performance
-----------------------------------------------------------------
Edmunds.com, the premier online resource for automotive consumer
information, has determined that shopper consideration and vehicle
prices have risen for General Motors in the U.S. since the company
declared bankruptcy in June of this year, and that typical profit
per vehicle sale is essentially flat.

GM's pricing is at the highest point of the year with an average
MSRP of $33,576 and an average Edmunds.com True Market Value(R) of
$31,968.  However, the Edmunds.com True Market Value(R) Price
Index, which takes into account product mix changes and consumer
incentives, shows little change from June to October, suggesting
that the price hike is not translating into additional profits per
vehicle sold.

GM generally fares better than the industry average in the index;
GM currently scores 107.7 compared with the industry average of
106.9 but the gap between GM and the industry average has been
shrinking in recent months.

"Automakers often gain pricing power with new model
introductions," commented Edmunds.com CEO Jeremy Anwyl. "The trick
is to keep it going as the model ages."

While consumers may not be willing to pay more for GM vehicles,
more of them are showing interest in the Buick, Cadillac,
Chevrolet and GMC brands.

"People are responding more enthusiastically to GM's marketing
messages and new product introductions," commented Edmunds.com
Senior Analyst David Tompkins, PhD.  "For example, we saw Chevy
consideration spike this summer because of the Equinox launch,
even though the company's bankruptcy was all over the headlines at
the time."

"GM's announcement that it will begin to pay off its government
loans earlier than anticipated can only help persuade reluctant
consumers to consider GM vehicles, but loan repayment and any
goodwill derived from it can go only so far," Edmunds.com Senior
Analyst Michelle Krebs reported on AutoObserver.com.  "GM has to
continue launching new vehicles that consumers want.  That will
help them drive unit sales as well as higher prices, bringing home
higher revenues."

                       About Edmunds Inc.

Edmunds Inc. publishes four Web sites that empower, engage and
educate automotive consumers, enthusiasts and insiders.
Edmunds.com, the premier online resource for automotive consumer
information, launched in 1995 as the first automotive information
Web site.  Its most popular feature, the Edmunds.com True Market
Value(R), is relied upon by millions of people seeking current
transaction prices for new and used vehicles.

                      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: New GM Records $1 Bil. Loss for First 83 Days
-------------------------------------------------------------
General Motors Company released on November 16, 2009, preliminary
non-GAAP managerial results for its first 83 days of operation,
providing an initial look at its financial performance since it
began operations as a new company on July 10, 2009.

"We have significantly more work to do, but today's results
provide evidence of the solid foundation we're building for the
new GM.  With a healthier balance sheet and a competitive cost
structure, our focus is on driving top line performance.  We'll
achieve that by winning customers over, one at a time, with
vehicles that deliver performance and value,' said GM President
and CEO Fritz Henderson.

            Preliminary Non-GAAP Managerial Results
                          (In $mil)

                                     "Old GM"           GM
                                    July 1 to       July 10 to
                                   July 9, 2009   Sept. 30, 2009
                                   ------------   --------------
Net revenue                            $1,637           $26,352
Earnings before interest
and taxes (before special items)        (627)             (261)
Net interest                             (209)             (250)
Special items                          79,672              (505)
Earnings before taxes                  78,836            (1,016)
Taxes                                     522              (135)

Total managerial income/(loss)         79,358            (1,151)

Managerial operating cash flow
(before special items, in $bil)         (3.6)              3.3

Global cash and cash-related
Balance (in $bil)                       37.6              42.6

GM posted revenue of $28.0 billion in the third quarter of 2009
(July 1 to Sept. 30, 2009), which was up approximately
$4.9 billion compared to the revenue recognized by General Motors
Corporation, or "Old GM" in the second quarter of 2009.

The improvement was largely attributed to a higher global
seasonally adjusted annual rate (SAAR) of 67.8 million units in
the third quarter, compared to 62.7 million units in the second
quarter of 2009, and GM's stabilizing global share.  In China,
Brazil, India and Russia (BRIC), GM had 13.0 percent of the
combined market share in the third quarter, up 0.2 percentage
points from the second quarter of 2009.

GM's global share was 11.9 percent in the third quarter, up 0.3
percentage points from the first half of the year for Old GM.
GM's U.S. market share in the third quarter was 19.5 percent, flat
in relation to Old GM's U.S. share for the first half of the year.

GM finished the third quarter with U.S. dealer inventories of
approximately 424,000 vehicles; a reduction of approximately
158,000 units from the end of the second quarter.

Contributing to GM's sales in the U.S. was the strong retail
performance of some of its newest vehicles, including the
Chevrolet Camaro and GMC Terrain, as well as the Chevrolet
Equinox, Buick LaCrosse and Cadillac SRX which are generating
higher average transaction prices and higher residual values than
previous model year vehicles.

In other markets around the world, strong consumer appeal for a
number of GM's newest vehicles including the Holden and Chevrolet
Cruze, Daewoo Matiz Creative, Opel/Vauxhall Astra and Chevrolet
Agile are helping to reclaim global share.  In fact, the Astra
recently claimed its first major award by winning the prestigious
Golden Steering Wheel award by the Auto Bild magazine and the
Agile was just elected the 2010 Car of the Year by AutoEsporte
magazine in Brazil.

The China market in particular is proving to be a strong
contributor for the Company's results.  Maintaining a leading
market share position in China, GM and its joint venture partners
continue to see an upward trend, selling more than 478,000
vehicles in the third quarter of 2009, up from approximately
451,000 and 364,000 units in the second and first quarters,
respectively.

                     Managerial Results

After the inclusion of special items, GM's managerial earnings
before tax for the July 10 to September 30 period was a loss of
$1.0 billion.  GM recorded special items for the same period of
$505 million, attributed primarily to dealer restructuring,
attrition-related charges and Delphi.  For the July 10 to
September 30 period, GM posted a managerial loss after-tax of
$1.2 billion.

GM managerial earnings before interest and taxes (EBIT) before
special items for the July 10 to September 30 period was a loss of
$261 million, with GM North America reporting a loss of
$651 million and GM International Operations reporting a profit of
$238 million.  Managerial earnings before interest, taxes,
depreciation and amortization (EBITDA) was $1.5 billion before
special items.

Total structural cost for the Company has been significantly
reduced by the resizing and de-layering of the Company including
salaried and hourly headcount reductions, engineering savings and
volume related savings.  GM structural cost for the period July
10-September 30, 2009, was $9.1 billion.  Structural cost for Old
GM for the period January 1 to July 9, 2009, was $22.0 billion.
For the nine-month period ending September 30, 2008, Old GM had
structural cost of $37.8 billion.

                       Structural Cost

                                "Old GM"                 GM
                        -------------------------    -----------
                          01/01/08      01/01/09       07/10/09
  ($bil)               to 09/30/08   to 07/09/09    to 09/30/09
--------------           -------------------------    -----------
Total Structural Cost       $37.8         $22.0          $9.1

                  Balance Sheet and Cash

For the period July 10 to September 30, GM had positive managerial
operating cash flow before special items of $3.3 billion,
reflecting the favorable working capital impact from production
start up, timing of supplier payments and lower capital spending.
The favorable working capital impact is not expected to repeat
itself in the fourth quarter.  For the period July 1 to July 9,
Old GM had negative operating cash flow of $3.6 billion,
reflecting extremely low production in North America.

As of September 30, 2009, cash and marketable securities totaled
$42.6 billion.  Included in this amount was $17.4 billion held in
escrowed funds from the United States Treasury (UST) and Export
Development Canada (EDC), with $8.1 billion of this amount
allocable for future repayments of the UST and EDC loans,
$2.8 billion for the recently completed Delphi settlement and
$900 million for healthcare in Canada, leaving a remaining escrow
cash balance of $5.6 billion.

In light of improving global economic conditions, stabilizing
industry sales and its healthier cash position, GM announced that
it plans to accelerate repayment of its outstanding $6.7 billion
in UST loans as well as the C$1.5 billion (US$1.4 billion) in EDC
loans ahead of the scheduled maturity date of July 2015.

GM plans to repay the United States, Canadian and Ontario
government loans in quarterly installments from escrowed funds,
beginning next month with an initial $1.2 billion payment to be
made in December -- $1.0 billion to the UST and $192 million to
the EDC -- followed by quarterly payments.  Any escrowed funds
available as of June 30, 2010 would be used to repay the UST and
EDC loans unless the escrowed funds were extended one year by the
UST.  Any balance of funds would be released to GM after the
repayment of the UST and EDC loans.

In addition, the Company has begun to repay the German government
loans, which were extended to support Opel, and had a balance of
EUR900 million, or US$1.3 billion, as of September 30, 2009.  Opel
has already repaid EUR500 million or US$0.7 billion of that in
November, and will repay the remaining EUR400 million or
US$0.6 billion balance by the end of the month.  The cash balance
in Europe as of September 30, 2009, was US$2.9 billion.

GM's total debt as of September 30, 2009, was $17 billion,
including (i) $6.7 billion in U.S. government loans,
(ii) $1.4 billion in Canadian government loans, (iii) $1.3 billion
in German government loans, and (iv) $7.6 billion in other debt
globally.

The $17 billion debt level does not include the UAW or CAW VEBA
notes or preferred stock, which are $2.5 billion, $0.7 billion and
$9 billion.  While GM has reached settlements for the UAW and CAW
VEBAs, the debt associated with the agreements will not be
recognized until all preconditions are met and they become
effective, which will be December 31, 2009, or later.  Prior to
the start of the New GM, total debt of Old GM was $94.7 billion as
of July 9, 2009.

                       Looking Ahead

Globally, GM expects total vehicle industry volume to moderate in
the fourth quarter of 2009, with an estimated SAAR to be
approximately 65.4 million units, down from 67.8 million units in
the third quarter.  Following the expiration of the successful
"Cash for Clunkers" stimulus program in the U.S., which
contributed to GM's strong sales in the third quarter, the Company
anticipates the U.S. industry total vehicle SAAR volume in the
fourth quarter will be approximately 10.7 million units, compared
to 11.7 million units in the third quarter.

Looking ahead to 2010, GM anticipates modest growth, with total
industry volumes estimated at 62 to 65 million units, with a
modest recovery in the U.S. market where the outlook for the 2010
calendar year for total vehicles is estimated at 11-12 million
units.

GM expects to have negative net cash flows in the fourth quarter
of 2009 due to a number of factors including cash outflows
relating to the Delphi settlement of $2.8 billion, the working
capital impact of payment term adjustments of approximately
$2 billion, payments for U.S., Canada, Ontario and Germany
government loans of approximately $2.5 billion and continuing
restructuring cash costs of approximately $1 billion. As a result,
global cash balances at the end of 2009 are expected to be
materially lower than third quarter levels of $42.6 billion.

General Motors Company's chairman, Edward E. Whitacre Jr., in an
interview with The New York Times on November 11, 2009, said GM's
becoming a public company is subject to its financial progress.
He said GM will pay back $6.7 billion in cash to the UST and the
remaining portion of $50 billion that GM borrowed was given to the
Treasury Department in the form of stock, which the government
plans to recoup through a public offering.

Analysts, however, opined that an initial public offering for GM
by the second half of next year is premature, Reuters said.
Specifically, Jerry York, a former GM director, said at the
Reuters Autos Summit in Detroit, that "it's the dumbest thing in
the world to be talking about an IPO right now," Reuters related.
In line with GM's shedding of brands, GM might lose one to two
percentage points of market share from its current level of 19 to
20%, Mr. York added, Reuters noted.

The United Auto Workers commented that it would like for GM to
have an initial public offering sooner rather than later, Reuters
said on November 3, 2009.

                 Updates on Legal Proceedings

In a regulatory filing dated November 16, 2009, Nick S. Cyprus,
vice president, controller and chief accounting officer at GM,
apprised the U.S. Securities and Exchange Commission regarding
update of developments that have occurred in various material
pending legal proceedings to which the Company is a party, other
than ordinary routine litigation incidental to its business.

In connection with the more than 30 California cases consolidated
in the California Superior Court in San Francisco County under the
case captions Belch v. Toyota Corporation, et al. and Bell v.
General Motors Corporation,  oral arguments on the plaintiffs'
motion for class certification and defendants' motion in limine
were heard on April 21, 2009.  The California Court ruled that it
would certify a class.  Defendants' written appeal to the
appropriate California court was denied.  Defendants are preparing
other substantive motions for summary judgment.

The U.S. Court of Appeals for the First Circuit also vacated the
certification of the damages class and remanded to the U.S.
District Court for the District of Maine in the antitrust class
action consolidated for coordinated pre-trial proceedings under
the caption In re New Market Vehicle Canadian Export Antitrust
Litigation Cases for determination of several issues concerning
federal jurisdiction and for reconsideration of that class
certification on a more complete record.  On remand, the
Plaintiffs moved to certify a damages class, and defendants again
moved for summary judgment and to strike plaintiffs' economic
expert.  In July 2009, the District Court granted one of the
Defendant's summary judgment motions, to which the Plaintiffs did
not file an appeal.

In September 25, 2007, a claim was filed in the Ontario Superior
Court of Justice against General Motors of Canada Limited and Old
GM on behalf of a purported class of actual and intended
purchasers of vehicles in Canada claiming that a similar alleged
conspiracy was now preventing lower-cost U.S. vehicles from being
sold to Canadians.  The Plaintiffs have delivered their
certification materials.  A certification hearing has not yet been
scheduled.  No determination has been made that the case may be
maintained as a class action, and it is not possible to determine
the likelihood of liability or reasonably ascertain the amount of
any damages, according to Mr. Cyprus.

Mr. Cyprus reported that on November 12, 2009, GM was served with
an Amended Complaint in a previously pending case in the U.S.
District Court for the Eastern District of Michigan captioned
Dennis Black, Charles Cunningham, Kenneth Hollis and the Delphi
Salaried Retiree Association v. The Pension Benefit Guaranty
Corporation, the US Treasury Departments, The Presidential Task
Force on the Auto Industry, Timothy Geithner, Steve Rattner, Ron
Bloom and General Motors Company.  The Case, brought on behalf of
participants in the salaried pension plan formerly offered by
Delphi, challenges the complex series of events which led to the
termination of the Delphi salaried pension plan and its assumption
by the PBCG with a significant reduction in benefits, and the
allegedly more favorable outcome for unionized employees and
retirees participating in other Delphi plans.

With respect to GM, the Amended Complaint asserts that by reason
of the U.S. Treasury's substantial equity interest in the company,
"we are a government actor and that our actions and those of the
other defendants constituted a violation of the Plaintiff's
constitutional rights because of the difference in outcome for
participants in the Delphi salaried and hourly pension plans
respectively."

The Plaintiffs ask that the District Court order GM to "top up"
Delphi Salaried Plan consistent with its contributions to Delphi's
Union Plan under other agreements or to require the Company to
distribute funds allocated for Delphi pension plans equally
between hourly and salaried plans.  The Plaintiffs also seek an
order directing the Treasury Department and other defendants to
require GM to provide loan assistance, if necessary.  Moreover,
the Amended Complaint seeks compensatory and punitive damages from
Defendants other than GM, and costs and attorneys fees from all
Defendants.

Mr. Cyprus also cited that in the Kruse Technology Partnership
cases, the Plaintiff has said that it believes that its royalty
damages claim against DMAX, Inc., would well exceed $100 million.

GM and the other defendants affiliated with the Company intend to
defend all of the Actions vigorously, according to Mr. Cyprus.

                     Environmental Matters

GM and the Alliance of Automobile Manufacturers, the Association
of International Automobile Manufacturers, Chrysler Group LLC, and
various automobile dealers brought suit for declaratory and
injunctive relief from state regulations imposing stringent
controls on new motor vehicle carbon dioxide emissions.

In January 2009, President Obama directed the U.S. Environmental
Protection Agency to reconsider its disapproval of the California
CO2 standards, and to consider adoption of a national approach to
the regulation of vehicle CO2 emissions that would eliminate any
environmental justification for separate state CO2 standards.  In
May 2009, GM and most of the automotive industry agreed to this
"National Standard" approach and, as part of that Agreement, to
discontinue litigation against the state standards if California
and other states agreed to treat compliance with any new federal
CO2 standards as compliance with their separate state standards.

Under that Agreement, California has commenced rulemaking to
revise its CO2 standards, and the EPA and the National Highway
Traffic Safety Administration have commenced rulemaking to
establish coordinated vehicle CO2 emissions and fuel economy
standards.  All pending litigation against the state standards in
which we are involved has been stayed, and the lawsuits will be
dismissed after California revises its standards according to its
commitments.

California is expected to complete the revision of its standards
in late 2009.  The EPA granted approval of the current California
CO2 standards in June 2009, pursuant to President Obama's
instruction, Mr. Cyprus said.

A full-text copy of New GM's preliminary managerial results for
the period ending September 30, 2009, is available for free
at http://ResearchArchives.com/t/s?498c

            General Motors Company and Subsidiaries
        Unaudited Consolidated Managerial Balance Sheets
                   As of September 30, 2009

Current Assets
Cash and cash equivalents                       $25,092,000,000
Marketable securities                               137,000,000
                                               -----------------
Total cash and marketable securities            25,229,000,000

Restricted cash and marketable securities        17,987,000,000
Accounts and notes receivable, net                6,895,000,000
Inventories                                       9,812,000,000
Assets held for sale                                492,000,000
Equipment on operating leases, net                2,708,000,000
Other current assets and
deferred income taxes                             1,722,000,000
                                               -----------------
Total Current Assets                              64,845,000,000

Non-Current Assets
Equity in net assets of
non-consolidated affiliates                       2,245,000,000
Property, net                                    35,700,000,000
Intangible assets, net                              201,000,000
Deferred income taxers                              557,000,000
Prepaid pension                                     123,000,000
Equipment on operating leases, net                    2,000,000
Restricted cash and marketable securities         2,327,000,000
Other assets                                      1,451,000,000
                                               -----------------
Total Non-current Assets                          42,606,000,000
                                               -----------------
Total Assets                                    $107,451,000,000
                                               =================

Current Liabilities
Accounts payable (principally trade)            $20,213,000,000
Short-term debt and current portion
of long-term debt                                12,842,000,000
Liabilities held for sale                           492,000,000
Post-retirement benefits
other than pensions                               1,625,000,000
Accrued expenses                                 24,575,000,000
                                               -----------------
Total Current Liabilities                        59,747,000,000

Non-current liabilities
Long-term debt                                    4,197,000,000
Post-retirement benefits
other than pensions                              30,077,000,000
Pensions                                         27,549,000,000
Other liabilities
and deferred income taxes                        14,035,000,000
                                               -----------------
Total Non-current Liabilities                    75,858,000,000
                                               -----------------
Total Liabilities                                135,605,000,000

Commitments & Contingencies
Preferred stock                                   2,500,000,000

Deficit
Old GM
Preferred stock                                               -
Preference stock                                              -
Common stock                                                  -
General Motors Company
Common stock                                          5,000,000
Capital surplus                                  17,512,000,000
Retained earnings                               (13,011,000,000)
Accumulated other comprehensive loss            (35,557,000,000)
                                               -----------------
Total Stockholders' Deficit                      (31,051,000,000)
Non-controlling interests                            397,000,000
                                               -----------------
Total Deficit                                    (30,654,000,000)
                                               -----------------
Total Liabilities and Deficit                   $107,451,000,000
                                               =================

            General Motors Company and Subsidiaries
   Unaudited Consolidated Managerial Statement of Operations
              From July 10 to September 30, 2009

Net Sales and Revenue
Sales                                           $26,274,000,000
Other revenue                                        78,000,000
                                              -----------------
Total Net Sales and Revenue                      26,352,000,000

Costs and Expenses
Cost of sales                                    24,765,000,000
Selling, general and administrative expense       2,653,000,000
Other expenses, net                                 (17,000,000)
                                               -----------------
Total costs and expenses                         27,401,000,000
                                               -----------------
Operating Loss                                    (1,049,000,000)

Equity in income (loss) of GMAC                                -
Interest expense                                    (356,000,000)
Interest income and other
non-operating income, net                           334,000,000
Gain (loss) on extinguishment of debt                          -
Reorganization gains, net                                      -
                                               -----------------
Income (loss) before
income taxes & equity income                     (1,071,000,000)
Income tax expense (benefit)                         135,000,000
Equity income, net of tax                            212,000,000
                                               -----------------
Managerial net income (loss)                        (994,000,000)
Less: managerial net income (loss)
attributable to non-controlling interests          (157,000,000)
                                               -----------------
Managerial net income (loss) attributable
to stockholders                                  (1,151,000,000)
Less: accumulated preferred dividends                146,000,000
                                               -----------------
Managerial net income (loss) attributable
to common stockholders                          ($1,297,000,000)
                                               =================

            General Motors Company and Subsidiaries
   Unaudited Consolidated Managerial Statement of Cash Flows
              From July 10 to September 30, 2009

Net Cash Provided By (Used In)
Operating Activities                             $2,905,000,000

Cash flows from investing activities
Expenditures for property                          (639,000,000)
Investment in GMAC                                            -
Increase in cash due to consolidation of CAMI                 -
Increase in cash due to consolidation of Saab
Automobile AB in August 2009                        222,000,000
Increase in cash due to deconsolidation of
Saab Automobile AB in February 2009                           -
Investments in marketable securities,
acquisitions                                        (81,000,000)
Investments in marketable securities,
liquidations                                         94,000,000
Investment in stock warrants                        (25,000,000)
Operating leases, liquidations                      346,000,000
Change in restricted cash                           (52,000,000)
Other                                              (178,000,000)
                                               -----------------
Net Cash Used In Investing Activities               (313,000,000)

Cash flows from financing activities
Net increase (decrease) in short-term debt         (606,000,000)
Proceeds from UST Loans and UST GMAC Loan                     -
Proceeds from investment by EDC                   4,042,000,000
Proceeds from the Supplier Receivable Program        30,000,000
Proceeds from DIP Facility                                    -
Proceeds from Canadian Loan                                   -
Proceeds from issuance of long-term debt            456,000,000
Proceeds from German Revolving Bridge Facility      716,000,000
Payments on the UST Loans                          (361,000,000)
Payments on German Revolving Bridge Facility       (438,000,000)
Payments on long-term debt                         (199,000,000)
Fees paid for debt modification                               -
Cash dividends paid to preferred stockholders       (41,000,000)
Cash dividends paid to common stockholders                    -
                                               -----------------
Net Cash  Provided By (Used In)
Financing Activities                              3,599,000,000
Effect of exchange rate changes on cash
and cash equivalents                                193,000,000
                                               -----------------
Net increase (decrease) in cash
and cash equivalents                              6,384,000,000
Cash and cash equivalents reclassified to
assets held for sale                               (277,000,000)
Cash and cash equivalents retained by MLC                     -
Cash and cash equivalents,
beginning of period                              18,985,000,000
                                               -----------------
Cash and Cash equivalents, end of period         $25,092,000,000
                                               =================

                       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: Reaches Settlement With Bill Heard
--------------------------------------------------
On September 28, 2008, Bill Heard Enterprises, Inc., and its 23
affiliates filed a voluntary Chapter 11 petition in the Unites
States Bankruptcy Court for the Northern District of Alabama,
Northern Division.  Prior to the commencement of their Chapter 11
cases, the Heard Debtors owned and operated fourteen automobile
dealerships in seven states and were one of the largest General
Motors Corporation Chevrolet brand dealers in the United States
based upon the volume of GM vehicles sold.

Beginning in mid-2007, the performance of the Heard Debtors'
dealerships began to suffer and, ultimately, for a variety of
reasons, the Heard Debtors ceased operations at the dealerships on
September 24, 2008.  According to Joseph H. Smolinsky, Esq., at
Weil, Gotshal & Manges LLP, in New York, the Heard Debtors are in
the process of an orderly liquidation of their businesses, and
have had their plan of liquidation confirmed on October 14, 2009.

On January 15, 2009, in connection with the Heard Bankruptcy
Cases, GMAC, Inc., commenced an adversary proceeding styled GMAC
LLC v. Falcon Financial II, et al., seeking to establish that
GMAC's security interest in the assets of the Heard Debtors is
superior to any lien, security interest or claim of various
parties claiming a superior lien or security interest in those
assets.

On May 2, 2009, in connection with the Heard Bankruptcy Cases,
GMAC commenced an adversary proceeding styled GMAC LLC v. General
Motors Corporation, in the Heard Bankruptcy Court.  The GMAC
Adversary Proceeding was commenced to obtain: (1) turnover to
GMAC of specific funds held in escrow, consisting of the Parts'
Proceeds and other GMAC collateral, and (2) an injunction
permanently enjoining GM from further debiting or charging the
dealership accounts of the Heard Debtors without first submitting
appropriate documentation substantiating such debits or charges
and obtaining authority from the Heard Bankruptcy Court.

On May 22, 2009, the Heard Debtors commenced an adversary
proceeding styled Bill Heard Chevrolet, Inc. - Scottsdale v
General Motors Corporation, in the Heard Bankruptcy Court.  The
Heard Debtors' Adversary Proceeding was commenced to obtain: (1)
turnover of funds controlled by General Motors Corporation in the
Heard Debtors' Open Accounts, (2) a finding that GM has wrongfully
converted the funds in the Heard Debtors' Open Accounts, (3) a
finding that GM has breached its Dealership Sales and Services
Agreements with the Heard Debtors and is responsible for damages
calculated by the total amount of parts and accessories that have
been returned to GM and that GM has failed to reimburse the Heard
Debtors pursuant to the Dealer Agreements, and (4) the Debtors are
entitled to injunctive relief, enjoining GM from further charging
or debiting the Heard Debtors' Open Accounts and requiring GM to
reverse any and all post-petition charges or debits effected since
the commencement of the Heard Bankruptcy Cases.

In connection with the Heard Adversary Proceedings, the Heard
Bankruptcy Court ordered the Debtors to deposit into escrow the
Parts Proceeds and certain Heard Open Accounts funds.  The Heard
Bankruptcy Court appointed the law firm of Adorno & Yoss LLP as
escrow agent.  The Head Debtors deposited a total of $7,988,846
into the Escrow Account.

Pursuant to an Order of the Heard Bankruptcy Court, A&Y disbursed
$2,138,604 of the Escrow Amount to Columbus Bank and Trust
Company.  Currently, $5,850,242 plus accrued interest remains in
the Escrow Account.

By this motion, Motors Liquidation Co. and its debtor affiliates
seek approval and ratification from the U.S. Bankruptcy Court for
the Southern District of New York of a compromise and settlement
agreement among Motors Liquidation Co., GMAC, Inc., General Motors
LLC and the Liquidating Trustee for the Heard Debtors.  The
settlement is for the release of claims regarding the Heard
Adversary Proceedings and the Escrow Account Claims, which will
result in a substantial recovery of $1,875,000 for the Debtors'
estates.

Mr. Smolinsky tells the GM Bankruptcy Court that New GM, MLC, and
GMAC each claim an interest in certain of the funds in the Escrow
Account.  MLC claims that some of the funds transferred into the
Escrow Account prior to its Petition Date may be avoided pursuant
to section 547 of the Bankruptcy Code.  On the other hand, GMAC
claims that any funds deposited in the Escrow Account by MLC were
pursuant to an order by the Heard Bankruptcy Court and are
therefore not avoidable.  New GM contends that the funds in the
Escrow Account, to the extent belonging to MLC, were purchased by
New GM and are not subject to a proper preference action that
would have excluded such funds from the pool of purchased assets.

In order to settle the issues, without any admission of liability
by any party, the Parties entered into the Settlement Agreement,
which fully disposes of all pending claims, cross-claims, and
counterclaims as well as any unasserted claims in the Heard
Adversary Proceedings and provides for certain distributions to
MLC, New GM and GMAC in settlement of the Escrow Account Claims.
Other confidential agreements between GMAC and New GM, which are
part of the Settlement Agreement, are represented by a separate
letter agreement between those parties, Mr. Smolinsky clarifies.

More specifically, the salient provisions of the Settlement
Agreement are summarized as:

* In full and final satisfaction of any and all claims of MLC
   and New GM collectively arising under or related to the
   Heard Bankruptcy Cases, MLC and New GM will collectively
   receive a distribution in the amount of $2,500,000.00
   to be paid from the Escrow Account.  The GM Settlement
   mount will be divided between MLC and New GM, with MLC
   receiving $1,875,000.00 and New GM receiving $625,000.00.
   The GM Settlement Amount will be disbursed to MLC and New
   GM upon the entry of the Heard Settlement Agreement Order,
   subject to possible disgorgement if this Court does not
   approve the Settlement Agreement Order.

* In full and final satisfaction of any and all claims of GMAC
   arising under or related to the Heard Bankruptcy Cases, GMAC
   will receive a distribution in the amount of $2,200,000.00 to
   be paid from the Escrow Account.  From the GMAC Settlement
   Amount, immediately after receipt, GMAC will remit to the
   Heard Debtors $246,000.00 in satisfaction of obligations
   under previously entered orders in the Heard Bankruptcy
   Cases.

* Any remaining funds held in the Escrow Account, after the
   payment of the GM Settlement Amount and the GMAC Settlement
   Amount, will be turned over to the Liquidating Trustee for
   the benefit of the Heard Debtors, to be held for distribution
   in accordance with the Heard Plan.

* The Settlement Agreement is not intended, and does not
   release in any way any claims of New GM or MLC against the
   Heard Debtors and their estates to the extent that they are
   necessary to pursue or defend any claims against BMW
   Financial Services, NA LLC with respect to certain other
   escrowed monies, including monies that may have been
   deposited by New GM or MLC.  Except with respect to this
   exception and subject to entry of the Heard Settlement
   Agreement Order and the Settlement Agreement Order, the
   transmission of the GMAC Settlement Amount and the GM
   Settlement Amount, and performance of the ongoing obligations
   contained in the Settlement Agreement, the Parties each agree
   to release and discharge each other from any and all past and
   present causes of action, claims, damages, losses, and
   demands, in each case of any nature whatsoever.

* The Parties agree to the voluntary dismissal of the Heard
   Adversary Proceedings involving MLC and New GM and the
   GMAC/GM Adversary Proceeding.

The Debtors believe that the Settlement Agreement represents a
fair and reasonable settlement and compromise of the matters
addressed therein.  The Settlement Agreement will result in an
immediate and substantial recovery to the Debtors and their
estates, while at the same time alleviating the financial burden,
time and uncertainly associated with continued litigation of the
issues resolved under the Settlement Agreement.

The GM Bankruptcy Court will convene a hearing to consider this
motion on November 24, 2009.  Objections are due November 17.

                 About Bill Heard Enterprises

Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc.
-- http://www.billheardhuntsville.com/-- was one of the largest
dealers of Chevrolet in the United States.  The company and 17 of
its affiliates filed for Chapter 11 protection on Sept. 28, 2008
(Bankr. N.D. Ala. Lead Case No. 08-83028).  Derek F. Meek, Esq.,
at Burr & Forman, LLP, represents the Debtors in their
restructuring efforts.  An official committee of unsecured
creditors has been appointed in the bankruptcy cases.  Kilpatrick
Stockton LLP represents the Committee.  When the Debtors filed for
protection from their creditors, they listed assets and debts of
between $500 million and $1 billion each.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Court OKs Evercore Group as Investment Banker
-------------------------------------------------------------
Judge Robert E. Gerber approved Motors Liquidation Co.'s
application to employ Evercore Group L.L.C. as investment banker
and financial advisor nunc pro tunc to the Petition Date.

Judge Gerber ruled that the Newco Transaction Fee, which has a
balance payable in the amount of $13,000,000, will be paid to
Evercore as:

* the amount of $8,667,000 will be payable on October 28,
   2009; and

* the balance of $4,333,000 will be payable on entry of an
   order confirming a plan of reorganization with respect to
   Motors Liquidation Company which provides that (x) holders of
   allowed general unsecured claims will receive the stock and
   warrants of General Motors Company paid to the Debtors'
   estates in connection with the consummation of the sale under
   section 363 of the Bankruptcy Code authorized and approved by
   Order of this Court, dated July 5, 2009, and (y) there are
   sufficient funds and other assets in the Debtors' estates to
   pay all allowed priority and allowed administrative expense
   claims under the Plan without the necessity of selling or
   otherwise affecting the New GM Securities.

Further, Judge Gerber ruled that:

-- the Debtors will pay to Evercore the DIP Structuring Fee in
    the amount of $2,500,000 and Evercore's monthly fees for the
    period June 1, 2009, through July 10, 2009 in the aggregate
    amount of $529,032, plus documented, reimbursable expenses
    in an amount not to exceed $20,000;

-- the United States Trustee retains all rights to object
    to Evercore's final fee application on all grounds;

-- all requests of Evercore for payment of indemnity
    pursuant to the GM Engagement Letter will be made by means
    of an application and will be subject to approval by the
    Court, after notice and a hearing, provided, however, that
    in no event will Evercore be indemnified in the case of its
    own bad faith, gross negligence, or willful misconduct;

-- in no event will Evercore be indemnified if the Debtors
    or a representative of their estates asserts a claim for,
    and a court determines by final order that the claim arose
    out of, Evercore's own bad faith, breach of fiduciary duty
    gross negligence, or willful misconduct;

-- no additional fees or expenses will be payable by the
    Debtors to Evercore in connection with the Application.

                       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: Wants 23 Sec. 503(b)(9) Claims Expunged
-------------------------------------------------------
Motors Liquidation Co. and its units ask Judge Gerber to expunge
23 administrative claims filed by "essential sellers" pursuant to
Section 503(b)(9) of the Bankruptcy Code:

                                             Amount of
  Claimant                                509(b)(9) Claim
  --------                                ---------------
  US Steel                                  $7,428,711
  Visteon Corporation                        4,636,512
  Honeywell Consumer Products Group          1,156,430
  Dow Chemical Company                         789,519
  Winkelmann SP. z o.o.                        286,298
  Yazaki North America                         226,773
  Iroquois Industries, Inc.                    203,571
  Ballard Material Products, Inc.              168,890
  Toyota Motor Sales USA                       160,968
  Nidec Motors & Actuators                     100,000
  Flextronics Manufacturing
   (Shanghai) Co., Ltd. and
   Flextronics Automotive, Inc.                 97,717
  Progressive Stamping Co.                      81,942
  Philadelphia Newspapers LLC                   75,387
  Gates De Mexico SA DE CV                      40,578
  Ashland, Inc.                                 40,131
  Schrader Electronics                          37,343
  Arizona Department of Revenue                 19,006
  Unico                                          7,513
  LEM U.S.A., Inc.                               6,063
  CUNO Incorporated                              5,630
  Burgess-Norton Mfg. Co.                        5,115
  Satterlund Supply Company                      2,584
  Toyota Tsusho Canada, Inc.                       336

The Debtors relate that they entered into entered into separate
trade agreements with the Essential Suppliers, which provide that
that the Suppliers may not assert any reclamation claim or similar
claim, including any claim under Section 503(b)(9) Claims, on
account of any goods shipped prepetition and for which they have
not been paid.

Moreover, payment to the Essential Suppliers for goods shipped
prepetition either have been made or are in the process of being
made.  Therefore, 503(b)(9) Claims asserted by the Essential
Sellers who signed a Trade Agreement are invalid.

                        Toyota Reacts

Toyota Motor Sales U.S.A., Inc., contends that given that
November 30, 2009, has been established as the deadline for filing
general unsecured claims and claims under Section 503(b)(9) of the
Bankruptcy Code, the Toyota Claim is timely filed and should
remain as a valid claim against the Debtors' estates until it is
actually -- as opposed to "hypothetically resolved."

The Debtors assert that Toyota's Administrative Claim -- arising
from goods supplied to the Debtors within 20 days to the Petition
Date -- is invalid because the parties entered into a Trade
Agreement pursuant to which Toyota allegedly agreed not to assert
a Section 503(b)(9) Claim against the Debtors, and that the Claim
had been satisfied pursuant to the assignment and assumption
process involving the Agreement.

On behalf of Toyota, Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, in New York, Toyota has not entered into a Trade
Agreement with the Debtors and is therefore not bound by any
agreement not to file claims under Section 503(b)(9) or otherwise.

                       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: S&P Withdraws 'D' Rating on Pre-Bankruptcy Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has withdrawn its 'D'
rating on Motors Liquidation Co. (formerly General Motors Corp.).
Previously, S&P withdrew its ratings on the pre-petition secured
and unsecured debt of General Motors Corp.

S&P expects Motors Liquidation to continue disposing of assets and
distributing proceeds to various parties, including pre-petition
creditors.  The wind-up of Motors Liquidation began when General
Motors filed for bankruptcy on June 1, 2009.  The current General
Motors Co. (unrated) was created during the reorganization
proceedings and began operations in July.


GRAPHIC ARTS: To Liquidate Assets Under Chapter 11 Bankruptcy
-------------------------------------------------------------
Brent Hunsberger at The Oregonian relates that Graphic Arts Center
Publishing Co. filed for bankruptcy in Portland to liquidate, less
less than three years after it reorganized under bankruptcy
protection.

The Company, Mr. Hunsberger notes, has assets of $7.2 million and
debts of $11.7 million.  The company was valued at $4.7 million in
2006, he adds.

A person with knowledge of the matters blamed declining book
sales, fewer independent bookstores, and difficult economy.

The company listed Silicon Valley Bank of California and Ingram
Book Group Inc. of La Vergne, Tennessee, along with Charles M.
Hopkins of Arch Cape, as its secured creditors, Mr. Hunsberger
says.

Mr. Hunsberger notes that the company sought protection from its
creditors in 2006.

Based in Portland, Graphic Arts Center Publishing Co. is a coffee
table book publisher.  The company publishes state pride books and
calendars.


GREDE FOUNDRIES: Commences Preferential Transfer Actions
--------------------------------------------------------
According to Net Dockets, Grede Foundries, Inc. filed more than 75
adversary complaints last Thursday and Friday to recover alleged
preferential transfers.  Net Dockets says most of the defendants
appear to be suppliers to Grede.

Pursuant to Section 547 of the Bankruptcy Code, transfers made by
a debtor in the 90 days prior to its bankruptcy filing (or one
year for transfers made to insiders) are deemed preferential and
may be recoverable by the debtor.

As reported by the Troubled Company Reporter on November 16, 2009.
Grede Foundries is seeking approval to conduct a December 9
auction to test Wayzata Investment Partners LLC's stalking horse
offer.  Wayzata has offered $106 million.  Competing bids would be
due December 2.

Wayzata will assume or pay off a $25.8 million first lien,
$10.5 million in letters of credit obligations, a $24.2 million
second lien, and $16.8 million financing for the Chapter 11 case.
The buyer also will assume $29.2 million in debt.

Grede said that the offer from Wayzata will provide resources for
winding down the bankrupt estate by excluding two facilities from
the purchase.

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


HAYES LEMMERZ: Now Negotiating $150 Million Exit Loan
-----------------------------------------------------
Hayes Lemmerz International Inc. is working with Deutsche Bank AG
to arrange $150 million in exit financing, Bill Rochelle at
Bloomberg News reported.

Hayes Lemmerz on November 3, won confirmation of its pre-arranged
Chapter 11 plan of reorganization.  The plan reduces funded debt
from $720 million to $240 million. The plan gives 84.5% of the
stock to the pre-bankruptcy secured lenders owed $503 million.

At the time of confirmation, the Company said it was "working"
with a number of potential lenders to structure exit financing of
approximately $100 million.  The Company said it expects to
finalize its exit financing and to emerge from Chapter 11 no later
than December.

                        About Hayes Lemmerz

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HEALTHSOUTH CORP: Moody's Puts Caa1 Rating on $290MM Notes
----------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD5, 80%) rating to
HealthSouth Corporation's issuance of $290 million of senior
unsecured notes.  Moody's also assigned a Ba3 (LGD2, 25%) rating
to the new tranche of term loan created in the company's recently
completed amendment of its credit facility.  Concurrently, Moody's
affirmed the existing ratings of the company, including the B2
Corporate Family and Probability of Default Ratings.  The outlook
for the ratings remains stable.

Moody's understands that the proceeds of the new senior note
offering, along with available cash, will be used to fund the
tender offer for the company's existing senior floating rate notes
due 2014.  Should the 2014 notes be substantially retired as a
result of the tender offer, Moody's would expect to withdraw the
ratings on these notes at the close of the tender offer.

HealthSouth's B2 Corporate Family Rating is supported by the
company's position as the largest provider of inpatient
rehabilitative care in the United States.  HealthSouth has
continued to realize operating and credit metric improvement
through debt reduction and earnings growth.  The company generated
greater than expected volume growth over the last several quarters
and was able to mitigate the affects of the Medicare pricing "roll
back".  Free cash flow has remained positive and Moody's expect
greater cash generation in the near to medium term as the company
focuses on growth.  However, the rating is constrained by the
expectation that the company will continue to operate with a
considerable amount of financial leverage.  Additionally, the high
concentration of revenue from government payers remains a concern.

HealthSouth Corporation.

Following is a summary of Moody's actions.

Ratings assigned:

  -- $290 million senior unsecured notes, Caa1 (LGD5, 80%)

  -- $300 million senior secured tranche of term loan, Ba3 (LGD2,
     25%)

Ratings affirmed/LGD assessments revised:

  -- Senior secured revolving credit facility due 2012, to Ba3
     (LGD2, 25%) from Ba3 (LGD2, 24%)

  -- Senior secured term loan due 2013, to Ba3 (LGD2, 25%) from
     Ba3 (LGD2, 24%)

  -- 10.75% senior unsecured notes due 2016, Caa1 (LGD5, 80%)

  -- Senior unsecured floating rate notes due 2014, Caa1 (LGD5,
     80%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Speculative Liquidity Rating, SGL-2

Moody's last rating action was on June 10, 2009, when the
Corporate Family and Probability of Default Ratings were upgraded
to B2 from B3.  All other ratings were affirmed.

Headquartered in Birmingham, Alabama, HealthSouth operates
inpatient rehabilitation hospitals and long-term acute care
hospitals.  HealthSouth recognized approximately $1.9 billion of
revenue in the twelve months ended September 30, 2009.


HEALTHSOUTH CORP: S&P Assigns 'CCC+' Rating on $290 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'CCC+' rating and '6' recovery rating to HealthSouth Corp.'s
proposed $290 million senior unsecured notes due 2021.

At the same time, S&P affirmed the ratings on the company,
including the 'B' corporate credit rating.  The outlook is
positive.

"The rating on inpatient rehabilitation provider HealthSouth
reflects the company's narrow service niche and regulatory and
reimbursement concerns tied to its focus as the largest provider
of inpatient rehabilitative health care services in the U.S.,"
said Standard & Poor's credit analyst David P. Peknay.  The
ratings also reflect HealthSouth's highly leveraged capital
structure.

Since completing its corporate downsizing in 2007 and focusing
solely on inpatient rehabilitation, the company has used asset
sales proceeds, tax refunds, legal settlement proceeds, any other
one-time cash inflows, and free cash flow to repay debt.  In fact,
lease-adjusted debt fell from 7.0x in December 2007 to 5.0x as of
Sept 30, 2009.  This measure includes the treatment of
HealthSouth's $400 million of convertible perpetual preferred
stock partially as a debt equivalent, consistent with Standard &
Poor's criteria.  S&P views the preferred stock as an intermediate
equity content hybrid security, with characteristics of both debt
and equity.  Such securities are counted as 50% debt in S&P's
leverage measures.  Debt protection also has improved with the
success of the company's efforts to enhance operating performance.
Strategies such as eliminating unprofitable locations, improved
cost management, and better patient mix with respect to the
challenges of Medicare's reimbursement system for inpatient
rehabilitation hospitals, have helped the company sustain its
operating margin in the high-teens, despite a Medicare price
reduction in 2008.

The positive outlook reflects the possibility of further
improvement in its operating margin and clarification of
government health reform efforts.  S&P could revise the rating
within a year if the company generates at least a 20% operating
margin and if reimbursement prospects based on upcoming health
reform efforts are reasonable for HealthSouth.  That, in addition
to clarification of government health reform efforts, would aid
prospects for continued annual free cash flow in excess of
$100 million and for sustainable lease-adjusted leverage below 5x.
This would help position the company to deal with sizable debt
maturities in 2013.  On the other hand, if operating impairments
tied to Medicare reimbursement or regulatory requirements diminish
cash flow prospects, or if HealthSouth becomes more aggressive
with growth initiatives, S&P could lower the rating.


HIGH ROCK HOLDING: Sec. 341 Meeting Set for December 14
-------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of High Rock
Holding, LLC's creditors on December 14, 2009.

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

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

Carson City, Nevada-based High Rock Holding, LLC, filed for
Chapter 11 bankruptcy protection on November 8, 2009 (Bankr. D.
Nev. Case No. 09-53989).  Kenneth D. Sisco, Esq., at Sisco&
Naramore assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


HOUSING ASSET: Chapter 11 Case Summary & Unsecured Creditor
-----------------------------------------------------------
Debtor: Housing Asset Management, LLC
        8031 La Jolla Scenic Drive N
        La Jolla, CA 92037

Bankruptcy Case No.: 09-17537

Chapter 11 Petition Date: November 16, 2009

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

Debtor's Counsel: John L. Smaha, Esq.
                  Smaha Law Group, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  Email: jsmaha@smaha.com

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

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

The Debtor identified Wachovia (c/o ETS Services, LLC) with a debt
claim (Single Family Residence: 1035 Mempham Dr., Pittsburg, CA)
for $384,457 ($150,000 secured) as its largest unsecured creditor.
A full-text copy of the Debtor's petition, including a list of its
largest unsecured creditor, is available for free at:

            http://bankrupt.com/misc/casb09-17537.pdf

The petition was signed by Wayne Franklin Pierce, president of the
Company.


IMAGE ENTERTAINMENT: Amends Convertible Note to Move Payment Date
-----------------------------------------------------------------
Image Entertainment, Inc. disclosed that on November 15, 2009 it
entered into a Second Amendment Agreement with the holder of its
8.875% senior convertible note due August 30, 2011 in the
principal amount of $15,700,793.  On November 12, 2009, the Holder
provided notice of its election to require the Company to make an
installment payment of principal and accrued interest under the
Note on November 15, 2009 in the amount of $4,043,767.

The Second Amendment Agreement amends the Note to further change
the dates on which the Holder may request the next installment
payment under the Note.  Upon delivery of appropriate notice, the
Holder may now require a $4 million principal payment (plus
accrued interest) on December 11, 2009 rather than November 15,
2009.  The $4 million principal payment may be further deferred
until January 30, 2010 if the Company enters into a written
agreement for the sale of all or substantially all of its assets
on or prior to December 11, 2009, that, upon consummation of the
transaction contemplated by the agreement, would result in a
change of control of the Company.  The January 30, 2010
installment payment date noted in the prior sentence may be
accelerated to any date after December 11, 2009, but before
January 30, 2010, if the written agreement has been terminated or
otherwise ceases to be in full force and effect.  The Second
Amendment Agreement rescinded the November 12, 2009 payment notice
provided by the Holder thereby avoiding a default under the Note.
Pursuant to the Second Amendment Agreement, the Company agreed to
reimburse the Holder for the actual and anticipated legal fees and
expenses of its counsel and any third party advisors incurred
through December 11, 2009, such fees not to exceed an aggregate of
$150,000.  The reimbursement includes, without limitation, those
fees and expenses incurred in connection with the review and
negotiation of the Second Amendment Agreement and in connection
with potential financing or sales transactions that may grow out
of the Company's evaluation of strategic alternatives.  The
Company paid the first $100,000 installment on November 16, 2009.
The remaining $50,000 must be paid immediately upon the Company's
receipt of a request from the Holder accompanied by a reasonably
detailed description as to how the first installment was applied.
The Company's failure to pay the remaining $50,000 will constitute
an event of default under the Note.  Any unused portion of the
fees must be returned to the Company.

The Holder may require additional $4 million principal payments
(plus accrued interest) on January 30, 2010, January 30, 2011 and
July 30, 2011.  Accordingly, if the Holder makes the appropriate
notice with respect to the next installment payment and the
Company is entitled to defer the payment until January 30, 2010 as
permitted by the Second Amendment Agreement and the Holder makes
the appropriate notice with respect to the January 30, 2010
installment payment, the Company could have two $4 million
principal payments (plus accrued interest) due on January 30,
2010.

                    About Image Entertainment

Image Entertainment, Inc. is a leading independent licensee and
distributor of entertainment programming in North America, with
approximately 3,200 exclusive DVD titles and approximately 340
exclusive CD titles in domestic release and approximately 400
programs internationally via sublicense agreements.  For many of
its titles, the Company has exclusive audio and broadcast rights
and, through its subsidiary, Egami Media, Inc. has digital
download rights to approximately 2,000 video programs and over 300
audio titles containing more than 5,100 individual tracks. The
Company is headquartered in Chatsworth, California.


ION MEDIA: Cyrus Capital Beefs Up $250MM Financing Offer
--------------------------------------------------------
Cyrus Capital Partners has extended its enhanced $250 million
offer to finance ION Media Networks Inc. exit from bankruptcy
protection.  The Cyrus offer, which was summarily rejected by the
ION Networks' Board, provides ION with $100 million of additional
incremental capital not offered in the plan accepted by the Board.
The extension will run until the bankruptcy court finally accepts
or rejects the financially inferior offer now before the court.
The disclosure was made in a letter sent to the ION Networks'
Board by Jonathan Jackson, an advisor to Cyrus on minority
ownership of broadcast assets, and Cyrus's lead co-investor in
this financing.

With offices in New York and London, Cyrus Capital Partners
invests across the capital structure of leveraged companies
throughout their life cycles, including those in financial
distress, and seeks to generate attractive absolute returns that
are not correlated to or dependent upon the general equity and
fixed income markets.  The firm currently manages the following
Master/Feeder hedge fund structures: Cyrus Opportunities Fund II
(our flagship and core fund), and Cyrus Select Opportunities Fund.
These funds commenced operations in August 2001, and May 2008,
respectively.

                     About Ion Media Networks

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.


JAZZ PHARMACEUTICALS: Posts $1.7 Million Net Loss in Q3 2009
------------------------------------------------------------
Jazz Pharmaceuticals, Inc., reported a net loss of $1.7 million
for the third quarter ended September 30, 2009, compared with a
net loss of $28.8 million for the third quarter of 2008.

Total revenues for the third quarter of 2009 were $30.8 million,
compared to $17.7 million for the quarter ended September 30,
2008.  XYREM(R) (sodium oxybate) oral solution net sales for the
third quarter of 2009 were $25.0 million, compared to
$14.2 million for the third quarter of 2008, and represented a 12%
sequential increase over net sales of $22.4 million for the second
quarter of 2009.  Net sales of once-daily LUVOX CR(R) (fluvoxamine
maleate) extended-release capsules were $5.0 million for the third
quarter of 2009, compared to $2.0 million for the third quarter
2008, and represented a 20% sequential increase over net sales of
$4.1 million for the second quarter of 2009.  Total revenues for
the third quarter of 2009 also included $817,000 in royalties and
contract revenue.

"Our sales team delivered another solid quarter for us with record
numbers of XYREM and LUVOX CR prescriptions and net sales," said
Bob Myers, President of Jazz Pharmaceuticals.

Research and development expenses for the third quarter of 2009
were $7.6 million, compared to $12.1 million for the third quarter
of 2008.

"We have made impressive strides in transforming our business in
2009," said Bruce Cozadd, Chairman and Chief Executive Officer of
Jazz Pharmaceuticals.  "In the first nine months of 2008, we had
net product sales of $45.8 million and an operating loss of
$118.6 million.  In the first nine months of 2009, we achieved net
product sales of $77.8 million and operating income of
$4.5 million.  Our commercial business continues to grow and we
look forward to submitting our NDA for JZP-6 next month."

At September 30, 2009, the Company's consolidated balance sheets
showed $102.2 million in total assets and $184.6 million in total
liabilities, resulting in a $82.4 million shareholders' deficit.

The Company's consolidated balance also showed strained liquidity
with $29.1 million in total current assets available to pay
$38.1 millionin total current liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4997

                       Going Concern Doubt

On March 26, 2009, Ernst & Young LLP, in Palo Alto, California,
expressed substantial doubt about Jazz Pharmaceuticals, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2008.  The Company's independent auditor pointed to the
Company's recurring losses from operations and net capital
deficiency.

                 About Jazz Pharmaceuticals, Inc.

Jazz Pharmaceuticals, Inc. (Nasdaq: JAZZ) --
http://www.jazzpharmaceuticals.com/-- is a specialty
pharmaceutical company focused on identifying, developing and
commercializing innovative products to meet unmet medical needs in
neurology and psychiatry.


JEFFERSON COUNTY: Sues JPMorgan over Debt Deals
-----------------------------------------------
ABI reports that Jefferson County, Alabama's most populous county,
filed suit laming JPMorgan Chase and others for the financial
disaster that brought it to the brink of what would be the largest
municipal bankruptcy in U.S. history.

As reported by the TCR on Nov. 6, 2009, the Securities and
Exchange Commission announced that J.P. Morgan Securities Inc. and
two of its former managing directors have settled charges an
unlawful payment scheme that enabled them to win business
involving municipal bond offerings and swap agreement transactions
with Jefferson County.  J.P. Morgan has agreed to pay a penalty of
$25 million to the SEC, make a payment of $50 million to Jefferson
County, and forfeit more than $647 million in claimed termination
fees.

The SEC alleges that J.P. Morgan Securities and former managing
directors Charles LeCroy and Douglas MacFaddin made more than
$8 million in undisclosed payments to close friends of certain
Jefferson County commissioners.  The friends owned or worked at
local broker-dealer firms that performed no known services on the
transactions.  In connection with the payments, the county
commissioners voted to select J.P. Morgan Securities as managing
underwriter of the bond offerings and its affiliated bank as swap
provider for the transactions.

                        About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

As reported by the TCR on July 24, 2009, Moody's Investors Service
has affirmed the Caa3 rating and negative outlook on Jefferson
County's (Alabama) outstanding $3.2 billion sewer revenue bonds.
Moody's underlying Caa3 rating reflects the likelihood of eventual
repayment by the county of principal, irrespective of outside
enhancement through bond insurance.  It does not reflect the
claims paying ability of Syncora, which is rated Ca and failed to
fulfill its obligation to make a July 1 Bank Bond principal
payment.


JIM WAHLIE: No Reasonable Likelihood of Rehabilitation
------------------------------------------------------
WestLaw reports that "cause" existed to dismiss married debtors'
individual Chapter 11 case based on a continuing loss of assets
and the lack of a reasonable likelihood of rehabilitation, as
demonstrated by the debtors' diminishing asset base and by the
fact that, since the petition was filed two years earlier, they
had used all of their monthly disposable income to pay their day-
to-day living expenses, while allocating only the bare minimum of
their financial resources toward payment of their debts.  Indeed,
their minimal payments on their debts, while making payments to
third-party family members, and while consistently failing to file
adequate and complete operating statements or to provide
information necessary for the court to gain a true and accurate
picture of their financial condition, also warranted dismissal
based on the closely-related concept of a lack of good faith.  In
re Wahlie, --- B.R. ----, 2009 WL 1758747 (Bankr. N.D. Ohio)
(Speer, J.).

Jim W. and Carol Wahlie filed a Chapter 11 petition (Bankr. N.D.
Ohio Case No. 07-32473) on June 11, 2007.  Mr. and Mrs. Wahlie are
represented by Steven L. Diller, Esq., in Van Wert, Ohio.  Their
Chapter 11 case is also related to In re J.C.& D. Unlimited
(Bankr. N.D. Ohio Case No. 07-32474).


JOSEPH CELLA: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Joseph G. Cella
        200 Winston Dr Apt 1510
        Cliffside Park, NJ 07010

Bankruptcy Case No.: 09-40825

Chapter 11 Petition Date: November 16, 2009

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

Debtor's Counsel: Richard Honig, Esq.
                  Hellring, Lindeman, Goldstein & Siegal
                  One Gateway Center, 8th Floor
                  Newark, NJ 07102
                  Tel: (973) 621-9020
                  Email: rbhonig@hlgslaw.com

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

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

According to the schedules, the Company has assets of $1,685,912
and total debts of $2,031,475.

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

            http://bankrupt.com/misc/njb09-40825.pdf

The petition was signed by Mr. Cella.


JULES SCHUBOT: To Liquidate Assets Under Chapter 11
---------------------------------------------------
The Jules R. Schubot has filed for bankruptcy.  TheCcompany listed
assets of $2.8 million and debts of $3.7 million.  It owes $85,188
to Hour Media of Royal Oak; $14,800, Plotnik, Feinberg, Kief &
Assoc. P.C.; and $8,100, Elements of Faith, he adds.

Daniel Duggan at Crain's Detroit Business, citing a person
familiar with the filing, reported, "[The company] has been
negatively affected by a number of significant factors, including
the banking and credit crisis, the high unemployment rate,
continued home foreclosures, the rising cost of basic necessities,
and the reality that the nation is in the midst of a recession."

The company, Mr. Duggan says, has a going out of business sale
until February 20, 2010, and selected The Gordon Company Inc. to
run the sale.

Based in Troy, The Jules R. Schubot jewelry store --
http://www.schubot.com/-- owned and operated a jewelry store.


KENDALL KEITH RICHARDS: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Joint Debtors: Kendall Keith Richards
                 dba Sundowner Used Auto Sales
               Angela Leigh Richards
                 dba Sundowner Used Auto Sales
               P.O. Box 2085
               Parkersburg, WV 26102

Bankruptcy Case No.: 09-40337

Chapter 11 Petition Date: November 16, 2009

Court: United States Bankruptcy Court
       Southern District of West Virginia (Parkersburg)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193
                  Email: joecaldwell@verizon.net

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

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

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

            http://bankrupt.com/misc/wvsb09-40337.pdf

The petition was signed by the Joint Debtors.


KOPPERS INC: Moody's Assigns 'B1' Rating on $300 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to Koppers
Inc.'s proposed $300 million senior unsecured guaranteed notes due
2019 and revised the ratings outlook to positive from stable.
Koppers Holding Inc.'s Corporate Family Rating is affirmed at Ba3.
Proceeds from the offering will be used for the redemption of
existing debt at KH.

This rating action reflects both the relatively strong operating
performance in the throws of an economic downturn and the prospect
of a more flexible and improved capital structure.  The change to
a positive rating outlook incorporates Moody's anticipation that
debt financed acquisitions are unlikely, and that KH's remaining
business lines will generate free cash flow that is positive and
improving relative to existing debt levels.  The positive outlook
also reflects consistent operating performance, strong market
shares, and Moody's expectation that Koppers' businesses will
remain strong for the remainder of 2009 and 2010.  Consistently
attaining free cash flow to total debt (using Moody's adjustments
for pension and operating leases) of at least 10% and debt to
EBITDA of less than 3.0x are key benchmark ratios may dictate a
positive change in Koppers' ratings.  The rating on the proposed
notes assumes that they are closed under the proposed terms as
presented to Moody's and the rating agency will monitor the
transaction and review the closing documents.

"The positive outlook reflects Moody's assumption that excess free
cash flow is likely to be used for a prudent combination of debt
reduction and shareholder dividends and that the proposed
amendments to the senior credit facilities will, if approved as
proposed, be a credit positive and enhance liquidity," said
Moody's analyst Bill Reed.

KH's Ba3 CFR reflects continued strong financial performance.  The
ratings are further supported by geographic diversity, strong
market shares in certain business segments, favorable cost
positions, demonstrated stability in a difficult economic
environment, and a dearth of available substitutes for its
products.  The ratings are constrained by the recent cyclicality
of the company's commodity products and end markets, high customer
concentrations, elevated environmental risks associated with
carbon-based chemical materials, and a considerable number of
items that could potentially consume cash in the future including:
antitrust investigations, product liability lawsuits, legal costs,
plant closure costs, and to a lesser degree operating leases and
an underfunded defined benefit pension plans.

Ratings affirmed:

Issuer: Koppers Holdings Inc.

  -- Corporate Family Rating, Ba3

  -- Probability of Default Rating, Ba3

  -- Senior Unsecured Regular Bond/Debenture, B2 - LGD5, 88%

Ratings assigned

Issuer: Koppers Inc.

  -- Senior Unsecured guaranteed notes due 2019, B1 - LGD4, 69%

  * Rating to be withdrawn upon successful refinancing.

Moody's most recent announcement concerning the ratings for KH was
on May 9, 2008, when Moody's upgraded the CFR to Ba3 from B1 due
to continued strong financial performance that enabled the company
to significantly reduce debt and that resulted in much improved
credit metrics

Koppers, Inc., headquartered in Pittsburgh, Pennsylvania, is a
global producer of carbon compounds and treated wood products used
in the aluminum, chemical, railroad, and steel industries.
Revenues were approximately $1.1 billion for the LTM period ending
September 30, 2009.


KOPPERS INC: S&P Assigns 'B' Rating on $300 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating (one notch below the 'B+' corporate credit
rating) to Koppers Inc.'s proposed $300 million unsecured senior
notes due 2019.  The recovery rating is '5', indicating S&P's
expectation for modest (near the low end of the 10%-30% range)
recovery in the event of a payment default.

Standard & Poor's also said that it affirmed its 'B+' corporate
credit ratings on both Koppers Inc. and its parent company,
Koppers Holdings Inc. The outlook remains stable.

Koppers will use the proceeds from the proposed notes to pay down
outstanding amounts under the revolver and to tender for the
holding company's existing $203 million in senior discount notes.
Koppers also has a $300 million senior secured revolving credit
facility, which S&P does not rate.

"The 'B+' corporate credit rating reflects S&P's view that
Koppers' credit metrics and liquidity will remain sufficient to
support the current ratings despite challenging business
conditions that resulted from the global recession," noted
Standard & Poor's credit analyst Henry Fukuchi.  S&P expects the
economic conditions will continue to dampen operating results,
particularly within the carbon materials and chemicals segment in
North America and Europe.  The railroad and utility products
segment should continue to provide stable results throughout 2010.

In light of the difficult operating environment, S&P expects that
Koppers will continue to reduce costs, take advantage of
consolidation opportunities, and maintain flexibility to respond
to uncertain end markets.  Although there could be some
deterioration in its financial profile in the near term, S&P
expects Koppers to maintain key credit metrics, adequate
liquidity, and a financial policy consistent with the ratings.

The ratings reflect Koppers' fair business risk profile, which is
characterized by leading market positions, respectable operating
performance despite weak economic conditions, good diversity
(about 40% of sales are from outside the U.S.), stable railroad
segment, and a high percentage of long-term contracts, which helps
in mitigating raw material pressures.  Tempering these positive
factors are the company's relatively narrow scope of operations,
the cyclicality of its end markets, and its aggressive financial
risk profile.

Koppers' total adjusted debt to EBITDA increased to 3.8x as of
Sept. 30, 2009, compared with 2.8x during the same period in 2008.
This was primarily driven by weaker operating results in recent
quarters, largely because of the weak demand related to its carbon
compounds segment.  Also as of Sept. 30, 2009, funds from
operations to total adjusted debt decreased to 20.3% compared with
29% during the same period in 2008.  S&P expects FFO to debt to
deteriorate further toward 15%, reflecting lower cash-flow
generation in the near term.  For the current ratings, S&P expects
the company to maintain FFO to debt of approximately 15% through a
business cycle.

The stable outlook reflects S&P's expectation of somewhat weaker
operating performance and Koppers' commitment to maintaining a
financial profile consistent with the current ratings.  S&P's
ratings scenario projects a slight weakening in Koppers' credit
metrics, with FFO to debt approaching 15% within the next few
quarters.

A downgrade is possible if Koppers' performance deteriorates below
S&P's expectation, resulting in FFO to total adjusted debt
consistently below 15% or if financial policies deviate from its
expectations at the current ratings.

In its downside scenario, S&P could lower the rating if volumes
decline by 15% or more from current levels.  This could result
from further weakening of the carbon compounds segment or a loss
of a major customer in the railroad segment.  If volumes decline
by 15%, S&P estimates that FFO to total adjusted debt could fall
below 15%.  This could challenge S&P's assumptions at the current
rating.  S&P could also lower the ratings if unexpected cash
outlays or business challenges significantly reduce the company's
liquidity position or if the company engages in a transaction that
results in a higher debt burden.


LANDAMERICA FINANCIAL: U.S. Trustee Objects to Ch. 11 Plan
----------------------------------------------------------
A U.S. trustee has raised another objection to LandAmerica
Financial Group Inc.'s proposed Chapter 11 plan, saying it
provides overly broad releases to the debtors and others
affiliated with the case and treats same-class creditors
differently depending on how they vote on the plan, according to
Law360.

On October 24, 2009, the Debtors delivered to the Court a further
Amended Joint Chapter 11 Plan.  Under the Plan, unsecured
creditors of Capital Title Group, Inc., will recover 2.7%.
Holders of unsecured claims against LFG will recover 26.20%.

A black-lined copy of the October 24 Amended Plan is available for
free at http://bankrupt.com/misc/LandAm_AmendedPlan1024.pdf

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDRY'S RESTAURANTS: Unveils $642 Million Debt Refinancing
-----------------------------------------------------------
Landry's Restaurants, Inc., has priced an offering of
$406.5 million in aggregate principal amount of 11.625% senior
secured notes due 2015.  The Company will receive gross proceeds
of $400.1 million.  The notes will be secured and guaranteed by
certain of Landry's subsidiaries.  The notes are being offered
only to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended, and outside the United
States pursuant to Regulation S under the Securities Act.  The
closing of the transaction is expected to occur on November 30,
2009, and is subject to customary conditions.

The Company is also expecting to close a $235.6 million amended
and restated credit facility consisting of a $75 million revolving
credit facility and a $160.6 million term loan on November 30,
2009, subject to customary conditions.

These refinancings do not affect the outstanding debt on the
Golden Nugget Hotel and Casino of approximately $498.1 million.

The issuance of the notes and amending and restating the credit
facility is part of the previously announced refinancing of the
existing debt of the Company.  The Company plans to use the net
proceeds of the offering along with funds to be received from the
amended and restated credit facility to refinance its outstanding
debt, pay related transaction fees and expenses and for general
corporate purposes or, if consummated, for the proposed
acquisition of Landry's by Tilman J. Fertitta, its Chairman,
President and Chief Executive Officer.

The securities have not been registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state laws.

Based in Houston, Texas, Landry's Restaurants, Inc. (NYSE: LNY) is
a national, diversified restaurant, hospitality and entertainment
company principally engaged in the ownership and operation of
full-service, casual dining restaurants, primarily under the names
of Rainforest Cafe, Saltgrass Steak House, Landry's Seafood House,
Charley's Crab, The Chart House, and the Signature Group of
restaurants.  The Company is also engaged in the ownership and
operation of select hospitality businesses, including the Golden
Nugget Hotel & Casino in Las Vegas and Laughlin, Nevada.


LAS VEGAS SANDS: Posts $80.6 Million Net Loss in Q3 2009
--------------------------------------------------------
Las Vegas Sands Corp. has filed its quarterly report on Form 10-Q
for the three months ended September 30, 2009.

The Company reported a net loss of $80.6 million for the third
quarter of 2009, compared with a net loss of $32.5 million in the
same period in 2008.

Consolidated net revenues were $1.14 billion for the three months
ended September 30, 2009, an increase of $35.7 million as compared
to $1.11 billion for the three months ended September 30, 2008.

Casino revenues increased $103.0 million as compared to the three
months ended September 30, 2008.  Room revenues decreased
$33.1 million as compared to the three months ended September 30,
2008.  Food and beverage revenues decreased $16.6 million as
compared to the three months ended September 30, 2008.
Convention, retail and other revenues decreased $27.6 million as
compared to the three months ended September 30, 2008.

Operating expenses remained constant at $1.08 billion for the
three months ended September 30, 2009 and 2008.

The Company's effective income tax rate was 206.5% for the three
months ended September 30, 2009, as compared to a beneficial
effective income tax rate of 37.4% for the three months ended
September 30, 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $18.27 billion in total assets, $13.85 billion in total
liabilities, $387.7 million in preferred stock issued to principal
stockholder's family, and $4.03 billion in total equity.

A full-text copy of the Company's consolidated financial
statements for the three months ended September 30, 2009, is
available for free at http://researcharchives.com/t/s?498a

                     Sources and Uses of Cash

Net cash provided by operating activities increased $315.3 million
as compared to the nine months ended September 30, 2008.  The
increase was attributable to the collection of a $70.6 million
federal income tax refund and a decrease in the change in accounts
receivable attributable to more efficient collection of current
period operating revenues, as well as the collection of prior
period receivables.  This increase was offset by a decrease in
operating income as compared to the nine months ended
September 30, 2008.

Capital expenditures totaled $1.54 billion for the nine months
ended September 30, 2009, including $918.4 million for
construction and development activities in Singapore;
$212.5 million for construction and development activities in
Pennsylvania; $318.6 million for construction and development
activities in Macau; $58.1 million at the Company's Las Vegas
Operating Properties (primarily for The Shoppes at The Palazzo);
and $31.5 million for corporate and other activities.

Net cash flows provided from financing activities were
$1.09 billion for the nine months ended September 30, 2009, which
primarily included: net borrowings of $806.8 million under the
Singapore permanent facilities; proceeds of $600.0 million from
the Company's exchangeable bond offering; repayments of
$150.1 million under the Macau credit facility and $30.0 million
under the U.S. credit facility; and payments of $71.3 million of
preferred stock dividends and $44.8 million of deferred financing
costs.

The Company held unrestricted and restricted cash and cash
equivalents of approximately $3.09 billion and $229.1 million,
respectively, as of September 30, 2009.  Unrestricted and
restricted cash and cash equivalents were approximately
$3.04 billion and $194.8 million, respectively, as of December 31,
2008.

                   Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of
September 30, 2009, was approximately $10.71 billion, compared to
its carrying value of $11.76 billion. As of December 31, 2008, the
estimated fair value of the Company's long-term debt was
approximately $6.31 billion, compared to its carrying value of
$10.47 billion.  The estimated fair value of the Company's long-
term debt is based on quoted market prices, if available, or by
pricing models based on the value of related cash flows discounted
at current market interest rates.

                     About Las Vegas Sands

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
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.


LEHMAN BROTHERS: Sues Barclays for $14-Bil. on Windfall from Sale
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. filed a lawsuit against Barclays Plc
on November 16 (Bankr. S.D.N.Y. Adv. Pro. No. 09-01731), alleging
that the quick sale of Lehman's brokerage business following its
Chapter 11 filing gave Barclays an immediate and enormous windfall
profit to the tune of $14 billion

In the complaint filed with the Bankruptcy Court on November 16,
LBHI is asking the Court to enter a ruling awarding compensatory
and monetary damages, plus interest, in an amount to be determined
at trial, ordering the avoidance and return of certain assets
transferred Barclays, and disallowing certain claims of Barclays
in LBHI's Chapter 11 cases.

In September this year, Lehman Brothers, which is now being led by
Alvarez & Marsal, filed a motion with the Bankruptcy Court under
F.R.C.P. Rule 60(b), asking it to revisit a ruling at the end of
September last year later approving the sale of LBHIS' North
American broker-dealer business to Barclays Capital Inc.  The move
by LBHI came following the results of LBHI's investigation into
the sale, showing that the deal that closed differed from the one
approved by the Court.  James W. Giddens, trustee for the
Liquidation of Lehman Brothers Inc. under the Securities Investor
Protection Act, filed its own Civil Rule 60(b) motion in the SIPA
proceedings.  Evidentiary hearings on the motions are scheduled to
begin April 2010.

Representing Lehman, Robert W. Gaffey, Esq., at Jones Day,
explains in the lawsuit that negotiations between Barclays and
Lehman executives on the sale of Lehman's brokerage assets began
right after Lehman's filing.  The sale was approved by the
Bankruptcy Court Sept. 20, and was closed two days later, only a
week since the filing.

Following a discovery under FRPB Rule 2004, Lehman has learned
that, contrary to the terms expressed in the deal documents and
the disclosures to the Court about the sale transaction, the sale
transaction "was secretly structured from the outset to give
Barclays an immediate and enormous windfall profit."  According to
the lawsuit, certain Lehman executives knew, but did not reveal to
others in Lehman management or to Lehman's attorneys, that Lehman
negotiators had agreed to give Barclays an undisclosed $5 billion
discount off the book value of the assets transferred to Barclays,
and later agreed to undisclosed transfers of billions more in so-
called "additional value" that Barclays demanded for no additional
consideration.

The lawsuit added that a day prior to the sale hearing, more
assets were found in Lehman, and, in response to Barclays'
demands, a small group of Lehman executives agreed to turn over
approximately $5 billion in additional assets to Barclays, without
additional consideration and without disclosure to the Court.
These included approximately $800 million in so-called "15c3-3
assets" and approximately $1.9 billion worth of unencumbered
assets contained in so-called "clearance boxes."

Barclays' windfall was allegedly increased still further because
estimates of liabilities the Court was told Barclays would assume
as part of the Asset Purchase Agreement were, in fact, inflated.
These assumed liabilities included, inter alia, Barclays'
purported agreement to pay (i) $2 billion in employee bonuses and
(ii) between $1.5 and $2.25 billion in contract cure amounts.
These assumed liabilities, which materially impacted the value of
the sale, were deliberately inflated to make it appear the deal
would provide a net benefit to Lehman.  After the closing,
Barclays in fact paid only about $1.738 billion of the $3.5
billion to $4.25 billion that had been described to the Court.

In the aggregate, these undisclosed, and unapproved, features of
the Sale Transaction resulted in an embedded windfall to Barclays
at the expense of Lehman of (i) between $5 and $7 billion in
excess collateral under the Repurchase Agreement, (ii)
approximately $2.7 billion in so-called "additional value" added
to the deal while the Sale Hearing was in progress and indeed,
after it had concluded, and (iii) approximately $2.3 billion
in OCC margin deposits purportedly added after the Sale Hearing
ended.  In addition, Barclays failed to pay approximately $500
million of the bonuses it had agreed to pay, and paid only about
$238 million of the $1.5 billion in cure liabilities that the
Court had been told it would likely assume.

"These undisclosed gains for Barclays, at Lehman's expense, were
at least in part the result of self dealing and breaches of
fiduciary duty owed to Lehman by certain Lehman officers aided and
abetted by Barclays, which participated in the breaches of duty.
Certain Lehman officers involved in negotiating and consummating
the Sale Transaction, including officers who knew about but did
not disclose the discount, had from the outset of the negotiations
been offered lucrative Barclays employment contracts, or were
informed such contracts would be offered to them, conditioned on
the closing of the Sale Transaction," the Complaint stated.

                       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 US$639 billion in assets and US$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)


LEO LAFORGIA: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Leo P. LaForgia
                 aka Pantaleo P. LaForgia
               Ann M LaForgia
                 aka Anna Maria LaForgia
               342 Aldo Dr
               Toms River, NJ 08753-2434

Bankruptcy Case No.: 09-40868

Chapter 11 Petition Date: November 16, 2009

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

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

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

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

A full-text copy of the Debtors' petition, including a list of
their 13 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/njb09-40868.pdf

The petition was signed by the Joint Debtors.


LIBERTY PROPERTY HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Liberty Property Holdings, L.P.
        33 North Market Street
        Lancaster, PA 17603

Bankruptcy Case No.: 09-18713

Chapter 11 Petition Date: November 16, 2009

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

Judge: Bruce I. Fox

Debtor's Counsel: Albert A. Ciardi III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: aciardi@ciardilaw.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 Eddie P. Drogaris.


LYONDELL CHEMICAL: U.S. Trustee Protests Fee Requests
-----------------------------------------------------
Law360 reports that the U.S. trustee overseeing Lyondell Chemical
Co.'s bankruptcy case has objected to interim fee applications
filed by debtor counsel Cadwalader Wickerhsam & Taft LLP and a
host of other retained professionals, questioning the millions in
fees that have been demanded for a few months of work.

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)


MAGNA ENTERTAINMENT: KEIP Objection Filed by U.S. Trustee
---------------------------------------------------------
Magna Entertainment Corp. is seeking approval from the Bankruptcy
Court to implement a key employee incentive plan.

The U.S. Trustee, however, objects to the KEIP, BankruptcyData
reported.  The U.S. Trustee pointed out that the amended DIP
Credit Agreement provides that the Debtors' failure to obtain
orders approving the sale of all Pool III Assets by February 26,
2010 will be an event of default.  Thus, the five key employees
could earn and be paid most of the asset sale award even if the
Debtor defaults under the amended DIP Credit Agreement by failure
to liquidate all of the Pool III Assets by the February 26, 2010
deadline.  The Trustee asserts that the key employees should not
receive any portion of the asset sale award if the Debtors default
under the amended DIP Credit Agreement's asset sale condition.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGUIRE PROPERTIES: Balyasny Discloses 5.35% Equity Stake
---------------------------------------------------------
Various entities affiliated with Balyasny Asset Management LLC and
Dmitry Balyasny disclose ownership of 2,564,650 shares in the
aggregate or roughly 5.35% of the common stock of Maguire
Properties Inc.

As reported by the TCR on Friday, Maguire posted a net loss of
$48.58 million on total revenue of $126.32 million for the quarter
ended September 30, 2009, from a net loss of $67.75 million on
total revenue of $123.86 million for the same period a year ago.
The Company posted a net loss of $533.80 million on total revenue
of $378.06 million for the nine months ended September 30, 2009,
from a net loss of $231.79 million on total revenue of
$379.24 million the prior year.  At September 30, 2009, Maguire
had $4.17 billion in total assets against $4.69 billion in total
liabilities.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?492a

                  About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG) --
http://www.maguireproperties.com/-- is the largest owner and
operator of Class A office properties in the Los Angeles central
business district and is primarily focused on owning and operating
high-quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.


MAJESTIC HOLDCO: Notice of Default Cues Moody's Rating Cut to 'D'
-----------------------------------------------------------------
Moody's Investors Service lowered Majestic HoldCo, LLC's
probability of default rating to D from Ca/LD following the
company's receipt of a notice of default and an acceleration
notice from its senior secured lenders.  The other ratings of
Majestic and its subsidiary The Majestic Star Casino, LLC were
affirmed.  The outlook is negative.

On October 30, 2009, Majestic received a notice of default and an
acceleration notice which declared all obligations under its bank
agreement (approximately $79 million) immediately due and payable.
This announcement followed the company's October 20, 2009
announcement that lenders under the senior secured credit facility
received notice that, following its 180-day standstill period and
several standstill extension agreements, certain holders of the
senior secured notes intended to exercise their rights and
remedies in respect to the collateral under the senior secured
indenture on October 30, 2009.  Majestic is in default of its
senior secured notes and senior notes following its failure to
make the original October 15, 2008 interest payment.  Majestic is
in default of its senior discount notes for its failure to make
its April 15, 2009 interest payment.

The negative outlook continues to recognize that while Majestic
remains in discussions with its creditors regarding its
alternatives, including a possible restructuring of its capital
structure, there is no assurance that any agreement with respect
to any restructuring will be reached.

This rating was lowered:

Majestic HoldCo, LLC:

  -- Probability of Default Rating to D from Ca/LD

These ratings were affirmed:

Majestic HoldCo, LLC:

  -- Corporate Family Rating at Ca
  -- $64 million Discount Notes due 2011 at C (LGD 6, 94%)
  -- Speculative Grade Liquidity rating at SGL-4

The Majestic Star Casino, LLC:

  -- $300 million 9.5% senior secured notes due 2010 at Caa3 (LGD
     3, 34%)

  -- $200 million 9.75% senior unsecured notes due 2011 at C (LGD
     5, 79%)

Moody's previous rating action related to Majestic occurred on
November 17, 2008, when the company's Probability of Default
Rating was lowered to Ca/LD.

The Majestic Star Casino, LLC, directly and indirectly owns and
operates riverboat casinos in Gary, Indiana; Tunica, Mississippi;
and Black Hawk, Colorado.  Majestic HoldCo, LLC, owns 100% of The
Majestic Star Casino, LLC.


MAMMOTH SAN JUAN: Disclosure Statement Hearing Set for January 6
----------------------------------------------------------------
The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the
Central District of California is set to consider the adequacy of
information in the Disclosure Statement filed by Mammoth San Juan
Capistrano I, LLC, on Jan. 6, 2010, at 2:30 p.m. at Courtroom 5D,
411 W Fourth Street, Santa Ana, California.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Debtor proposes to
accomplish payments under the Plan by restructuring two notes held
by JP Morgan Chase.  The secured creditors of the estate will be
paid the present value of their claim at a market interest rate
over a 7 year period, excepting that their claims may be paid in
full prior to the 7th year through a sale or refinance of the
Mammoth property.  The effective date of the proposed Plan is
March 4, 2010.

The distributions under the Plan will be made from available cash
and net sale proceeds.

The managing member of the Debtors, Robert Wish will provide
oversight and assistance in the operation of the Debtor's business
and day-to-day management decisions.  Robert Wish will work to
lease the remaining vacant space in the Mammoth property.

The proceeds generated from the leases on the Mammoth property and
any future refinance or sales proceeds will be used to fund
payments to both secured and unsecured creditors.  It is
anticipated that there will be sufficient funds from the proceeds
to pay all allowed secured and allowed unsecured claims as:

   -- secured creditor, JP Morgan Chase, will be paid in full on
      or before the 84th month after the effective date;

   -- the Orange County Tax Collector will be paid in full on or
      before the 72nd month after the effective date; and

   -- Allowed Class 4 General unsecured Claims may elect to
      receive a one-time lump sum payment equal to 25% of their
      allowed claim as payment in full on the 25th month after the
      effective date; or 100% of their allowed claim as payment in
      full on or before the 84th month after the effective date.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/MammothSanJuan_DS.pdf

A full-text copy of the Chapter 11 Plan is available for free at:

    http://bankrupt.com/misc/MammothSanJuan_Chapter11Plan.pdf

San Juan Capistrano, California-based Mammoth San Juan Capistrano
I LLC operates a real estate business.  The Company filed for
Chapter 11 on July 8, 2009 (Bankr. C. D. Calif. Case No.
09-16836).  Thomas Corcovelos, Esq., at Corcovelos Law Group
represents the Debtor in its restructuring efforts.  The Debtor
listed between $10 million and $50 million each in assets and
debts.


MARCELO GOMEZ BONDOC: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Marcelo Gomez Bondoc
        738 Monarch Court
        Richmond, CA 94806

Bankruptcy Case No.: 09-70884

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Timothy F. Umbreit, Esq.
                  Bander Law Firm
                  1055 W 7th St. #1950
                  Los Angeles, CA 90017
                  Tel: (213) 873-4333
                  Email: BK@banderlaw.com

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

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

According to the schedules, the Company has assets of $1,115,174,
and total debts of $1,937,589.

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

The petition was signed by Mr. Bondoc.


MASHANTUCKET PEQUOT: Misses Foxwoods Interest Payment
-----------------------------------------------------
The Mashantucket Pequot Tribal Nation on November 16 announced
that the Trustee for the Tribe's $500 million 8.5% Notes due 2015
has received and distributed approximately $14.2 million of the
$21.25 million semi-annual interest payment due November 16, which
will trigger a 30-day grace period provided under the indenture
for the Notes.  The Tribe does not currently anticipate the
remaining amounts due will be paid within the grace period, which
will result in an event of default under the terms of the
indenture on December 16, 2009.

On October 26, 2009, the Tribe entered into a forbearance
agreement with its senior lenders which currently extends through
January 20, 2010.

The Tribe said its debt restructuring efforts are separate and
distinct from operations at Foxwoods and they will not have any
impact on guests, employees, suppliers or business partners at
Foxwoods or MGM Grand at Foxwoods.  Foxwoods remains committed to
providing its guests with its signature guest service,
unparalleled gaming options, the very best in entertainment, and
world-class services, dining and amenities.

                  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.


MASHANTUCKET WESTERN: Moody's Withdraws 'Caa2' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service withdrew its ratings on the Mashantucket
(Western) Pequot Tribal Nation.  The ratings were withdrawn
because Moody's believes it lacks adequate information to maintain
a rating.  Rating Withdrawals:

  -- Corporate Family Rating at Caa2
  -- Probability of Default Rating at Caa2
  -- Special Revenue Obligations at B3 (LGD 2, 29%)
  -- Subordinated Special Revenue Obligations at Caa3 (LGD 5, 73%)
  -- 2007 Series A Notes at Ca (LGD 6, 90%)

Moody's previous rating action was on August 26, 2009 when the
Mashantucket (Western) Pequot Tribal Nation's Corporate Family
Rating was lowered to Caa2 from B3 and its ratings were placed on
review for possible downgrade.

The Mashantucket (Western) Pequot Tribal Nation owns Foxwoods
Resort Casino.  The Mashantucket (Western) Pequot Gaming
Enterprise, a wholly-owned, unincorporated division of the Tribe,
conducts the Tribe's gaming and resort operations.


MASHANTUCKET WESTERN: S&P Downgrades Issuer Credit Rating to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating on the Mashantucket Western Pequot Tribe, owner of the
Foxwoods Resort Casino in southeastern Connecticut, to 'D' from
'CCC'.  S&P also lowered the issue-level rating on the Tribe's
$500 million 8.5% notes to 'D' from 'CCC'.

The rating actions stem from the Tribe's announcement that it did
not make the full $21.25 million interest payment due on the
notes; it made a $14.2 million payment.  A payment default has not
occurred relative to the legal provisions of the notes, because
there is a 30-day grace period in which to make the interest
payment.  However, S&P considers a default to have occurred, even
if a grace period exists, when the nonpayment is a function of the
borrower being under financial distress -- unless S&P is confident
that the payment will be made in full during the grace period.
The Tribe has said that it does not currently anticipate paying
the remaining amount due within the grace period.

The Tribe has entered into a forbearance agreement with senior
lenders, which currently extends through Jan. 20, 2010.


MBD INC: Court Continues Plan Confirmation Hearing on November 23
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
is set continue hearing on MBD, Inc.'s Amended Plan of
Reorganization on Nov. 23, 2009, at 11:00 a.m. at Sacramento
Courtroom 28, Department A.  The first confirmation hearing was
held on Nov. 9, 2009.

As reported in the Troubled Company Reporter on Oct. 21, 2009,
the Court approved the disclosure statement for MBD, Inc.'s
amended Chapter 11 Plan dated as of Sept. 23, 2009.

According to the Disclosure Statement, MBD intends to meet its
obligations under the Plan by continuing its development of the
Belvedere Heights Subdivision.  The Company will also continue
managing the La Dolce Piazza office/retail buildings.  MBD has
agreed to transfer the other properties -- the Montebello Estates,
the Cielo Vista Estates, and the Fleetwood Property -- to Umpqua
Bank in satisfaction of its claims secured by those properties.

General unsecured creditors who are owed $1,580,000 will be paid
in full, with interest at 5% p.a., through quarterly payments
starting in October 2010.  Payments will equal 50% of MBD's net
operating cash flow for each calendar quarter preceding the
payment date in which MBD generates a positive cash flow.  The
Plan also provides that payment will be made, first to the
unsecured trade creditors (Class B-1 under the Plan), then once
all trade creditors are paid in full, payments will begin on the
same schedule to the unsecured lenders (Class B-2) under the Plan.

With the exception of AICCO, Inc.'s insurance premium financing
claim under Class A-8, Butte County's secured property tax claims
on the Fleetwood and Cielo Vista properties under Class A-10,
Tehema County's property tax claim on the Montebello Estates under
Class A-11 and Shareholder Interests under Class C, all other
classes are impaired and are entitled to vote on the Plan.

A full-text copy of the disclosure statement explaining the Plan
is available for free at:

        http://bankrupt.com/misc/MBD.DSforamendedplan.pdf

A full-text copy of the Amended Chapter 11 plan is available for
free at http://bankrupt.com/misc/MBDInc_AmendedChapter11Plan.pdf

Chico, California-based MBD, Inc., a.k.a. Meghdadi Builder
Developer, has been in the development business in the Chico area
for over 17 years.  The Debtor filed for Chapter 11 protection on
October 6, 2008 (Bankr. E.D. Calif. Case No. 08-34347).  William
C. Lewis, Esq., who has an office in Palo Alto, California,
represents the Debtor in its restructuring efforts.  The Company
listed between $10 million to $50 million each in assets and
debts.


MMOC PRODUCTIONS: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MMOC Productions, LLC
        433 N. Camden Dr., Suite 600
        Beverly Hills, CA 90210

Bankruptcy Case No.: 09-42121

Chapter 11 Petition Date: November 16, 2009

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: James R. Selth, Esq.
                  Weintraub & Selth, APC
                  12121 Wilshire Bvd, Ste 1300
                  Los Angeles, CA 90025
                  Tel: (310) 207-1494
                  Fax: (310) 207-0660
                  Email: jim@wsrlaw.net

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

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

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

            http://bankrupt.com/misc/cacb09-42121.pdf

The petition was signed by Mary Aloe, manager of the Company.


MPM TECHNOLOGIES: Delays Form 10-Q Report for Sept. 30 Qtr
----------------------------------------------------------
MPM Technologies, Inc., has delayed the filing of its quarterly
report on Form 10-Q for the period ended September 30, 2009.  The
Company said additional time is needed to prepare financial
statement from the Company's accounting data.

As reported by the Troubled Company Reporter on September 10,
2009, MPM Technologies disclosed in an August 2009 regulatory
filing that negotiations continue regarding a note payable, but no
revised agreement has been reached.  The note payable was not paid
at maturity.  The lender has informally agreed to not pursue
collection while revised terms are being negotiated.

The Company explained that in December 2002, it entered into a
revolving credit agreement with an insurance company.  Under the
terms of its agreement, the Company may borrow up to $500,000 at
5.25% per annum, which was increased to $3,000,000 in 2003.  The
note is secured by stock and mineral property held for investment
and matured on January 2, 2008.  As of June 30, 2009, the Company
has $4,326,499 of principal advances and accrued interest and
expenses of $1,274,074.  As of December 31, 2008, the Company had
$4,326,499 of principal advances and accrued interest and expenses
of $1,131,066.  During the six months ended June 30, 2009 and
2008, the Company recorded interest expense of $143,008 and
$136,119, respectively.

MPM also indicated it has not been able to generate any
significant revenues and has a working capital deficiency of
$13,745,235 at June 30, 2009.  The Company said these conditions
raise substantial doubt about its ability to continue as a going
concern without the raising of additional debt or equity financing
to fund operations.

For the six months ended June 30, 2009, MPM had a net loss of
$754,494, or $0.12 per share compared to net loss of $810,817, or
$0.13 per share for the six months ended June 30, 2008.  Revenues
increased 59% to $360,639 for the six months ended June 30, 2009
compared to $227,516 for the six months ended June 30, 2008.  The
revenue increase was due to the completion of a project in the
first quarter, and improved revenues from sales of parts and
service.

For the three months ended June 30, 2009, MPM had a net loss of
$391,972, or $0.06 per share compared to a net loss of $441,264,
or $0.07 per share for the three months ended June 30, 2008.
Revenues increased 47% to $176,566 for the three months ended
June 30, 2009 compared to $120,122 for the three months ended
June 30, 2008.  This was due to improved parts and service sales
in the second quarter of 2009.

The Company currently has no backlog of project work.

For the six months ended June 30, 2009, the Company relied
principally on cash from operations and loans from an
officer/director to fund its activities.  Working capital deficit
at June 30, 2009, was $13,745,235 compared to $13,388,664 at
December 31, 2008.  The Company continues to work to narrow its
losses and get to a cash flow neutral position. There can be no
assurances that management will be successful in attaining this
goal.  Accordingly, management is continuing to seek alternative
sources of capital such as private placements, stock offerings and
other financing alternatives.

At June 30, 2009, the Company had total assets of $1,298,848
against total current liabilities of $13,833,773, resulting in
stockholders' impairment of $12,534,925.

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?4477

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.


MYRIAM PROJECT: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Myriam Project IP Company, LLC
        433 N. Camden Dr., Suite 600
        Beverly Hills, CA 90210

Bankruptcy Case No.: 09-42111

Chapter 11 Petition Date: November 16, 2009

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

Judge: Ernest M. Robles

Debtor's Counsel: James R. Selth, Esq.
                  Weintraub & Selth, APC
                  12121 Wilshire Bvd, Ste 1300
                  Los Angeles, CA 90025
                  Tel: (310) 207-1494
                  Fax: (310) 207-0660
                  Email: jim@wsrlaw.net

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

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

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

            http://bankrupt.com/misc/cacb09-42111.pdf

The petition was signed by Mary Aloe, manager of the Company.


NEENAH FOUNDRY: Has Forbearance Agreement with Bank of America
--------------------------------------------------------------
Neenah Foundry Company and certain subsidiaries of the Company on
November 10, 2009, entered into an Amendment No. 2 to Amended and
Restated Loan and Security Agreement and Forbearance Agreement
with Bank of America, N.A., as administrative agent and as a
lender, and the other lenders party thereto, with respect to the
Amended and Restated Loan and Security Agreement, dated as of
December 29, 2006, among the Borrowers and the Lenders from time
to time party thereto.

Pursuant to the Forbearance Agreement, the Lenders agreed to,
among other things, forbear from exercising certain of the
Lenders' rights and remedies in respect of or arising out of
certain specified defaults that had occurred as of November 10,
2009 and that are expected to occur during the effective period of
the Forbearance Agreement, including the Company's anticipated
failure to satisfy its minimum fixed charge coverage ratio under
the Credit Agreement for the 2009 fiscal year.  The Forbearance
Agreement is effective until the earlier of (i) December 23, 2009,
(ii) the occurrence or existence of any event of default other
than the events of default specified in the Forbearance Agreement,
or (iii) the occurrence of a "termination event" under the
Forbearance Agreement.  A "termination event" includes the
initiation of any action by any Borrower to invalidate or limit
the enforceability of (i) the acknowledgements set forth in the
Forbearance Agreement relating to obligations of the borrowers,
security interests and the binding effect of agreements relating
to the Credit Agreement, (ii) the release set forth in the
Forbearance Agreement or (iii) the covenant not to sue set forth
in the Forbearance Agreement.

Among other modifications to the Credit Agreement, pursuant to the
Forbearance Agreement, (i) a block of $1 million was established
that acts to reduce availability under the borrowing base as set
forth in the Credit Agreement, (ii) the Lenders confirmed
$1.5 million of additional reserves against availability under the
borrowing base as set forth in the Credit Agreement that had been
established during 2009, (iii) certain other modifications were
made to the calculation of the borrowing base under the Credit
Agreement, and (iv) the applicable margin for base rate loans was
increased to 3.75%, the applicable margin for LIBOR loans was
increased to 5.25% (and a floor of 1.50% was established for
LIBOR), and the unused facility fee was increased to 1.00%.  The
Borrowers also paid a forbearance fee of $250,000 pursuant to the
Forbearance Agreement.

In addition, the Borrowers agreed to (i) continue to use certain
efforts to pursue additional financing and, in the absence of such
financing, to use certain efforts during the term of the
Forbearance Agreement to pursue a restructuring of certain of the
Company's outstanding indebtedness, (ii) to engage an operational
consultant to prepare a report to be provided to the Lenders
evaluating the operational components of the Borrowers'
businesses, and (iii) arrange for an updated appraisal of the
Borrowers' eligible inventory included in its borrowing base under
the Credit Agreement, which appraisal would become effective at
the expiration of the Forbearance Agreement absent an agreement of
a majority of the Lenders otherwise.  The Borrowers also agreed to
minimum monthly EBITDA thresholds during the term of the
Forbearance Agreement.

             About Neenah Enterprises & Neenah Foundry

Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. --
http://www.nfco.com/-- is the indirect parent holding company of
Neenah Foundry Company.  Neenah Foundry Company and its
subsidiaries manufacture and market a wide range of iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.  Neenah is one of the largest
independent foundry companies in the United States, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

Neenah Enterprises and Neenah Foundry reported a net loss for the
third quarter of fiscal 2009 was $13.3 million, a decrease of
$15.7 million compared to net income of $2.4 million for the third
quarter of fiscal 2008.  Net loss includes restructuring costs and
asset writedowns of $5.1 million in the aggregate associated with
the closures of the Company's facilities in Kendallville, Indiana,
and El Monte, California.

Net sales for the quarter ended June 30, 2009, were $72.4 million,
which were $81.9 million or 53.1% lower than the quarter ended
June 30, 2008.  The decrease was primarily the result of a 53.4%
decrease in volume, as measured in tons sold.

The Company had $299.6 million in total assets and $418.9 million
in total liabilities, resulting in $119.2 million in stockholders'
deficit.

                           *     *     *

On July 1, 2009, the Company entered into an agreement with
Tontine Capital Partners, L.P., holder of all of Neenah's 12-1/2%
Senior Subordinated Notes due 2013, to allow the Company to defer
the entire semi-annual interest payment (representing a deferral
of an interest payment of roughly $4.7 million and interest on the
previously deferred interest payment of $200,000) due on July 1,
2009.


NOVASTAR FINANCIAL: Posts $18,015,000 Net Loss for Sept. 30 Qtr
---------------------------------------------------------------
NovaStar Financial, Inc., reported a net loss of $18,015,000 for
the quarterly period ended September 30, 2009, from a net loss of
$142,771,000 for the same period a year ago.  The Company reported
a net loss of $158,222,000 for the nine months ended September 30,
2009, from a net loss of $622,625,000 for the same period a year
ago.

The Company reported interest income for the three months ended
September 30, 2009, of $39,136,000 compared to $52,269,000 for the
same period a year ago.  The Company reported interest income for
the nine months ended September 30, 2009, of $114,269,000 compared
to $183,277,000 for the same period a year ago.

At September 30, 2009, the Company had total assets of
$1,581,869,000 against total liabilities of $1,978,464,000.  At
September 30, 2009, shareholders' deficit attributable to NovaStar
was $1,048,862,000, noncontrolling interests was $551,000 and
shareholders' deficit was $1,048,311,000.

As of September 30, 2009, the Company's total liabilities exceeded
its total assets under GAAP, resulting in a shareholders' deficit.
The Company's losses, negative cash flows, shareholders' deficit,
and lack of significant operations raise substantial doubt about
the Company's ability to continue as a going concern and,
therefore, may not realize its assets and discharge its
liabilities in the normal course of business.  There is no
assurance that cash flows will be sufficient to meet the Company's
obligations.

As of November 12, 2009, the Company had approximately
$18.6 million in available cash on hand -- including restricted
cash of $4.3 million.  In addition to the Company's operating
expenses, the Company has quarterly interest payments due on its
trust preferred securities and intends to make payments in
legal/lease obligations related to its discontinued lending and
servicing operations.  The Company's current projections indicate
sufficient available cash and cash flows from its mortgage
securities to meet these payment needs.  However, the cash flow
from the Company's mortgage securities is volatile and uncertain
in nature, and the amounts the Company receives could vary
materially from its projections.  Therefore, no assurances can be
given that the Company will be able to meet its cash flow needs,
in which case it may seek protection under applicable bankruptcy
laws.

NovaStar said Cash flows from mortgage loans - held-in-portfolio
are used to repay the asset-backed bonds secured by mortgage loans
and are not available to pay the Company's other debts, the asset-
backed bonds are obligations of the securitization trusts and will
be repaid using collections of the securitized assets.  The trusts
have no recourse to the Company's other, unsecuritized assets.

The Company continues to develop its operating entities,
StreetLinks and Advent, and to increase their production and
revenue.  The Company will continue to focus on minimizing losses,
preserving liquidity, and exploring new operating company
opportunities.

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?49a7

                     About NovaStar Financial

NovaStar Financial, Inc. and its subsidiaries hold certain
nonconforming residential mortgage securities.  Prior to changes
in its business in 2007, the Company originated, purchased,
securitized, sold, invested in and serviced residential
nonconforming mortgage loans and mortgage backed securities.  The
Company retained, through its mortgage securities investment
portfolio, significant interests in the nonconforming loans it
originated and purchased, and through its servicing platform,
serviced all of the loans in which it retained interests.

Effective August 1, 2008, the Company acquired a 75% interest in
StreetLinks National Appraisal Services, LLC, a residential
mortgage appraisal company, for an initial cash purchase price of
$750,000 plus future payments contingent upon StreetLinks reaching
certain earnings targets.  Simultaneously with the acquisition,
the Company transferred ownership of 5% of StreetLinks to the
Chief Executive Officer of StreetLinks.

On April 26, 2009, the Company acquired a 70% interest in Advent
Financial Services, LLC, a start up operation which will provide
access to tailored banking accounts, small dollar banking products
and related services to meet the needs of low and moderate income
level individuals, for an initial cash contribution into Advent of
$2 million.  Management is continuing to evaluate opportunities to
invest excess cash as it is available.


NUTRACEA: Obtains Court Approval for DIP Financing
--------------------------------------------------
NutraCea disclosed that its request for approval to access debtor-
in-possession financing, along with other routine first day
motions, was approved on November 12, 2009 in the U.S. Bankruptcy
Court for the District of Arizona.  NutraCea now has access to the
funds in the Debtor-in-Possession (DIP) financing facility
provided through Wells Fargo Bank, N.A.

The DIP facility provides lines of credit totaling $6,750,000 and
a net increase in available funding in excess of $3,000,000.
Those funds, combined with cash flow from operations, will allow
the Company to resume more normal day-to-day operations, including
payment of post-petition obligations to vendors and professional
service providers and payment of employee wages and benefits, all
in the normal course of business going forward.

Chief Executive Officer, W. John Short said, "We are pleased with
the Court's decision to approve the DIP financing provided through
Wells Fargo Bank.  With access to working capital in place we can
return to more normal day-to-day operations and focus on
implementing the next steps in our restructuring plan.  While
there is a lot of work before us in the coming months, we remain
optimistic about our management team's ability to successfully
restructure the Company and emerge as a more focused, stronger and
viable company."

NutraCea filed a voluntary petition under Chapter 11 on November
10, 2009 in order to restructure its operations under court
supervised protection. That filing did not include any of the
Company's subsidiaries.

                          About NutraCea

NutraCea -- http://www.NutraCea.com.-- is a world leader in
production and utilization of stabilized rice bran.  NutraCea
holds many patents for stabilized rice bran (SRB) production
technology and proprietary products derived from SRB.  NutraCea's
proprietary technology enables the creation of food and nutrition
products to be unlocked from rice bran, normally an underutilized
by-product of standard rice processing.

The company filed for Chapter 11 protection on November 10, 2009
(Bankr. D. Ariz. Case No. 09-28817).  S. Cary Forrester, Esq., at
Forrester & Worth, PLLC, represents the Debtor in its
restructuring efforts.  In its petition, the Debtor estimated
assets of between $50 million and $100 million, and debts of
between $10 million and $50 million.


OMNI ENERGY: Secures Senior Credit Facility Amendment
-----------------------------------------------------
OMNI Energy Services Corp. has entered into an amendment to its
senior secured credit facility maturing April 23, 2013, providing
for a waiver of a violation of the Facility's fixed charge
coverage requirement of 1.25 to 1.00 for the twelve month period
ended September 30, 2009 and each and every event of default
arising solely from the violation.

In addition, the Company reduced the total available principal
under the Facility from $75.0 million to $56.0 million reflecting
the principal payments previously made and applied to the term
portion of the Facility in the amount of $14.0 million.  The
Company also reduced the revolving credit capacity to
$20.0 million from $25.0 million reflecting the Company's current
business needs.  As of November 12, 2009, the Company had no
outstanding borrowings under this revolving credit facility and
had $15.5 million of capacity of which $6.0 million was being
utilized for standby letters of credit and other contingencies.

Among other modifications, the fixed charge coverage ratio
requirement (as defined in the Facility) was modified to reflect a
requirement of .90 to 1.00 for the twelve month period ending
December 31, 2009 and June 30, 2010, 1.00 to 1.00 for the twelve
month periods March 31, 2010, September 30, 2010, and December 31,
2010, and 1.10 to 1.00 for the twelve month periods ending
March 31, 2011, June 30, 2011, September 30, 2011, and
December 31, 2011.

Subject to certain limitations, the Company has the ability to
select how interest will be computed.  Interest may be determined
by reference to the London Inter-bank Offered Rate (LIBOR), or the
Fed Funds Rate plus 0.5%, each of which is subject to a floor of
1.0% plus an applicable margin between 4.0% and 4.5%.

In addition, other features of the Facility were modified to
reflect the current business needs of the Company.

Ronald D. Mogel, Senior Vice-President and Chief Financial Officer
commented, "We are very pleased with the senior credit facility
amendment which gives OMNI the necessary flexibility to manage our
business through this tough economic cycle while also providing
the financial resources necessary to support our growth in active
business segments.  The success of this transaction is the result
of a team effort on the part of the OMNI financial group and our
lenders who continue to show their commitment to and confidence in
OMNI. "

Headquartered in Carencro, LA, OMNI Energy Services Corp. offers a
broad range of integrated services to geophysical companies
engaged in the acquisition of on-shore seismic data and to oil and
gas companies operating in the Gulf of Mexico as well as the
prolific oil and gas producing regions of the continental United
States of America.  OMNI provides its services through five
business segments: Seismic Services (including drilling, survey
and permitting services), Environmental Services, Equipment
Leasing, Fluid and Transportation Services and Other Services.


OPTI CANADA: Moody's Downgrades Corporate Family Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service lowered OPTI Canada Inc.'s Caa1
Corporate Family Rating to Caa2, and Caa1 $1.75 billion second
lien notes rating to Caa3.  Moody's also assigned a B1 rating to
OPTI's proposed C$150 million secured revolver and a B2 rating to
its proposed secured notes issue.  The rating outlook remains
negative.  The ratings on the existing C$350 million revolver will
be withdrawn when the new C$150 million revolver closes.

The lowering of the CFR reflects the incremental debt burden
assumed by OPTI as a result of the notes issue.  While
approximately C$135 million of the notes proceeds will be used to
repay the existing revolver with the balance retained as cash,
Moody's expect the initially robust cash on hand to be
substantially used over the course of the next twelve to fifteen
months as ramp up of the Long Lake steam assisted gravity drainage
and bitumen upgrader joint-venture continues.  Moody's expect
negative operating cash flow during this ramp up period,
necessitating the funding of capex and very large debt service
payments from the cash balance.  The purpose of the new notes
issue is to provide the company with liquidity and covenant relief
while it completes a recently announced strategic review over the
next twelve months.

The negative outlook considers the uncertainty surrounding the
timing and ultimate success of the ramp up at Long Lake and,
longer term, and the susceptibility of Long Lake's cash flows to
oil prices and operating performance given the high debt service
burden.

OPTI's liquidity will be significantly enhanced by the proposed
notes and revolver.  Post closing the revolver should be undrawn
and the cash balance significant, although Moody's expect the cash
to be substantially used over the course of the next year.  With
the elimination of the existing revolver, OPTI's only financial
covenant will be maintenance of a minimum debt to capitalization
ratio of 70%, with which it should remain in compliance over the
next twelve months.

The new notes and revolver have a first lien on substantially all
of OPTI's assets, with the revolver ranking prior to the notes via
an inter-creditor agreement.  Under Moody's Loss Given Default
Methodology, the revolver and notes are notched up from the CFR
given the large cushion of unsecured debt below them in the
capital structure.  The revolver is assigned a higher rating than
the new notes given its prior ranking under the terms of the
inter-creditor agreement.

Downgrades:

Issuer: OPTI Canada Inc.

  -- Corporate Family Rating, Downgraded to Caa2 from Caa1

  -- Senior Secured Regular Bond/Debenture, Downgraded to Caa3,
     LGD4, 63% from Caa1, LGD4, 58%

  -- Senior Secured Regular Bond/Debenture, Downgraded to Caa3
     from Caa1

Assignments:

Issuer: OPTI Canada Inc.

  -- Senior Secured Bank Credit Facility, Assigned B1, LGD1 01%
  -- Senior Secured Regular Bond/Debenture, Assigned B2, LGD2 18%

OPTI's ratings have been assigned by evaluating factors that
Moody's believes are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside OPTI's core industry.

The last rating action on OPTI was on September 28, 2009, when its
CFR was confirmed at Caa1 and the outlook changed to negative.
OPTI Canada Inc., headquartered in Calgary, Alberta, holds a 35%
interest in Long Lake, an in-situ oil sands operation near Fort
McMurray, Alberta.


OPTI CANADA: S&P Assigns 'B+' Rating on US$245 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' debt
rating to OPTI Canada Inc.'s proposed US$425 million senior
secured notes due 2012, and its C$150 million secured revolving
credit facility.  (The closing of the new credit facility is
subject to the notes' sale.) S&P will withdraw the ratings on
OPTI's existing C$350 million credit facility when the proposed
credit facility closes.  S&P also assigned a '1' recovery rating
to the notes and credit facility, indicating S&P's expectations of
very high (90%-100%) recovery in the event of a default.

S&P views the sale of the proposed notes as neutral to OPTI's
credit profile.

"Although the company will materially increase the debt on its
balance sheet, the enhanced liquidity and removal of the debt-to-
cash flow covenant somewhat mitigate the negative credit profile
effects of the higher leverage," said Standard & Poor's credit
analyst Jamie Koutsoukis.  Furthermore, S&P believes that the
increased leverage will be short-term as the offering is intended
to establish sufficient liquidity and flexibility for the company
to proceed with its review of strategic alternatives.  "Should
OPTI not reduce its debt levels following the completion of its
strategic review, a negative rating action is likely," Ms.
Koutsoukis added.

In S&P's opinion, the ratings on OPTI reflect the company's high
leverage, expected negative cash flow generation after debt
servicing obligations for 2010, and the Long Lake project's
execution risk.  S&P believes that somewhat mitigating these
constraints are the above-average reserve life index of its oil
sands leases; an expected stable production profile, with
negligible finding costs; and the forecast competitive netbacks
and reduced natural gas fuel requirements associated with the
OrCrude upgrading process.

                           Ratings List
                         OPTI Canada Inc.

       Corporate credit rating               B-/Negative/--

                         Rating Assigned

              US$425 mil. sr. sec. nts.            B+
               due Dec. 1, 2012
               Recovery rating                     1

              C$150 mil. revolv. crdt. fac.        B+
               due Dec. 15, 2011
               Recovery rating                     1


OSAGE EXPLORATION: Posts $240,600 Net Loss in Q3 2009
-----------------------------------------------------
Osage Exploration and Development, Inc., reported a net loss of
$240,600 for the three months ended September 30, 2009, compared
with a net loss of $955,221 in the same period in 2008.

Total revenues were $747,885, a decrease of $187,138, or 20.0%, in
2009 compared to $935,023 in 2008.

Operating loss was $243,281 in 2009, an improvement of $257,706
compared to an operating loss of $500,987 in 2008.

Interest expense was $1,333 and $253,312 in 2009 and 2008,
respectively.  Interest expense in 2008 consisted primarily of the
amortization of the beneficial conversion feature of the
$1,100,000 unsecured convertible promissory note, which converted
into shares of common stock in September 2008.

The decrease in net loss of $714,621 consists primarily of a
$257,706 decrease in operating loss and a decrease in interest
expense of $251,979 in 2009 compared to 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $3,076,396 in total assets, $173,172 in total liabilities,
and $2,903,224 in total shareholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?49a0

                       Going Concern Doubt

The Company incurred significant losses and negative cash flow in
the last three years as well as the nine months ended
September 30, 2009, and has an accumulated deficit of $8,456,510
at September 30, 2009, and $6,155,716 at December 31, 2008.
Substantial portions of the losses are attributable to asset
impairment charges, stock based compensation expense, professional
fees and interest expense.  The Company's operating plans require
additional funds that may take the form of debt or equity
financings.  There can be no assurance that additional funds will
be available.  The Company says its ability to continue as a going
concern is in substantial doubt and is dependent upon achieving a
profitable level of operations and obtaining additional financing.

In the event that the Company is unable to continue as a going
concern, the Company says it may elect or be required to seek
protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in
bankruptcy.

              About Osage Exploration and Development

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.


PPA HOLDINGS: Court Establishes January 15 as Claims Bar Date
-------------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California has established Jan. 15, 2010, as
the last day of creditors in the Chapter 11 cases of PPA Holdings
LLC, et. al., to file proofs of claim.

Irvine, California-based PPA Holdings LLC is in the real property
investment business.

The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C.D. Calif. Lead Case No. 09-16353).  Nanette D.
Sanders, Esq., and Todd C. Ringstad, Esq., at Ringstand & Sanders
LLP, represent the Debtors in their restructuring efforts.
Richard W. Esterkin, Esq., at Morgan Lewis & Bockius LLP,
represents the official committee of unsecured creditors as
counsel.  The Debtors listed $10 million to $50 million in assets
and $50 million to $100 million in debts.


PPA HOLDINGS: Court OKs Access to Universal Bank Cash Collateral
----------------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California approved the stipulation entered
among PPA Holdings LLC, et. al., and Universal Bank, a secured
creditor, authorizing the use of cash collateral.

Specifically, the parties agreed that:

   1. The Debtor will pay the monthly payment to creditor as
      adequate protection on or before the 20th day of the month,
      or, if the 20th day falls on a weekend or holiday, the first
      business day thereafter.

   2. The Debtor may continue to use the income generated by the
      property for the costs of maintenance and preserving the
      property, including the overhead and payroll allocated to
      the property on a per unit basis, well as for the monthly
      payments.  The Debtor will provide monthly report of all
      income and expenditures and a comparison of budget to actual
      income and expenditures.

   3. All net rental income not paid over the creditor will be
      held in the debtor-in-possession account and not used for
      any purpose other than payment of the costs of maintenance
      and preserving the property, including the overhead and
      payroll allocated to the property on a per unit basis.

   4. Either party to the stipulation may, at any time, provide to
      the other party 30 days written notice of the termination of
      the agreement.  In the circumstance, the Debtor will have a
      continuing right to use cash collateral for a period of 30
      days after the giving of the notice.  After the 30-day
      period has expired, the Debtor may thereafter use the cash
      collateral generated by the property only in accordance with
      a further agreement reached between the parties or an order
      of the Bankruptcy Court obtained upon notice to creditor and
      a hearing.

                         About PPA Holdings

Irvine, California-based PPA Holdings LLC is in the real property
investment business.

The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C.D. Calif. Lead Case No. 09-16353).  Nanette D.
Sanders, Esq., and Todd C. Ringstad, Esq., at Ringstand & Sanders
LLP, represent the Debtors in their restructuring efforts.
Richard W. Esterkin, Esq., at Morgan Lewis & Bockius LLP,
represents the official committee of unsecured creditors as
counsel.  The Debtors listed $10 million to $50 million in assets
and $50 million to $100 million in debts.


POPE & TALBOT: Files Avoidance Suit vs. 170+ Defendants
-------------------------------------------------------
Net Dockets relates that George L. Miller, the Chapter 7 trustee
for the bankruptcy estates of Pope & Talbot, Inc., and its
affiliates, has filed adversary complaints against more than 170
defendants.

Pursuant to Section 547 of the Bankruptcy Code, transfers made by
a debtor in the 90 days prior to its bankruptcy filing (or one
year for transfers made to insiders) are deemed preferential and
may be recoverable by the debtor.  According to Net Dockets, in
addition to seeking recovery of payments as preferential
transfers, the complaints seek recovery on the basis that the
transfers constitute fraudulent conveyances under Section 548 of
the Bankruptcy Code and on the basis that the transfers may have
been avoidable post-petition transfers under Section 549.

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- was a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produced market
pulp and softwood lumber at mills in the U.S. and Canada.  Markets
for the company's products include the U.S., Europe, Canada, South
America and the Pacific Rim.

PricewaterhouseCoopers Inc. petitioned for Chapter 15 Bankruptcy
on Aug. 22, 2008, (Bankr. D. Del. Lead Case No. 08-11933).
Fourteen debtor-affiliates with pending Chapter 7 cases also filed
for separate Chapter 15 petitions.  Michael R. Lastowski, Esq., at
Duane Morris LLP represents the Debtors in their restructuring
efforts.  The Debtors listed assets between $100 million and
$500 million, and debts between $100 million and $500 million.

On Oct. 28, 2007, the company and its U.S. and Canadian
subsidiaries applied for protection under the Companies' Creditors
Arrangement Act of Canada.  The Debtors' CCAA Stay expired on
Jan. 16, 2008.

On Nov. 19, 2007, the company and 14 of its debtor-affiliates
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
07-11738).   The Court converted their Chapter 11 cases to a
Chapter 7 liquidation proceeding.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.


RADIAN GROUP: To Purchase Securities Issued by 3 Custodial Trusts
-----------------------------------------------------------------
Philadelphia-based Radian Group Inc. has commenced three separate
tender offers to purchase securities issued by each of the three
custodial trusts related to the contingent capital program of
Radian Asset Assurance Inc., Radian's principal financial guaranty
subsidiary.  The target securities with a face amount of $100,000
per security were issued by the three separate trusts with an
aggregate face amount of $50 million issued by each trust, or an
aggregate face amount of $150 million issued by all three trusts.
The offer is expected to expire at 5:00 p.m., Eastern Time, on
December 16, 2009, unless extended by Radian.

Pursuant to the offer, Radian or a designated subsidiary of Radian
will purchase securities tendered at or before 5:00 p.m., Eastern
Time, on December 16, 2009, for the tender price of $17,000 per
security and will pay an early tender premium of $8,000 (for a
total consideration of $25,000) per security for securities
tendered at or before 5:00 p.m., Eastern Time, on December 2,
2009.

The offer with respect to each trust is expected to be conditioned
upon, among other things, the purchase of a majority of the
securities issued by the particular trust and the consent by the
holders of a majority of the securities of such trust to certain
amendments to the documents underlying the program necessary to
permit the purchase by Radian.  Radian's offer to purchase the
securities issued by one of the trusts will not be conditioned
upon the success of Radian's offers for the securities of either
of the other trusts.

Goldman, Sachs & Co. will act as dealer-manager for the offers and
consent solicitations and can be contacted at (800) 828-3182
(toll-free) or, for banks and brokers, (212) 902-5183. The
information agent for the offers and consent solicitations is
Global Bondholder Services Corporation.  Requests for copies of
the Purchase Offer Memorandum and Consent Solicitation Statement
and related documents may be directed to Global Bondholder
Services Corporation at (866) 857-2200 (toll-free) or, for banks
and brokers, (212) 430-3774.

The solicitation is being made solely pursuant to Radian's
Purchase Offer Memorandum and Consent Solicitation Statement dated
November 17, 2009, and the related Consent and Letter of
Transmittal.  The offer is subject to certain conditions and
presents certain risks for holders who tender their securities and
provide their consent, as set forth more fully in the Purchase
Offer Memorandum and Consent Solicitation Statement.  Radian
reserves the right to amend, extend or terminate the offering.

                           About Radian

Radian Group Inc. (NYSE: RDN) -- http://www.radian.biz/--
headquartered in Philadelphia, provides private mortgage insurance
and related risk mitigation products and services to mortgage
lenders nationwide through its principal operating subsidiary,
Radian Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.


RADLAX GATEWAY: Bomel Wants Ch. 11 Case Transferred to California
-----------------------------------------------------------------
Creditor Bomel Construction Co., Inc. asks the U.S. Bankruptcy
Court for the Northern District of Illinois to approve the
transfer the Chapter 11 cases of RadLAX Gateway Hotel, LLC, and
its debtor-affiliates from this Court to the Central District of
California.

According to the Net Dockets report, Bomel Construction was hired
to "design and build an eight-level 2,543 car stall cast-in-place
concrete parking structure" which is currently unfinished and
unusable.  Bomel asserts that it is due $15.5 million on the
construction contract for the parking structure.

Bomel argues that the only basis for venue in Illinois is the
location of the LLC's members and technical headquarters.

Bomel relates that the Debtor has no other domestic business
activity or presence outside of California.  The Debtor's assets
and pending litigation are all in California.  The majority of the
Debtor's creditors are in California.

Bomel says that the case must be transfered in the interest of
justice and the convenience of the parties.

Oak Brook, Illinois-based RadLAX Gateway Hotel, LLC, operates a
hotel.  The Company and its affiliates filed for Chapter 11 on
Aug. 17, 2009 (Bankr. N.D. Ill. Case Nos. 09-30047 - 09-30032).
David M. Neff, Esq., at Perkins Coie LLP, represents the Debtors
in their restructuring efforts.  In their petition, the Debtors
listed  $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in debts.


R.H. DONNELLEY: Wolf Haldenstein & Herz LLP Commences Class Action
------------------------------------------------------------------
On November 13, 2009, Wolf Haldenstein Adler Freeman & Herz LLP
filed a class action lawsuit in the United States District Court,
District of Delaware, on behalf of all persons who purchased the
publicly traded securities of RH Donnelley between July 26, 2007
and May 28, 2009 against certain officers and directors of RH
Donnelley pursuant to 10(b) and 20(a) of the 1934 Act and SEC Rule
10b-5.

The case name is styled Saggese v. Swanson, et al.  A copy of the
complaint filed in this action is available from the Court, or can
be viewed on the Wolf Haldenstein Adler Freeman & Herz LLP Web
site at http://www.whafh.com.

The complaint alleges that during the Class Period, defendants
issued materially false and misleading statements regarding the
Company's business and financial results.  Defendants caused the
Company to fail to properly account for its bad debt expense and
timely write down its impaired goodwill.  As a result of
defendants' false and misleading statements, RH Donnelley's stock
traded at artificially inflated prices during the Class Period,
trading as high as $66.67 in July 2007.

Beginning in February 2008, defendants began to acknowledge
problems in the Company's operations and with its financial
results.  Nonetheless, these partial disclosures were accompanied
by denials and continued misrepresentations by defendants.

On March 12, 2009, RH Donnelley announced that it had retained
Lazard Ltd. as a financial advisor to assist in the evaluation of
its capital structure, including various balance sheet
restructuring alternatives.

Then, on May 29, 2009, RH Donnelley filed for bankruptcy. The
stock now trades at around two cents per share.

As a result of defendants' false statements and omissions, RH
Donnelley's stock traded at artificially inflated prices during
the Class Period.  However, after the above revelations seeped
into the market, the company's shares were hammered by massive
sales, sending them down more than 99% from their Class Period
high.

In ignorance of the false and misleading nature of the statements
described in the complaint, and the deceptive and manipulative
devices and contrivances employed by said defendants, plaintiff
and the other members of the Class relied, to their detriment, on
the integrity of the market price of RH Donnelley publicly traded
securities.  Had plaintiff and the other members of the Class
known the truth, they would not have purchased said securities, or
would not have purchased them at the inflated prices that were
paid.

Wolf Haldenstein has extensive experience in the prosecution of
securities class actions and derivative litigation in state and
federal trial and appellate courts across the country. The firm
has approximately 70 attorneys in various practice areas; and
offices in Chicago, New York City, San Diego, and West Palm Beach.
The reputation and expertise of this firm in shareholder and other
class litigation has been repeatedly recognized by the courts,
which have appointed it to major positions in complex securities
multi-district and consolidated litigation.

If you wish to discuss this action or have any questions, please
contact Wolf Haldenstein Adler Freeman & Herz LLP at 270 Madison
Avenue, New York, New York 10016, by telephone at (800) 575-0735
(Gregory Mark Nespole, Esq., Gustavo Bruckner, Esq. or Derek
Behnke), via e-mail at classmember@whafh.com or visit our website
at www.whafh.com. All e-mail correspondence should make reference
to RH Donnelley.

                   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)


ROSALINDA MALLARI: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors: Rosalinda Musni Mallari
               Jaime Matias Mallari
               107 Aldenglen Dr.
               South San Francisco, CA 94080

Bankruptcy Case No.: 09-33569

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Debtor's Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  Email: KRG@ELAWS.COM

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


SALEM COMMUNICATIONS: Refinancing Cues Moody's 'B3' Rating Review
-----------------------------------------------------------------
Moody's Investors Service placed Salem Communications Holding
Corporation's B3 Corporate Family Rating and Caa1 Probability of
Default Rating on review for possible upgrade and assigned a (P)B2
rating to Salem Communications Corporation's proposed $300 million
senior secured second lien notes due 2016.  The review follows
Salem's announcement that it intends to refinance all of Salem
Holdings' existing debt with the net proceeds of the second lien
notes, existing cash and borrowings under a new $30 million
revolving credit facility.

On Review for Possible Upgrade:

Issuer: Salem Communications Holding Corporation

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B3

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Caa1

Assignments:

Issuer: Salem Communications Corporation

  -- Senior Secured Regular Bond/Debenture, Assigned a (P)B2, LGD4
     - 53%

Outlook Actions:

Issuer: Salem Communications Holding Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Salem Communications Corporation

  -- Outlook, Changed To Stable From Rating Withdrawn

The review reflects Moody's increased level of confidence that
improved credit market conditions will allow the company to access
markets on sufficiently economic terms to address its near-term
liquidity needs and retire at par all of Salem Holdings' existing
$321 million of debt, which debt would otherwise mature over the
next year.  Moody's believes the refinancing would significantly
improve the company's liquidity position and this drives the
review.  The existing CFR and PDR factors in some potential that
the company would be unable to meet its refinancing needs or would
need to retire existing debt at a discount in a transaction that
would have been considered a distressed exchange.  The Caa2 rating
on the existing 2010 senior subordinated notes is not covered by
the review.  This rating, along with the CFR and PDR, would remain
unchanged or potentially be lowered further if the proposed
refinancing does not occur and the company is unable to address
its refinancing needs in a timely manner.  Moody's will withdraw
the ratings on the existing subordinated notes if they are
substantially repaid in conjunction with the proposed tender offer
or otherwise retired (such as via Salem Holdings' December 15,
2010 call option at par).

The (P)B2 rating on the proposed second lien notes are based on
Moody's expectation that Salem's CFR and PDR will be upgraded to
B2 if the refinancing closes in accordance with the proposed
terms.

The prospective B2 CFR and stable rating outlook reflects the
company's strong market position in Christian teaching and talk
radio and good liquidity position, tempered by high leverage
(approximately 5.8x LTM 9/30/09 debt-to-EBITDA pro forma for the
transaction and incorporating Moody's standard adjustments), small
scale, reliance on the mature radio industry, and exposure to
cyclical changes in client spending.  Salem benefits from the
revenue it receives from block programmers.  This business does
not rely materially on advertising spending and fluctuates less
with economic conditions, facilitating less revenue volatility
than traditional radio broadcasters.  Not-for-profit entities
comprise the majority of block programming clients and are driven
by donations and other forms of fundraising.  These funding
sources can exhibit cyclical volatility, but block programming
generally has very high annual renewal rates (exceeding 90%) and
is driven by longer-term factors such as maintaining audience to
sustain a donor pool.  The station portfolio is largely in top 25
markets with a broad geographic footprint, but the top two markets
(Los Angeles, and Dallas) account for approximately 35% of
revenue.  Salem has a very strong and leading position in the
niche religious format, with limited direct competition for
similar programming, although the company competes for consumer
time and attention with a wide variety of news and information
providers and leisure activities.

Moody's anticipates that cash interest costs will increase
significantly as a result of the transaction and this will weaken
free cash flow conversion and interest coverage.  The prospective
increase in the CFR reflects that the cash interest expense
increase is less than anticipated in the B3 CFR and would be
completed without a transaction considered a distressed exchange.

The proposed notes will be secured by a second lien on
substantially all of the assets of Salem and its operating
subsidiaries and guaranteed by substantially all of Salem's
current and future operating subsidiaries.  The lien will be
subordinated to the lien on the $30 million first lien revolving
credit facility.  Moody's anticipates that the CFR and PDR will be
reassigned to Salem if all of the debt at Salem Holdings is
retired.

Moody's last rating action on Salem Holdings was a downgrade of
the CFR to B3 from B2, PDR to Caa1 from B3, and senior
subordinated notes to Caa2 from Caa1 on April 2, 2009.

Salem, headquartered in Camarillo, California, is a religious
programming radio broadcaster owning 93 radio stations in 36
markets upon completion of all announced transactions.  Salem is
the parent of Salem Holdings.  Annual revenue is approximately
$200 million.


SALEM COMMUNICATIONS: S&P Shifts Watch on B- Rating to Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its corporate credit and issue-level ratings
related to Camarillo, California-based radio broadcasting company
Salem Communications Corp. to developing from negative.
Developing implications indicate that the ratings could be either
raised or lowered over the near term, depending on the outcome of
the company's refinancing proposal.  Ratings on the company,
including the 'B-' corporate credit rating, remain unchanged.  The
company is attempting to refinance its capital structure.  If it
is successful in doing so, S&P would expect to raise the corporate
credit rating by one notch, to 'B' with a stable outlook.

At the same time, S&P assigned Salem's proposed $300 million
senior secured second-lien notes due 2016 S&P's issue-level rating
of 'B' (at the same level as its expected corporate credit rating
on the company if its refinancing transaction is successful).  S&P
also assigned this debt a recovery rating of '3', indicating its
expectation of meaningful (50% to 70%) recovery for noteholders in
the event of a payment default.  The ratings on the second-lien
notes are premised on their successful placement and are subject
to Standard & Poor's receipt and satisfactory review of final
documentation.  S&P would withdraw the ratings if the issuance is
not completed.

S&P would expect to withdraw its ratings on the senior
subordinated notes issued by Salem Communications Holding Corp. if
the refinancing and tender offer is successful.

"The developing CreditWatch listing follows the steps taken by
Salem to refinance its entire capital structure in advance of
pending maturities," explained Standard & Poor's credit analyst
Michael Altberg.

Salem announced that it has commenced a tender offer at par for
its $89.7 million 7.75% senior subordinated notes, which mature on
Dec. 15, 2009.  The company plans to finance the tender offer by
issuing $300 million of senior secured second-lien notes.
Completion of the tender offer is conditioned on the receipt of
sufficient proceeds from the second-lien notes offering.  The
second-lien notes also would be used to repay the company's
existing senior secured credit facilities (not rated by Standard &
Poor's), consisting of a $75 million term loan B ($71.2 million
outstanding as of Sept. 30, 2009) maturing March 10, 2010 and a
$165 million term loan C ($160.0 million outstanding) maturing
June 30, 2012 (or six months prior to the maturity of any
subordinated debt, i.e., effectively June 15, 2010).  Salem is
entering into a new $30 million revolving credit facility maturing
in 2012.  The proposed transaction eliminates S&P's concerns
surrounding impending 2010 maturities, when all of the company's
debt was coming due.

In resolving its CreditWatch listing, S&P will assess the results
of the proposed transaction.  If successful, S&P would expect to
raise the corporate credit rating by one notch to 'B' with a
stable outlook.  S&P could lower the rating if it appears that
Salem would not be able to complete its refinancing objectives.


SALON MEDIA: Posts $1.08-Mil. Net Loss in FY2010 Second Quarter
---------------------------------------------------------------
Salon Media Group, Inc., reported a net loss of $1,079,000 on net
revenues of $1,025,000 for the three months ended September 30,
2009, compared with a net loss of $1,281,000 on net revenues of
$1,977,000 in the same period in the previous fiscal year.

For the six months ended September 30, 2009, net loss was
$2,334,000 on net revenues of $2,014,000, compared with a net loss
of $1,863,000 on net revenues of $3,884,000 in the same period in
the previous fiscal year.

At September 30, 2009, the Company's consolidated balance sheets
showed $2,732,000 in total assets and $7,223,000 in total
liabilities, resulting in a $4,491,000 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $2,032,000 in total current
assets available to pay $4,281,000 in total current liabilities.

A full-text copy of the Company's consolidated financial
statements for the three and six months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?4992

The Company reported a net loss of $4,699,000 on net revenues of
$6,874,000 for the year ended March 31, 2009, compared with a net
loss of $3,409,000 on net revenues of $7,513,000 for the year
ended March 31, 2008.

At March 31, 2009, the Company's consolidated balance sheets
showed $3,330,000 in total assets and $5,750,000 in total
liabilities, resulting in a $2,420,000 shareholders' deficit.

A full-text copy of the Company's consolidated financial
statements for the year ended March 31, 2009, is available for
free at http://researcharchives.com/t/s?4993

                       Going Concern Doubt

Burr, Pilger & Mayer LLP, Salon's independent accountants for the
year ended March 31, 2009, has included a paragraph in its report
indicating that substantial doubt exists as to Salon's ability to
continue as a going concern because of Salon's recurring operating
losses, negative cash flow and accumulated deficit.

                        About Salon Media

Based in San Francisco, Salon Media Group Inc. (OTC: SLNM.OB) --
http://www.salon.com/-- is an online news and social networking
company and an Internet publishing pioneer.


SELECT COMFORT: Enters Into New Credit Agreement with Lenders
-------------------------------------------------------------
Select Comfort Corporation has entered into an amended and
restated credit agreement with its lenders.  The credit facility,
which extends through June 30, 2011, provides an initial
commitment of up to $55 million.

The company also stated it has received a $10 million investment
from Sterling Partners pursuant to the terms of the previously
announced Securities Purchase Agreement.  Sterling Partners
invested $10 million in exchange for 2.5 million shares of the
company's common stock priced at $4.00 per share and warrants to
purchase two million shares of the company's common stock at an
exercise price of $0.01 per share.

"The credit agreement and Sterling Partners investment represent
an important milestone in our efforts to strengthen our balance
sheet and increase our financial flexibility.  We believe they
reflect growing confidence by investors and lenders in the future
of Select Comfort," said Bill McLaughlin, president and CEO,
Select Comfort Corporation.  "Since the beginning of the year, we
have made substantial progress against our key priorities and have
reported improved sales trends and profitability.  With this
credit agreement and Sterling Partners investment, we have now
addressed a key priority of improving our capital structure.
While we continue to pursue steps to further strengthen our
capital position, we believe we have a solid foundation and look
forward to building on our positive momentum."

Additional details of the amended and restated credit agreement
are outlined in the company's Current Report on Form 8-K, which
will be filed with the Securities and Exchange Commission.

                 About Select Comfort Corporation

Based in Minneapolis, Select Comfort designs, manufactures,
markets and supports a line of adjustable-firmness mattresses
featuring air-chamber technology, branded the Sleep Number(R) bed,
as well as foundations and bedding accessories.  SELECT COMFORT(R)
products are sold through its approximately 400 company-owned
stores located across the United States; select bedding retailers;
direct marketing operations; and online at
http://www.sleepnumber.com/

Select Comfort Corporation reported $86.9 million in total assets
and $133.2 million in total liabilities, resulting to
$46.3 million in stockholders' deficit as of July 4, 2009.


SEMGROUP ENERGY: Reports $2.9 Mil. Net Loss for Sept. 30 Quarter
----------------------------------------------------------------
SemGroup Energy Partners, L.P., reported a net loss of
$2.9 million, or $0.08 per basic and diluted common unit, on
total revenues of $40.0 million, for the three months ended
September 30, 2009.  For the nine months ended September 30, 2009,
SGLP announced a net loss of $8.0 million, or $0.23 per basic and
diluted common unit, on total revenues of $119.7 million.

These results compare to a net loss of $11.9 million and net
income of $19.5 million on revenues of $53.8 million and
$149.3 million for the three and nine months ended September 30,
2008, respectively.

SGLP generated $14.1 million and $45.0 million in earnings before
interest, taxes, depreciation and amortization, or EBITDA, for the
three and nine months ended September 30, 2009, respectively.
This EBITDA is inclusive of certain expenses totaling $3.0 million
and $10.1 million for the three and nine months ended
September 30, 2009, respectively, related primarily to incremental
professional and legal expenses associated with the bankruptcy of
SemGroup, L.P. -- Private Company -- and the reconstruction of
SGLP's business following the Private Company's bankruptcy.  These
expenses are expected to be nonrecurring.

Net income (loss) and EBITDA continue to be impacted by decreased
revenues in the Crude Oil Gathering and Transportation and Asphalt
Services segments.  Revenues in the Crude Oil Gathering and
Transportation segment have been significantly impacted by the
Private Company's bankruptcy filing which has led to decreased
volumes being transported.  Historically, the Private Company was
a purchaser of crude oil and utilized SGLP's gathering and
transportation assets to deliver its crude oil to market.  As SGLP
is not in the business of purchasing crude oil, the utilization of
SGLP's crude oil gathering and transportation assets is now
dependent on third party purchasers of crude oil, some of whom own
alternative gathering and transportation assets.

Further, revenues in the Asphalt Services segment were impacted by
the Private Company's rejection of the Terminalling Agreement
effective March 31, 2009, and the timing of SGLP's entering into
new leases and storage agreements with third party customers in
the middle of the second quarter of 2009.

The negative revenue impacts were partially offset by comparable
year-over-year revenues from the Crude Oil Terminalling and
Storage segment which reflect continued strong demand for crude
oil storage.

At September 30, 2009, the Company had total assets of
$316.8 million against total current liabilities of $27.9 million,
and long-term debt of $422.4 million, resulting in partners'
deficit of $133.6 million.

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?49a3

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?49a2

On October 8, 2009, SGLP announced that Vitol, Inc., entered into
an agreement to purchase the general partner of SGLP.  Vitol Inc.
is the principal U.S. subsidiary of the Vitol Group. Vitol is
engaged in the global physical supply and distribution of crude
oil, petroleum products, coal, natural gas, and other commodities.
Vitol was founded in 1966, and is headquartered in the
Netherlands.  Vitol moves over 5 million barrels of crude oil and
petroleum products every day throughout the world, charters more
than 3,000 ships annually and had annual revenues of $191 billion
in 2008.

Kevin Foxx, President and Chief Executive Officer of SGLP's
general partner, stated, "Third quarter results and the pending
change of control of our general partner change are anticipated to
further stabilize our transportation and storage business.  We
expect the Vitol transaction to close in the near future after
consent is received from our lenders and look forward to the new
era with Vitol as the owner of our general partner.  Lastly, we
are pleased to announce that we are changing our name to
Blueknight Energy Partners, L.P., and expect the change to become
effective on December 1, 2009.  We are extremely excited to
continue our business as Blueknight Energy Partners and expanding
our presence under a new flag and leadership.  We will update
information regarding our ticker symbol as soon as a new one has
been assigned to us."

            10-Q Delay; Manchester Reimbursement Demand

The Company was unable to file, without unreasonable effort and
expense, its Form 10-Q for the quarter ended September 30, 2009,
by the November 9, 2009, due date.

On November 5, 2009, SemGroup Energy Partners was notified by
Manchester Securities Corp., which controls SemGroup Energy
Partners' general partner -- SemGroup Energy Partners G.P., L.L.C.
-- that Manchester is requesting reimbursement of certain expenses
of roughly $1.3 million that it states were incurred for the
benefit of SemGroup Energy Partners and as such are reimbursable
under the provisions of the partnership agreement of SemGroup
Energy Partners.

In its 10-Q report, the Company said the Partnership requested and
received information submitted by Manchester supporting the claim
and, accordingly, the Partnership has accrued approximately
$1.3 million of expenses in the three months ended September 30,
2009.

                          Going Concern

Due to the events related to the bankruptcy filings of SemGroup,
L.P., including decreased revenues in SemGroup Energy Partners'
crude oil gathering and transportation and asphalt services
segments, increased general and administrative expenses related to
legal and financial advisors as well as other related costs, and
uncertainties related to securities and other litigation, SemGroup
Energy Partners continues to face uncertainties with respect to
its ability to comply with covenants under its credit facility.
These factors raise substantial doubt about SemGroup Energy
Partners' ability to continue as a going concern.

Alex G. Stallings, Chief Financial Officer of Semgroup Energy
Partners, said SemGroup Energy Partners has been pursuing
opportunities to provide crude oil terminalling and storage
services, crude oil gathering and transportation services and
asphalt services to third parties.  As a result of new crude oil
third-party storage contracts, SemGroup Energy Partners increased
its third-party crude oil terminalling and storage revenue from
roughly $1.0 million, or roughly 10% of total crude oil
terminalling and storage revenue during the second quarter of
2008, to roughly $10.2 million, $10.3 million and $10.3 million,
or roughly 88%, 96% and 94% of total crude oil terminalling and
storage revenue for the first, second and third quarters of 2009,
respectively.

In addition, as a result of new third-party crude oil
transportation contracts and reduced commitments of usage by the
Private Company under the Throughput Agreement and New Throughput
Agreement, SemGroup Energy Partners increased its third-party
gathering and transportation revenue from roughly $5.0 million, or
roughly 21% of total gathering and transportation revenue during
the second quarter of 2008, to roughly $13.9 million,
$14.2 million and $13.3 million, or roughly 93%, 98% and 98% of
total crude oil gathering and transportation revenue for the
first, second and third quarters of 2009, respectively.

The significant majority of the increase in third party revenues
results from an increase in third-party crude oil services
provided and a corresponding decrease in the Private Company's
crude oil services provided due to the termination of the monthly
contract minimum revenues under the Throughput Agreement in
September 2008 and reduced revenues under the New Throughput
Agreement.  Average rates for the new third-party crude oil
terminalling and storage and transportation and gathering
contracts are comparable with those previously received from the
Private Company.  However, the volumes being terminalled, stored,
transported and gathered have decreased as compared to periods
prior to the bankruptcy filings of the Private Company, which has
negatively impacted total revenues.  As an example, third quarter
2009 total revenues are roughly $11.9 million (or roughly 24%)
less than second quarter 2008 total revenues, in each case
excluding fuel reimbursement revenues related to fuel and power
consumed to operate SemGroup Energy Partners' liquid asphalt
cement storage tanks.

In addition, SemGroup Energy Partners has entered into leases and
storage agreements with third party customers relating to 45 of
its 46 asphalt facilities.  The majority of these leases and
storage agreements with third parties extend through December 31,
2011.  SemGroup Energy Partners operates the asphalt facilities
pursuant to the storage agreements while SemGroup Energy Partners'
contract counterparties operate the asphalt facilities that are
subject to the lease agreements.  The revenues SemGroup Energy
Partners receives pursuant to these leases and storage agreements
are less than the revenues received under the Terminalling
Agreement with the Private Company.  SemGroup Energy Partners
expects annual revenues from these leases and storage agreements
to be roughly $40 million.

Events related to the bankruptcy filings of the Private Company,
the securities litigation and governmental investigations, and
SemGroup Energy Partners' efforts to enter into storage contracts
with third party customers and pursue strategic opportunities have
resulted in increased expenses beginning in the third quarter of
2008 due to the costs related to legal and financial advisors as
well as other related costs.  General and administrative expenses
(exclusive of non-cash compensation expense related to the vesting
of the units under the SemGroup Energy Partners G. P., L.L.C.
Long-Term Incentive Plan) increased by roughly $3.5 million, or
roughly 152%, to roughly $5.8 million for the third quarter of
2009, compared to $2.3 million in the second quarter of 2008.
SemGroup Energy Partners expects this increased level of general
and administrative expenses to continue for the remainder of 2009
and into 2010.

During the nine months ended September 30, 2009, the weighted
average interest rate incurred by SemGroup Energy Partners was
9.3%.  After giving effect to the Consent, Waiver and Amendment to
Credit Agreement, dated as of April 7, 2009,, amounts outstanding
under SemGroup Energy Partners' credit facility bear interest at
either the LIBOR rate plus 6.5% per annum, with a LIBOR floor of
3.0%, or the federal funds rate plus 0.5% plus 5.5% per annum,
with a Base rate floor of 4.0% per annum.  SemGroup Energy
Partners pays a fee of 1.5% per annum on unused commitments under
its revolving credit facility.  After giving effect to the Credit
Agreement Amendment, interest on amounts outstanding under
SemGroup Energy Partners' credit facility must be paid monthly.

SemGroup Energy Partners' credit facility, as amended by the
Credit Agreement Amendment, requires SemGroup Energy Partners to
pay additional interest on October 6, 2009, April 6, 2010,
October 6, 2010 and April 6, 2011, equal to the product of (i) the
sum of the total amount of term loans then outstanding plus the
aggregate commitments under the revolving credit facility and (ii)
0.5%, 0.5%, 1.0% and 1.0%, respectively.

In October 2009, SemGroup Energy Partners paid additional interest
of $2.3 million.  Due to the Credit Agreement Amendment, the
interest expense SemGroup Energy Partners incurs in 2009 will be
substantially greater than the interest expense it incurred in
2008.

                 About SemGroup Energy Partners LP

Based in Tulsa, Oklahoma, SemGroup Energy Partners, L.P. (Pink
Sheets: SGLP.PK) -- http://www.SGLPEnergy.com/-- owns and
operates a diversified portfolio of complementary midstream energy
assets consisting of roughly 8.2 million barrels of crude oil
storage located in Oklahoma and Texas, roughly 6.7 million barrels
of which are located at the Cushing, Oklahoma interchange, roughly
1,150 miles of crude oil pipeline located primarily in Oklahoma
and Texas, over 200 crude oil transportation and oilfield services
vehicles deployed in Kansas, Colorado, New Mexico, Oklahoma and
Texas and roughly 7.4 million barrels of combined asphalt and
residual fuel storage located at 46 terminals in 23 states.  SGLP
provides crude oil terminalling and storage services, crude oil
gathering and transportation services and asphalt services.

As of June 30, 2009, SGLP had total assets of $314.5 million; and
total current liabilities of $28.4 million, long-term debt of
$417.8 million, and long-term capital lease obligations of
$11 million; resulting in Partners' deficit of $131.7 million.


SIMMONS CO: S&P Changes Corporate Credit Rating to 'D' From 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its corporate
credit rating on Atlanta-based Simmons Co. to 'D' from 'SD'.  At
the same time, S&P lowered the ratings on wholly owned subsidiary
Simmons Bedding Co.'s senior secured bank facility to 'D' from
'CC'.  The recovery rating on the facility remains '1', indicating
S&P's expectation for very high (90%-100%) recovery for secured
lenders.

S&P also lowered the ratings on both Simmons Co.'s unsecured notes
and holding company Simmons Holdco Inc.'s unsecured notes to 'D'
from 'C'.  The recovery rating for these notes remains '6',
indicating S&P's expectation for negligible (0%-10%) recovery for
unsecured lenders.

"The ratings changes resulted from Simmons' Nov. 16, 2009, filing
for Chapter 11 bankruptcy protection with the U.S. Bankruptcy
Court in the District of Delaware," explained Standard & Poor's
credit analyst Rick Joy.  The company filed a pre-packaged plan of
reorganization with the Bankruptcy Court, which provides for the
acquisition of Simmons by certain affiliates of Ares Management
LLC and Teachers' Private Capital, the private investment
department of the Ontario Teachers' Pension Plan.  Simmons has
obtained a $35 million debtor-in-possession financing facility,
which the company believes will provide sufficient funds to
continue to operate its business.  The company expects to emerge
from bankruptcy protection within 60 days.


SKY HOPPER INVESTMENT: Case Summary & 4 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Sky Hopper Investment, Inc.
        200 N. Greenville Rd.
        Livermore, CA 94551

Bankruptcy Case No.: 09-70764

Chapter 11 Petition Date: November 11, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtor's Counsel: Jee Soo Kim, Esq.
                  Law Offices of Jee Soo Kim
                  319 14th St. #A
                  Oakland, CA 94612
                  Tel: (510) 891-7000
                  Email: jeeskim@yahoo.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/canb09-70764.pdf

The petition was signed by Jae Kyung Choi, president of the
Company.


SLM CORP: S&P Confirms 'Ba1' Rating; Assigns Negative Outlook
-------------------------------------------------------------
Moody's Investors Service confirmed the long-term ratings of SLM
Corp. (senior unsecured at Ba1) and assigned a negative outlook.
The rating action concludes the review for possible downgrade
initiated on 27 August 2009.

The rating confirmation reflects the strengths inherent in SLM
given its size, scale, and industry-leading market shares in
education lending and servicing, as well as its success to date in
receiving federal student loan servicing mandates from the U.S.
government.  Moody's said the confirmation also reflects SLM's
liquidity profile, which the agency views as adequate.  Concerns
that constrain SLM's ratings and outlook include risks associated
with the firm's business transitions and regulatory uncertainty in
relation to its profitability, capital adequacy, and financial
flexibility.

Moody's said that its ratings are based on its expectations that
spread income from SLM's private education lending business will,
in time, grow to be the most significant contributor to the firm's
earnings.  SLM has revised its offerings in this business which
now features co-borrowers on most loans, and restrictions on
interest deferral.  Lending to non-traditional schools has been
drastically reduced.  However, Moody's believes that SLM's private
lending business entails greater credit risks than its traditional
FFELP business, which could lead to volatility in its asset
quality and earnings measures that exceeds its historical average.
Additionally, Moody's believes that SLM could face competitive
challenges in gaining market acceptance of its revised offerings.

Moody's said that SLM's servicing business on behalf of the U.S.
government's direct lending program should have a moderating
effect on the firm's earnings volatility and credit profile once
fully in place.

"SLM is an efficient and skilled servicer; as such, Moody's
anticipate that its servicing contracts with the Department of
Education will be a relatively stable source of recurring earnings
going forward," said Moody's senior analyst Curt Beaudouin.  "We
also expect its portfolios of legacy government guaranteed FFELP
and private education loans will contribute positively to earnings
and net cash flow while they amortize," he added.

The rating confirmation also reflects Moody's view that -- even
under stressed assumptions including the elimination of the FFELP
lending program effective 7/1/2010 (as proposed in the President's
budget proposal and House legislation) -- SLM should maintain
adequate liquidity and debt service capability over the next 5
years -- a period during which the company has substantial debt
maturities.

Balancing SLM's positive attributes are concerns regarding ongoing
profitability pressures from margin compression in the firm's
federal student loan business and asset quality challenges in its
private credit lending portfolio.  SLM also maintains a capital
position that provides a relatively modest cushion against
unexpected losses in Moody's opinion.

Additionally, the ratings and negative outlook reflect Moody's
view that SLM continues to face significant uncertainties related
to the changing education finance industry landscape, including
prospective changes to the political and consumer lending
environment for student lenders.  These include potential changes
and restrictions to its private credit business emanating from
regulatory reform measures such as the proposed Consumer Financial
Protection Agency.

For SLM to achieve a stable outlook, the company would need to
make continued progress in the transition of its government
student loan business to a servicing-based model from a lending-
based model, while achieving acceptable profitability and cash
flow generation.  The company would also need to demonstrate
reduced asset quality volatility in its private education loan
business, demonstrated by lower delinquencies, credit losses, and
provisioning requirements.

Moody's last rating action on SLM was on August 27, 2009, when the
company's long-term debt ratings were placed on review for
possible downgrade.

Headquartered in Reston, VA, SLM is the nation's leading provider
of saving- and paying-for-college programs.  The company manages
approximately $192 billion in education loans and serves
10 million student and parent customers.


SMURFIT-STONE: Proposes Settlement Agreement With CIT Group
-----------------------------------------------------------
Smurfit-Stone Container Corp. and its units ask the Court for
authority to enter into a settlement agreement and mutual release
of all claims concerning a master lease agreement with The CIT
Group/Equipment Financing, Inc.

Pursuant to the Master Lease Agreement, Smurfit-Stone Container
Enterprises, one of the Debtors, leases certain equipment
consisting of numerous parts that make up a corrugator machine.

The Lease term is 84 months with an initial payment of $73,623
and 83 additional, successive, monthly payments of $73,636, for a
total aggregate rental cost of approximately $6.2 million during
its term.

On August 28, 2009, CIT filed a proof of claim in the Debtors'
Chapter 11 cases, related to the Lease.  The claimed amount on
the Proof of Claim is $4,344,547.

Subsequently, the Parties entered into negotiations and came up
with the Settlement Agreement for mutual releases of claims.  The
key terms of the Settlement Agreement are:

  (a) Upon payment within five days after the Court approves the
      Debtors' Request, CIT will sell, transfer, assign and
      convey to SSCE, all of CIT's right, title and interest in
      and to the Equipment for $1,000,000.  In the event that
      the Lump Sum Payment is not received by CIT on or before
      the date that the December payment under the Lease becomes
      due and payable, then SSCE will also pay the December
      payment under the Lease and all subsequent payments under
      the Lease until the Lump Sum Payment is received by
      CIT; and

  (b) The Debtors and CIT exchange mutual releases.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, contends that the Settlement Agreement constitutes a
reasonable exercise of the Debtors' business judgment and
although entry into the Settlement Agreement, particularly the
purchase of the Equipment subject of the Lease, would be within
the ordinary course of their businesses, the Debtors seek Court
authorization out of an abundance of caution and because CIT has
asked that the Debtors to obtain it.

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Proposes Settlement With BHS Corrugated
------------------------------------------------------
Smurfit-Stone Container Corp. and its units ask the Court for
authority to enter into a settlement agreement with BHS Corrugated
North America, Inc.

BHS manufactures corrugating equipment and components and the
Debtors currently have at least $60 million in BHS corrugating
equipment and components installed in at least 15 of the Debtors'
locations, James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois tells the Court.

In addition, on an annual basis, the Debtors pay approximately
$12 million to BHS for operational maintenance, parts and
services associated with the BHS equipment and as of the Petition
Date, the Debtors owed BHS in excess of $4 million.

After the Petition Date, the Debtors and BHS engaged in
discussions relating to, among other things, the Prepetition
Claim.  During those discussions, BHS indicated that it desired
to resolve all claims between the Parties arising prior to the
Petition Date, Mr. Conlan relates.

As a result, the Debtors agreed to make a critical vendor payment
to BHS to satisfy a portion of the Prepetition Claim, and in
consideration for the Payment, BHS agreed to continue providing
goods and services to the Debtors and waive a significant portion
of the remaining Prepetition Claim.

In addition, BHS desired to settle all potential claims the
Debtors may have against it arising under Chapter 5 of the
Bankruptcy Code.  After extensive negotiations between BHS and
the Debtors, as well as several discussions with counsel to the
Official Committee of Unsecured Creditors, the Debtors and BHS
negotiated the Settlement Agreement.

The Material Terms of the Settlement Agreement are:

  * BHS will pay the Debtors $100,000, which will be set off
    against any amounts owed by the Debtors to BHS;

  * The Debtors and their affiliates release and forever
    discharge BHS and its affiliates from any and all claims,
    complaints, and causes of action, of any kind or
    character whatsoever;

  * The Settlement Agreement represents a compromise and does
    not constitute any admission of liability on the part of
    either of the Parties; and

  * The Settlement Agreement will be governed by, and construed
    in accordance with, the laws of the State of Delaware.  The
    Court will retain jurisdiction to hear and determine any
    matter arising from the Settlement Agreement.

Mr. Conlan submits that the Settlement Agreement must be approved
because the benefits the Debtors' estates will realize if the
Settlement Agreement is approved outweigh the value of the
potential claims being compromised under the Settlement
Agreement.

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Objects to i2i Suit to Bar Disclosure
----------------------------------------------------
i2i Europe Ltd. has filed a verified complaint against Smurfit-
Stone Container Enterprises and 121 Europe Division of Smurfit-
Stone Container Enterprises, Inc., seeking entry of an order
enjoining the Debtors from soliciting Europe's customers and
misappropriating trade secret information in alleged violation of
a sale broker agreement and noncompetition agreement existing
between SSCE and Europe.

Smurfit-Stone filed a motion to dismiss the adversary proceeding,
however it was filed under seal pursuant to a Court-approved
request to do so.

i2i Europe Ltd. filed an objection to SSCE's request, which was
also filed under seal.

Subsequently, the Parties entered into a Court-approved
stipulation further extending the stipulation approved by the
Court on September 30, 2009, regarding i2i Europe's request for
temporary restraining order until the earlier of October 27,
2009, or until a time when the Court approves a settlement
between the Parties.

              Court Approves Settlement Agreement

On October 27, 2009, the Court approved a settlement agreement
between the Parties which include among its terms i2i Europe's
voluntary dismissal of the adversary proceeding with prejudice.

In addition, the Parties agreed that SSCE will irrevocably pay
$290,000, in the form of a wire transfer, which will satisfy all
of the obligations of SSCE and any of its parents, affiliates,
subsidiaries, divisions, officers, directors, shareholders,
employees, agents, successors, heirs, executors, administrators
or assigns and the Debtors, if any, pursuant to the Shareholders
Agreement, Noncompetition Agreement and Sales Broker Agreement,
and any other agreements or arrangements between the parties.

i2i Europe, in turn, will pay SSCE $45,000 which will satisfy all
its obligations.

A copy of the Settlement Agreement is available for free at:

           http://bankrupt.com/misc/Smurfi2iAgrmt.pdf

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Reports Consolidated Profit of $68MM for Q3
----------------------------------------------------------
A full-text copy of Smurfit-Stone Container Corporation's
Quarterly Report for the period ended June 30, 2009, filed with
the Securities and Exchange Commission on Form 10-Q is available
at no charge at http://tinyurl.com/ybwur5a

              Smurfit-Stone Container Corporation
                   Consolidated Balance Sheet
                    As of September 30, 2009

                             ASSETS

Current Assets:
Cash                                              $561,000,000
Restricted cash                                      9,000,000
Receivables                                        661,000,000
Receivables for alt. tax credits                    58,000,000
Retained interests in receivables sold                       0
Inventories
    Work-in process                                 113,000,000
    Materials & supplies                            374,000,000
                                                ---------------
                                                    487,000,000
Prepaid expenses and others                         71,000,000
                                                ---------------
    Total current assets                          1,847,000,000

Net property                                      3,343,000,000
Timberlands, less depletion                           2,000,000
Deferred income taxes                                19,000,000
Other assets                                         65,000,000
                                                ---------------
Total assets                                     $5,276,000,000
                                                ===============

                 LIABILITIES & EQUITY (DEFICIT)

Liabilities Not Subject to Compromise:
Current liabilities:
  Current maturities of long-term debt           $1,484,000,000
  Accounts payable                                  368,000,000
  Accrued compensation and payroll taxes            139,000,000
  Interest payable                                   10,000,000
  Income taxes payable                                8,000,000
  Current deferred taxes                             21,000,000
  Other current liabilities                         138,000,000
                                                ---------------
     Total current liabilities                    2,168,000,000

Other long-term liabilities                         124,000,000
                                                ---------------
Total liabilities not subject to compromise       2,292,000,000

Liabilities subject to compromise                 4,308,000,000
                                                ---------------
Total liabilities                                 6,600,000,000

Stockholders' Equity:
  Preferred stock                                   104,000,000
  Common stock                                        3,000,000
  Additional paid-in capital                      4,080,000,000
  Retained earnings (deficit)                    (4,885,000,000)
  Accumulated other comprehensive loss             (626,000,000)
                                                ---------------
Total stockholders' deficit                      (1,324,000,000)

Total liabilities & stockholders' deficit        $5,276,000,000
                                                ===============

              Smurfit-Stone Container Corporation
              Consolidated Statement of Operations
         For the three months ended September 30, 2009

Net sales                                        $1,417,000,000

Costs and expenses:
Cost of goods sold                                1,284,000,000
Selling and administrative expenses                 137,000,000
Restructuring charges                                14,000,000
(Gain) Loss on disposal of assets                     2,000,000
Other operating income                             (179,000,000)
                                                ---------------
Income from operations                              159,000,000

Other income (expense):
Interest expense, net                               (72,000,000)
DIP Debt issuance costs                                       0
Loss on early extinguishment of debt                          0
Foreign currency exchange gains (losses)            (11,000,000)
Other, net                                            6,000,000
                                                ---------------
Income(loss) before reorg. items and                 82,000,000
  income taxes

Reorganization items, net                           (16,000,000)
                                                ---------------
Income(Loss) before income taxes                     66,000,000
Benefit from income taxes                             2,000,000
                                                ---------------
Net Income(loss)                                    $68,000,000
                                                ===============

              Smurfit-Stone Container Corporation
              Consolidated Statement of Cash Flows
         For the nine months ended September 30, 2009

Cash flows from operating activities:
Net loss                                            $12,000,000
Adjustments:
  Loss on early extinguishment of debt               20,000,000
  Depreciation, depletion, & amortization           273,000,000
  DIP Debt issuance costs                            63,000,000
  Amortization of debt issuance costs                 5,000,000
  Deferred income taxes                               1,000,000
  Pension & postretirement benefits                  49,000,000
  (Gain)Loss on disposal of assets                    3,000,000
  Non-cash restructuring expenses                     6,000,000
  Non-cash stock-based compensation                   7,000,000
  Non-cash foreign currency exchange gains           10,000,000
  Non-cash reorganization items                      65,000,000
  Change in restricted cash                          (9,000,000)
  Change in current assets & liabilities:
     Receivables                                    (50,000,000)
     Receivables for alt. energy tax cred.          (58,000,000)
     Inventories                                     35,000,000
     Prepaid expenses & other current assets        (13,000,000)
     Accounts payable                               200,000,000
     Interest payable                               128,000,000
  Others, net                                        46,000,000
                                                ---------------
Net cash provided by operating activities           793,000,000

Cash flows from investing activities:
Expenditures for property                          (112,000,000)
Proceeds from property disposals                     16,000,000
Advances to affiliates, net                         (15,000,000)
                                                ---------------
Net cash used for investing activities             (111,000,000)

Cash flows from financing activities:
Proceeds from DIP debt                              130,000,000
Net borrowings of long-term debt                     71,000,000
Repurchase of receivables                          (385,000,000)
DIP Debt issuance costs                             (63,000,000)
Preferred dividends                                           0
                                                ---------------
Net cash provided by financing activities          (247,000,000)

Increase in cash and cash operations                435,000,000
Cash & cash equivalents:
  Beginning of period                               126,000,000
                                                ---------------
  End of period                                    $561,000,000
                                                ===============

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SPANSION INC: Euler Hermes Buys $120,604 Claims
-----------------------------------------------
In separate Court filings on October 29, 2009, creditors of the
Debtors' disclosed that they intend to transfer each of their
claims against the Debtors to these parties:

Transferor                 Transferee                    Amount
----------                 ----------                    ------
Wailua Technology, Inc.    Hain Capital Holdings, Ltd   $29,205
Team Consulting Group      Argo Partners                 23,307
Kulicke & Soffa Industries Argo Partners                 17,645
Solvay America Inc.        Euler Hermes ACI             120,604

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Noteholders Seek Status Conference on Plan
--------------------------------------------------------
The Ad Hoc Committee of Convertible Noteholders, consisting of
certain holders of the 2.25% Exchangeable Senior Subordinated
Debentures due 2016 issued by the Debtors, asks the Court to set
a status conference to take place at the Court's earliest
convenience to, among other things:

  (i) clarify the evidentiary aspects of the upcoming November
      25, 2009 hearings;

(ii) address the logistics of the confirmation hearing; and

(iii) set a discovery schedule.

As previously reported, the Debtors filed their Disclosure
Statement on October 26, 2009, and noticed a hearing for
November 25, 2009, to consider its adequacy under Section 1125 of
the Bankruptcy Code.  The motion of an ad hoc group of
stockholders for an order pursuant to Section 1002(a)(2) of the
Bankruptcy Code directing the appointment of a stockholders
committee is also set for hearing on November 25, 2009.

The Convertible Noteholders tells the Court that it has been
suggested by several parties-in-interest that the November 25,
2009, Disclosure Statement hearing may, in effect, encompass
valuation matters and could affect determination bearing on
valuation issues relating to plan confirmation.  It is out of
this concern that the Convertible Noteholders seeks a status
conference.

                        The Chapter 11 Plan

Spansion Inc., Spansion Technology LLC, Spansion LLC, Cerium
Laboratories LLC and Spansion International, Inc., delivered their
Joint Plan of Reorganization and accompanying Disclosure
Statement before the United States Bankruptcy Court for the
District of Delaware on October 26, 2009.

The Plan is sponsored by the Debtors and supported by the
Debtors' Official Committee of Unsecured Creditors and the Ad Hoc
Consortium of Holders of Senior Secured Floating Rate Notes due
2013.  The Debtors believe that the Plan will lead to
reorganization, the satisfaction of billions of dollars of claims
and the preservation of jobs and commercial relationships.

Under the Plan, the Debtors will be reorganized through, among
other things, the consummation of these transactions:

  (a) the Distribution of Cash, New Senior Notes, New
      Convertible Notes and New Spansion Common Stock to Holders
      of FRNs in satisfaction of all Claims arising under the
      FRNs;

  (b) the Distribution of New Spansion Common Stock to Holders
      of General Unsecured Claims in satisfaction of the Claims;

  (c) the cancellation of the Old Spansion Interests; and

  (d) the revesting of the Assets of the Debtors in the
      Reorganized Debtors.

A full-text copy of the Plan is available for free at:

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

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

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

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: To Take Deposition on GE & Spansion Japan
-------------------------------------------------------
Pursuant to Rule 30 of the Federal Rules of Civil Procedure,
Spansion Inc. and its U.S. units informed the U.S. Bankruptcy
Court that they will take deposition of the designee of GE
Financial Services Corporation on November 16, 2009, at 9:30 a.m.
Topics for deposition include, among other things:

  * GE's responses to the document requests;

  * the Letter Agreement;

  * the Foundry Agreement;

  * GE's valuation of any claims to which GE believe Spansion
    Japan and GE, for itself and as administrative agent to the
    SJL Secured Lenders, are entitled;

  * GE and Spansion Japan's alleged rights to intellectual
    property under the Foundry Agreement; and

  * GE's postpetition dealings with the Debtors.

In a separate filing, the Debtors notified the Court that they
will take a deposition of the designee of Spansion Japan Limited
on October 17, 2009, at 9:30 a.m.  The topics for deposition
includes, among other things:

  (a) Spansion Japan's responses to the document requests;

  (b) the SJL Objection;

  (c) the Foundry Agreement;

  (d) the postpetition negotiations or communications regarding
      any alleged or actual amendments or modifications to the
      Foundry Agreement;

  (e) Spansion Japan's authority under the Corporate
      Reorganization Law (Kaisha Kosei Ho) of Japan;

  (f) postpetition dealings with the Debtors;

The deposition will take place at the office of Skadden, Arps,
Slate, Meagher & Flom LLP, in Los Angeles, California.  The
deposition will be taken upon oral examination before a court
reporter, notary public or other person authorized by law to
administer oaths, and will be recorded by stenographic, sound or
visual means.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPORT CHALET: Posts $1.2 Mil. Net Loss for Fiscal 2010 2nd Qtr
--------------------------------------------------------------
Sport Chalet, Inc., said net loss for the second quarter of fiscal
2010 -- ended September 27, 2009 -- was $1.2 million, or $0.09 per
diluted share, compared to a net loss of $4.2 million, or $0.30
per diluted share, for the second quarter of fiscal 2009.  The net
loss for the second quarter of fiscal 2010 did not reflect any net
tax benefit (because of tax valuation allowances), while the
second quarter of fiscal 2009 reflected a net tax benefit of
$2.8 million, or $0.20 per share.  Without the tax benefit, the
net loss for the second quarter of fiscal 2009 would have been
$7.0 million, or $0.49 per share.

The Company said sales decreased 7.9% to $88.8 million for the
second quarter of fiscal 2010 from $96.5 million for the second
quarter of fiscal 2009.  Three new stores not included in same
store sales contributed $2.3 million in sales for the quarter
while same store sales decreased 12.4%.  Same store sales were
negatively impacted primarily by continued weak macro economic
conditions.

Net loss for the six months ended September 27, 2009, was
$4.2 million, or $0.30 per diluted share, compared to a net loss
of $8.7 million, or $0.62 per diluted share, for the six months
ended September 28, 2008.  The net loss for the six months ended
September 27, 2009 did not reflect any net tax benefit (because of
tax valuation allowances), while the six months ended
September 28, 2008, reflected a net tax benefit of $5.8 million,
or $0.41 per share.  Without the tax benefit, the net loss for the
six months ended September 28, 2008, would have been
$14.5 million, or $1.03 per share.

For the six months ended September 27, 2009, sales decreased 8.4%
to $168.2 million from $183.6 million for the first six months of
the prior year.  Sales from four new stores not included in same
store sales contributed $6.1 million to total sales for the first
six months of fiscal 2010.  Same store sales decreased 13.6% for
the six-month period.

Sport Chalet also reported that for the first half of fiscal 2010,
it achieved EBITDA of $4.0 million compared to the minimum
requirement of $800,000 EBITDA contained in the Company's current
bank loan agreement.  The bank requirement measures cumulative
EBITDA on a year-to-date basis each month; accordingly, the
$3.2 million achieved above the minimum EBITDA requirement in the
first half of fiscal 2010 can be used to offset any future
shortfalls during the remainder of fiscal 2010.

Craig Levra, Chairman and CEO, concluded, "We are pleased with our
ability to execute our business plan in what continues to be a
challenging economic environment.  We remain focused on
effectively managing our inventory and expense levels.  Our recent
results reflect the steps we have taken over the last year to
strengthen our liquidity by reducing expenses and improving
efficiency and we are cautiously optimistic as we head into our
most important holiday season.  Though global economic conditions
continue to be very challenging, we remain committed to our
strategy of providing "expert" advice and customer service and be
first to market with performance, technology and lifestyle
merchandise."

At September 27, 2009, the Company had total assets of $151.2
million against total current liabilities of $98.2 million and
deferred rent of $24.9 million.

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?4995

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4996

Sport Chalet has warned that in the event sales decline at a rate
greater than anticipated to support the loan covenants, it may
have insufficient working capital to continue to operate its
business as it has been operated, or at all.

                          Option Exchange

Sport Chalet stockholders on September 15, 2009, approved a
proposal to authorize a one-time stock option exchange offer by
the Company.  Under the Option Exchange, each eligible employee,
excluding the Chief Executive Officer, Chief Financial Officer and
members of the Board of Directors of the Company, were given the
opportunity to exchange some or all of his or her outstanding
options to purchase shares of Class A Common Stock, with exercise
prices equal to or greater than $2.38 per share, that were granted
under the Company's 1992 Incentive Award Plan or 2004 Equity
Incentive Plan, for a conditional right to receive new options to
purchase a fewer number of shares than the exchanged options.

The number of shares underlying the new options equal one-half of
the number of shares underlying the exchanged options.  The
exercise price of the new options is $1.71, the closing price of
the Class A Common Stock on the new option grant date, November 9,
2009, as reported by The Nasdaq Global Market.

The new options vest in two equal installments, one-half on the
first anniversary of the new option grant date and the remaining
one-half on the second anniversary of the new option grant date,
regardless of whether the exchanged options were fully or
partially vested.  The term of the new options is six years,
regardless of the remaining term of the exchanged options.

The Option Exchange expired at 5:00 p.m., Pacific Time, on
November 6, 2009.  Pursuant to the Option Exchange, eligible
options to purchase an aggregate of 721,927 shares of Class A
Common Stock were tendered and accepted for cancellation,
representing approximately 70% of the total shares of Class A
Common Stock underlying options eligible for exchange in the
Option Exchange.  On November 9, 2009, the Company granted new
options to purchase an aggregate of 360,964 shares of Class A
Common Stock in exchange for the eligible options surrendered in
the Option Exchange.

Certain information concerning the options surrendered by, and the
new options granted to, each of the Company's named executive
officers in the Option Exchange, is available at no charge at:

             http://ResearchArchives.com/t/s?4994

                      About Sport Chalet

Based in Los Angeles, California, Sport Chalet, Inc. (Nasdaq:
SPCHA, SPCHB) -- http://www.sportchalet.com/-- Sport Chalet Inc.,
founded in 1959 by Norbert Olberz, operates full service specialty
sporting goods stores in California, Nevada, Arizona and Utah.
The Company offers over 50 services for the serious sports
enthusiast, including backpacking, canyoneering, and kayaking
instruction, custom golf club fitting and repair, snowboard and
ski rental and repair, SCUBA training and certification, SCUBA
boat charters, team sales, racquet stringing, and bicycle tune-up
and repair throughout its 55 locations.


SRIRANGARAJAH THURAISINGHAM: Case Summary & Top Unsec. Creditors
----------------------------------------------------------------
Debtor: Srirangarajah Thuraisingham
        2620 McKenzie Road
        Ellicott City, MD 21042

Bankruptcy Case No.: 09-32161

Chapter 11 Petition Date: November 16, 2009

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

Judge: James F. Schneider

Debtor's Counsel: William F. Hickey III, Esq.
                  LAW OFFICE OF WILLIAM F. HICKEY, LLC
                  139 W. Main Street
                  Elkton, MD 21921
                  Tel: (410) 620- 5077
                  Fax: (410) 620-5033
                  Email: wfhickey@hickey-law.com

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

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

According to the schedules, the Company has assets of $1,243,370
and total debts of $1,785,408.

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

             http://bankrupt.com/misc/mdb09-32161.pdf

The petition was signed by Srirangarajah Thuraisingham.


STALLION OILFIELD: U.S. Trustee Bucks at Miller Buckfire Fees
-------------------------------------------------------------
Law360 reports that the U.S. trustee overseeing the bankruptcy of
Stallion Oilfield Services Ltd. has objected to the debtors'
hiring of Miller Buckfire & Co. LLC, arguing that the investment
bank's proposed fee structure is inappropriate.

Based in Houston, Texas, Stallion Oilfield Services Ltd. --
http://www.stallionoilfield.com/-- provides wellsite support
services and production & logistics services to the oilfield
with over 1,700 employees in 65 locations.  The Debtors deliver
products and services in the South Texas, Gulf Coast, Ark-La-
Tex, Ft. Worth Basin, Permian Basin, Mid-Continent, Alaska's
Prudhoe Bay, Rocky Mountain and Applachinian Basin regions as
well as to the global offshore industry.

The Company and its affiliates filed for Chapter 11 protection on
Oct. 19, 2009 (Bankr. D. Del. Lead Case No. 09-13562).  The
Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick,
Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi,
Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., as co-counsel; John R. Castellano, Managing Director of AP
Services, LLC, as restructuring advisor; and Epiq Bankruptcy
Solutions, LLC as claims agent.

Stallion Oilfield listed both assets and debts between
$500 million and $1 billion in its petition.


STALLION OILFIELD: Court Sets Jan. 15, 2010 as Claims Bar Date
--------------------------------------------------------------
Net Dockets reports Judge Brendan Shannon of the U.S. Bankruptcy
Court for the District of Delaware set:

     -- January 15, 2010, at 5:00 p.m. (Eastern) as the general
        bar date for filing proofs of claim on account of
        prepetition claims against Stallion Oilfield Services Ltd.
        and its affiliates; and

     -- April 18, 2010, at 5:00 p.m. (Eastern) as bar date for
        filing proofs of claim by governmental units.

The Debtors have delivered to the Bankruptcy Court a proposed
Chapter 11 plan negotiated with lenders prepetition.

According to the disclosures statement, the Plan is based on a
consensual deal with the Debtors' key stakeholders and
contemplates a significant de-leveraging of the Debtors' balance
sheets and a full recovery for holders of allowed general
unsecured claims, confirmation of the plan is expected to occur
over a relatively short timeframe.

Under the plan, among other things, all holders of senior secured
claims, totaling $245.9 million, will receive either:

   -- its pro rata share of the (i) senior secured paydown and
      (ii) $220.9 million in first priority senior secured debt
      pursuant to the amended and restated senior secured credit
      agreement; or

   -- payment in full, in cash in the event that the Reorganized
      Debtors enter into new financing.

Holders of general unsecured claims, that are not due and payable
by the plan's effective date, will receive payment in full in cash
of the unpaid portion of their allowed claim.

Under the proposed schedule, the Debtors will present the Plan for
confirmation at a hearing on Dec. 30, 2009.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?4723

A full-text copy of the Debtors' joint plan is available for free
at http://ResearchArchives.com/t/s?4724

Based in Houston, Texas, Stallion Oilfield Services Ltd. --
http://www.stallionoilfield.com/-- provides wellsite support
services and production & logistics services to the oilfield
with over 1,700 employees in 65 locations.  The Debtors deliver
products and services in the South Texas, Gulf Coast, Ark-La-
Tex, Ft. Worth Basin, Permian Basin, Mid-Continent, Alaska's
Prudhoe Bay, Rocky Mountain and Applachinian Basin regions as
well as to the global offshore industry.

The Company and its affiliates filed for Chapter 11 protection on
Oct. 19, 2009 (Bankr. D. Del. Lead Case No. 09-13562).  The
Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick,
Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi,
Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., as co-counsel; John R. Castellano, Managing Director of AP
Services, LLC, as restructuring advisor; and Epiq Bankruptcy
Solutions, LLC as claims agent.

Stallion Oilfield listed both assets and debts between
$500 million and $1 billion in its petition.


STANDARD FORWARDING: Has Contract to Sell Business
--------------------------------------------------
Standard Forwarding Co., said it has a contract to sell its
business, although the price wasn't yet disclosed, Bill Rochelle
at Bloomberg News reported.

The primary secured lender, First Midwest Bank NA, is providing
$1 million in financing.  The bank is already owed $6.5 million in
prepetition secured debt.

Standard said it lost $1.9 million this year.  Standard blamed the
filing on the recession and the cost of a union-sponsored pension
plan and health benefits.

Standard Forwarding Co. is a less-than-truckload trucker based in
East Moline, Illinois.  The Company has 280 tractors and 655
trailers.

The Company filed for Chapter 11 on November 13, 2009 (Bankr. C.D.
Ill. Case No. 09-83707).  Erich Buck, Esq., represents the Debtor
in its Chapter 11 effort.  The petition says assets and debts
range from $10,000,001 to $50,000,000.


STAR BULK: Gets Consent From Lenders to Declare Dividend
--------------------------------------------------------
Star Bulk Carriers Corp.'s Board of Directors declared a cash
dividend of $0.05 per outstanding share of the Company's common
stock for the three months ending September 30, 2009.  The
dividend is payable on or about December 4th, 2009 to shareholders
of record as of November 27th, 2009.  The Company received written
consent from each of its lenders for the declaration and payment
of this dividend in respect of the third quarter of 2009, as
required under the terms of the Company's waiver agreements with
its lenders, in effect up to February 2010.

Akis Tsirigakis, President and CEO of Star Bulk, commented: "We
are pleased to continue rewarding our investors through the
distribution of dividends.  We are also pleased to enjoy the
continued confidence of our lenders.  We continue to focus on
enhancing shareholder value supported by our strong balance sheet
and liquidity."

                         About Star Bulk

Based in Athens, Greece, Star Bulk Carriers Corp. (NASDAQ:SBLK) --
http://www.starbulk.com/-- is a global shipping company providing
worldwide seaborne transportation solutions in the dry bulk
sector.  The Company's fleet carries a variety of drybulk
commodities, including coal, iron ore, and grains, or major bulks,
as well as bauxite, phosphate, fertilizers and steel products, or
minor bulks.  As of June 25, 2008, it owned and operated a fleet
of 11 vessels consisting of three Capesize, one Panamax, and seven
Supramax drybulk carriers with an average age of 10 years and a
combined cargo carrying capacity of approximately 1.0 million
deadweight ton.  In January 2008, the Company had taken delivery
of the Star Gamma (ex C Duckling), a Supramax vessel of 53,098
deadweight tons built in 2002, in Japan.  In January 2008, it also
took the delivery of the M/V Star Beta (ex B Duckling), a Capesize
vessel of 174,691 deadweight tons built in 1993; the Star Zeta (ex
I Duckling), a Supramax vessel of 52,994 deadweight tons built in
2003.


STARTRANS INC: Sets Dec. 15 Hearing on Disclosure Statement
-----------------------------------------------------------
According to Bloomberg's Bill Rochelle, StarTrans Inc., will seek
approval of a disclosure statement explaining its Chapter 11 plan
at a hearing scheduled for Dec. 15.  Under the Plan, unsecured
creditors with $4 million in claims stand to recover 20%.

StarTrans Inc. has obtained approval from the Bankruptcy Court to
sell assets for almost $24.7 million in debt and cash.  Trimac Dry
Bulk Group Inc. paid $842,000 in cash and assumed secured claims
StarTrans also abandoned more than 300 tractors and trailers.

StarTrans Inc. is a dry-bulk trucker from Holly Hill, South
Carolina.  It filed for Chapter 11 on Oct. 5, 2009 (Bankr. D. S.C.
Case No. 09-07468).  Daniel J. Reynolds Jr., Esq., at McCarthy Law
Firm, LLC, rpresents the Debtor in its Chapter 11 effort.

The petition said assets and debt are both less than $50 million.
Secured lenders are owed almost $40 million.


SUNESIS PHARMACEUTICALS: Alta BioPharma Discloses 28.46% Stake
--------------------------------------------------------------
Alta BioPharma Partners III, L.P.; Alta BioPharma Partners III
GmbH & Co. Beteiligungs KG, a German limited partnership; Alta
BioPharma Management III, LLC; Alta Embarcadero BioPharma Partners
II, LLC; and Farah Champsi, Jean Deleage, Edward Penhoet, and
Edward Hurwitz, the directors of ABMIII and the managers of
AEBPIII, disclose that as of October 30, 2009, they may be deemed
to beneficially own 12,807,143 shares of Sunesis Pharmaceuticals,
Inc.'s Common Stock, representing 28.46% of the outstanding Common
Stock.  This percentage is based on 34,419,176 shares of the
Company's Common Stock outstanding as of June 30, 2009.

Pursuant to the terms of a Securities Purchase Agreement, dated
March 31, 2009, by and among Sunesis, the Purchasers and the other
investors that are parties thereto, ABPIII, ABPIIIKG and AEBPIII
purchased units consisting of an aggregate of (i) 333,165 shares
of Sunesis Series A Preferred Stock, par value $0.0001 per share,
and (ii) warrants to purchase 3,331,650 shares of Common Stock, on
April 3, 2009 -- First Unit Closing -- for $1,149,425.  Each share
of Series A Preferred Stock is initially convertible into 10
shares of Common Stock, subject to adjustment for any stock
dividends, combinations, stock splits, recapitalizations and the
like, and may be converted into Common Stock.  The Warrants are
exercisable at any time prior to April 3, 2016 at an exercise
price of $0.22 per share, provided that stockholder approval must
be obtained before any Investor can exercise Warrants that would
result in such Investor beneficially owning in excess of 19.99% of
Sunesis' issued and outstanding voting capital stock.

On October 27, 2009, Sunesis and the Investors entered into the
Second Agreement regarding Private Placement of Securities to
amend certain terms of the Purchase Agreement and the Investor
Rights Agreement.  On October 30, 2009, pursuant to the Purchase
Agreement, as amended, ABPIII, ABPIIIKG, and AEBPIII purchased
units consisting of an aggregate of (i) 166,582 shares of Series A
Preferred Stock and (ii) 1,665,820 shares of Common Stock, for an
aggregate purchase price of $574,713 -- Second Closing.  The
Warrants are exercisable at any time prior to October 30, 2016 at
an exercise price of $0.22 per share.

ABPIII, ABPIIIKG, and AEBPIII received the funds used to purchase
these securities from capital contributions made to ABPIII,
ABPIIIKG, and AEBPII by its partners and members for investment
purposes.

                           Going Concern

The Company has incurred significant losses and negative cash
flows from operations since its inception, and as of September 30,
2009, had cash, cash equivalents and marketable securities
totaling $3.9 million and an accumulated deficit of $352.4
million.  The Company's independent registered accounting firm
issued an opinion on the audited consolidated financial statements
in the Company's Annual Report on Form 10-K for the year ended
December 31, 2008 that the Company's recurring operating losses
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company believes that currently available cash, cash
equivalents and marketable securities, including the net proceeds
of roughly $4.7 million from the second closing of the Private
Placement completed on October 30, 2009, are sufficient to fund
the Company's operations until the end of the first quarter of
2010, and the Company will need to raise additional funds in the
near term in order to sustain operations beyond that time.

                  About Sunesis Pharmaceuticals

South San Francisco, California-based Sunesis Pharmaceuticals,
Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of solid and hematologic cancers.  Sunesis has built a highly
experienced cancer drug development organization committed to
advancing its lead product candidate, voreloxin, in multiple
indications to improve the lives of people with cancer.


SUNESIS PHARMACEUTICALS: Bay City Discloses 36.8% Stake
-------------------------------------------------------
Bay City Capital Fund V, L.P.; Bay City Capital Fund Co-Investment
Fund V, L.P.; Bay City Capital Management V, LLC; and Bay City
Capital LLC disclose holding 19,999,071 shares or roughly 36.8% of
the common stock of Sunesis Pharmaceuticals, Inc.

BCC is the manager of Management V.  Management V is the general
partner of Fund V and Co-Investment V.  BCC is also an advisor to
Fund V and Co-Investment V.

Pursuant to the terms of a Securities Purchase Agreement, dated
March 31, 2009, by and among Sunesis, the Purchasers and the other
investors that are parties thereto, Fund V and Co-Investment V
purchased units consisting of an aggregate of (i) 666,333 shares
of Sunesis' Series A Preferred Stock, par value $0.0001 per share,
and (ii) warrants to purchase 6,663,330 shares of Common Stock, on
April 3, 2009 -- First Unit Closing -- for a total purchase price
of $2,298,851.  Each share of Series A Preferred Stock is
initially convertible into 10 shares of Common Stock, subject to
adjustment for any stock dividends, combinations, stock splits,
recapitalizations and the like, and may be converted into Common
Stock.  The Warrants are exercisable at any within seven years of
the date of issuance at an exercise price of $0.22 per share,
provided that stockholder approval must be obtained before any
Investor can exercise Warrants that would result in such Investor
beneficially owning in excess of 19.99% of Sunesis' issued and
outstanding voting capital stock.

On October 27, 2009, Sunesis and the Investors entered into a
Second Agreement Regarding Private Placement of Securities to
amend certain terms of the Purchase Agreement and the Investor
Rights Agreement.  On October 30, 2009, pursuant to the Purchase
Agreement, as amended, Fund V and Co-Investment V purchased
additional units consisting of an aggregate of (i) 333,166 shares
of Series A Preferred Stock and (ii) Warrants to purchase
3,331,660 shares of Common Stock, for an aggregate purchase price
of $1,149,425 -- Second Unit Closing.

The source of funds for the acquisition of the Securities was from
capital contributions from the respective partners of each of the
Purchasers.

                           Going Concern

The Company has incurred significant losses and negative cash
flows from operations since its inception, and as of September 30,
2009, had cash, cash equivalents and marketable securities
totaling $3.9 million and an accumulated deficit of
$352.4 million.  The Company's independent registered accounting
firm issued an opinion on the audited consolidated financial
statements in the Company's Annual Report on Form 10-K for the
year ended December 31, 2008, that the Company's recurring
operating losses raise substantial doubt about the Company's
ability to continue as a going concern.

The Company believes that currently available cash, cash
equivalents and marketable securities, including the net proceeds
of roughly $4.7 million from the second closing of the Private
Placement completed on October 30, 2009, are sufficient to fund
the Company's operations until the end of the first quarter of
2010, and the Company will need to raise additional funds in the
near term in order to sustain operations beyond that time.

                  About Sunesis Pharmaceuticals

South San Francisco, California-based Sunesis Pharmaceuticals,
Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of solid and hematologic cancers.  Sunesis has built a highly
experienced cancer drug development organization committed to
advancing its lead product candidate, voreloxin, in multiple
indications to improve the lives of people with cancer.


SUNESIS PHARMACEUTICALS: Reports $4,949,074 Net Loss for Q3 2009
----------------------------------------------------------------
Sunesis Pharmaceuticals, Inc., narrowed its net loss to $4,949,074
for the three months ended September 30, 2009, from a net loss of
$7,065,172 for the same period a year ago.  The Company posted a
net loss of $36,190,974 for the nine months ended September 30,
2009, from a net loss of $30,258,495 for the same period a year
ago.

Total revenues were $12,500 for the three months ended
September 30, 2009, from $510,417 for the same period a year ago.
Total revenues were $3,749,047 for the nine months ended
September 30, 2009, from $5,404,840 for the same period a year
ago.

At September 30, 2009, the Company had $4,748,417 in total assets
against total current liabilities of $3,463,740 and non-current
portion of deferred rent of $79,840.  At September 30, 2009, the
Company had accumulated deficit of $352,382,684 and stockholders'
equity of $1,204,837.  At December 31, 2008, the Company had
stockholders' equity of $6,491,176.

The Company has incurred significant losses and negative cash
flows from operations since its inception, and as of September 30,
2009, had cash, cash equivalents and marketable securities
totaling $3.9 million and an accumulated deficit of
$352.4 million.  The Company's independent registered accounting
firm issued an opinion on the audited consolidated financial
statements in the Company's Annual Report on Form 10-K for the
year ended December 31, 2008, that the Company's recurring
operating losses raise substantial doubt about the Company's
ability to continue as a going concern.

The Company believes that currently available cash, cash
equivalents and marketable securities, including the net proceeds
of roughly $4.7 million from the second closing of the Private
Placement completed on October 30, 2009, are sufficient to fund
the Company's operations until the end of the first quarter of
2010, and the Company will need to raise additional funds in the
near term in order to sustain operations beyond that time.

The Company will need to raise substantial additional funding
before undertaking any additional clinical trials of voreloxin.
The Company plans to finance these trials and its general
operations with equity issuances, including a potential additional
closing of the sale of common stock under the Private Placement,
debt arrangements or a possible partnership or license of
development or commercialization rights to voreloxin.

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?4999

                  About Sunesis Pharmaceuticals

South San Francisco, California-based Sunesis Pharmaceuticals,
Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of solid and hematologic cancers.  Sunesis has built a highly
experienced cancer drug development organization committed to
advancing its lead product candidate, voreloxin, in multiple
indications to improve the lives of people with cancer.


SUNESIS PHARMACEUTICALS: Vision Capital Discloses 5.5% Stake
------------------------------------------------------------
Vision Opportunity Master Fund, Ltd., a Cayman Islands company;
Vision Capital Advisors, LLC, which serves as the investment
manager of the Fund, and Adam Benowitz, the managing member of the
Investment Manager and a Director of the Fund, disclose holding
1,999,000 shares or roughly 5.5% of the common stock of Sunesis
Pharmaceuticals, Inc.

The Fund is a private investment vehicle formed for the purpose of
investing and trading in a wide variety of securities and
financial instruments.  The Fund directly owns all of the shares.
Mr. Benowitz and the Investment Manager may be deemed to share
with the Fund voting and dispositive power with respect to the
shares.

                           Going Concern

The Company has incurred significant losses and negative cash
flows from operations since its inception, and as of September 30,
2009, had cash, cash equivalents and marketable securities
totaling $3.9 million and an accumulated deficit of
$352.4 million.  The Company's independent registered accounting
firm issued an opinion on the audited consolidated financial
statements in the Company's Annual Report on Form 10-K for the
year ended December 31, 2008, that the Company's recurring
operating losses raise substantial doubt about the Company's
ability to continue as a going concern.

The Company believes that currently available cash, cash
equivalents and marketable securities, including the net proceeds
of roughly $4.7 million from the second closing of the Private
Placement completed on October 30, 2009, are sufficient to fund
the Company's operations until the end of the first quarter of
2010, and the Company will need to raise additional funds in the
near term in order to sustain operations beyond that time.

                  About Sunesis Pharmaceuticals

South San Francisco, California-based Sunesis Pharmaceuticals,
Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of solid and hematologic cancers.  Sunesis has built a highly
experienced cancer drug development organization committed to
advancing its lead product candidate, voreloxin, in multiple
indications to improve the lives of people with cancer.


SUNESIS PHARMACEUTICALS: Warburg Pincus Unloads Portion of Stake
----------------------------------------------------------------
Warburg Pincus Equity Partners LP reports that from November 4
through 6, 2009, it sold an aggregate of 1,387,753 shares of the
Common Stock of Sunesis Pharmaceuticals, Inc., in open market
transactions for aggregate proceeds of approximately $599,180
(without giving effect to sales commissions).  Immediately
following the completion of the sales on November 6, 2009, Warburg
Pincus and its affiliated entities may be deemed to beneficially
own 1,671,885 shares of Sunesis Common Stock, representing 4.82%
of the outstanding Common Stock, based on (i) 34,419,176 shares of
Common Stock outstanding as of June 30, 2009 as reported by the
Company in its Form 10-Q filed on July 28, 2009 and (ii) 241,546
shares of Common Stock issuable upon exercise of the Warrants.

From October 27 through November 2, 2009, Warburg Pincus sold an
aggregate of 385,983 shares of the Common Stock in open market
transactions for aggregate proceeds of approximately $141,658
(without giving effect to sales commissions).  Immediately
following the completion of the sales on November 2, 2009, Warburg
Pincus may be deemed to beneficially own 3,059,638 shares of the
Common Stock, representing 8.83% of the outstanding Common Stock.

                           Going Concern

The Company has incurred significant losses and negative cash
flows from operations since its inception, and as of September 30,
2009, had cash, cash equivalents and marketable securities
totaling $3.9 million and an accumulated deficit of
$352.4 million.  The Company's independent registered accounting
firm issued an opinion on the audited consolidated financial
statements in the Company's Annual Report on Form 10-K for the
year ended December 31, 2008, that the Company's recurring
operating losses raise substantial doubt about the Company's
ability to continue as a going concern.

The Company believes that currently available cash, cash
equivalents and marketable securities, including the net proceeds
of roughly $4.7 million from the second closing of the Private
Placement completed on October 30, 2009, are sufficient to fund
the Company's operations until the end of the first quarter of
2010, and the Company will need to raise additional funds in the
near term in order to sustain operations beyond that time.

                  About Sunesis Pharmaceuticals

South San Francisco, California-based Sunesis Pharmaceuticals,
Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of solid and hematologic cancers.  Sunesis has built a highly
experienced cancer drug development organization committed to
advancing its lead product candidate, voreloxin, in multiple
indications to improve the lives of people with cancer.


SUNRISE SENIOR: Provides Update on Sale of 21-Community Portfolio
-----------------------------------------------------------------
Sunrise Senior Living, Inc., disclosed that it is in the closing
process to complete the previously announced sale of 21 wholly
owned communities to BLC Acquisitions, Inc., an affiliate of
Brookdale Senior Living Inc, or its assignees, and expects that
the sale will be completed in the next two weeks.

Sunrise Senior Living, a McLean, Va.-based company, employs
approximately 40,000 people.  As of November 9, 2009, Sunrise
operated 403 communities in the United States, Canada, Germany and
the United Kingdom, with a combined unit capacity of approximately
41,500 units.  Sunrise offers a full range of personalized senior
living services, including independent living, assisted living,
care for individuals with Alzheimer's and other forms of memory
loss, as well as nursing and rehabilitative services.  Sunrise's
senior living services are delivered by staff trained to encourage
the independence, preserve the dignity, enable freedom of choice
and protect the privacy of residents. To learn more about Sunrise,
please visit http://www.sunriseseniorliving.com.

At September 30, 2009, the Company had total assets of
$1.096 billion against total liabilities of $1.092 billion.  At
September 30, 2009, Sunrise had a retained loss of $471.4 million
and stockholders' deficit of $87,000.  With non-controlling
interest of $4.1 million, Sunrise had total equity of $4.0 million
at September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The Company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.


TENET HEALTHCARE: Swings to $1 Million Net Loss for Sept. 30 Qtr
----------------------------------------------------------------
Tenet Healthcare Corporation swung to a net loss of $1 million for
the three months ended September 30, 2009, from net income of
$106 million for the same period a year ago.  Tenet posted net
income of $168 million for the nine months ended September 30,
2009, from net income of $61 million for the same period a year
ago.

Net operating revenues were $2.262 billion for the three months
ended September 30, 2009, from $2.140 billion for the same period
a year ago.  Net operating revenues were $6.753 billion for the
nine months ended September 30, 2009, from $6.408 billion for the
same period a year ago.

At September 30, 2009, Tenet had $7.876 billion in total assets
against $7.203 billion in total liabilities.  At September 30,
2009, Tenet had accumulated deficit of $2.692 billion and total
equity of $673 million.  Cash and cash equivalents were
$731 million at September 30, 2009, a decrease of $27 million from
$758 million at June 30, 2009.

"Our strategies drove a significant enhancement in earnings
through the first three quarters of 2009, making this the second
consecutive quarter in which we've generated year-over-year
Adjusted EBITDA growth of 50 percent or better," said Trevor
Fetter, president and chief executive officer.  "Adjusted free
cash flow from continuing operations was also solid at
$142 million.  Strong revenue growth, excellent cost control, and
robust growth in our outpatient business were more than sufficient
to offset an adverse shift in payer mix.  While the economy has
had some effect year-to-date, it remains less than we would have
expected in the context of rising unemployment levels in many of
our markets.  Given our strong year-to-date performance, we are
raising our range for 2009 Adjusted EBITDA to $925 million to
$975 million.  Additionally, it is important to recognize the
strong reception Tenet received from the capital markets this year
as it successfully extended more than $2.3 billion of near-term
debt maturities and raised fresh capital by accessing the
preferred equity market.  These actions reduced our leverage and
created a much stronger and liquid balance sheet."

The Company is raising its 2009 outlook range for Adjusted EBITDA
by $25 million to a new 2009 outlook range of $925 million to
$975 million.  The outlook for net income attributable to common
shareholders for 2009 is in a range from $66 million to
$130 million.  A reconciliation of the Company's outlook for 2009
Adjusted EBITDA to the outlook for net income attributable to
common shareholders of Tenet Healthcare Corporation for the year
ending Dec. 31, 2009, is provided in Table #3 below.

This favorable refinement to the 2009 outlook range reflects the
Company's stronger than anticipated results of operations in the
third quarter.

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?49a9

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?49a8

                      About Tenet Healthcare

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

                           *     *     *

As reported by the Troubled Company Reporter on October 1, 2009,
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating to hospital operator Tenet Healthcare's $345 million
mandatory convertible preferreds.  Net proceeds were used to
repurchase $300 million worth of outstanding 9.25% senior notes
due 2015.  The mandatory convertible preferred stock will
automatically convert to Tenet common stock on Oct. 1 2012.
Standard & Poor's views the mandatory convertible preferred
issuance as 100% debt for ratings purposes.

S&P's corporate credit rating on Tenet is 'B', reflecting the
company's struggles over the past several years with weak
operating performance and operating cash outflow and highly
leveraged financial position.  Despite the successes to date of a
multiyear turnaround effort, these factors remain key elements of
the company's highly-leveraged financial risk profile and
vulnerable business risk profile.  Tenet's extensive efforts to
effectuate a turnaround over several years has included large-
scale management and governance changes, cost control initiatives,
revamped physician recruitment and relationship strategies, and
managed care contract renegotiations to improve pricing.  Tenet's
improving financial results and better patient admissions over the
past two years indicate some measure of success of its efforts.
Still, a consistent track record of positive free cash flow
generation is not likely in the near term.

The TCR said September 29, 2009, that Moody's Investors Service
changed the rating outlook of Tenet Healthcare to positive from
stable.  Concurrently, Moody's affirmed Tenet's B3 Corporate
Family and Probability of Default ratings.


TEXAS PETROCHEMICALS: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------------
Moody's moved Texas Petrochemicals outlook to stable from negative
and affirmed its B1 Corporate Family Rating and the B1 rating on
the senior secured term loan.  The change in outlook reflects
improvements in the company's liquidity profile, operating results
and market demand for its products.

TPC's liquidity improved during calendar year 2009 after supply
chain inventory de-stocking was completed, end-market demand for
its products rose and commodity prices rebounded.  During the
first half of the year, the company reduced working capital and
repaid borrowings with operating cash flows.  The revolver's
borrowing base increased in the second half of 2009 as its
business rebounded and commodity prices rose.  The company's
highest volume product, butadiene, is in short supply and
production is limited by availability of crude C4, due to
shutdowns of some U.S. crackers and others using light feedstocks,
which generate lower crude C4 volumes.  Moody's expect TPC's
profitability to continue to improve over the next year in line
with an anticipated slow economic recovery in the U.S.

The company maintains a $140 million revolving credit facility
($35 million outstanding as of September 30, 2009) upon which it
is intermittently dependent to finance working capital.
Availability under the revolver ($87 million as of September 30,
2009) is limited by a borrowing base.  The company is not required
to comply with any financial covenants, following an amendment
entered into on February 10, 2009.  In addition to doing away with
the fixed charge coverage ratio financial covenant, the amendment
revised the calculated availability by established a block on the
last $17.5 million ($20 million after December 31, 2009) of the
borrowing base.

TPC's stable outlook reflects Moody's expectation for moderate
improvement in revenues and profitability for fiscal 2010 (ending
June 30, 2010), which should help the company maintain its
liquidity.  The rating could be upgraded, should the company
generate free cash flow to debt of 7%, its debt to EBITDA fell
below 4x on a sustained basis and industry conditions be
supportive of an upgrade.

The ratings are summarized below.

Texas Petrochemicals LP

Ratings affirmed:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* $280mm Gtd Sr Sec Term Loan due 2013 - B1 (LGD4, 54%) from B1
  (LGD4, 52%)

* Outlook: Stable

Moody's most recent announcement concerning the ratings for TPC
was on March 24, 2009.  At that time, Moody's lowered TPC's CFR to
B1 and moved its outlook to negative over concerns about TPC's
liquidity.

Texas Petrochemicals LP is a processor of crude C4 hydrocarbons
(primarily butadiene, butene-1, isobutylene), differentiated
isobutylene derivatives and nonene and tetramer.  For its product
lines, TPC is either the largest or second largest independent
North American producer.  The company operates three Texas-based
manufacturing facilities in Houston, Baytown and Port Neches.
Revenues were $1.2 billion for the twelve months ended
September 30, 2009.


TOUSA INC: Citicorp, et al., Appeal Fraud Transfer Ruling
---------------------------------------------------------
In separate filings, Citicorp North America, as administrative
agent to the First Lien Term Loan; Wells Fargo Bank, N.A., as
administrative agent under the Second Lien Term Loan Credit
Agreement; and Senior Transeastern Lenders took appeals to the
U.S. District Court for the Southern District of Florida from
Judge Olson's final judgment entered on October 13, 2009, in the
action commenced by the Official Committee of Unsecured Creditors
against the Debtors' prepetition lenders.

Bankruptcy Judge John Olson had held that the loans Citicorp and
certain prepetition lenders extended to TOUSA Inc. and its
affiliates barely six months before the Petition Date were
fraudulent transfers.

Citicorp wants the District Court to review, among others,
whether Judge Olson erred in:

  (1) its pre-trial rulings with respect to the First Lien
      Lenders;

  (2) finding that each of the Conveying Subsidiaries was
      insolvent prior to and as of July 31, 2007;

  (3) finding that TOUSA, Inc., was insolvent on a consolidated
      basis prior to and as of July 31, 2007;

  (4) its solvency-related findings and conclusions:

  (5) holding that none of the Conveying Subsidiaries received
      value, let alone reasonably equivalent value, for the
      First Lien Term Loan transfers and obligations;

  (6) determining that the transfer of the First Lien Lenders'
      interest in a tax refund occurred within the preference
      period;

  (7) finding that prior to year-end, tax attributes listed on a
      balance sheet and relied upon by a prospective lender are
      not intangible assets capable of being pledged and
      perfected through a filing under the Uniform Commercial
      Code;

  (8) holding that the Committee had met its burden of proof
      that the transfer of the lien in the tax refund allowed
      the First Lien Lenders to receive more than they would in
      a hypothetical Chapter 7 liquidation as set forth in
      Section 547(b)(5) of the Bankruptcy Code;

  (9) holding that a liquidation analysis in the Disclosure
      Statement, which was filed 11 months after the Petition
      Date and which was not subject to vetting by other
      parties-in-interest was an appropriate measure of the
      value of the Debtors' assets under the Hypothetical
      Chapter 7 test;

(10) failing to rule on or address the First Lien Lenders'
      affirmative defense under Section 547(c)(5);

(11) ordering remedies in the Committee Action;

(12) holding that Citicorp and the First Lien Lenders did not
      act in good faith or were grossly negligent in entering
      into the First Lien Term Loan Agreement.

(13) holding that AlixPartners LLP solvency opinion with
      respect to consolidated TOUSA, Inc., contained
      methodological defects and was not credible;

(14) adopting nearly verbatim the proposed findings of fact and
      conclusions of law of the Committee, thus wholly ignoring
      a host of legal and factual issues raised by the First
      Lien Lenders and other defendants in the Committee Action
      during the trial, pre-trial and post-trial submissions;
      and

(15) making what were blanket credibility findings, essentially
      finding in a complex commercial case with several fact
      and expert witnesses that witnesses who testified on
      behalf of defendants' positions were not credible, while
      witnesses who testified on behalf of the Committee's
      positions were credible; and

Citicorp also wants the District Court to review in the event of
a remand, reassignment of the Committee Action to a different
bankruptcy judge is warranted.

Specific details of the issues Citicorp wants the District Court
to review are available for free at:

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

The Senior Transeastern Lenders also wants the District Court to
review whether the Bankruptcy Court erred in deciding on these
issues:

     * Legal scrutiny on appeal,
     * Violation of the single satisfaction rule,
     * Determination of liability,
     * Lack of good faith,
     * Remedies ordered,
     * Recoupment defense,
     * Preclusion of evidence
     * Expert evidence

A full-text copy of the Senior Transeastern Lenders' statement of
issues on appeal is available for free at:

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

                  Citicorp, et al., Seek to Stay
                  Final Judgment pending Appeals;
                       Committee Objects

Citicorp, Wells Fargo and the Senior Transeastern Lenders asked
the Bankruptcy Court to stay the Final Judgment pending
consideration of their Appeals in the District Court and, to
approve posting of bonds.

Citicorp's Stay Motion Pending Appeal falls under discretionary
stays, where the applicable standard is that used in determining
whether to grant a preliminary injunction, Citicorp counsel Amy
D. Harris, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in
Tampa, Florida, asserts.  Since there is no risk of default, the
Bankruptcy Court should grant the stay without requiring a bond,
she insisted.

Citicorp's payments subject to disgorgement under the Final
Judgment include the paydown of $70,884,588, plus other amounts.

Citicorp will suffer irreparable injury if the stay is not
granted because money disgorged from it could be distributed to
unsecured creditors in transactions that will be prohibitively
costly and complex to unwind, Ms. Harris asserted.  In contrast,
granting the stay cannot substantially harm any other parties,
she said.  "If the Committee remains entitled to monetary
disgorgement from the First Lien Term Loan Lenders after
disposition of this case on appeal, it could be entitled to post-
judgment interest compensating any delay in the distribution."

If the Bankruptcy Court requires a bond as a condition to staying
the Final Judgment, Citicorp seeks that each lender will be
required to post a bond in an amount no greater than 110% of its
individual portion of the judgment, with that bond to be posted
within 30 days.

Wells Fargo is entitled to a mandatory stay of the Final Judgment
and posting of a supersedeas bond, Jeffrey I. Snyder, Esq., at
Bilzin Sumberg Baena Price & Axelrod, in Miami, Florida, also
insisted.  Wells Fargo said it is willing to post an appropriate
supersedeas bond to stay enforcement of the Final Judgment as a
matter of right pending its Appeal.  Wells Fargo further asked
the Bankruptcy Court to allow it through and including November
12, 2009, to post the supersedeas bonds in the amount of 110% of
the Final Judgment.

As previously reported, the Bankruptcy Court directed Wells Fargo
to file a disclosure of all amounts paid that are subject to
disgorgement.  Mr. Snyder related that the total amount paid by
the Debtors' estates to Wells Fargo's professionals completely
unrelated to the Committee Action is $20,655,127.  Wells Fargo
assured the Bankruptcy Court that the Disgorged Payments will be
available to the Conveying TOUSA Subsidiaries' estates in the
event the Final Judgment is upheld on appeal.

The Senior Transeastern Lenders are also prepared to post
supersedeas bonds in an aggregate amount sufficient to protect
the interests of the unsecured creditors, according to Michael I.
Goldberg, Esq., at Akerman Senterfitt, in Fort Lauderdale,
Florida.  The Senior Transeastern Lenders thus asserted their
right to post a bond to stay the Final Judgment pending appeal.
They asked the Bankruptcy Court to give them 60 days to arrange
and post a bond in an amount proportional to their liability.

Nevertheless, the Senior Transeastern Lenders urged the
Bankruptcy Court to exercise caution in imposing bonds in order
to minimize the exposure of the Debtors' estate to a potential
administrative expense.  If the Committee loses on the Appeal,
the costs of posting the bonds ordered by the Bankruptcy Court
that will be borne by the estate as administrative expenses and
will reduce the recoveries for all creditors, Mr. Goldberg
explained.

The Committee, for its part, opposed the Stay Motions Pending
Appeal, arguing that "Citicorp, Wells Fargo and the Senior
Transeastern Lenders are asking the Bankruptcy Court to suspend
the Debtors' Chapter 11 cases for a year or more it may take for
them to litigate their appeals."  Both the general unsecured
creditors and the public interest will suffer substantial harm if
a stay is granted, Committee's counsel, Patricia A. Redmond,
Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A., in Miami, Florida, asserted.

She also pointed out that the final judgment overall is properly
classified as non-monetary since the monetary aspects are
consequences of non-monetary remedies and thus, not subject to
Rule 62(d) of the Federal Rules of Civil Procedure or the
provision on the stay of proceedings to enforce a judgment.

The Committee thus asked the Bankruptcy Court to deny the Secured
Lenders' Stay Motions Pending Appeal.  If, however, the
Bankruptcy Court decides to grant the Stay Motions, it should
require the posting of appeal bonds in amounts equal to 110% of
each Secured Lender's disgorgement within 30 days, the Committee
insisted.

                 Judge Olson Stays Monetary Awards,
                      Orders Posting of Bonds

The Bankruptcy Court held that portions of the Final Judgment
that require payment of money are subject to mandatory provisions
of Civil Rule 62(d).  Thus, Judge Olson stayed the Monetary
Awards under Rule 7062 of the Federal Rules of Bankruptcy
Procedure upon the timely posting of each lender group's bonds in
these aggregate amounts:

                                                Bond Aggregate
  Lender Group                 Monetary Award        Amount
  ------------                 --------------   --------------
  First Lien Lenders            $131,900,000     $145,090,000
  Second Lien Lenders            $21,487,110      $23,635,830
  Senior Transeastern Lenders   $482,893,368     $531,182,000

Judge Olson explained that the Monetary Award against Wells Fargo
and the Second Lien Lenders aggregate $21,487,110.  The Second
Lien Lenders' Bond is 110% of the Monetary Award.

The Monetary Award against Citicorp and the First Lien Lenders
amount to $131.9 million.  Although Citicorp argued that it is
entitled to a stay as of right under Bankruptcy Rule 7062, it did
so only as an alternative to a suggestion that the Court grant a
stay pending appeal under Rule 8005 of the Federal Rules of
Bankruptcy Procedure.  Judge Olson opined that this argument
constitutes the First Lien Lenders' concession that the liability
of the Monetary Award is a joint and several obligations of the
First Lien Lenders.  If the First Lien Lenders agree that they
are jointly and severally liable for the Monetary Award, Judge
Olson directs the Lenders to file and serve a notice to that
effect within 10 days of the entry of this order.  If the First
Lien Lenders do not agree that they are jointly and severally
liable for the Monetary Award, then the Final Judgment's Monetary
Award against the First Lien Lenders will be stayed upon the
posting of the Bonds, which represent 110% of the Monetary Award.

The Monetary Award against the Senior Transeastern Lenders
comprises of $403 million plus prejudgment interest at 9% from
August 1, 2007 through October 13, 2009, or $79,893,368, for an
aggregate Monetary Award of $482,893,368.  In light of the Senior
Transeastern Lenders' request that the Court waive the
requirement for posting a bond or limit that bond to a de minimis
amount, Judge Olson commented that, "It is perfectly clear, and
quite understandable that the Senior Transeastern Lenders do not
want to go out of pocket to post bonds."  Judge Olson explained
that the purpose of a supersedeas bond is to protect the rights
of all parties pending an appeal.  Since the Senior Transeastern
Lenders have not made any showing of the individual insolvency of
any of the 65 entities comprising the Senior Transeastern group,
the Monetary Award will be stayed upon posting of the Bonds,
which represent 110% of the Monetary Award, Judge Olson held.

Judge Olson also approved the supersedeas bonds if they are in
the form of cash or a bond issued by an insurance rated A+ or
better A.M. Best Company.  The bond instruments or cash will be
tendered to the Clerk of the Bankruptcy Court on or before
December 1, 2009, with copies provided to counsel to the
Committee.  Any challenge to the adequacy of a bond will be made
by motion filed and served no later than December 11, 2009.  A
hearing on any motion challenging adequacy of a bond is scheduled
for December 16, 2009.

Judge Olson clarified that the non-monetary awards under the
Final Judgment will not be stayed under Rule 8005 pending appeal.
"Citicorp, Wells Fargo and Senior Transeastern Lenders'
likelihood of success on the merits of their Appeals is remote,"
the Bankruptcy Court held.  The Secured Lenders have made no
showing that they will be irreparably harmed by the current
effectiveness of the Non-monetary awards, Judge Olson said.  In
contrast, he stated, the Debtors' Chapter 11 cases will be struck
dead in the water if the Non-monetary Awards were to be stayed;
among others, no reorganization plan could be proposed or
confirmed if the Non-monetary Awards were stayed.

Judge Olson issued the order on the Stay Motions on October 30,
2009.

In a separate order entered November 13, 2009, at the ore tenus
motion of the Senior Transeastern Lenders, Judge Olson clarified
that each of the Senior Transeastern Lenders is severally -- not
jointly -- liable for its applicable share of the Senior
Transeastern Lenders' total bond amount.  To the extent any
Senior Transeastern Lender does not post a bond for its
applicable share of the Bond Amount, that non-bonding Senior
Transeastern Lender would not be entitled to a stay pending
appeal under the Stay Order, Judge Olson ruled.

Judge Olson further held that the Committee would have whatever
rights it has under applicable law to enforce only the portion of
the Final Judgment relating to the Non-Bonding Senior
Transeastern Lenders.

               Citicorp Seeks to Modify Stay Order

Citicorp's counsel, Harley Edward Riedel, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, Florida, explains that a
total of 47 lenders had received payments under the First Lien
Term Loan.  Of the 47 lenders, (i) 30 lenders appeared as
defendants in the Committee Action, and (ii) 17 lenders were
either named as defendants and never appeared, or were not named
as defendants in their capacity as First Lien Term Loan Lenders.

By this motion, Citicorp and certain First Lien Lenders asked
Judge Adalberto Jordan of the District Court to modify the
October 30, 2009 Stay Order by:

  (i) granting a stay to Citicorp and the Appearing Lenders
      that post a bond in the amount of 110% of the monetary
      amount they have been ordered to disgorge;

(ii) deleting the A+ bond rating requirement and instead,
      allowing the bonds to be issued by any surety meeting the
      U.S. Department of the Treasury regulations for approved
      sureties; and

(iii) granting the Appearing Lenders 30 days from the District
      Court's order on the Motion to Modify to Post Bonds.

Mr. Riedel argued that the Bankruptcy Court did not base the bond
amount on the $117,114,252 attributable to the Appearing Lenders.
He contended that the Bankruptcy Court incorrectly included in
the bond the amount of principal and interest payments made to
the Non-Appearing Lenders.  Nevertheless, Mr. Riedel said the
Committee is not without potential remedies against the Non-
Appearing Lenders.  "But whatever rights the Committee has
against the Non-Appearing Lenders, this simply has no bearing on
the amounts the First Lien Lenders who are appearing in the
Committee Action are obligated to disgorge under the Judgment,
and no impact on the proper amount of the Bonds to be posted by
the Appearing Lenders," he insisted.

In any case, it is necessary that the District Court rule on the
Appearing Lenders' bonding obligations well before December 1,
2009, which is the deadline for the Appearing Lenders to post a
bond, Mr. Riedel said.

Elena Paras Ketchum, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, Florida, disclosed that Citicorp's counsel has
conferred will all parties-in-interest who may be affected by the
Motion to Modify to resolve the issues, but has been unable to do
so.

Wells Fargo joined in Citicorp's Motion to Modify Stay Order.

The District Court has scheduled a hearing for November 19, 2009,
to consider the Motion to Modify the Stay Order.  Judge Jordan is
giving Citicorp and the Senior Transeastern Lenders 15 minutes
each for argument.  The Committee, the Debtors and other parties-
in-interest are given 30 minutes for argument.

           Secured Lenders Appeal Amended Final Judgment

Judge Olson amended the Final Judgment of the Committee Action on
October 30, 2009, to reflect modified deadlines.  In this light,
Citicorp, Wells Fargo, and the Senior Transeastern Lenders took
appeals, in separate filing, to the District Court of Judge
Olson's Amended Final Judgment on November 9, 2009.

Wells Fargo specifically wants the District Court to review
whether the Bankruptcy Court erred in:

  * holding that certain liens were preferential transfers when
    the Committee presented no cognizable evidence to fulfill
    its burden of establishing the necessary elements of Section
    547(b);

  * ordering disgorgement of adequate protection payments by,
    among others, failing to make any findings as to adequate
    protection or as to the entity that made the adequate
    protection payments;

  * ordering disgorgement of adequate protection payments to be
    returned to the estates of certain debtors when these
    payments were never incurred by those debtors in the first
    instance;

  * holding that the Committee proved that the Conveying
    Subsidiaries did not receive reasonably equivalent value;

  * dismissing Wells Fargo's affirmative defense of single
    business enterprise;

  * failing to exclude from evidence expert testimony and
    reports that were submitted as "rebuttal" evidence after
    Wells Fargo's case in chief had closed; and

  * refusing to allow the testimony of a rebuttal witness
    proffered by defendants in response to Wells Fargo's
    "rebuttal" expert testimony.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Has Access to Cash Collateral Through January 31
-----------------------------------------------------------
Judge John Olson of the United States Bankruptcy Court for the
Southern District of Florida has issued an interim order
authorizing TOUSA Inc. and its debtor affiliates access to the
cash collateral of their Prepetition Lenders through January 31,
2010.

The Court held the interim hearing on the Cash Collateral Motion
last October 26, 2009.  The original interim Cash Collateral
hearing was scheduled for October 15, 2009.

Prior to entry of the Fifth Interim Cash Collateral Order,
the Debtors filed with the Court a proposed fifth interim Cash
Collateral order, which contained a prepared cash flow budget for
the period from October 2009 to April 2010.  The Debtors'
estimated total operating cash flows under the six-month period
ending April 2010 are:

      Month ended       Est. Total Operating Cash Flow
      --------------    ------------------------------
      October 2009                ($15,309,000)
      November 2009               ($13,843,000)
      December 2009               ($10,311,000)
      January 2010                ($10,711,000)
      February 2010                ($7,648,000)
      March 2010                   ($9,877,000)
      April 2010                  ($20,165,000)

The Debtors are authorized to use of the Cash Collateral
pursuant to the October 2009 to April 2010 Budget.

Judge Olson has also ruled that the Debtors' use of the Cash
Collateral is conditioned on their compliance with certain
financial covenants.  The Financial Covenants will be measured as
(i) actual monthly Operating Cash Flow that must not be less than
the projected monthly Operating Cash Flow set forth in the Budget
minus $10 million; and (ii) cumulative Operating Cash Flow for
the applicable period must be no less than the amounts set forth
for the applicable period:

        Period                    Minimum Operating Cash Flow
  -------------------             ---------------------------
  11/01/09 - 11/30/09                     ($7,093,000)
  12/01/09 - 12/31/09                     ($3,561,000)
  01/01/10 - 01/31/10                     ($3,961,000)
  02/01/10 - 02/28/10                       ($898,000)
  03/01/10 - 03/31/10                     ($3,137,000)
  04/01/10 - 04/30/10                     ($4,125,000)

A full-text copy of TOUSA's Fifth Interim Cash Collateral
Order dated October 28, 2009, is available for free at:

   http://bankrupt.com/misc/Tousa_5thInterimCashCollORD.pdf

Judge Olson will convene a final hearing on the Debtors'
cash collateral request on December 3, 2009.  Objections are
due November 24, 2009.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Lenders Ordered Fees Disgorged to Estates
----------------------------------------------------
Judge John Olson amended the final judgment and findings of fact
and conclusion entered on October 13, 2009, that held that loans
Citicorp North America, as administrative agent, and certain
prepetition lenders extended to TOUSA Inc. and its affiliates
barely six months before the Petition Date were fraudulent
transfers.

TOUSA, Inc., caused certain of its subsidiaries to borrow in July
2007 from certain lenders (i) a $200 million first lien term loan
with Citicorp, as administrative agent under the parties' credit
agreement, and (ii) a $300 million second lien term loan with
Citicorp as administrative agent, as subsequently replaced by
Wells Fargo Bank.  To secure the Loans, the lenders were granted
liens on substantially all of TOUSA's assets.  The proceeds of the
Loans were used to settle a litigation initiated by Senior
Transeastern Lenders against TOUSA and its subsidiary, TOUSA Homes
LP, that arose from the default on debt incurred to finance the
Transeastern Joint Venture, a business venture that TOUSA
undertook in 2005.  Certain of TOUSA's affiliates, otherwise
referred to as the "Conveying Subsidiaries," which were not
defendants in the Transeastern litigation and were not liable to
the entities that financed the Transeastern Joint Venture,
nonetheless incurred liabilities and granted liens to secure the
resolution of TOUSA Inc.'s liabilities as their parent company.

Pursuant to the Amended Final Judgment dated October 30, 2009,
Judge Olson directed the First and Second Lien Lenders to
disgorge to the Conveying TOUSA Subsidiaries' estates any and all
principal, interest, costs, expenses and other fees paid to the
First and Second Lien Lenders' asserted claims or obligations
against the Conveying Subsidiaries' estates.  All Disgorged
Payments were to be wired into a Disgorgement Account by
November 9, 2009.

Moreover, Judge Olson directed the Senior Transeastern Lenders to
disgorge to the Conveying Subsidiaries' estates $403 million in
principal amount, plus prejudgment interest, with those amounts
to be wired into the Disgorgement Account by November 9, 2009.
The Senior Transeastern Lenders were previously directed to
disgorge prejudgment interest on the Senior Transeastern
Disgorged Funds at the rate of 9% per year, simple interest, for
the period between July 31, 2007, and October 13, 2009.

To permit estimation of the diminution in value of the liens
between July 31, 2007, and October 13, 2009, Judge Olson directed
the Debtors to produce by November 12, 2009, an accounting of the
value of the remaining assets of the Conveying Subsidiaries that
were subject to the avoided liens.

A status conference in the Committee Action was held November 9,
2009.

Full-text copies of the Amended Final Judgment and Findings of
Fact and Conclusions of Law dated October 30, 2009 are available
for free at:

     http://bankrupt.com/misc/Tousa_AmFinalJudgment.pdf
     http://bankrupt.com/misc/Tousa_AmFindingsofFact.pdf

Prior to entry of the Amended Final Judgment, Citicorp North
America, Inc., as administrative agent for the First Lien Term
Loan, filed (1) proposed amendments to the Findings of Fact and
Conclusions of Law entered October 13, 2009, and (2) a proposed
amended Final Judgment in late October.  Both contain immaterial
changes.  Full-text clean and blacklined copies of Citicorp's
proposed Amended Findings of Fact and proposed Final Judgment are
available for free at:

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

http://bankrupt.com/misc/Tousa_PropFindingsofFact_blacklined.pdf
  http://bankrupt.com/misc/Tousa_PropAmFinalJudgment.pdf

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

Moreover, Citicorp, Wells Fargo Bank, N.A., as administrative
agent under the Second Lien Term Loan Credit Agreement; and the
Senior Transeastern lenders filed with the Court copies of their
proposed findings of fact and conclusions of law dated Sept. 4,
2009.  Full-text copies of the Secured Lenders' findings of fact
are available for free at:

  http://bankrupt.com/misc/Tousa_WellsFargoFindingsofFact.pdf
  http://bankrupt.com/misc/Tousa_CiticorpPropFindingsofFact.pdf
  http://bankrupt.com/misc/Tousa_SenTransFindingsofFact.pdf

                Secured Lenders Disclose Payments
                    Subject to Disgorgement

Pursuant to the Court's directive at an October 15, 2009 hearing,
Citicorp and Wells Fargo submitted to the Court an accounting of
amounts ordered to be disgorged pursuant to the Final Judgment.

Citicorp disclosed that the total amount potentially subject to
disgorgement under the Final Judgment by the First Lien Lenders
aggregate $117,114,252, comprised of:

    Principal Payments                        $528,364
    Interest Payments                       24,651,496
    Paydown plus pre-judgment interest      69,979,957
    Professional fees and expenses          21,954,433
                                          ------------
      Total                               $117,114,252

In addition, during the period from July 31, 2007 through the
Petition Date, professionals who provided services to the First
Lien Lenders also provided services to the lenders under the
Second Lien Term Loan that were paid for by TOUSA, Inc.  The
total amount paid by TOUSA on behalf of the Second Lien Lenders,
based on an apportionment of these services among the Revolver
Lenders, the First Lien Lenders and the Second Lien Lenders is
$571,973.  However, this amount is not subject to disgorgement by
the First Lien Lenders, Citicorp clarified.  A summary of fees
and expenses paid to professionals of the First Lien Lenders is
available for free at:

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

Wells Fargo, on the other hand, disclosed that $21,487,119 was
paid by the Debtors' estates to the Second Lien Lenders as
adequate protection.  A spreadsheet detailing all fees and
expenses paid by the Debtors' estates for the benefit of, or on
behalf of, the Second Lien Lenders is available for free at:

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

Wells Fargo disagreed with Citicorp's assertion that $571,973 in
fees and expenses were incurred on behalf of the Second Lien
Lenders.  Wells Fargo asserted that it jointly retained with
Citicorp the firm Integra Realty.  Wells Fargo thus argued that a
portion of Integra's fees should be allocated to Citicorp.

Subsequently, on behalf of Wells Fargo, Jeffrey I. Snyder, Esq.,
at Bilzin Sumberg Baena Price & Axelrod, in Miami, Florida,
disclosed that upon review of the spreadsheets provided by the
Second Lien Lenders, TOUSA identified two categories of errors in
the spreadsheets.  The first category includes Second Lien
Lenders expenses for which TOUSA made payment directly to the
vendors, he said.  Since these were direct payments, they were
not included in the Spreadsheets, which only reported expenses
that TOUSA reimbursed to the Second Lien Lenders' professionals.
The net amount of those direct payments was $176,668.  The second
category related to discrepancies in the amount of reimbursements
provided by TOUSA to the Second Lien Lenders' professionals,
which discrepancies amounted to ($5,977), he added.

Mr. Snyder thus said that $21,663,787 was paid to the Second Lien
Lenders as adequate protection.  A revised spreadsheet detailing
all fees and expenses paid by the Debtors' estates for the Second
Lien Lenders is available for free at:

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

           TOUSA Seeks Extension on Valuation Deadline

The Debtors sought guidance from the Court regarding their
obligation to produce an accounting of the value of the remaining
assets of the Conveying TOUSA Subsidiaries that were subject to
the avoided liens pursuant to the Final Judgment.

On behalf of the Debtors, Matthew E. Papez, Esq., at Berger
Singerman, P.A., in Miami, Florida, related that the Debtors'
analysis has generated a series of questions that the Debtors
have been trying to address, including through their own analysis
and through ongoing discussions with the parties.  As the Court
and the parties are aware, assets can be valued through different
methodologies.  Those different methodologies led to different
value conclusions for the same assets.  Faced with those
realities and with the obligation that they submit an accounting
of the value of the remaining assets of the Conveying
Subsidiaries, the Debtors have been working diligently to assess
the appropriate method to value their remaining assets, Mr. Papez
disclosed.

Mr. Papez said the Debtors identified at least three potential
methodologies for valuing the remaining assets:

  (1) Using the Debtors' wind-down model as a basis for the
      valuation;

  (2) Using the Debtors' current borrowing base as a basis for
      the valuation; or

  (3) Using Letters of Intent or Purchase and Sale Agreements
      that the Debtors have with regard to some, but not all, of
      their remaining assets as a basis for the valuation.

Thus, to address these valuation issues, the Debtors further
asked the Court to extend the deadline for the production of the
accounting of the value of the remaining assets.  In this light,
Judge Olson extended the Debtors' deadline to produce the
accounting value of the remaining assets through November 12,
2009.  Judge Olson said the Debtors may file their Remaining
Value Analysis under seal.  The Debtors may also designate as
confidential or highly confidential materials regarding the
Remaining Value Analysis under a stipulated protective order
entered on August 12, 2008, among certain parties in the
Committee Action.  Judge Olson further stated that the Senior
Transeastern Lenders have agreed to be bound and comply with the
Stipulated Protective Order.  The Senior Transeastern Lenders may
also receive and review confidential or highly confidential
information and filings made under seal regarding the Remaining
Assets Valuation.

The Debtors subsequently filed with the Court on November 12,
2009, their Remaining Value Analysis.  Pursuant to the Court's
order, the Remaining Value Analysis was filed under seal and
designated as highly confidential material under the Stipulated
Protective Order.

The Debtors' counsel, Paul Steven Singerman, Esq., at Berger
Singerman, P.A., in Miami, Florida, disclosed that the Remaining
Value Analysis contains the Debtors' current detailed estimates
regarding the value of their remaining assets.  The Debtors are
actively attempting to sell their remaining assets, and the
public release of these estimates would significantly impair the
Debtors' ability to maximize the value of their estates by
negotiating the optimal price for their assets, he pointed out.

In this light, the Debtors formally sought and obtained the
Court's authority to file under seal the Remaining Value
Analysis.  The Court further ordered that the Remaining Value
Analysis will remain under seal after the closing of the Debtors'
Chapter 11 cases.

                  Citicorp's Motion to Clarify

Pursuant to the Final Judgment, the First and Second Lien Lenders
are directed to disgorge to the Conveying TOUSA Subsidiaries'
estates all principal, interest, costs, fees or amounts paid to
the First and Second Lien Lenders or with respect to the First
and Second Lien Lenders' asserted claims or obligations against
the estates of the Conveying Subsidiaries.

Representing Citicorp, Amy Denton Harris, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, Florida, noted that most
of the Disgorged Payments made to the First Lien Lenders were
paid by TOUSA.  TOUSA had and has contractual obligations to the
First Lien Lenders, independent of any obligations the Conveying
Subsidiaries may or may not have, to pay those amounts, she
cited.  She further asserted that the liens granted to the First
Lien Lenders by TOUSA remain valid.

Moreover, the Court opined under the Final Judgment that $403
million of the value of the assets subjected to liens granted to
the Lenders is attributable to the Conveying TOUSA Subsidiaries,
Ms. Harris pointed out.

Citicorp thus asked the Court to enter an order clarifying:

  (i) whether the payments received from TOUSA are subject to
      disgorgement under the Final Judgment;

(ii) if so, whether those payments should be disgorged to the
      estate of TOUSA or the estates of the Conveying TOUSA
      Subsidiaries; and

(iii) the value of the liens on the Conveying TOUSA
      Subsidiaries' property as of July 31, 2007, that should be
      used for purposes of the Final Judgment.

The Official Committee of Unsecured Creditors argued that there
is no need for clarification on the issue of disgorgement.
Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida, pointed out that
the Court's definition of the Disgorged Payments contains no
exception for payments from TOUSA.  The real issue, she asserted,
is whether the Court should add that exception.  The Court should
deny Citicorp's request for that addition as procedurally
improper in the context of a motion for clarification, Ms.
Redmond contended.  Even if the Court is to treat the filing as a
motion to alter or amend the judgment under Rule 59(e) of the
Federal Rules of Civil Procedure, it would be meritless, she
insisted.

Ms. Redmond elaborated that for purposes of determining what
liens existed on July 31, 2007, these contingent future assets do
not count -- as the Court has held, TOUSA's legal entitlement to
the tax refund did not arise, and liens in it were not
transferred, until much later, on January 1, 2008.  Thus, the
asset allocation for lien valuation purposes must exclude that
not-yet-extant refund, she said.  Adjusting the solvency-related
apportionment accordingly, $450 million of the obligations on the
term loans would be allocated to the Conveying Subsidiaries, Ms.
Redmond maintained.

The Committee thus asked the Court to deny Citicorp's Motion to
Clarify with respect to the clarification on the disgorgement of
payments.  The Committee, however, asked the Court to clarify
that the value of the liens on the Conveying TOUSA Subsidiaries'
property on July 31, 2007, was $500 million or $450 million.

Citicorp subsequently reacted to the Committee's contention.
Citicorp insisted that the Final Judgment was not clear on
whether amounts paid by TOUSA are required to be disgorged to the
estates of the Conveying TOUSA Subsidiaries or on whether there
is any basis for a remedy.  However, if the Court agrees with the
Committee that the disgorgement of payments is already a settled
issue under the language of the Final Judgment, Citicorp will not
seek to revisit or reopen the issue and will simply pursue the
issue as appropriate on appeal, Citicorp's counsel, Ms. Harris
told the Court.

Ms. Harris also asserted that the Final Judgment can be
interpreted as indicating that the $403 million figure should be
used in calculation of diminution of value.  She contended that
the Court's determination that the liens did not attach to the
tax refund for preference purposes was based on a narrow
application of federal tax law.  As a matter of state law, it is
clear that the liens attached to the tax refund at the time they
were perfected, not at the time TOUSA's right matured as a matter
of federal tax law, she insisted.  Thus, no basis exists to
exclude the tax refund from the allocation of assets for
determining the diminution of value of the liens, she maintained.
Citicorp said it does not seek reargument on this issue, but
simply seek clarification of the Final Judgment.

Citicorp thus reiterated its request for approval of its Motion
to Clarify.

            Tennenbaum Seeks to Alter Final Judgment

In a separate request, Tennenbaum Multi-Strategy Master Fund
asked the Court to alter or void the Final Judgment to the extent
it seeks to bind Tennenbaum.  Tennenbaum told the Court that
while it was named as defendant in the Committee's Complaint, as
amended, as a First Lien Lender, it was never properly served a
copy of the Complaint.

Tennenbaum has never appeared in the Committee Action and the
Committee has never moved for, and the Court has not entered,
default judgment against Tennenbaum, Jose A. Casal, Esq., at
Holland & Knight LLP, in Miami, Florida, said.  Over the course
of 15 months of heated litigation, culminating in 13 days of
trial in July and August 2009, the Committee took no steps beyond
its utterly inadequate service to include Tennenbaum in these
proceedings, he related.  In this light, the Final Judgment
should be amended or vacated because it would violate fundamental
fairness to bind Tennenbaum or its assets when it has been denied
notice, personal service, and a hearing, Mr. Casal asserted.

In a Court-approved stipulation, Tennenbaum and the Committee
agreed that hearing to consider Tennenbaum's Motion to Alter is
moved to January 11, 2010.  The Committee will have until
January 6 to respond to the Motion.  Tennenbaum can supplement
its Motion to Alter no later than December 27, 2009.

The parties further agreed that the Amended Final Judgment will
not be enforceable against Tennenbaum unless the Court enters an
order (i) denying the Motion to Alter, or (ii) ruling that the
Amended Final Judgment is enforceable against Tennenbaum in a
proceeding or action.  Pursuant to Rule 8002(b) of the Federal
Rules of Bankruptcy Procedure, Tennenbaum's time to file a notice
of appeal regarding the Amended Final Judgment is extended
through the date that is 10 days after the Court's order
disposing of the Motion to Alter.  The Committee reserved the
right to initiate a new adversary action against Tennenbaum or
take any action with respect to Tennenbaum in the Committee
Action.

              Transeastern Lenders Furnished Court
               With Undisclosed Expert Opinions

In another matter, the Senior Transeastern Lenders filed a copy
of a bench memorandum of undisclosed expert opinions as rebuttal
evidence they submitted to the Court on July 28, 2009.  Under the
Bench Memorandum, the Senior Transeastern Lenders objected to the
Committee's introduction on July 27, 2009, of expert information
consisting of hundreds of pages of spreadsheets, more than
130,000 pages of new HSP Reports, and a series of demonstratives
that formed the basis of the rebuttal testimony of Charles
Hewlett and Amy Benbrook.  The Senior Transeastern Lenders argued
that the information is improperly undisclosed expert testimony
foreclosed under Rule 26 of the Federal Rules of Civil Procedure
and Rule 7026 of the Federal Rules of Bankruptcy Procedure.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Transeastern Lenders Given Some Slack on Bonds
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors formed in Tousa Inc.'s Chapter 11
cases agreed that each of the senior Transeastern lenders must
post only its portion of $531.2 million in bonds that the
bankruptcy judge is requiring as a condition to holding up
enforcement of the fraudulent transfer judgment handed down in
October.  If a lender doesn't post its portion of the appeal bond,
the Creditors Committee can take action to collect that lender's
portion of the judgment, even though an appeal is outstanding.

In October, U.S. Bankruptcy Judge John K. Olson ordered lenders,
which include Citigroup Inc. and Wells Fargo & Co., to post bonds
of $700 million while by Dec. 1, while a fraudulent transfer
ruling is appealed.  The bond amounts are 110 percent of the
monetary awards.

Judge Olson had ruled earlier in the month that the loans Citicorp
North America, as administrative agent, and certain prepetition
lenders extended to TOUSA Inc. and its affiliates barely six
months before the Petition Date were fraudulent transfers as to
the Tousa subsidiaries that pledged their assets while receiving
no benefit from the loan.  The loans were made so Tousa could bail
out and refinance a joint venture in a home builder named
Transeastern Properties Inc.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRIAD GUARANTY: Receives Non-Compliance Notice From NASDAQ
----------------------------------------------------------
Triad Guaranty Inc. disclosed that on November 11, 2009, it
received a notice from The NASDAQ Stock Market stating that the
Company was no longer in compliance with NASDAQ Listing Rule
5450(b)(3)(C), which requires the Company to maintain a minimum
market value of $15 million of its total outstanding shares of
common stock (excluding shares held directly or indirectly by
officers, directors or any beneficial owner of more than 10% of
the Company's total outstanding shares).  NASDAQ will provide the
Company with a period of 90 calendar days, or until February 9,
2010, to regain compliance with Listing Rule 5450(b)(3)(C).  The
Minimum Market Value must be equal to or greater than $15 million
for 10 consecutive business days in order for the Company to
regain compliance with Listing Rule 5450(b)(3)(C).

If the Company does not regain compliance with Listing Rule
5450(b)(3)(C) by February 9, 2010, NASDAQ will provide written
notification to the Company that the Company's common stock is
subject to delisting.  At that time, the Company may appeal
NASDAQ's delisting determination to a Hearings Panel.
Alternatively, the Company could consider applying for a transfer
to The Nasdaq Capital Market prior to February 9, 2010 if the
Company satisfies the requirements for continued listing on that
market.  Currently, however, the Company does not satisfy the
requirements for continued listing on The Nasdaq Capital Market.
The Company intends to actively monitor the Minimum Market Value
for its common stock and will consider available options to
resolve the deficiency and attempt to regain compliance with
Listing Rule 5450(b)(3)(C), or pursue other alternatives.

Triad Guaranty Inc.'s wholly owned subsidiary, Triad Guaranty
Insurance Corporation, is a nationwide mortgage insurer pursuing a
voluntary run-off of its existing in-force book of business.


TRIBUNE CO: LA Times to Assume Diablo Lease
-------------------------------------------
Tribune Co. and its units ask the Bankruptcy Court to authorize
Debtor Los Angeles Times Communications LLC to assume an unexpired
lease of non-residential property located at 1569 South State, in
Anaheim, California.  The Debtors relate that landlord Diablo
Investment Co. has consented to the assumption and has agreed that
the payment of a cure amount of $19,097 will satisfy any and all
defaults under the Lease.

The Lease pertains to a distribution center used in LA Times'
business to coordinate and distribute the Los Angeles Times to its
various customers and subscribers in the Orange County, California
area.

"Rejection of the Lease would be detrimental to LA Times' business
and reorganization prospects, as it would be forced quickly to
find an alternative location for its distribution of the Los
Angeles Times in the Orange County area," says Stephanie Pater,
director, Real Estate of Tribune Company.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Proposes Settlement With Michael Gutman Estate
----------------------------------------------------------
Tribune Co. and its units ask the Court to approve their
settlement with the estate of Michael E. Gutman, M.D., Mike
Gutman, M.D. (MPAC), Gutman Pain/Accident Center, Inc.

On May 11, 2005, Dr. Gutman commenced an action against certain
Debtors and Rene Stutzman and Fred Schulte, reporters employed by
the Debtors alleging, among other things, that articles published
in the Orlando Sentinel, a newspaper published by one of the
Debtors, wrongfully identified him as prescribing pain and anxiety
medication that was linked to the death of 11 patients.  The
Florida Action, which contained one count of defamation and one
count for a false light invasion of privacy claim, sought damages
in excess of $15,000,000.

As a result of Dr. Gutman's suicide on April 28, 2009, Donna G.
Gutman, Dr. Gutman's widow, has asserted additional financial
damages, as well as additional pain and suffering, which will
result in a variety of new factual and legal issues requiring
substantial discovery and additional briefing beyond what was
originally contemplated in the litigation.

The Debtors maintain insurance applicable to the Florida Action.
However, the Debtors' insurance policy is subject to a $1 million
per occurrence self-insured retention provision, with the Debtors
being obligated to pay for all defense costs, which payments do
not erode the Debtors' retention obligation.

On October 27, 2009, the Debtors and Plaintiffs entered into the
Settlement Agreement which provides that the Debtors will pay
$1 million and Debtors' insurer will pay $850,000.  Payment of the
Settlement Amount will be subject to the Bankruptcy Court's
approval and the execution of a release applicable to the Debtors
and each of the Reporters.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wants to Reject Service Agreement With Kenexa
---------------------------------------------------------
Debtor Tribune Company seeks the Court's authority to reject a
Service Agreement dated as of January 5, 2002, with Kenexa
BrassRing, Inc.

On January 5, 2002, Tribune and Hire Systems, a division of
BrassRing Inc., entered into the Service Agreement, as amended.
Kenexa BrassRing is a successor-in-interest to BrassRing, Inc.,
for the purposes of Agreement.

Under the Agreement, Kenexa BrassRing grants Tribune a non-
exclusive, non-transferable license to access Kenexa BrassRing's
web-based software.  By accessing the software, Tribune may, at
its request, perform searches, displays, and downloads of hiring
information.  The Agreement terminates on December 31, 2010.  In
the event of early termination, Tribune would be required to pay
the full remaining fees under the Agreement.

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Wilmington, Delaware, relates that over the past several
months, Tribune has been evaluating the relative costs and
benefits associated with the Agreement, as well as Tribune's
ability to obtain similar software services from other providers.
Ms. Stickles notes that, as a result of this evaluation, Tribune
has determined it can obtain alternative software that offers more
features and options better tailored to Tribune's business, at a
lower price, from iCIMS.com, Inc.

According to Ms. Stickles, the iCIMS provides real-time
functionality that is currently unavailable under the Agreement:

  (a) iCIMS provides real-time candidate information uploads to
      PeopleSoft, Tribune's human resources database;

  (b) iCIMS is highly configurable;

  (c) iCIMS provides PDA/smartphone access.

Tribune seeks to reject the Kenexa Brassring Agreement effective
December 1, 2009.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRONOX INC: Equity Panel Offers to Refinance DIP Facility
---------------------------------------------------------
The Official Committee of Equity Security Holders in Tronox Inc.'s
cases relates that its financial advisors actively solicited 16
potential replacement DIP financing lenders and generated
substantial interest in providing that replacement financing,
including a certain proposal and term sheet from a nationally
recognized lender, which proposal has been provided to the Debtors
and their advisors.

This Alternative DIP Term Sheet would provide the necessary
operating liquidity for the Debtors, including cash
collateralization of all newly issued and rolled up Letters of
Credit, while eliminating the current DIP Facility's needlessly
onerous requirement that Tronox Inc. sell all of its operating
assets in the next few weeks, Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP, in New York, tells the Court.

The Alternative DIP Term Sheet also extends the maturity date of
the current DIP agreement 12 months to January 13, 2011, and
removes any requirements for a sale of substantially all of the
Debtors' assets under Section 363 of the Bankruptcy Code.

Ms. Dine, however, notes that despite clear and compelling
arguments as to the excess collateral backing the Secured
Lenders' claims, the Debtors remain steadfastly opposed to moving
forward with a replacement DIP facility that would seek to prime
the prepetition secured debt pursuant to Section 364.  In taking
this position, the Debtors, despite their protestations to the
contrary, substantially diminish the likelihood that there will
be sufficient time to formulate, negotiate, and effect a viable,
value-maximizing standalone plan of reorganization and, at the
same time, dramatically increase the probability of a value-
destroying fire sale, Ms. Dine argues.

As a result of the Debtors' apparent lack of interest in pursuing
a replacement DIP facility, the Equity Committee asks the Court
to compel the Debtors to refinance their existing DIP Facility
with an Alternative DIP Facility to alleviate the requirement of
an immediate sale of the business.

Ms. Dine points out that given the size of their financing needs,
together with the looming legacy environmental liabilities, the
Debtors had few realistic borrowing options outside of their
Secured Lenders, who were able to impose onerous cost and
stringent restrictions, including the requirement that the
Debtors consummate a sale in short order.  "However, continuing
along this route at lightning speed will destroy any chance that
the Debtors could develop a standalone reorganization plan which
would maximize value," she says.

The Equity Committee filed a declaration by Stephen A. Greene, a
senior managing director of Eureka Capital Partners, LLC, in
support of the Committee's application to retain the firm as its
financial advisor.

Mr. Greene pointed out that the Debtors have long maintained that
they are unable to focus single-mindedly on their reorganization
because of covenants in the existing DIP facility and prepetition
loan agreements that require a sale of Tronox Inc.'s operating
assets by December 10, 2009.  Mr. Greene said that this
highlights the paramount importance of replacing the current DIP
facility to maximize the value of Tronox's bankruptcy estates
through a plan of reorganization for the benefit of all
constituencies.

Mr. Greene related that since his firm's entry into the Debtors'
Chapter 11 cases in late August 2009, Eureka/Young, at the
direction of the Equity Committee, has made canvassing the market
to determine the viability of a replacement DIP facility its
highest priority.  He added that Eureka/Young have had direct
discussions with 16 of the most likely sources of financing,
virtually all of whom expressed comfort with the viability of a
replacement DIP, and several of whom expressed interest in
providing proposals for that replacement DIP.

                         Debtors Object

"The Motion to Compel is an unjustified and impermissible attempt
by the Equity Committee to substitute its judgment for that of
the Debtors, who are a responsible fiduciary for their Chapter 11
estates -- and the sole fiduciary for all stakeholders.  The
Equity Committee has made its intention to disrupt the Debtors'
dual path process clear, and the Motion to Compel is the latest
iteration of its opposition to the Debtors' management of the
Cases," Jonathan S. Henes, Esq., Kirkland & Ellis LLP, in New
York, argues.

Mr. Henes maintains that the Debtors' decisions concerning both
their postpetition financing and the most appropriate path to
maximize value for the benefit of all stakeholders are based on
extensive deliberation and constitute sound exercises of the
Debtors' business judgment.

The Debtors' business decisions are entitled to deference under
the law, and the Motion to Compel should be denied, Mr. Henes
asserts.

Mr. Henes tells the Court that the Debtors are making meaningful
progress on their dual path process.  In particular, to fully
explore the possibility of a standalone reorganization, the
Debtors have canvassed the markets for exit financing to fund
their emergence from Chapter 11 as a going concern.  That effort,
he says, has resulted in nine indications of interest from
potential lenders as well as a financing proposal from a group of
existing bondholders -- a group that the Debtors organized.  He
adds that the Debtors are working diligently in their attempt to
craft suitable exit financing, which may be structured as a
replacement DIP facility that rolls into an exit facility.

According to Mr. Henes, the Debtors' decision not to replace the
DIP Facility in the manner suggested by the Equity Committee is
further informed by the risks that a process would pose at this
juncture of the Bankruptcy Cases.  To replace only the DIP
Facility, he points out, the Debtors would likely need to engage
in a priming fight with its prepetition lenders, as the Debtors
understand the prepetition lenders would object to a replacement
priming DIP Facility.  "Prosecuting [that] contest in a short
period of time would effectively terminate the dual path process,
since [the Debtors'] attention to the priming fight would come at
the expense of its attention to the sale and plan negotiations."

The Official Committee of Unsecured Creditors supports the
Debtors' Objection.

                 Equity Committee Talks Back

Ms. Dine avers that the Debtors have attempted to mischaracterize
the Equity Committee's Motion as an attempt by the Equity
Committee to substitute its judgment for the Debtors' business
judgment.

This is not the case, Ms. Dine asserts. The Equity Committee
agrees with the Debtors that the Debtors must act as fiduciaries
to all parties-in-interest in accordance with their business
judgment, she explains.  The Equity Committee is requesting
simply that the Court compel the Debtors to refinance the DIP
Facility, on demonstrable available, superior terms, in order to
provide the Debtors with sufficient time to truly pursue a dual
path, including time to formulate a viable plan of
reorganization.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Huntsman's Anti-Trust Waiting Period Expires
--------------------------------------------------------
Huntsman Corporation's waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act has expired on November 2, 2009.  The
waiting period is a requirement to close on the asset and equity
purchase agreement pursuant to which its wholly-owned subsidiary,
Huntsman Pigments LLC, has agreed to acquire certain assets of
Tronox and its subsidiaries under Section 363 of Chapter 11 of
the U.S. Bankruptcy Code for $415 million, including working
capital.

Peter Huntsman, President and CEO of Huntsman Corporation, stated
in a press release that "[w]e are pleased with the favorable
outcome of FTC's review and that our agreement with Tronox can
move quickly to closing upon successful conclusion of the auction
process, which we believe will be received favorably by the
customers, vendors, employees and other stakeholders of the
combined business."

Huntsman and Tronox continue to work towards completion of
comparable approval processes in other jurisdictions, Huntsman
said.

             Debtors File Assumed Contracts List

The Debtors submitted to the Court a list of executory contracts
and unexpired leases with cure amounts, which they intend to
assume and assign to Huntsman Pigments LLC and Huntsman Australia
R&D Company Pty Ltd. or any other Successful Bidder upon the
closing of the Sale of the Debtors' assets.  The list is
available for free at:

    http://bankrupt.com/misc/Tronox_A&ASaleContracts.pdf

Under the terms of the Assumption and Assignment Procedures,
Huntsman may modify the list of Assumed Contracts until the
earlier of (a) March 31, 2010 or (b) the closing of the Sale.
Any counterparty impacted by the modification will receive notice
of an opportunity to object to the proposed assumption and
assignment of the Assumed Contract, if applicable.

Objections to the Assignment and Assumption must be filed on or
before (i) December 1, 2009, the Sale Objection Deadline or (ii)
for those counterparties receiving the notice after the Sale
Objection Deadline, 10 days after service of the notice.

Any counterparty to an assumed contract that fails to timely file
and serve an objection to the proposed assumption and assignment
of an assumed contract in accordance with the Bidding Procedures
Order and the Assumption and Assignment Procedures will be
forever barred from asserting any objection to the assumption and
assignment of the assumed contract and the cure amount.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: U.S. Govt. Raises Red Flag on Equity Committee Plan
---------------------------------------------------------------
The Official Committee of Equity Security Holders in Tronox Inc.'s
cases asks Judge Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York to terminate Tronox Incorporated
and its debtor affiliates' period of exclusivity to file a plan of
reorganization.  The Equity Committee wants to file an alternative
plan of reorganization for Tronox.  The Equity Committee says the
Plan arrangement by Tronox's management wrongfully awards
the unsecured creditors with all of the intrinsic value of the
reorganized company.

The United States of America asserts that the Termination Motion
seeks to advance the Equity Committee's plan of reorganization
pursuant to a proposed term sheet that was created without any
consultation with the Government regarding the substantial
environmental liabilities central to the Chapter 11 cases.

Preet Bharara, Esq., U.S. attorney, points out that the term
sheet implies that the Debtors' responsibilities to maintain and
clean up their owned property can somehow be discharged under the
Equity Committee's plan without the consent of the Government.

The Government tells the Court that it is compelled to respond to
the EC Term Sheet, insofar as the Equity Committee implies that
an arrangement can be accomplished through a plan of
reorganization that the Government has not agreed satisfies the
administrative expenses of bringing property of the estate into
compliance with the law

According to Mr. Bharara, a significant portion of the Debtors'
environmental liabilities stem from their obligation to comply
with the law and to maintain the property of their estates;
indeed, they are the "actual, necessary costs and expenses of
preserving the estate."  Those liabilities -- which run in the
hundreds of millions of dollars -- cannot be discharged or
otherwise resolved in a plan of reorganization without the
Government's consent that the plan provides for compliance with
applicable non-bankruptcy law, Mr. Bharara says.

"Perhaps recognizing that the sort of reorganization envisioned
by the Equity Committee requires the Government's consent, the EC
Term Sheet appears to signal that the Government was somehow
involved in the formulation of the EC Term Sheet, or was engaged
in negotiations with the Equity Committee," Mr. Bharara notes.

To be clear, Mr. Bharara says, the Government expresses no view
on the fundamental premise underlying the EC Term Sheet: that
there is sufficient inherent value in the Debtors' estates to not
only provide a full recovery for unsecured claimants, but
residual value for equity holders.

Accordingly, the Government filed a statement only to dispel the
Equity Committee's apparent misconception that there could be any
viable "standalone plan" that does not have the Government's
consent, and to make clear that the Government did not play any
part in drafting the EC Term Sheet.

              Equity Committee's Alternative Plan

The Equity Committee, alongside the filing of its Termination
Motion, filed a proposed global settlement and Chapter 11 Plan
term sheet for the Debtors.

The Term Sheet would allow the Debtors fundamentally healthy and
profitable operations to reorganize and emerge largely free of
the improperly allocated Legacy Liabilities.

A trust will be established and funded to continue litigation
against Anadarko Petroleum Corp. and to address environmental
remediation concerns pending the resolution of Anadarko
litigation.  Claims asserted by the Environmental Protection
Agency and various tort claimants will be satisfied by the
proceeds of the Anadarko litigation.  Allowed unsecured claims
will be paid in full with a combination of cash and preferred
shares of Reorganized Debtors.

Public shareholders will also receive new equity and rights to
purchase additional shares in Reorganized Debtors.

The Term Sheet provides that Reorganized Debtors will be
capitalized by:

  -- Tronox's excess cash;

  -- a new senior term loan and revolving credit facility of
     $280 to $300 million;

  -- a high yield issue of $205 to $225 million; and

  -- a backstopped rights offering to the public shareholders of
     $100 million.

The Term Sheet sets forth a mechanism for an Equity Sponsor to
back-stop a rights offering giving the Debtors' existing public
shareholders and noteholders an opportunity to invest additional
new money in Reorganized Debtors.

Ms. Dine avers that the Equity Committee's Term Sheet presents a
fair and equitable way forward to achieve the reorganization of
the Debtors giving careful consideration to the debt-levels the
company can support and the capital requirements that the
recovering capital markets can fulfill.

Ms. Dine clarifies that the Equity Committee does not maintain,
and has never maintained, that final resolution of Tronox's
pending adversary complaint against Anadarko Corporation is a
prerequisite for confirmation of a standalone plan.  Rather, she
says the main impediment to developing a plan by December 10 is
resolution of the multi-billion dollar claims asserted by the EPA
against both the Debtors and Anadarko, which relate to a single
set of Legacy Liabilities that were improperly allocated to the
Debtors during its 2005 spin-off.

Ms. Dine points out that the dual track process approved by the
Court can only work if parties-in-interest are able to pursue
reorganization vigorously.  She, however, says that there is no
evidence to suggest the Equity Committee's pursuit of a plan will
disrupt the Debtors' pursuit of their own, should they choose to
do so.  The Equity Committee's Term Sheet currently represents
the estates' best chance of preserving estate value before an
untimely sale of the assets at a discount of hundreds of millions
of dollars, she asserts.

The draft term sheet of the Alternative Plan is available for
free at http://bankrupt.com/misc/Tronox_ECTermSheet.pdf

The Equity Committee further asserts that pursuit of its plan,
which includes a reasonable mechanism for value to return to
equity, would not "disrupt" the Debtors' alleged dual track
process, but would, if anything, demonstrate to all potential
lenders or acquirers of the company that the Debtors' assets have
thus far been vastly undervalued by the Huntsman bid and by the
Debtors' uneven and delayed implementation of the "dual track"
process.

The alternative plan was developed in consultation with the
Equity Committee's financial advisors, Eureka Capital Partners,
LLC and Young & Partners, LLC.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Aztar License Not in Indiana Gaming's Nov. Agenda
----------------------------------------------------------------
The Indiana Gaming Commission is not considering the license
application of the owners of Casino Aztar of Tropicana
Entertainment LLC this November, according to the Evansville
Courier & Press.

Tropicana Entertainment also owns the Evansville Casino.  It has
been campaigning for the grant of an Indiana gaming license for
its operations.  However, the Indiana Commission makes no mention
of Casino Aztar license application in its November meeting
agenda, Dan Shaw of the Evansville Courier & Press noted.  It is
also unclear why the Casino Aztar matter has been shelved, the
report added.

Casino Aztar's presence in Indiana has been in limbo since casino
gaming regulators in New Jersey revoked Aztar's license in
December 2007 and placed it under conservatorship.  Under
gambling laws, the action taken by the New Jersey gaming
regulators could have led to Tropicana to lose its license "in
every state it does business," Mr. Shaw pointed out.

Tropicana spokesman Hud Englehart opined that the Indiana
Commission might need more time to review Tropicana's license
application, the report stated.  The Company hopes its
application will be taken up in the December agenda.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors -- Adamar
of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Expands Scope of E&Y Work for 2nd Time
-----------------------------------------------------
Tropicana Entertainment LLC and its affiliates, for the second
time, is seeking to expand the scope of Ernst & Young LLP's
services to include:

  -- additional audit services, nunc pro tunc to September 16,
     2009; and

  -- additional tax services, nunc pro tunc to October 29, 2009.

The Additional Audit Services Ernst & Young will provide include:

  (a) Annual audit of the consolidated financial statements of
      OpCo Debtor Tropicana Entertainment Holdings, LLC, as of
      and for the year ended Dec. 31, 2009.  In the event the
      OpCo Debtors emerge from bankruptcy before Dec. 31, 2009,
      Ernst & Young's audit will be for the period from Jan. 1,
      2009, through the date of emergence;

  (b) Annual audit of the stand-alone financial statements of
      (1) OpCo Debtors Columbia Properties Vicksburg, LLC, JMBS
      Casino, LLC, and Catfish Queen Partnership in Commendam,
      and (2) Greenville Riverboat, LLC, for the year ended
      Dec. 31, 2009.  With respect to the first three OpCo
      Debtors, in the event the OpCo Debtors emerge from
      bankruptcy before Dec. 31, 2009, Ernst & Young's audit
      will be for the period from Jan. 1, 2009, through the date
      of emergence.  With respect to Greenville Riverboat, in
      the event the OpCo Debtors emerge from bankruptcy before
      Dec. 31, 2009, Ernst & Young's audit will be for the
      period from Jan. 1, 2009, through the date of a change in
      control;

  (c) Audit of the financial statements of Liquidating LandCo
      Debtor Tropicana Las Vegas Holdings, LLC, as of June 30,
      2009, and for the period Jan. 1, 2009, through June 30,
      2009, in connection with the OpCo Debtors' obligation to
      conduct a closing audit pursuant to the Nevada Gaming
      Commission Regulations 6.080(6);

  (d) Audits of any entities as a result of sales agreements or
      other changes in control as may be required by state
      gaming regulation agencies;

  (e) Research and consultations with management of the OpCo
      Debtors regarding financial accounting and reporting
      matters;

  (f) Preparation of management letter regarding the OpCo
      Debtors' internal control;

  (g) Consult on the content of the OpCo Debtors' Form 10
      registration statement with respect to the "Reorganized
      OpCo Common Stock"; and

  (h) Perform post audit review procedures.

In addition, under a certain Agreed-Upon Procedures Engagement
Letter, Ernst & Young will provide the OpCo Debtors with agreed-
upon procedures reports to comply with the applicable regulations
of state gaming regulators for the year ended December 31, 2009,
for certain of the OpCo Debtors' subsidiaries and affiliates.

Under the certain Master Tax Agreement and the Statement of Work
for Tax Compliance dated October 29, 2009, Ernst & Young will
perform review procedures of the OpCo Debtors' amended U.S.
federal and state income tax returns for prior tax years, as
requested by the OpCo Debtors.

The Additional Services are necessary to the OpCo Debtors'
fulfillment of their duties under applicable tax and securities
regulations, as promulgated by the state and federal taxing
authorities and the U.S. Securities and Exchange Commission, Lee
E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court.

Mr. Kaufman informs the Court that fees for the Additional
Services will be based on Ernst & Young's hourly rates for those
kind of services.  The firm will also seek reimbursement for
reasonable and necessary expenses incurred in connection with the
Additional Services.  The firm's current applicable hourly rates
for the Additional Services are:

                                   Audit Services  Tax Services
                                   --------------  ------------
    National partner/exec. director     $700          $700
    Partner                             $446          $446
    Executive director                  $404          $404
    Senior manager                      $387          $387
    Manager                             $285          $285
    Senior                              $179          $179
    Staff                               $150          $150
    Senior client serving associate     $119          $119

In a supplemental affidavit, Mark Kercher, a partner at Ernst &
Young, disclosed that his firm has provided in the past, or
currently provides, services to certain entities in matters
unrelated to the Debtors' Chapter 11 cases.  Those entities
include Citibank International, Societe Generale, Tennenbaum, and
UBS AG.

Mr. Kercher added that pursuant to separate engagement letters
directly between Ernst & Young and New LandCo, the firm recently
began providing certain audit and agreed-upon procedures and
services to New LandCo in the ordinary course of New LandCo's
business.  The work includes providing audit services to Armenco
Holdings, LLC, one of the owners of New LandCo.  Those services
do not involve any adversity to the OpCo Debtors; and Ernst &
Young has not accepted, and will not accept, any engagement
adverse to the OpCo Debtors, he assured the Court.

In connection with the LandCo Debtors' emergence from Chapter 11,
Ernst & Young also briefly provided services to Armenco before
the LandCo Effective Date.  That work for Armenco was concluded
as of the end of June 2009, according to Mr. Kercher.

Mr. Kercher assured the Court that his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors -- Adamar
of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Hires Union Gaming to Undertake Market Analysis
--------------------------------------------------------------
Union Gaming Analytics, a wholly owned subsidiary of Union Gaming
Group, LLC, has been retained by Tropicana Entertainment to
perform market analytics in various gaming jurisdictions.

"We are excited to work with the senior leadership at Tropicana
Entertainment," said Bill Lerner, Union Gaming Principal.  "It is
an incredibly important time in the company's evolution as it
looks to restore one of gaming's most iconic brands."

According to Tropicana CEO Scott C. Butera, "We are pleased to be
working with Union Gaming, as they have unique insights into many
of the markets where we do business."

                    About Union Gaming Group

Union Gaming Group, LLC, is an independent research advisory firm
focused on the global gaming marketplace.  The company provides
unique solutions and advisory services to institutional and
corporate clients, as well as government entities.  Union is
headquartered in Las Vegas, Nevada and can be found at:

                  http://www.uniongaminggroup.com

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors -- Adamar
of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TRW AUTOMOTIVE: Fitch Upgrades Issuer Default Rating to 'B'
-----------------------------------------------------------
Fitch Ratings has upgraded TRW's Issuer Default Rating to 'B' from
'B-' and expects to rate the new unsecured exchangeable notes
'CCC/RR6' and taken other rating actions:

TRW Automotive Holdings Corp.

  -- IDR upgraded to 'B' from 'B-'.

TRW Automotive Inc.

  -- IDR upgraded to 'B' from 'B-';

  -- Senior secured revolving credit facility upgraded to 'BB/RR1'
     from 'B+/RR2';

  -- Senior secured term loan A facility upgraded to 'BB/RR1' from
     'B+/RR2';

  -- Senior secured term loan B facility upgraded to 'BB/RR1' from
     'B+/RR2';

  -- Senior unsecured notes upgraded to 'CCC/RR6' from 'CC/RR6';

  -- New senior unsecured exchangeable notes 'CCC/RR6'.

The Rating Outlook remains Stable.  Approximately $2.5 billion of
debt is covered by the ratings.

The upgraded IDR reflects the significant improvement in TRW's
credit profile following its efforts to cut costs, favorable
changes to the outlook for automotive production since Fitch's
downgrade in June of this year, and the subsequent equity offering
that generated proceeds for debt reduction.  Fitch's forecast for
the company now reflects better expectations for EBITDA which
should further reduce leverage.  Fitch notes that the company may
still generate negative free cash flow in 2009 and next year due
to working capital usage; however, TRW's substantial liquidity
remains more than adequate to fund these cash needs.  The ratings
are supported by the company's strong liquidity, a relatively
diverse customer base, a global manufacturing presence, the
company's technology-driven product, including products for
vehicle safety which tend to offer better margins and
opportunities for growth, and a track record of successfully
restructuring before and during the global automotive slump.
Concerns in addition to the projected negative cash flow include
expected declines in European light vehicle sales in 2010 and some
risks to the global economic outlook.  TRW generated 56% of its
2008 revenues in Europe, and Fitch preliminarily forecasts
European industry volumes will decline approximately 6%-10% next
year.

The company's planned issuance of $225 million of senior
exchangeable notes due 2015 may be upsized by $33.75 million; the
new senior exchangeable notes will rank pari passu with the
existing unsecured notes.  The terms of the company's amended
credit facility state that 50% of net proceeds must be used for
reducing the secured term loans.  TRW has indicated that the
balance of net proceeds will be used for general corporate
purposes, which could include additional debt reduction.

This is the second time in recent months that TRW has tapped the
capital markets to reduce secured debt.  In August 2009, the
company had an equity offering, raising $269 million of net
proceeds which were used to reduce debt.  Term Loan A was reduced
by $51 million, Term Loan B was reduced by $36 million and the
balance was to pay down the revolver.  The issuance of the new
unsecured exchangeable notes will further reduce the amount of
secured debt.  Given this change in the capital structure, Fitch
has upgraded the Recovery Rating for the secured bank facility
from 'RR2' to 'RR1'.  RRs reflect Fitch's recovery expectations
under a scenario in which distressed enterprise value is allocated
to the various debt classes.  RRs on the senior secured facilities
(revolving credit facility, Term Loan A, and Term Loan B) were
upgraded one notch to 'RR1', which implies a recovery in the range
of 91%-100%.  The senior unsecured notes were affirmed with an RR
of 'RR6', which implies a recovery in the range of 0%-10%.  With
the challenging environment for the automotive suppliers, Fitch's
analysis indicates that the unsecured debt of almost all of the
auto suppliers Fitch covers falls in the 0%-10% recovery range.

At the end of the third quarter of 2009, TRW had liquidity of
approximately $1.8 billion, which consisted of $474 million in
cash and approximately $1.3 billion available on its revolver.
Fitch believes that TRW's access to the revolver is further
solidified with the reduction of secured debt.  The company is
required to remain in compliance with a net senior secured
leverage ratio through the third quarter of 2011.  Prior to TRW's
recent actions to lower secured debt, Fitch believed that the
company would be able to maintain compliance with the amended
ratios, which came into effect in June 2009.  Now with less
secured debt, Fitch sees additional cushion for the net secured
leverage ratios.

TRW has no near-term debt maturities and the revolver extends
through 2012.  Before accounting for changes to reduce the term
loans, the company's $600 million Term Loan A has required
amortization of $54 million in 2010, $120 million in 2011,
$225 million in 2012 and $150 million in 2013.  TRW's $500 million
Term Loan B also amortizes but at 1% per year until the final
payment in 2014.  Fitch calculates leverage (total debt to
operating EBITDA) for the 12 months ending Oct. 3, 2009 to be 4.0
times which is significantly better than end of the prior quarter
when it peaked at 5.7x.  Fitch projects that the company should
delever to approximately 3.5x or better over the next few
quarters.

At the third quarter of 2009, Blackstone owned approximately 39%
of TRW.


TRW AUTOMOTIVE: S&P Gives Positive Outlook; Affirms 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on TRW Automotive Inc. to positive from stable and affirmed the
ratings, including the 'B' corporate credit rating.  At the same
time, S&P assigned its 'CCC+' issue rating and a recovery rating
of '6' to TRW's exchangeable debt offering.

"The outlook revision reflects S&P's view that the company's
intermediate-term financial prospects could support a higher
rating," said Standard & Poor's credit analyst Nancy Messer.
"TRW's earnings and cash flow for the second and third quarters
were better than S&P's expectations, although S&P still expect the
company to use cash in 2009 and 2010," she continued.  The company
also is benefiting from aggressive fixed-cost reductions, and S&P
believes some portion of the cost reductions will continue to help
cash flow generation, even when auto production increases working
capital requirements in North America and Europe.

S&P now believe there is a one-in-three chance that S&P would
raise the rating on TRW in the year ahead, assuming the company's
cost reductions permanently enhance prospective earnings and cash
flow performance, and auto production gradually recovers.  Still,
the company will remain highly leveraged in the year ahead.  S&P
does not believe TRW will generate positive free cash flow during
2010.

The outlook revision also reflects the company's recently
announced plans to issue at least $225 million in exchangeable
debt, maturing Dec. 1, 2015, with about 50% of the proceeds to be
used to pay down a portion of its term loans.  TRW stated it is
also considering other financings, including the issuance of
senior unsecured notes, a portion of the proceeds of which would
be used to prepay term loans, and that it may also pursue an
amendment to its senior secured credit facilities to extend the
maturities and reduce total availability under the revolving line.
The company had total balance sheet debt of $2.5 billion on
Oct. 2, 2009.

For the nine months ended Oct. 2, 2009, revenues fell 32% year
over year, on lower production volumes and the unfavorable effect
of foreign currency translation.  Still, revenues for the third
quarter were $3.1 billion, down only 13% year over year.  The
company reported EBITDA of $527 million (excluding $74 million in
restructuring costs) for the first nine months of 2009, exceeding
S&P's expectations and mostly reflecting reductions to its fixed-
cost structure to better align it with the lower auto production
in North America.

The company reported third-quarter EBITDA of $292 million,
excluding restructuring costs, a 65% improvement year over year,
and the company achieved an improved 9.4% EBITDA margin from cost-
cutting initiatives.

Our rating on TRW reflects S&P's assumption that a very weak
global market for light vehicles in 2009 and into 2010 will cause
TRW to use significant cash, but the company's liquidity is
adequate to fund this cash use.  S&P believes TRW's cash use
prospects for 2009 have improved from the first half, when the
company used $300 million.  S&P expects TRW's revenue to decline
about 30% in 2009 but rise somewhat in 2010, year over year.  S&P
expects light-vehicle sales to decline about 23% in North America
this year from 2008 levels, to 10.2 million units.  In 2010, S&P
expects North American vehicle sales to increase by 6%, but only
to 10.8 million units (still well below the 2008 level of
13.2 million).

S&P also expects auto registrations in Europe to decline this
year, but by less than in the U.S., partly because of various
national scrappage programs designed to boost sales.  These
schemes are typically followed by a decline in future sales, and
S&P expects registrations in Europe to be lower in 2010 than in
2009.

S&P views TRW's business risk profile as weak, reflecting the
company's narrow market focus as a major Tier 1 supplier to
automakers in the global light-vehicle market.  Although the
company is well-diversified from a customer and geographic
perspective, the current economic downturn demonstrates the
limited benefits of diversity.  S&P believes TRW's No. 1 and No. 2
market positions for most of its products provide evidence of its
high-quality products and service and the company's technological
expertise.  The outlook on TRW is positive, reflecting S&P's
assumption that the company's aggressive restructuring activities
in recent quarters have created some sustainable margin
improvement that should support improving earnings and gradually
reduce cash use in the year ahead as vehicle production begins to
rise with expected improvement in economic growth in the U.S. In
Europe, S&P assumes the company can benefit from improved product
mix despite S&P's expectation that auto production there will
decline slightly (less than 10%) in 2010.

S&P could raise the ratings in the next year if TRW can stem its
cash use and demonstrate that it is able to sustain improved
margins resulting from its recent and ongoing restructuring
actions.  S&P assumes the company could reduce cash use to less
than $100 million if it could achieve EBITDA of at least
$900 million and EBITDA margin of 8% or better for any 12-month
period.

S&P could revise the outlook to stable if S&P believed the
company's use of cash would fail to moderate by the end of 2010 or
if the company appears poised to use more than $300 million in
cash in 2010.


TXCO RESOURCES: Court to Consider Plan Outlines on Dec. 16
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas is set
to consider the adequacy of the Disclosure Statement explaining
the Chapter 11 Plan of TXCO Resources Inc. and its debtor-
affiliates, on Dec. 16, 2009

The Debtors will begin soliciting votes on the Plan after approval
of the adequacy of the information in the Disclosure Statement.

According to the Disclosure Statement, the Debtors have two
separate plans for consideration by the Holders of Allowed Claims
in connection with the payment of Allowed Claims by the Debtors.
The first plan contemplates a sale of substantially all of the
assets of the Debtors to Newfield Exploration Company for
$223 million.  Under the Newfield PSA there are also certain
excluded assets, which will remain with Reorganized TXCO and
managed in order to pay the claims of Holders of Allowed General
Unsecured Claims.  The Debtors also have the opportunity to
consider any unsolicited acquisition proposals to determine if
they would constitute a superior proposal.  The Debtors submit
that the Sale Plan represents the best alternative for holders of
all claims.

Upon confirmation of the Sale Plan, the Debtors anticipate that
the proceeds from the sale to Newfield will allow the Debtors to
pay in full all Allowed Administrative Expense Claims.  The
Debtors also contemplate paying in full, including applicable
interest, charges and reasonable attorneys' fees and expenses as
allowed by the Court at the confirmation hearing, the DIP Loan
Secured Claim, the Revolver Loan Secured Claim and the Term Loan
Secured Claim.

Additionally, the Debtors believe that there will enough funds to
pay most Senior Mineral Lien Claimants in full.  Furthermore, the
Debtors expect that the excluded assets under the Newfield PSA
will provide over time a significant recovery to all General
Unsecured Creditors.  While the Sale Plan does not provide for a
recovery to the holders of Preferred Stock, the Sale Plan has a
mechanism for making distributions to the holders of Preferred
Stock in the event Reorganized TXCO's operations are able to pay
all General Unsecured Creditors in full.

In the event the Court does not confirm the Sale Plan, the Debtors
would propose that the Court consider confirming the alternative
plan.  Under the alternative plan, the Debtors propose converting
some of the debt held by the DIP Lenders and the Term Lenders into
new equity of Reorganized TXCO.  Additionally, the Debtors would
issue new Notes to substantially all the Holders of Allowed
Claims, except for Holders of General Unsecured Claims, who will
receive a cash distribution equal to 5% of their Allowed Claim or
2.5% of the new equity of Reorganized TXCO.  The Debtors submit
that they will only seek confirmation of the Operational Plan in
the event the Court does not confirm the Sale Plan or closing does
not occur as set forth in the Sale Plan.  The Operational Plan
preserves the Debtors' ability to confirm a plan of reorganization
prior to the maturity date of the DIP Loan.

The Operational Plan is premised on the Debtors continuing their
operations and satisfying the Claims of creditors by consensually
converting certain Claims into the equity of Reorganized TXCO,
while providing limited payments to other creditors over time to
conserve the Debtors' cash flow.  The ultimate payment of Claims
will be tied to the Debtors continuing to operate profitably into
the future.

Given the limited amount of time in connection with the Maturity
Date under the DIP Loan, the Debtors will seek to have Creditors
cast simultaneous separate ballots on both the Sale Plan and the
Operational Plan.  If the Debtors obtain the votes necessary to
proceed with the confirmation hearing on the Sale Plan, only the
Sale Plan will be considered at the confirmation hearing.  In the
event the Debtors do not receive the votes required to confirm the
Sale Plan or the Court denies Confirmation of the Sale Plan, the
Debtors will seek to continue the confirmation hearing for a short
period of time and proceed with obtaining confirmation of the
Operational Plan.

There are six general classes of non-subordinated creditors
holding claims against the Debtors: (1) Secured Claims arising
from the DIP Loan; (2) Claims arising from Mineral Liens that are
secured by liens on the Non-Mortgaged Properties; (3) Secured
Claims arising the Revolver Loan; (4) Secured Claims arising from
the Term Loan; (5) Claims arising from Mineral Liens that are
filed against the Mortgaged Properties; and (6) General Unsecured
Claims.

The recovery of unsecured creditors is dependent upon (a) any
value in any Non-Mortgaged Properties above the total amount owed
to the Mineral Lien Claimants on the Non-Mortgaged Properties and
the DIP Loan, (b) any value in the Mortgaged Properties that owed
to the DIP Lenders, Term Lenders, the Revolver Lenders, and (c)
any equity in TXCO.

        Classification and Treatment of Claims and Interests

1. Class 1 Allowed DIP Loan Secured Claim -- the Debtors will
    transfer to the DIP Loan Agent from their cash, the funds
    necessary to satisfy in full the DIP Loan, including any
    accrued interest and charges.  In addition, the Debtors will
    pay fees and reasonable attorney's fees and expenses, as
    agreed upon by the Debtors and the Committee or if there is a
    dispute, the amount as ordered by the Bankruptcy Court at the
    confirmation hearing.  As of the confirmation hearing, the
    Debtors estimate that the amount of the Allowed DIP Loan
    Secured cash will be $32 million.

2. Class 2 Allowed Secured Claims of Mineral Lienholders on Non-
    Mortgaged Properties -- estimated amount owing as of the
    effective date -- $25 million.  The Senior Mineral Lien
    Claimants will be placed into separate classes by lease based
    on the Non-Mortgaged Property to which their Senior Mineral
    Lien has attached.

3. Class 3 Allowed Secured Claims of the Revolver Lenders -- on
    the closing date, the Debtors will transfer to the Revolver
    Loan Agent from their cash, the funds necessary to satisfy in
    full the Revolver Loan, including any accrued interest and
    charges.  In addition, the Debtors will pay fees and
    reasonable attorneys' fees and expenses, as agreed upon by the
    Debtors and the Committee or if there is a dispute, such
    amount as ordered by the Bankruptcy Court at the confirmation
    hearing.  As of the confirmation hearing, the Debtors estimate
    that the amount of the Allowed Secured Claims of the Revolver
    Lenders will be $_______.

4. Class 4 Allowed Secured Claims of the Term Loan Lenders -- on
    the closing date, the Debtors will transfer to the Term Loan
    Agent from their cash, the funds necessary to satisfy in full
    the Term Loan, including any accrued interest and charges.  In
    addition, the Debtors will pay all fees and reasonable
    attorneys' fees and expenses, as agreed upon by the Debtors
    and the Committee or, if there is a dispute, such amount as
    ordered by the Bankruptcy Court at the confirmation hearing.
    As of the confirmation hearing, the Debtors estimate that the
    amount of the Allowed Secured Claims of the Term Loan Lenders
    will be $_______.

5. Class 5 Allowed Secured Claims of the Mineral Lien Holders on
    Mortgaged Properties -- the Debtors prepared a preliminary
    list of the Junior Mineral Lien Claimants that the Debtors
    have tentatively identified as having complied with all
    statutory requirements necessary to perfect a lien.  The total
    estimated amount owing as of the effective date --
    $15 million.

6. Class 6 Allowed Secured Tax Claims -- under the Sale Plan,
    each holder of an Allowed Secured Tax Claim will receive, in
    full satisfaction, settlement, release, and discharge of and
    in exchange for the Allowed Secured Tax Claim, as will have
    been determined by the Debtors or by Reorganized TXCO.  The
    first installment will be made at the end of the first full
    quarter after the effective date.  Each holder of an Allowed
    Secured Tax Claim will retain the liens securing the Claim.
    Each holder of an Allowed Secured Tax Claim will retain the
    liens securing the Claim.  As of the confirmation hearing, the
    Debtors estimate that the amount of Class 6 Allowed Secured
    Tax Claims will be $________.  Class 6 is not impaired under
    the Plan.

7. Class 7 Allowed Priority Claims -- under the Sale Plan, each
    holder of an Allowed Priority Claim will receive, in full
    satisfaction, settlement, release, and discharge of and in
    exchange for the Allowed Priority Claim, as will have been
    determined by the Debtors or by Reorganized TXCO, as
    applicable, either (i) on, or as soon as reasonably
    practicable after, the later of the effective date or the date
    on which the Claim becomes an Allowed Claim, cash equal to the
    due and unpaid portion of the Allowed Priority Claim or (ii)
    the different treatment as to which the holder and the Debtors
    or Reorganized TXCO, as applicable, will have agreed upon in
    writing.  As of the confirmation hearing, the Debtors estimate
    that the amount of unpaid Class 7 Allowed Priority Claims will
    be $_________.  Class 7 is not impaired under the Sale Plan.

8. Class 8 Allowed General Unsecured Claims -- the holders of
    Claims in this class will have two options: (a) the Unsecured
    Creditors Discount Payment Option or (b) issuance of a Trust
    Certificate reflecting a pro rata interest in the Creditor
    Trust.  The Creditor Trust will be issued the Secured Trust
    Promissory Note and one share of Reorganized TXCO common
    stock.  The initial principal amount of the Secured Trust
    Promissory Note will be equal to all General Unsecured Claims
    less the total of General Unsecured Claims satisfied by the
    Unsecured Creditors Discount Payment Option and the Claims
    satisfied under Class 9 as an Allowed Administrative
    Convenience Claim.  The principal amount of the Secured Trust
    Promissory Note will also be reduced by the amount of any
    Disallowed General Unsecured Claims.  The Secured Trust
    Promissory Note will have a maturity date of 5 years.
    Principal and interest payments will be made by Reorganized
    TXCO on a quarterly basis at the end of each quarter with the
    first payment due at the end of the first full quarter
    following the effective date.  Interest will be a fixed rate
    equal to the Applicable Federal Rate on the date the
    Bankruptcy Court enters the confirmation order.  As of the
    confirmation hearing, the Debtors estimate that the amount of
    the Class 8 Allowed General Unsecured Claims will be $_______.
    Class 8 is impaired under the Sale Plan.

9. Class 9 Allowed Administrative Convenience Claims - the Sale
    Plan creates a separate class of Unsecured Creditors designed
    to avoid the inefficiencies associated with distributions to
    numerous creditors holding relatively small claims.  As of the
    Confirmation Hearing, the Debtors estimate that the amount of
    the Administrative Convenience Claims will be $1,000,000.
    Class 9 is impaired under the Sale Plan.

10. Class 10 Intercompany Claims -- any Claims arising prior to
    the petition date against any of the Debtors by another
    Debtor.  The term does not include Claims against any of the
    Debtors by a non-Debtor subsidiary or affiliate of a Debtor,
    which Claims will be treated as General Unsecured Claims.
    Except as to Drilling, those claims will be deemed discharged.

11. Class 11 Preferred Stock -- Holders of Preferred Stock are
    impaired under the Sale Plan.  The Holders of Class 11
    Preferred Stock will receive no Distribution under the Sale
    Plan.  On the effective date, all existing Preferred Stock
    will, without any further action, be cancelled, annulled and
    extinguished and any certificates representing the Preferred
    Stock will become null, void and of no force or effect.
    Holders of Preferred Stock will retain no rights and receive
    no consideration on account thereof. Class 11 is impaired
    under the Sale Plan and is deemed to have rejected the Sale
    Plan.

    If Reorganized TXCO determines that there are sufficient funds
    available for a Distribution to holders of Preferred Stock and
    no bar date has already been established by the Bankruptcy
    Court, the Reorganized TXCO will file a motion asking the
    Bankruptcy Court to establish the Preferred Stock Bar Date.

12. Class 12 common stock -- holders of common stock are impaired
    under the Sale Plan.  The holders of Class 12 common stock
    will receive no Distribution under the Sale Plan.  On the
    effective date, all existing common stock will, without any
    further action, be cancelled, annulled and extinguished and
    any certificates representing the common stock will become
    null, void and of no force or effect.  Holders of common stock
    will retain no rights and receive no consideration on account
    thereof.  Class 12 is impaired under the Sale Plan and is
    deemed to have rejected the Sale Plan.

             Means for Implementation of the Sale Plan

   (i) The Sale Plan contemplates the sale of substantially all of
       the assets of the Debtors, except for the excluded assets,
       to Newfield pursuant to the Newfield PSA, unless there is a
       Superior Proposal. The confirmation order will contain
       specific authority for the Debtors to comply with the terms
       of the Newfield PSA or such other Superior Proposal, if
       applicable.

  (ii) Restructuring Transactions -- On the effective date,
       Reorganized TXCO:

       1. will issue the Secured Trust Promissory Note to the
          Creditor Trust.  The Secured Trust Promissory Note will
          be equal to 100% of the total amount owed as the Net
          Unsecured Creditors Amount.

       2. will issue a total of 2 shares of Reorganized Common
          Stock.  One share of Reorganized TXCO common stock will
          be issued to the president and secretary of Reorganized
          TXCO to be held for the purposes of facilitating the
          liquidation of Reorganized TXCO.

       3. will be merged into a single entity, in accordance with
          applicable non-bankruptcy law and pursuant to the
          amended Governance Documents.  Upon payment in full to
          the Holders of Allowed Claims against Drilling, Drilling
          will be dissolved and the assets of Drilling will become
          the property of Reorganized TXCO.  After the effective
          date, the Reorganized TXCO will be free to act in
          accordance with applicable government laws, including,
          without limitation, sale of assets, mergers,
          dissolution, and name changes.

       4. will file amended Governance Documents with the
          Secretary of State of the State of Texas.

       5. the initial board of directors of Reorganized TXCO will
          consist of 3 directors, the identity of whom will be
          disclosed in the Sale Plan Supplement.  One member will
          be selected by the Debtors, one by the Committee and a
          third member will be selected by the other two members
          of the board of directors as set forth in the
          Reorganized TXCO Shareholder Agreement.

       6. in the Sale Plan Supplement or in the confirmation
          order, as of the effective date, all excluded assets
          will revest in Reorganized TXCO free and clear of all
          Claims, Liens, encumbrances and other Interests except
          to the extent provided in the Sale Plan.

       7. all Interests of the Debtors will be cancelled and
          annulled on the effective date.  Reorganized TXCO will
          issue a total of 2 shares of New common stock.  One
          share of Reorganized TXCO common stock will be issued to
          the president and secretary of Reorganized TXCO to be
          held for the purposes of facilitating the liquidation of
          Reorganized TXCO.  This share will be entitled to vote
          for only one member of the board of directors of
          Reorganized TXCO.

       8. Until the effective date, the Bankruptcy Court will
          retain jurisdiction of the Debtors, their assets and
          operations.

       9. The Sale Plan proposes that on the effective date a
          Creditor Trust will be created which will hold the
          Secured Trust Promissory Note and one share of
          Reorganized TXCO common stock.

A full-text copy of the Disclosure Statement is available for free
at: http://bankrupt.com/misc/TXCoResources_DS.pdf

A full-text copy of the Plan of Reorganization is available for
free at:

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

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


UAL CORP: To Issue $810.3MM in 2009-2 Pass Through Certificates
---------------------------------------------------------------
UAL Corporation filed with the Securities and Exchange Commission
a prospectus supplement relating to $810,337,000 in United Air
Lines, Inc. 2009-2 Pass Through Trusts PASS THROUGH CERTIFICATES,
SERIES 2009-2, to be issued by two separate pass through trusts to
be formed by United Air Lines.  Each certificate will represent an
interest in a pass through trust.  The certificates do not
represent interests in or obligations of United or any of its
affiliates.

                                         Final
                                         Expected
   Pass Through     Face      Interest   Distribution  Price to
   Certificates     Amount    Rate       Date          Public
   ------------     ------    --------   ------------  --------
   Class A      $697,731,000     __%     Jan. 15, 2017   100%
   Class B      $112,606,000     __%     Jan. 15, 2016   100%

The proceeds from the sale of the certificates will initially be
held in escrow.  The pass through trusts will use the escrowed
funds to acquire equipment notes.  The equipment notes will be
issued by United to finance 17 Airbus aircraft and 20 Boeing
aircraft owned by United.  Payments on the equipment notes held in
each pass through trust will be passed through to the
certificateholders of such trust.

Interest on the equipment notes held in the related pass through
trust will be payable on January 15 and July 15 of each year,
beginning on July 15, 2010.  Principal paid on the equipment notes
will be payable on January 15 and July 15 in scheduled years,
beginning on July 15, 2010.

Distributions on the certificates will be subject to certain
subordination provisions as described herein.

Goldman Sachs Bank USA will provide a liquidity facility for each
of the Class A and Class B certificates.  The liquidity facilities
are expected to provide an amount sufficient to pay up to three
semiannual interest payments on the certificates of the related
pass through trust.

The payment obligations of United under the equipment notes will
be fully and unconditionally guaranteed by UAL.  The Class B
certificates will be subject to transfer restrictions.  They may
be sold only to qualified institutional buyers, as defined in Rule
144A under the Securities Act of 1933, as amended, for so long as
they are outstanding.

The underwriters are J.P. Morgan Securities Inc.; Morgan Stanley &
Co. Incorporated; Goldman, Sachs & Co.; Citigroup Global Markets
Inc.; Credit Suisse Securities (USA) LLC and Deutsche Bank
Securities Inc.

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

                http://ResearchArchives.com/t/s?499a

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UAL CORP: Moody's Assigns 'Ba1' Rating on $698 Mil. Notes
---------------------------------------------------------
Moody's Investors Service assigned Ba1 and B1 ratings, to the
about $698 million of Class A and the about $112 million of Class
B Pass Through Certificates, respectively, of the 2009-2 Pass
Through Trusts to be issued by United Air Lines, Inc.  The
transaction documentation provides for the possible issuance of
one additional subordinated tranche of certificates.  The
subordination provisions of the inter-creditor agreement provide
for the payment of interest on the Class B Certificates before
payments of principal on the Class A Certificates.  Amounts due
under the Certificates will, in any event, be subordinated to any
amounts due on either of the Class A or Class B Liquidity
facilities, each of which provides for three consecutive semi-
annual interest payments due the respective Certificate holders.

The Class A Equipment Notes and Class B Equipment Notes issued by
United and acquired with the proceeds of the Certificates will be
the sole assets of the Pass Through Trusts.  The Certificates'
proceeds will fund the refinancing of United's 2000-2 Enhanced
Equipment Trust Certificates maturing in 2011.  UAL Corporation
(Caa1 Corporate Family Rating, negative outlook) will guarantee
United's obligations under the Notes Indentures.

                         Rating Rationale

The ratings of the Certificates consider the credit quality of
United as obligor under the Notes, Moody's opinion of the
collateral protection of the Notes, the credit support provided by
the Liquidity Facilities, and certain structural characteristics
of the Notes such as the cross-collateralization and cross-default
provisions and the protections of Section 1110 of Title 11 of the
United States Code.  The assigned ratings of Ba1 and B1 on the
Class A and Class B tranches, respectively, reflect Moody's
opinion of the ability of the Pass Through Trustees to make timely
payment of interest and the ultimate payment of principal at a
date no later than January 15, 2017 for the A tranche and
January 15, 2016, for the B tranche, each the final expected
distribution dates.  "Same as for United's 2009-1 EETC, Moody's
believes that since the majority of the aircraft types that
comprise this transaction are core to United's mainline operations
and fleet strategy, it is likely that United would affirm its
obligations under the Equipment Notes in the event of its
reorganization," said Moody's Analyst Jonathan Root.
Additionally, the cross-collateralization of the aircraft securing
each note underlying the transaction enhances the potential
recovery for investors in the event of a default by the Pass
Through Trusts of their respective Certificate obligations or of
the rejection of the aircraft by United in the event of a
bankruptcy event and pursuant to the provisions of the Code.

Any combination of future changes in the underlying credit quality
or ratings of United, material unexpected changes in the value of
the aircraft pledged as collateral, and/or changes in the status
or terms of the liquidity facilities or the credit quality of the
liquidity provider could cause Moody's' to change its ratings of
the Certificates.

          General Structure of the Series 2009-2 EETC's

The proceeds of the Certificates will initially be held in escrow
and deposited with the Depositary, JPMorgan Chase Bank, N.A.
(short-term rating of P-1), until the issuance of each of the
thirty-seven equipment notes upon the refinancing of the 2000-2
EETC.  The interest on these funds will be sufficient to pay
accrued interest on the outstanding Certificates during the
Deposit Period.

The collateral pool consists of 37 aircraft: twelve A319-100's,
five A320-100's, three B757-200's, four B757-200ETOPS, three B777-
200's, seven B777-200ER's and three B747-400's.

The Certificates issued to finance the aircraft are not
obligations of, nor are they guaranteed by United.  However, the
amounts payable by United under the Notes will be sufficient to
pay in full all principal and interest on the Certificates when
due.  The Notes will be secured by a perfected security interest
in the aircraft.  It is the opinion of counsel to United that the
Notes will be entitled to benefits under Section 1110 of the U.S.
Bankruptcy Code.  Under Section 1110 of the U.S. Bankruptcy Code,
if United fails to pay its obligations under the Notes, the
collateral trustee has the right to repossess any aircraft which
have been rejected by United.  Scheduled interest payments on the
Certificates will be supported by the respective liquidity
facilities sized to pay up to three respective consecutive semi-
annual interest payments in the event United defaults on its
obligations under the Notes.  The liquidity facility does not
provide for payments of principal due, nor interest on the
Certificate proceeds held in escrow during the Deposit Period.
The provider of each of the liquidity facilities is Goldman Sachs
Bank USA.  The Goldman Sachs Group, Inc. (Moody's short-term
rating of P-1), will guarantee Goldman Sachs Bank USA's
obligations under the Revolving Credit Facilities for each of the
A and B tranches.  The liquidity provider has a priority claim on
proceeds from liquidation of the Equipment Notes and other Trust
collateral ahead of any of the holders of the Certificates and is
also the controlling party following default.

                     Cross-Collateralization

The ratings of the 2009-2 Certificates benefit from the cross-
collateralization of the Notes, a feature which Moody's believes
can enhance recovery in the event of a default.  The structure
provides that, in the event any or all aircraft are sold, any
surplus proceeds are made available to cover shortfalls due under
the Notes related to the sale of any of the other aircraft.
Importantly, all surplus proceeds are retained until maturity of
the Equipment Notes financing or the indentures are cancelled.
All Notes held by the Subordination Agent will be cross-
subordinated such that payments received on the B certificates
will be applied in order of the priorities set out in the
Intercreditor Agreement.

Moody's considers the number of aircraft and the number of
different aircraft models that comprise the collateral pool when
assessing the amount of LTV benefit of a cross-collateralized EETC
structure.  The large number of aircraft and aircraft types in the
transaction result in a meaningful LTV benefit.  That the included
models are integral to United's short- and long-haul routes
support the likelihood of affirmation by United of its obligations
under the related equipment notes, thus minimizing the probability
of the cross-collateralization benefit being called upon by
creditors over the life of the transaction.

The last rating action was on October 5, 2009 when Moody's
assigned a Ba1 rating to United's 2009-1A EETC.

Assignments:

Issuer: United Air Lines, Inc.

  -- Senior Secured Enhanced Equipment Trust, Assigned B1
  -- Senior Secured Enhanced Equipment Trust, Assigned Ba1

United Air Lines, Inc., and its parent UAL Corporation are based
in Chicago, Illinois.  United is one of the largest passenger
airlines in the world.


UNIVERSAL CORPORATION: Moody's Puts 'Ba2' Rating on Notes Offering
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Universal
Corporation's proposed senior notes offering due 2014.  Moody's
also affirmed the company's other long-term ratings including its
corporate family rating at Ba1 with a stable outlook.  Ratings are
subject to Moody's review of final documentation.

Universal's Ba1 corporate family rating is supported by its number
one market share position in the leaf tobacco trading and
processing industry, its well established relationships with large
cigarette companies, and global procurement and processing network
that provides a significant defense to new competitors.  The
ratings will continue to be constrained by the potential for
volatility in operating results due to its commodity-like
business, declining demand for its end use product in developed
countries as well as the risk related to its "contract' operating
model in nearly all of its primary growing regions.  In addition,
Moody's expects the company to maintain strong credit metrics that
would offset the ongoing challenges that it faces as an
intermediary between large cigarette manufacturers and numerous,
small tobacco growers around the world.

These ratings of Universal were assigned:

  -- Senior unsecured notes at Ba2 (LGD 5, 72%)

These ratings of Universal were affirmed (LGD and point estimates
revised):

  -- Corporate family rating at Ba1
  -- Probability of default rating at Ba1
  -- Senior unsecured shelf at (P) Ba2
  -- $320 million medium term notes at Ba2 (LGD 5, 72% revised)

The outlook is stable

The last rating action regarding Universal was on November 15,
2007, when Moody's affirmed the company's long term debt ratings
and revised the outlook to stable from negative.

Headquartered in Richmond, Virginia, Universal Corporation is one
of the world's leading tobacco merchants and processors.  Its
principal products include flue-cured and burley tobaccos, which
are major ingredients in American - blend cigarettes.  Total
revenues were approximately $2.5 billion for the last twelve month
period ending September 2009.


US FARMS: Appoints COO Richard Hogan to Board of Directors
----------------------------------------------------------
US Farms, Inc., on November 10, 2009, appointed Richard Hogan,
Chief Operating Officer of the Company, to the Board of Directors
effective immediately.

Mr. Hogan, 52, began his Nursery career over 30 years ago as
Nursery propagation manager for Ades & Gish Nursery.  Mr. Hogan
has run and built multiple nurseries including a three-year stay
in Saudi Arabia as nursery manager for Riyadh's Diplomatic Quarter
Nursery.  Mr. Hogan was responsible for native seed collection and
consulting for King Fahads park and the kings palace in Riyadh.
He joined US Farms in 2005 as the companies' horticulturist.  Mr.
Hogan handles the day-to-day operations of the nursery facilities
as well as the research and development of all agricultural
operations.  Mr. Hogan maintains a significant background in the
plant mail order business with over 20 years of plant mail order
experience.

The Company has yet to file its Annual Report on Form 10-K for the
period ended December 31, 2008, due to a delay in obtaining and
compiling information required to be included in the Report.  At
September 30, 2008, the Company had $2,524,295 in total assets
against $5,389,569 in total liabilities, resulting in
stockholders' deficit of $2,865,274.

                       About US Farms Inc.

US Farms Inc. (OTC BB: USFI.OB) -- http://www.usfarmsinc.com/--
is a diversified commercial Farming, Nursery and Brokerage company
based in Southern California.  The company's principal operations
are located in Southern California in the Imperial Valley, North
County San Diego and Los Angeles.  US Farms Inc. grows, markets
and distributes horticultural products through a number of wholly
owned subsidiaries which include: American Nursery Exchange Inc.
(ANE); California Management Solutions Inc. (CMS); California
Produce Exchange Inc. (CPE); American Aloe Vera Growers Inc.
(AAVG); Imperial Ethanol Inc. (IE); Sammy's Produce Inc. (SPI); US
Ag Transportation Inc (USAT); US Produce Inc. (USPI); Texas Garlic
& Spice Inc. (TGS); US Trading Group, Inc. (USTG); and World
Garlic & Spice Inc. (WGS).


USA COMMERCIAL: Trust Seeks Sanctions On Contractor
---------------------------------------------------
According to Law360, the trust charged with liquidating USA
Commercial Mortgage Co.'s remaining assets is asking a district
court to institute sanctions, up to and including so-called death
penalty sanctions, against a contractor that collaborated with the
company on four real estate developments.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represent the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, has been employed as Chief Restructuring Officer
for the Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represent the Official Committee of Unsecured Creditors of USA
Commercial Mortgage Company.  Edward M. Burr at Sierra Consulting
Group, LLC, gives financial advice to the Creditors Committee of
USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represent the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., gives
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represent the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at Alvarez
& Marsal, LLC, gives financial advise to the Equity Committee of
USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.


VERMILLION: Lender Quest Diagnostic Plans to Acquire Assets
-----------------------------------------------------------
Kirell Lakhman at genomeweb reports that Quest Diagnostic is
planning a potential cash acquisition of Vermillion.

Quest Diagnostic, Mr. Lakhman notes, provided the company
$1.5 million postpetition financing, secured by a lien on
substantially all of the company's assets.

Mr. Lakman adds the Vermillion is expected to file a plan by
Jan. 24, 2010.

Headquartered in Fremont, California, Vermillion, Inc. --
http://www.vermillion.com/-- engages in the development and
commercialization of diagnostic tests to aid physicians diagnose
and treat results for patients. The Company filed for Chapter 11
on March 30, 2009 (Bankr. D. Del. Case No. 09-11091).  Francis A.
Monaco Jr., Esq., and Mark L. Desgrosseilliers, Esq., at Womble
Carlyle Sandridge & Rie, PLLC, represent the Debtor as counsel.
At September 30, 2008, the Debtor had $7,150,000 in total assets
and $32,015,000 in total liabilities.


VIKING SYSTEMS: Posts $195,877 Net Loss in Q3 2009
--------------------------------------------------
Viking Systems, Inc., reported a net loss of $195,877 for the
quarter ended September 30, 2009, compared with a net loss of
$43,599 for the same period in 2008.  Other income included a
$1,000,000 license fee in the quarter ended September 30, 2008.

For the nine-month periods ended September 30, 2009, and 2008, the
Company incurred net losses of $882,669 and $5,055,726,
respectively.

Sales were $1,995,614 for the three months ended September 30,
2009, and $1,585,826 for the three months ended September 30,
2008, representing an increase of 26%.  For the nine months ended
September 30, 2009, sales increased 16% to $5,149,504 compared
with the same period in the prior year.

Operating loss was $193,316 for the quarter ended September 30,
2009, compared with $1,044,557 for the same period in 2008.  For
the nine month periods ended September 30, 2009, and 2008, the
Company incurred operating losses of $996,863 and $3,947,760,
respectively.  The operating loss before non-cash charges was
$34,418 for the quarter ended September 30, 2009, compared with
$803,047 for the same period in 2008.  For the nine month periods
ended September 30, 2009, and 2008, the Company incurred operating
losses before non-cash charges of $435,654 and $2,595,724,
respectively.

At September 30, 2009, the Company's consolidated balance sheets
showed $2,968,719 in total assets, $2,122,546 in total
liabilities, and $846,173 in total shareholders' equity.

A full-text copy of the Company's consolidated financial
statements for the three months ended September 30, 2009, is
available for free at http://researcharchives.com/t/s?498d

                       Going Concern Doubt

The report dated April 15, 2009, from the Company's independent
registered public accounting firm, Squar, Milner, Peterson,
Miranda & Williamson, LLP, on the Company's financial statements
for the year ended December 31, 2008, included a going concern
explanatory paragraph in which they stated that there was
substantial doubt regarding the Company's ability to continue as a
going concern.  The Company's independent auditors pointed to the
Company's significant operating losses and negative operating cash
flows.

                       About Viking Systems

Viking Systems, Inc. (OTCBB: VKNG.OB) -
http://www.vikingsystems.com/--
is a developer, manufacturer and marketer of visualization
solutions for complex minimally invasive surgery.  The Company
partners with medical device companies and healthcare facilities
to provide surgeons with proprietary visualization systems
enabling minimally invasive surgical procedures, which reduce
patient trauma and recovery time.


VINEYARD NATIONAL: Plan in the Works; Panel May Sue D&Os
--------------------------------------------------------
Vineyard National Bancorp reports that by order dated October 22,
2009, the Bankruptcy Court transferred the authority and standing
to investigate, bring, maintain and settle claims held by the
Company and its estate against its directors, officers and
shareholders to the committee of unsecured creditors and directed
the Company to take no further action in that respect other than
to cooperate with the Committee.

In a separate filing, Vineyard relates a 7-day package has been
filed and the Debtor is working with counsel on the preparation of
a liquidating plan.

                 About Vineyard National Bancorp

Vineyard National Bancorp (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com/-- was the financial holding company,
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association.

Vineyard Bank was closed July 17 by regulators, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with California Bank & Trust, San Diego, California, to
assume all of the deposits of Vineyard Bank, N.A., excluding those
from brokers.

As of March 31, 2009, Vineyard Bank, N.A. had total assets of
$1.9 billion and total deposits of approximately $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase approximately
$1.8 billion of assets.  The FDIC will retain the remaining assets
for later disposition.  California Bank & Trust purchased all
deposits, except about $134 million in brokered deposits, held by
Vineyard Bank, N.A.

Vineyard National Bancorp filed for Chapter 11 on June 21 (Bankr.
C.D. Calif. Case No. 09-26401).


VINEYARD NATIONAL: Unable to File Sept. 2009 Quarterly Report
-------------------------------------------------------------
Vineyard National Bancorp is unable to file its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2009, within the
prescribed time period, without unreasonable effort or expense,
because:

     (i) it has not yet filed its Annual Report on Form 10-K for
         the year ended December 31, 2008, for the reasons
         described in the Notification of Late Filing for the 2008
         Form 10-K filed with the Securities Exchange Commission
         on April 1, 2009;

    (ii) it has not yet filed its Quarterly Report on Form 10-Q
         For the quarter ended March 31, 2009, for the reasons
         described in the Notification of Late Filing for the
         March 2009 Form 10-Q filed with the SEC on May 18, 2009;

   (iii) it has not yet filed its Quarterly Report on Form 10-Q
         for the quarter ended June 30, 2009, for the reasons
         described in the Notification of Late Filing for the June
         2009 Form 10-Q filed with the SEC on August 17, 2009;

    (iv) the Company's independent external auditors were unable
         to complete the year-end audit of the Company's
         consolidated financial statements to enable the
         preparation of unaudited interim financial statements for
         subsequent quarterly periods;

     (v) the Company was notified on October 2, 2009 of the
         resignation of its independent external auditors
         effective as of that date; and

    (vi) the Company lacks the available resources, qualified
         personnel and necessary records needed to complete such
         financial statements and filing of such periodic reports
         with the SEC.

On July 17, 2009, the Office of the Comptroller of the Currency
closed Vineyard Bank, N.A., the Company's wholly owned subsidiary
and principal asset, and appointed the Federal Deposit Insurance
Corporation as a receiver of the Bank.  On the same date, the FDIC
facilitated the acquisition of most of the assets and liabilities
of the Bank by a third party acquirer.

On July 21, 2009, the Company filed a voluntary petition to
liquidate its assets under Chapter 11 of Title 11 of the United
States Code in the United States Bankruptcy Court, Central
District of California, Riverside Division, Case No. 09-26401-RN.
The Company continues to manage its affairs as a debtor-in-
possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code.  No trustee or examiner has been appointed in the Chapter 11
Case.  The Company intends to file a liquidating plan as soon as
practicable.  In the Company's Schedules of Assets and Liabilities
filed in the Chapter 11 Case, the Company reported that, as of the
Petition Date, its total assets were approximately $2.6 million
and its total liabilities were approximately $181.5 million.

Based upon the amount of the Company's assets and liabilities at
the Petition Date, it is believed that the Company's equity
securities will have no value and that any Chapter 11 plan
approved by the court will not include distributions to the
Company's shareholders of cash or property of value.

Since the filing of the Chapter 11 Case, virtually all of the
Company's employees have resigned or been terminated and Bank
records necessary for the completion of the September 2009 Form
10-Q, as well as for the Company's 2008 Form 10-K, its March 2009
Form 10-Q and its June 2009 Form 10-Q, are now under the control
of either the FDIC or the acquirer.  Further, by order dated
October 22, 2009, the Court transferred the authority and standing
to investigate, bring, maintain and settle claims held by the
Company and its estate against its directors, officers and
shareholders to the committee of unsecured creditors and directed
the Company to take no further action in that respect other than
to cooperate with the Committee.

It is unlikely that the Company will be able to complete and file
its 2008 Form 10-K, its March 2009 Form 10-Q, its June 2009 Form
10-Q or its September 2009 Form 10-Q at anytime in the foreseeable
future.  In lieu of filing such periodic reports and financial
statements, the Company intends to file the monthly operating
reports to be submitted to the Office of the United States
Trustee, including the financial information included therein and
disclosures regarding the Plan of Liquidation, as Current Reports
under Form 8-K.

                 About Vineyard National Bancorp

Vineyard National Bancorp (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com/-- was the financial holding company,
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association.

Vineyard Bank was closed July 17 by regulators, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with California Bank & Trust, San Diego, California, to
assume all of the deposits of Vineyard Bank, N.A., excluding those
from brokers.

As of March 31, 2009, Vineyard Bank, N.A. had total assets of
$1.9 billion and total deposits of approximately $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase approximately
$1.8 billion of assets.  The FDIC will retain the remaining assets
for later disposition.  California Bank & Trust purchased all
deposits, except about $134 million in brokered deposits, held by
Vineyard Bank, N.A.

Vineyard National Bancorp filed for Chapter 11 on June 21 (Bankr.
C.D. Calif. Case No. 09-26401).


VISTEON CORP: Gets Nod for $150 Mil. of DIP Financing
-----------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized Visteon Corporation and its
debtor affiliates to obtain up to $150,000,000 in postpetition
financing from Wilmington Trust FSB and certain other lenders, on
a final basis.

The DIP Lenders are granted continuing, valid, binding,
enforceable, non-avoidable, and automatically and properly
perfected postpetition security interest in and liens on:

  (a) all presently owned and acquired assets of Visteon
      Corporation, as borrower, and the Debtor Guarantors of a
      type constituting Collateral;

  (b) currently unencumbered assets of Visteon Corp. and the
      Guarantors;

  (c) the proceeds of any avoidance action brought pursuant to
      Section 549 of the Bankruptcy Code to recover any
      postpetition transfer of collateral; and

  (d) Visteon Corp.'s and the Guarantors' rights under Section
      506(c) of the Bankruptcy Code and related proceeds.

The DIP Agent and the DIP Lenders are also granted, on a final
basis, an allowed superpriority administrative expense claim for
all DIP Loan Obligations.  The DIP Superpriority Claim will be
subordinate only to the Carve Out, and will have priority over
any and all administrative expenses and unsecured claims against
the Debtors or their estates.

Judge Sontchi held that the terms and conditions of the DIP
Facility and the DIP Documents, and the fees paid and to be paid,
are fair, reasonable, and the best available to the Debtors.

As a condition of the entry into the DIP Agreement and the
extension of credit under the DIP Facility, the DIP Lenders
required, and the Debtors agreed, that proceeds of the DIP
Facility will be used in a manner consistent with the terms and
conditions of the DIP Documents and in accordance with the budget
solely for:

  (1) working capital, capital expenditures and other general
      corporate purposes;

  (2) payment of costs of administration of the Debtors' cases;

  (3) payment of prepetition expenses as consented to by the
      Majority DIP Lenders; and

  (4) as otherwise permitted under the DIP Facility.

Copies of the Weekly Budget for the 13-week period ended
February 5, 2010, and the Monthly Budget for the months of
November 2009 to July 2010 are available for free at:

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

The DIP Facility is set to mature through the earlier of May 2010
or the effective date of a plan of reorganization in the Debtors'
cases.  The Debtors have the option to extend the Maturity Date,
with the consent of the Lenders, through August 2010.

                       Objections Overruled

Judge Sontchi overruled objections asserted by Official Committee
of Unsecured Creditors and The Pension Benefit Guaranty
Corporation before the Court entered its ruling.

The Committee specifically objected to DIP Facility for these
reasons:

  1. The pricing of the DIP Facility are excessive;

  2. The DIP Facility improperly expands the scope of the
     Prepetition Term Agent and Prepetition Term Lenders'
     collateral;

  3. The DIP Facility provides the Term Lenders unwarranted
     adequate protection;

  4. The DIP Facility's proposed waiver of statutory right is
     inappropriate;

  5. The condition that the Debtors may only exercise their
     second draw under the DIP Facility, provided that they have
     not file a plan of reorganization to which the Term Lenders
     do not consent, at the time of exercising that option.

The Committee also sought that the Final DIP Order preserves its
investigatory powers, and challenge period as set forth in the
Term Loan Adequate Protection Stipulation.

For its part, the PBGC maintained that it stands with the
Committee against the Debtors' unwarranted and unreasonable
efforts to grant the Prepetition Term Agent and Prepetition Term
Lenders an adequate protection guarantee and additional adequate
protection liens in the unencumbered assets of Visteon
Electronics Corporation.  PBGC asserted that with regard to the
approval of the DIP Facility supported by VEC's assets, it needs
protection against the inequitable possibility that VEC will
provide greater value towards the repayment of DIP Obligations
than what it receives under the DIP Facility.  Thus, PBGC sought
the insertion of language in the proposed order that would
provide a "true-up" mechanism in the event of that overpayment,
and support reimbursement by the granting of an Intercompany
Administrative Claim.

In response to the objections lodged by the Committee and PBGC,
the Debtors averred that they have diligently worked towards
obtaining the best financing option available.  The Debtors
maintained that the DIP Facility represents the best available
terms to satisfy an undisputed liquidity need.

The Debtors further clarified that the DIP Facility provides a
second draw only if they have not file a plan of reorganization
that is in substance unsatisfactory to a majority of the DIP
Lenders.  The Debtors asserted that this provision hardly gives
the DIP Lenders control of the case -- it does not create any
default, nor does it require the Debtors to attain any milestones
in their cases.  The Debtors maintained that the provision simply
assures the DIP Lenders that their cash infusion will not be used
to prosecute a "cramp-up" plan that is not satisfactory to a
majority of the Lenders.

In support of the Debtors' DIP Motion, Wilmington Trust FSB, the
Prepetition Term Agent, also sought the approval of the proposed
lending arrangements.  According to Wilmington Trust, while the
subtext of the current objection is that Visteon did not
negotiate the current proposal with sufficient vigor, the
opposite is true.  The Prepetition Term Lenders vigorously
dispute that a priming facility could offer them adequate
protection.

On the same day of the Final DIP Hearing, the Debtors presented
the Court with a revised version of the DIP Credit Agreement.
The Amendment, among other things, identifies Wilmington Trust
FSB as the Administrative Agent for the DIP Lenders.  Certain
definition of terms were also added.

A full-text copy of the Amended DIP Credit Agreement dated
Nov. 12, 2009, is available for free at:

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

A full-text copy of the Visteon Final DIP Order dated Nov. 12,
2009 is available for free at:

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

                       Terms of DIP Facility

The material provisions of the DIP Financing are:

Borrower:       Visteon Corporation

Guarantors:     All other debtors and debtor-in-possession

DIP Lenders:    Certain members of the Prepetition Term Lenders
                ad hoc steering committee who may agree to
                provide financing, and their successors and
                assigns.

DIP Facility
Agent:          Wilmington Trust Company

DIP Loan
Availability:   The DIP Facility is a secured super priority
                priming senior multi draw term loan facility in
                amount of $150,000,000; with immediate
                availability of at least $75 million upon
                closing and the option to draw an additional
                $75 million in the event additional liquidity is
                needed by the Debtors' business.

                At the Debtors' discretion, the remainder of the
                DIP Facility may be drawn in one additional draw
                at any time before 20 days prior to the
                "Maturity Date."

                If the Debtors determine they do not need
                additional liquidity after the $75 million
                upfront draw, they can forgo the additional
                $75 million draw option and avoid paying the 1%
                unused fee on the additional draw.

Use of Proceeds: Loan proceeds are to be utilized exclusively
                 for:

                 1. working capital for Visteon Corp. in
                    accordance with a prepared budget;

                 2. funding capital expenditures of Visteon in
                    accordance with the Budget; and

                 3. other general corporate purposes in
                    accordance with the Budget.

Interest Rate:  Borrowings under the DIP Facility will be at the
                annual rate equal to the Eurodollar Rate plus
                the Applicable Margin of 6.50% per annum, for
                interest periods of one or three months.  The
                Eurodollar Rate will be subject to a floor of
                3.00% per annum.

Default
Interest:       2.00% per annum above the then applicable rate

Ticking Fee:    1.00% per annum on the unused portion of the DIP
                Facility, payable monthly in arrears.

Commitment Fee:  Visteon Corp. and each Guarantor agrees, jointly
                 and severally, to pay each Lender on the Closing
                 Date a commitment fee equal to 3.00% of its Pro
                 Rata Share of the amount by which the Term Loan
                 Commitment exceeds the initial draw under the
                 DIP Facility.

Maturity Date:   The DIP Credit Agreement will mature on the
                 earliest to occur of:

                 (1) May [__], 2010; so long as no Default or
                     Event of Default has occurred and is
                     continuing at that time.  Visteon Corp.
                     will have the option to extend the Maturity
                     Date to August [___], 2010 without the
                     consent of the Administrative Agent or
                     Lenders;

                 (2) the effective date of Visteon Corp.'s Plan
                     of Reorganization;

                 (3) the date on which Visteon Corp. has
                     consummated, pursuant to Section 363 of the
                     Bankruptcy Code and a final order of the
                     Court, a sale or sales of all or
                     substantially all of its assets; or

                 (4) the date of termination of the Lenders'
                     obligations to make loans or permit
                     existing loans to remain outstanding.

Carve Out:      Refers at any time of determination, (1) allowed
                administrative expenses payable pursuant to 28
                U.S.C. Section 1930, (2) Chapter 7 trustee fees
                of up to $25,000, and (3) allowed and unpaid
                fees and expenses of professionals retained in
                the Debtors' cases and firms retained by the
                Debtors or the Creditors Committee or otherwise
                referred to as "Priority Professional Expenses"
                in an amount not to exceed $15,000,000.

Events of
Default:        Usual and customary events of default for
                facilities of this type, including, but not
                limited to:

                 * Failure to pay interest, principal, or fees
                   when due;

                 * Failure to comply with the DIP Budget within
                   agreed variances;

                 * Conversion of the Debtors' cases to a case
                   under Chapter 7 of the Bankruptcy Code;

                 * The dismissal of the Debtors' cases;

                 * The appointment of a Chapter 11 trustee or an
                   examiner with enlarged powers in the Debtors'
                   cases; or

                 * The U.S. Dollar equivalent market value of
                   Visteon Corp.'s ownership interest in Halla
                   Climate Control closes on the KOSPI below
                   $300M for three consecutive trading days.

Before the Petition Date, the Debtors were parties to credit
agreements: one with Wilmington Trust FSB, as administrative
agent, and certain lenders for a $1.5 billion Term Loan Facility,
dated April 2007, as amended; and another with Ford Motor
Company, as assignee and sole lender, and Bank of New York
Mellon, as administrative agent, for an ABL Credit Agreement
dated August 2006, as amended.

Under the DIP Credit Agreement and pursuant to Section 364(c)(1)
of the Bankruptcy Code, the Debtors propose to grant the DIP
Lenders a superpriority administrative claim with respect to all
DIP Loans subject only to the Carve-Out.  As further security for
the DIP Obligations and pursuant to Section 364(c)(2), (c)(3) and
364(d), the Debtors propose to grant the DIP Lenders:

  (a) a first priority priming lien on all "Term Loan Priority
      Collateral" and certain unencumbered assets;

  (b) a second priority lien on all "ABL Priority Collateral;"

  (c) proceeds of avoidance actions under Section 549 of the
      Bankruptcy Code; and

  (d) the Debtors' right under Section 506(c) of the Bankruptcy
      Code;

with that security being subject only to valid, perfected, and
non-avoidable liens which have priority over the liens securing
the Prepetition Credit Agreements and the Carve Out.

A full-text copy of the 96-page Visteon DIP Credit Agreement is
available for free at:

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

                        About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Gets Court Nod for Cash Use Through Dec. 10
---------------------------------------------------------
Bankruptcy Judge Christopher Sontchi has entered orders allowing
Visteon Corp. to use cash collateral until December 10, 2009.

Judge Carey signed a Second Amended Seventh Supplemental Interim
Order Cash Collateral Order on November 6, 2009.  The proposed
order was submitted by the Debtors on November 5, which was
consented to by the Prepetition ABL Lenders and the Official
Committee of Unsecured Creditors.  The Amended Order specifically
notes that for the avoidance of doubt, the Historical Claims and
Defenses Committee Carve Out will be paid from the Budget and
will not reduce the Professional Fee Carve Out to the extent of
fees and expenses incurred prior to a Carve Out Trigger Notice,
but will be paid from the considered Post-Carve Out Trigger
Notice Professional Fees and will be paid from the Post-Carve Out
Trigger Notice Cap to the extent incurred after a Carve Out
Trigger Notice.

By November 12, 2009, Judge Sontchi entered the Eighth
Supplemental Interim Cash Collateral Order, by which the Debtors
are authorized to:

  (a) use the Cash Collateral generated from the operation of
      their businesses through the collection of accounts
      receivable and proceeds of other Prepetition ABL
      Collateral;

  (b) use the Cash Collateral in the Collateral Accounts;

  (c) use up to $20,000,000 of Cash Collateral in accordance
      with the Currency Contracts Order; and

  (d) use up to $40,000,000 of Cash Collateral for the purposes
      of securing the DIP Letter of Credit Facility.

Under the Eighth Cash Collateral Order, the Debtors are permitted
to use the Cash Collateral through the earlier of:

  (i) December 10, 2009, or a later date to which the
      Prepetition ABL Lenders who hold amounts of the
      Prepetition ABL Obligations sufficient to issue a consent
      pursuant to the ABL Credit Agreement, may consent in
      writing; or

(ii) the date specified as the expiration date in any notice of
      an Event of Default.

As adequate protection of the interests of the Prepetition Term
Lenders, the Debtors grant, on a final basis, continuing valid,
binding, enforceable, non-avoidable and automatically perfected
replacement security interests in and liens on all of their
property and any proceeds of any avoidance action brought
pursuant to Section 549 of the Bankruptcy Code.  The Adequate
Protection Liens will be junior only to the Carve Out and the DIP
Liens.

The final hearing will be held on December 10, 2009, at
10:00 a.m.

A full-text copy of the Second Amended 7th Supplemental Interim
Cash Collateral Order is available for free at:

   http://bankrupt.com/misc/Visteon_2ndAmendedCashColl.pdf

A full-text copy of the 8th Interim Cash Collateral Order is
available for free at:

     http://bankrupt.com/misc/Visteon_8thCashCollOrd.pdf

                        About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Gets Nod to Sell Nissan-Related Assets to HARU
------------------------------------------------------------
Visteon Corp. and its units obtained permission from the
Bankruptcy Court 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 December 31, 2009, January 29,
    2010, February 26, 2010, and March 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

Judge Sontchi has authorized the Debtors to enter into the
Purchase Agreement dated as of October 23, 2009, with Haru
Holdings, LLC.  Judge Sontchi held that the consideration
provided by Haru Holdings under the Purchase Agreement represents
a fair and reasonable price for the Nissan-related Assets.

With respect to the Contracts to be assumed and assigned in
connection with the Asset Sale, Judge Sontchi held that the
Debtors have met all requirements of Section 365(b) of the
Bankruptcy Code.

The Court also authorized the Debtors to enter into the
Accommodation Agreement, which serves to assure Nissan North
America, Inc., of certain protections for the continued supply of
subcomponent parts Nissan needs.  The Accommodation Agreement
includes an Access Agreement and a Transition Services Agreement.

The Debtors presented to the Court a redacted copy of the
Transition Services Agreement, a full-text copy of which is
available for free at:

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

                      Objections Addressed

Before the entry of the Court's ruling, Oracle USA Inc. and
Calsonic Kansei North America reserved all of their rights to
object to any eventual assignment of their contracts by the
Debtors under the Asset Sale.  Oracle related that its agreements
with the Debtors involve the licensing of non-exclusive, patented
software that are non-assignable in the absence of its consent.

Oracle and Calsonic also reserved their rights with respect to
the Asset Purchase Agreement, which provides for the purchaser
and the Debtors to enter into certain ancillary agreements, which
include a Transition Services Agreement and an Accommodation
Agreement, both of which are subject to a Motion to Seal.  Oracle
contended that if the Seal Motion is granted, it will be unable
to review the TSA and potentially, any future version of the
Accommodation Agreement, thereby precluding it from making a
determination as to how or whether its software will be impacted
during the anticipated periods of accommodation and transitional
use.

To address the asserted reservation of rights, the Debtors agreed
to a modified proposed form of order and modified APA.  In this
light, Calsonic subsequently withdrew its reservation of rights
pursuant to an agreement with the Debtors.

In a separate filing, SAP America, Inc., told the Court that it
does not consent to the Debtors' (i) assumption and assignment of
its executory contract, (ii) provision of transitional services
in violation of the License Agreement, and (iii) sublicensing or
other transfer of any of the License Agreement or SAP Propriety
Information.  SAP America asserted that pursuant to the License
Agreement, neither party may, without the other's prior written
consent, assign, delegate, sublicense, pledge, or transfer the
Agreement, or any rights or obligations under the Agreement.

For its part, ABC Technologies Inc., and Salga Plastics Inc.,
filed responses to preserve their right to object to the cure
amount in the event it receives a Cure Notice.  ABC and Salga are
parties to contracts with certain entities of the Debtors.

Subsequently, SAP America, ABC Technologies and Salga Plastics
withdrew their objection.  ABC and Salga was informed by the
Debtors' counsel that no cure notices have been sent to them as
of November 11, 2009.

Under the Sale Order, Judge Sontchi clarified his ruling will not
affect the rights and obligations of SAP America, Oracle USA or
the Debtors under certain agreements.  In addition, no SAP
America or Oracle USA intellectual property will be sublicensed
or transferred to any third-party; it being understood, however,
that the Debtors' rights to provide transition services in
accordance with the License Agreement are preserved.

The Court's ruling specifically provides that no accounts due and
payable between Calsonic Kansei and the Debtors will be purchased
by Haru.

The Court also allowed the Debtors to file under seal Exhibits B,
E, and G to the Nissan-Related Asset Sale Motion.

A full-text copy of the Visteon-Haru Modified APA is available
for free at http://bankrupt.com/misc/Visteon_HaruModifiedAPA.pdf

                        About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VONAGE HOLDINGS: Settles Probe by Attorneys General in 32 States
----------------------------------------------------------------
Vonage Holdings Corp. on November 16, 2009, reached a definitive
agreement to settle an investigation into certain of the Company's
business practices by the attorneys general of certain states.
The settlement will be filed for Court approval where such
approval is required.  There was no finding of any violation or
wrongdoing by the Company, and the 32 states participating in the
settlement have released the Company and its affiliates from the
matters investigated.

In connection with the settlement, the Company agreed to pay an
aggregate of $3.0 million to the participating states, including
to cover legal and investigation fees incurred.  To improve the
customer experience and promote continued customer satisfaction,
the Company also agreed to implement certain enhancements to its
business practices, many of which the Company implemented prior to
completion of the settlement.  The Company also agreed to provide
refunds for certain affected consumers.  The Company previously
made a reserve in the second quarter of 2009 for the amount of the
payment to the states and the customer refunds, and in September
2009, placed into escrow the $3 million payment to the states.

According to The Associated Press, Idaho Attorney General Lawrence
Wasden said his office received complaints from consumers who said
they found it difficult to cancel their service with Vonage amid
pressure from the company to keep their accounts.  The AP also
relates Texas officials said that Vonage also failed to clearly
tell potential customers that they needed to have high-speed
Internet service to use Vonage, which offers cheaper calls by
sending voice data over the Internet just like email and Web
pages.  Officials said those unable to use the service had to pay
cancellation and other fees.  Moreover, Maine's attorney general,
Janet Mills, said Vonage will revise what it discloses regarding
offers of "free" services, money-back guarantees and trial
periods.

AP says other states participating in the settlement are Alabama,
Arizona, Arkansas, Connecticut, Florida, Hawaii, Illinois,
Indiana, Kansas, Kentucky, Louisiana, Michigan, Missouri, Montana,
New Hampshire, New Jersey, New Mexico, North Carolina, North
Dakota, Ohio, Oregon, Pennsylvania, South Carolina, South Dakota,
Tennessee, Vermont, Washington, West Virginia and Wisconsin.

                        3rd Quarter Results

On November 6, 2009, Vonage reported a net loss of $54,555,000 for
the three months ended September 30, 2009, from a net loss of
$7,817,000 for the same period a year ago.  Vonage posted a net
loss of $46,999,000 for the nine months ended September 30, 2009,
from a net loss of $23,660,000 for the same period a year ago.

Operating Revenues were $221,505,000 for the three months ended
September 30, 2009, from $225,770,000 for the same period a year
ago.  Operating Revenues were $665,538,000 for the nine months
ended September 30, 2009, from $677,911,000 for the same period a
year ago.

At September 30, 2009, Vonage had $317,751,000 in total assets
against $419,681,000 in total liabilities, resulting in
stockholders' deficit of $101,930,000.  At December 31, 2008, the
Company had stockholders' deficit of $90,742,000.  The Company's
September 30 balance sheet showed strained liquidity: The Company
had $129,369,000 in total current assets against $152,009,000 in
total current liabilities.

In a news statement, Vonage said as of September 30, 2009, cash
and cash equivalents were $38 million and restricted cash remained
unchanged at $40 million.  Vonage also said that during the
quarter, it took advantage of opportunities to effectively utilize
its cash by prepaying vendors $17 million in exchange for
significant discounts.  This resulted in an operating use of cash
of $9 million.  Under the Company's debt financing terms,
unrestricted cash in excess of $30 million would have become
restricted effective October 1, 2009.

The Company expects to generate positive cash from operations in
the fourth quarter and full year 2009.

On September 28, 2009, the Company announced that it received
notification from the New York Stock Exchange that the Company has
regained compliance with the NYSE's continued listing standard for
minimum average share price.

In addition to regaining compliance with the price listing
standard, the Company continues to follow all NYSE requirements to
regain market capitalization compliance including providing
quarterly operational updates to the NYSE.  The NYSE requires
average market capitalization of not less than $100 million over a
30-day trading period.  The Company's market capitalization was
$274 million on September 30, 2009.  The Company could regain
compliance either at the end of the 18-month plan period available
or based on two consecutive quarterly monitoring periods in
compliance.

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?498e

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?498f

             Amended and Restated Employment Agreement

On November 5, 2009, Vonage entered into an Amended and Restated
Employment Agreement with Marc P. Lefar, its Chief Executive
Officer.  In accordance with the original employment agreement,
Vonage and Mr. Lefar have discussed in good faith the award of
additional equity as a result of a determination that the
financing completed by Vonage in November 2008 was substantially
more dilutive than the transaction contemplated by the financing
commitment letter executed by Vonage in July 2008 prior to Mr.
Lefar joining Vonage.  Vonage made a grant in September of options
to purchase 1,000,000 shares of its common stock and have agreed
to make another grant of options to purchase 1,000,000 shares on
December 1, 2009.  The amended agreement provides the parties will
continue to discuss in good faith the award of additional equity
in connection with the determination.

The amended agreement deletes reference to bonus opportunities for
Mr. Lefar that have expired.  The original agreement also provided
that Mr. Lefar would be provided (i) payment of or reimbursement
for amounts up to a maximum of $600,000 plus the cost of
commercial air travel (i.e., the cost of a first-class, fully
refundable, direct flight booked one week prior to travel), to be
used by Mr. Lefar for private air travel, (ii) payment of or
reimbursement for the cost of housing (i.e., furnished housing,
including utilities) and (iii) gross-up for tax purposes of any
income arising from such expense payments or reimbursements that
are treated as nondeductible taxable income.  Vonage agreed to
extend these benefits to Mr. Lefar for each year during the
duration of the term of the amended agreement.

                    2009 Stockholders' Meeting

The annual meeting of stockholders of Vonage will be held on
December 2, 2009, at 10:00 a.m., local time, at its headquarters
at 23 Main Street, in Holmdel, New Jersey.  At the meeting,
stockholders will be asked to:

   (1) elect three Class III directors for terms to expire at the
       2012 annual meeting of stockholders; and

   (2) ratify the appointment of BDO Seidman, LLP as the Company's
       independent registered public accounting firm for the
       fiscal year ending December 31, 2009.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?4990

                2010 Annual Meeting of Stockholders

Vonage currently expects to hold its 2010 Annual Meeting of
Stockholders in May 2010 in Holmdel, New Jersey.  Because the
expected date of the 2010 Annual Meeting is more than 30 days from
the anniversary of its 2009 Annual Meeting, Vonage set a new
deadline for the receipt of stockholder proposals submitted in
accordance with Rule 14a-8 under the Securities Exchange Act of
1934, as amended, for inclusion in its proxy materials for the
2010 Annual Meeting.  To be considered timely, such proposals must
be received by Vonage's Corporate Secretary no later than
January 15, 2010.  Proposals should be addressed to: Vonage
Holdings Corp., Attn: Corporate Secretary, 23 Main Street,
Holmdel, New Jersey 07733 and must also comply with Rule 14a-8 of
the Exchange Act regarding the inclusion of stockholder proposals
in company-sponsored proxy materials.  Stockholder proposals
failing to comply with the procedures of Rule 14a-8 will be
excluded.

                       About Vonage Holdings

Based in Holmdel, New Jersey, Vonage Holdings Corp. is a
technology company that leverages software to enable high-quality
voice and messaging services across multiple devices and locations
over broadband networks.  Vonage's technology serviced roughly
2.45 million subscriber lines as of September 30, 2009.  While
customers in the United States represented 94% of Vonage's
subscriber lines at September 30, 2009, the Company also serves
customers in Canada and in the United Kingdom.


WESCO AIRCRAFT: Moody's Upgrades Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Wesco
Aircraft Hardware Corp., including the Corporate Family Rating to
B1, Probability of Default Rating to B1, guaranteed senior secured
1st lien bank credit facility to Ba3, as well as the company's
senior secured 2nd lien term loan to B3.  The ratings outlook was
changed to stable from positive.

Wesco's B1 Corporate Family Rating is supported by the continued
strong operating margins and bottom line profitability and the
expectation of positive free cash flow generation.  The rating is
further supported by the company's good liquidity profile with no
near term maturities.  The company's customers, to which it
provides JIT inventory management and the distribution of
fasteners and electromechanical components, include the majority
of aircraft OEM's and their suppliers.  The rating also considers
the company's modest size and the high absolute debt level
compared to revenue.

Wesco's free cash flow generation has been constrained due to
sizeable investments in working capital, primarily inventory, as
the pace of vendor deliveries under long term purchase contracts
exceeded plan and utilization.  The expectation is for positive
free cash flow generation as lower levels of working capital
investment are anticipated going forward.  As the majority of the
company's revenue is driven by the rate of OEM production of
aircraft, any stretch out of production programs negatively
impacts the timing for demand of Wesco's products, leading to a
higher level of inventory held, constraining the generation of
free cash flow.  Moody's believes that near term rate of OEM
production over the first half of calendar year 2010 is expected
to stay relatively unchanged, with any potential softness more
likely to occur in the latter part of the year.  Moody's believes
that Wesco is better positioned now to handle any potential
softness if it were to occur as the company's book to order ratio
has improved and is balanced.

The stable rating outlook reflects Moody's expectation that Wesco
will maintain its good liquidity profile and strong interest
coverage over the medium term supported by expectation for
continued high level of profitability and realization of positive
free cash flow.

These ratings/assessments have been upgraded:

  -- Corporate Family Rating to B1 from B2;

  -- Probability of Default Rating to B1 from B2;

  -- $75 million Gtd. 1st lien Sr. secured revolver due 2012 to
     Ba3 (LGD3, 39%) from B1 (LGD3, 39%);

  -- $538 million Gtd. 1st lien Sr. secured term loan due 2013 to
     Ba3 (LGD3, 39%) from B1 (LGD3, 39%);

  -- $150 million Gtd. Sr. secured 2nd lien term loan due 2014 to
     B3 (LGD5, 88%) from Caa1 (LGD5, 89%);

Wesco Aircraft Hardware Corp., headquartered Valencia, CA, is a
wholly-owned subsidiary of Wesco Holdings Inc.  Wesco is a leading
provider of integrated Just-in-Time inventory management services
focused on distribution of aerospace components to the global
aerospace industry.  Revenue for the last twelve month period
ended 6/30/09 was approximately $630 million.


WHITE BIRCH: Moody's Downgrades Corporate Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of White Birch Paper Company to Ca from Caa1 and the probability
of default rating to D from Caa1.  The company's other existing
debt ratings were also downgraded-refer to the list below.

The rating action reflects the company's recently missed interest
payment, which constitutes an event of default.  Subsequent to the
actions, all ratings of White Birch will be withdrawn.

Downgrades:

Issuer: White Birch Paper Company

  -- Corporate Family Rating, Downgraded to Ca from Caa1

  -- Probability of Default Rating, Downgraded to D from Caa1

  -- First Lien Sr. Sec. Term Loan, Downgraded to Ca (LGD4, 52%)
     from Caa1

  -- Second Lien Sr. Sec. Term Loan, Downgraded to C (LGD5, 83%)
     from Caa2

  -- Sr. Sec. Revolving Credit Facility, Downgraded to Caa3 (LGD2,
     21%) from B1

Moody's last rating action was on September 11, 2007, when White
Birch's corporate family rating was lowered to Caa1 from B2.

White Birch Paper Company, headquartered in Greenwich, CT, is a
producer of newsprint and directory paper in North America.


WHITE ENERGY: Restarts Production at Ethanol Plant
--------------------------------------------------
White Energy Inc. resumed production at its ethanol plant in
Plainview, Texas, which was shut down before the Chapter 11 filing
in May, Bill Rochelle at Bloomberg News reported.

According to the report, White Energy is asking from the
Bankruptcy Court for a third extension of its exclusive period to
file a Chapter 11 plan.  A hearing on the third extension request
is scheduled for Dec. 1.  The Debtor says that it's working with
the lenders and the Official Committee of Unsecured Creditors on a
consensual plan.

White Energy reported $1.9 million net income in September on net
sales of $26.1 million.  While taking advantage of favorable
market conditions, the company also says it's searching the market
for potential buyers and investors, according to the Bloomberg
report.

                        About White Energy

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- owns three ethanol plants.  White
Energy's plants have a combined capacity of producing 240 million
gallons of ethanol a year, making it one of the 10 largest ethanol
producers in the U.S. and the second-largest gluten maker.  Two
plants are in Texas with the third in Kansas.  White spent $323
million building the plants in Texas.

The Company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601).  Michael R.
Lastowski, Esq., at Duane Morris LLP, represents the Debtors in
their restructuring efforts.  The Debtors tapped The Garden City
Group Inc. as claims agent.  On the petition date, White Energy
disclosed assets and debts ranging from $100 million to
$500 million.


WILKES BASHFORD: U.S. Trustee Appoints 5-Member Creditors Panel
---------------------------------------------------------------
Net Dockets said the Office of the United States Trustee appointed
an Official Committee of Unsecured Creditors in the chapter 11
bankruptcy case of The Wilkes Bashford Company.  The Committee
members are:

     -- Brioni Roman Style USA Corp.
     -- Kiton Corporation
     -- Belvest USA, Inc.
     -- Oxxford Clothes XX
     -- Loro Piana USA LLC

Wilkes Bashford filed for Chapter 11 protection on November 9,
2009, before the U.S. Bankruptcy Court for the Northern District
of California in San Francisco.  The Company seeks to sell
substantially all of its assets to Ed Mitchell West, LLC.
According to The San Francisco Chronicle, under the proposed
agreement, the new company would continue to operate the San
Francisco and Palo Alto stores and pay $4.6 million in cash,
pending better offers through a competitive bid process.

Wilkes Bashford owes roughly $7 million in unsecured claims to top
20 creditors, including $2.2 million to Brioni USA Corp., the
Chronicle says, citing court records.  The Debtor wants the sale
to close by Nov. 30 to avoid affecting the holiday shopping
season.  Some 13.5% of the store's annual sales are made in
December, according to court documents.  Mitchell plans to have
"more and fresher" merchandise by Dec. 1, the report notes.

San Francisco Chronicle reports the bankruptcy filing came a
little more than a month after the Company abruptly closed its
satellite stores in Mill Valley and Carmel.  In February, Wilkes
Bashford laid off 18 of 97 employees because of slumping sales.
The Chronicle also says the owner was sued earlier this year for
$391,000 after allegedly failing to pay for shipments of suits,
cardigans and stoles.

The Wilkes Bashford Company -- http://www.wilkesbashford.com/--
is a high-end department store chain.  It was founded in 1966 and
operated its six-story flagship store in Union Square in San
Francisco, California.  Wilkes Bashford stores were also opened in
Mill Valley, Palo Alto, and Carmel, California.


W.R. GRACE: Court Sets Proffer of Closing Arguments for Jan. 4 & 5
------------------------------------------------------------------
Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware schedules to hear closing arguments in
connection with the Second Amended Joint Plan of Reorganization of
interested parties on January 4 and 5, 2010.

The closing arguments are in connection with the Phase II
Confirmation Hearing to consider the First Amended Plan of
Reorganization filed by W.R. Grace & Co., and its debtor-
affiliates, the Official Committee of Asbestos Personal Injury
Claimants and the Official Committee of Equity Security Holders.

The Closing Argument Schedules will be allotted evenly between the
Plan Proponents and the Asbestos PI Future Claimants'
Representative and the objectors to the Plan.

Judge Fitzgerald, in the final round of confirmation hearings,
Will address the objections of:

    (i) parties classified under the Plan as Holders of Indirect
        Personal Injury or Property Damage Trust Claims,
        including insurers as Holders of Indirect PI or PD Trust
        Claims with respect to those Claims;

   (ii) the objections of the Libby Claimants; and

  (iii) any other confirmation objections not addressed and
        resolved in Phase I.

Phase I addressed (i) whether the Plan improperly affects the
rights of Debtors' insurers, (ii) the standing of the Debtors'
insurers to litigate confirmation objections that involve the
insurers' issues; and (iii) the confirmation objections raised on
behalf of and specific to lenders under the Prepetition Credit
Facilities and other Class 9 creditors with respect to impairment.

The weeks prior to the Phase II hearing, parties-in-interest in
the Debtors' bankruptcy cases exchanged requests for production of
documents and deposition of experts and witnesses.  Parties-in-
interest have also filed pre- and post-trial briefs encapsulating
their arguments for and against the proposed Plan.

In early June 2009, BMC Group, Inc., the Debtors' voting and
solicitation agent, reported that holders of more than one-half in
number of holders of claims that are impaired under the Plan and
at least two-thirds in amount of those impaired claims voted to
accept the Plan.

Impaired classes who voted to accept or reject the Plan include
Class 6 Asbestos Personal Injury Claims, Class 7B US Zonolite
Attic Insulation Property Damage Claims, Class 8 Canadian ZAI PD
Claims, and Class 10 Equity Interest in the Parent.  Holders of
Class 7A Asbestos PD Claims are unimpaired but their votes were
solicited for purposes of Section 524(g) of the Bankruptcy Code.
Mr. Martin says the result constitutes at least 75% in number for
classes voting for purposes pursuant to Section 524(g).

More than one-half in number of claimants holding Class 9 General
Unsecured Claims voted to accept the Plan but the provisional vote
did not obtain the requisite two-thirds dollar amount for
acceptance.  Class 9 is unimpaired but their provisional vote was
solicited pursuant to the Plan.

Class 1 Priority Claims, Class 2 Secured Claims, Class 3 Employee
Benefit Claims, Class 4 Workers' Compensation Claims, Class 5
Intercompany Claims, and Class 11 Equity Interest in Debtors other
than the Parent are unimpaired under the Plan.  Holders of the
unimpaired classes of claims were deemed to have accepted the
Plan and were not entitled to vote, and their votes were not
solicited.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Gets Nod to Sell 5% of Advanced Refining Business
-------------------------------------------------------------
Judge Fitzgerald approved the Debtors' sale of 5% of their limited
liability company interests of Advanced Refining Technologies LLC
to Chevron U.S.A., Inc., for a sale price of $4 million.

The Court allowed W.R. Grace & Co. to enter into the Capital Loans
for years 2007, 2008, and 2009, and for each of the years 2010
through and including 2014 without further order of the Court,
provided that if the cumulative amount of Capital Loans for any
single year exceeds $6 million, then the Debtors will seek the
Court's permission to consummate the Capital Loans.

The amounts owed under the Capital Loans will be allowable as
administrative claims pursuant to Section 503(b)(l) of the
Bankruptcy Code, the Court held.

Upon consummation of the Sale, the Buyer will acquire the Sale
Asset free and clear of all liens and encumbrances for purposes of
Section 363(f) of the Bankruptcy Code, and any liens and
encumbrances will attach to the proceeds of the Sale.  The Court
also entitled the Buyer to all the protections afforded by Section
363(m).

Grace owns 55% of the ART's Interests, while Chevron owns 45%.
ART's business and affairs, which have been operating since March
2001 in the ordinary course of business, are governed by the
Limited Liability Company Agreement dated March 1, 2001, between
Grace and Chevron.  Under the LLC Agreement, Grace and Chevron
jointly manage ART, with all actions by the ART Executive
Committee requiring the approval of both Grace and Buyer.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Plan Proponents File Phase II Post-Trial Brief
----------------------------------------------------------
Various parties have filed their post-trial briefs in connection
with the phase two of the confirmation hearings on W.R. Grace &
Co., Inc.'s Second Amended Joint Plan of Reorganization.

-- Plan Proponents

The Plan Proponents -- W.R. Grace & Co., et al., and its debtor-
affiliates, the Official Committee of Asbestos Personal Injury
Claimants and the Official Committee of Equity Security Holders --
filed post-Phase II trial briefs maintaining that the First
Amended Joint Plan of Reorganization is confirmable.

In a 195-page Phase II Post Trial Brief, the Plan Proponents aver
that the Plan is in the best interests of the creditors, even if
(i) future claimants are not included in an analysis of Chapter 7
liquidation liabilities, and (ii) the Plan Proponents hypothesize
that buyers are prepared to purchase Grace assets with no
protection against successor liability and insurers would be
prepared to settle on the same terms without the injunction
protection afforded by Section 524(g) of the Bankruptcy Code.

The Debtors have proven that the value of Grace's assets for
distribution to creditors under the Joint Plan is at least
$2 billion higher than in a hypothetical Chapter 7 liquidation,
and impaired creditors will not receive less under the Plan than
they would receive in a Chapter 7, David M. Bernick, Esq., at
Kirkland & Ellis LLP, in New York, explains.

Mr. Bernick specifies that under the Plan, the General Unsecured
Creditors will receive $1.397 billion.  He also notes that nearly
all traditional property damage claims and Zonolite Attic
Insulation claims have been settled, and all pending and future
asbestos personal injury claims, including Libby claims, have been
resolved for a value of $2.214 billion.

The Plan also specifically (i) addresses the transfer of Asbestos
Insurance Rights and the treatment of Asbestos Insurance
Reimbursement Agreements in a fully appropriate manner, and (ii)
includes the release and exculpation provisions, as well as the
injunctions pursuant to Section 105(a) of the Bankruptcy Code.

Good faith negotiations surrounding the Asbestos PD Claims are
also evident under the Plan, because it provides for the
resolution through settlements or allowance proceedings involving
most PD claims, Mr. Bernick points out.  Moreover, he says, hotly
contested ZAI Claims are now the subject of settlements in both
the U.S. and Canada.  The Plan also incorporates the settlements
with key parties consisting of Sealed Air Corporation and Cryovac,
Inc., and Fresenius Medical Care Holdings, Inc., into the Plan,
which settlements are critical to the Plan's success, according to
Mr. Bernick.

Mr. Bernick also underscores the fact that the Plan gained the
overwhelming support of claimholders, as all impaired classes
voted overwhelmingly in favor of it.

Addressing the objections of certain parties-in-interest,
Mr. Bernick contends that the disagreements over the alleged
unfair treatment under the Plan "are not enough to sustain an
allegation of bad faith, as a plan proponent only needs to show
that the purpose of the proposed plan is to reorganize and that
the plan has a reasonable hope of success."

In particular, the claims of Maryland Casualty Co., the State of
Montana, Burlington Northern & Santa Fe Railroad, Fireman's Fund
Insurance Co., Longacre Master Fund, Seaton Insurance Co. and
OneBeacon America Insurance Co. are Indirect PI Trust Claims that
are properly classified in Class 6 because they are substantially
similar to other Asbestos PI Claims, Mr. Bernick explains.

Similarly, he adds, the Bank Lenders are not entitled to post-
petition interest on account of the General Unsecured Claims
arising from the Prepetition Credit Facilities in amounts in
excess of the rates set forth in the Plan.  Hence, in any event,
there has been absolutely no evidence presented that the Objecting
Parties unfair treatment arguments have any merit, Mr. Bernick
avers.

For these reasons, the Plan Proponents affirm that the Plan is
confirmable over all objections.

A full-text copy of the Phase II Post-Trial Brief is available for
free at http://ResearchArchives.com/t/s?4975

In a separate filing, the Plan Proponents sought leave to
consolidate their Post-Trial Briefs and exceed the single brief
page limitation.  The Plan Proponents also submitted to the Court
a hyperlinked version of their Post-Trial Brief, which was
adjusted to correct certain citations.

-- PDF Alexander Sanders

In a brief filed following the Phase II Plan Confirmation Hearings
held from September 14 to 17, 2009, and continued on October 13
and 14, Alexander M. Sanders, Jr., legal representative for future
asbestos-related property damage claimants and holders of demands,
contends that the Future Claimants with traditional PD claims and
those with ZAI claims -- or property damage claims relating to the
removal of Zonolite Attic Insulation from their homes -- "will be
very well served if the Plan before this Court is confirmed."

Mr. Sanders opines that as for the Future Claimants with
traditional PD Claims, it is rare for so large an asbestos
constituency with substantial claims to virtually "pass-through" a
large Chapter 11 case with the only real effect on their rights
being a requirement to bring their cases in a federal, rather than
state, forum.  "Indeed, the PD FCR believes that future
traditional PD Claimants may indeed be better off now than they
would have been had no Chapter 11 case been filed at all," he
points out.

In addition, Mr. Sanders says, the ZAI settlement under the Plan
"is remarkably generous and will serve to compensate thousands of
persons who would be unlikely to recover anything at all outside
the confines of the current Plan."

Accordingly, Mr. Sanders asserts that:

  -- pursuit of Asbestos PD Demands outside the procedures
     prescribed by the Plan is likely to threaten the Plan's
     purpose to deal equitably with claims and future demands;

  -- it is fair and equitable to have identified each "protected
     party" as defined in the Plan, under the Asbestos PD
     Channeling Injunction with respect to persons that might
     subsequently assert future demands, in light of the
     benefits provided, or to be provided to the PD Trust on
     behalf of those Protected Parties; and

  -- the Asbestos PD Trust will operate through mechanisms that
     provide reasonable assurance that the PD Trust will value,
     and be in a financial position to pay, present Claims and
     future Demands that involve similar claims in substantially
     the same manner.

In this regard, confirming the Plan is in the best interests of
the Future Claimants with traditional PD claims and ZAI Claims,
Mr. Sanders contends.

Subsequently, the PD FCR submitted a hyperlinked version of his
Post-Trial Brief.

  -- Creditors Committee

In a joint post-trial memorandum submitted to Judge Fitzgerald,
the Official Committee of Unsecured Creditors and the Bank Lender
Group, which includes certain lenders under the Prepetition Bank
Credit Facilities, maintain that the Debtors' arguments for not
providing contractual default interest to their Bank Lenders under
the Plan "[are] clever theories without any legal or factual
basis."

W.R. Grace & Co. defaulted on its obligations under the credit
agreements and triggered the default rate of interest, notes the
Creditors' Committee's counsel, Lewis Kruger, Esq., at Stroock
& Stroock & Lavan LLP, in New York.  Therefore, the Plan violates
Sections 1129(a)(1) and 1124 of the Bankruptcy Code by improperly
classifying the claims of the Bank Lenders as "unimpaired," Mr.
Kruger asserts.

In addition, Mr. Kruger complains that the Plan Proponents have
failed to introduce any evidence for purposes of confirming the
Plan that Grace is "insolvent" to justify their efforts to deprive
the Bank Lenders of their contractual default rate of interest,
while simultaneously seeking to retain approximately $1.58 billion
of value for shareholders.

The Bank Lenders have made the administration of the bankruptcy
cases possible because Grace has had the use of the Bank Lenders'
low-interest loans "over the course of the first seven and one-
third years of the [Debtors'] cases, Mr. Kruger tells the Court.
Moreover, no compelling equitable circumstances were identified at
trial by Grace to justify anything less than payment to the Bank
Lenders of their contractual default interest, Mr. Kruger
maintains.

Accordingly, the Creditors' Committee and the Bank Lender Group
ask the Court to deny confirmation of the Plan.

The Bank Lender Group includes (i) Anchorage Advisors, LLC; (ii)
Babson Capital Management LLC; (iii) Bass Companies; (iv) Caspian
Capital Advisors, LLC; (v) Catalyst Investment Management Co.,
LLC; (vi) DE Shaw Laminar Portfolios, LLC; (vii) Farallon Capital
Management, L.L.C., (viii) Halcyon Asset Management LLC; (ix)
Intermarket Corp.; (x) JP Morgan Chase, N.A. Credit Trading Group;
(xi) Loeb Partners Corporation; (xii) MSD Capital, L.P.; (xiii)
Normandy Hill Capital, L.P.; (xiv) Onex Debt Opportunity Fund
Ltd.; (xv) P. Schoenfeld Asset Management, LLC; (xvi) Restoration
Capital Management, LLC; (xvii) Royal Bank of Scotland, PLC, and
(xviii) Visium Asset Management LLC, in under certain credit
agreements in May 1998 and May 1999, as amended in May 2000.

                     Debtors Respond

The Debtors argue that the alleged violation of the Credit
Agreements' reporting requirements does not entitle the Lenders to
contractual default interest.

Similarly, the Debtors' failure to pay principal and interest
under the Credit Agreements during the bankruptcy proceeding does
not entitle the Lenders to contractual default interest, David M.
Bernick, Esq., at Kirkland & Ellis LLP, in New York, maintains.

In order to trigger equitable assessment of default interest in
the Phase II Confirmation Hearings, the Lenders needed to show
solvency.  However, the incremental evidence put before the Court
utterly failed to prove that Grace is solvent, Mr. Bernick
asserts.

Mr. Bernick avers that the default rate set forth in the Plan
satisfies the Bankruptcy Code.  To the extent that the Code
requires any postpetition interest, it, at most, requires that the
interest be paid at the federal judgment rate.  The Default Rate
under the Plan exceeds the federal judgment rate as well as the
contract rate.

"Hence, where both impairment and solvency are very much in doubt,
the Plan rate is the perfect answer," Mr. Bernick tells the Court.

The Official Committee of Asbestos Personal Injury Claimants filed
a joinder in support of the Debtors' arguments.

The Debtors filed a hyperlinked version of their Post-Trial Brief
and reflected corrections to certain citations.

  -- Libby Claimants

Claimants injured by exposure to asbestos from the Debtors'
operations in Lincoln County, Montana, complain that the Trust
Distribution Procedures under the Debtors' First Amended Plan of
Reorganization "discriminates against the Libby Claimants" by:

  * establishing maximum claim values for Disease Levels II and
    III so far below the verdict or settlement levels for those
    claims in Libby that, even if accorded the status of
    "Extraordinary Claims" under the TDP, the claims cannot be
    liquidated for anywhere near their demonstrated tort system
    value;

  * failing to take account of the factors, apart from Disease
    Level, that has led to high verdicts or settlements in
    Libby; and

  * establishing a gauntlet of medically unreasonable criteria
    for Level IV-B or the severe pleural diseases which is
    endemic to Libby, so as to relegate to Individual Review a
    larger portion of Level IV-B Claims than claims in other
    disease categories -- a discrimination exacerbated by the
    highly discretionary nature of Individual Review.

The provisions of the TDP unfairly discriminate against the Libby
Claimants by making it disproportionally difficult or outright
impossible to obtain claim liquidation at tort system value, Adam
G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, reiterates.

The Plan also violates the statutory right of the Libby Claimants
to be classified separately from other claims, Mr. Landis
complains.  Hence, the Plan is improper, and discriminates against
the Libby Claimants, by failing to compensate them for the greater
value of their insurance rights in comparison to those of other
Personal Injury claimants, Mr. Landis argues.

The Plan Proponents have not proven that the Plan satisfies the
"best interests" requirement of Section 1129(a)(7) of the
Bankruptcy Code by failing to offer an opinion as to the estimated
percentage distribution that general unsecured creditors would
receive should the Debtors' Chapter 11 cases be converted to
Chapter 7, Mr. Landis tells Judge Fitzgerald.

The Libby Claimants also submitted a hyperlinked version of their
Post-Trial Brief to reflect corrections to certain citations.

                Plan Proponents Respond

"The question is not whether Libby Claimants are identical to
other claimants medically or in the strength of their claims.
Rather, the issue is whether their being grouped with other
unsecured asbestos tort claimants compromises the integrity of the
voting process -- to which the Libby Claimants presented no
evidence" Philip Bentley, Esq., at Kramer Levin Naftalis & Frankel
LLP, in New York, asserts on behalf of the Plan Proponents.

Mr. Bentley relates that in the course of developing the Grace
TDP, several changes were made to address the concerns of the
Libby Claimants, which were done through:

  -- supplementing the medical criteria to include a diagnostic
     category for a disease not specifically addressed in any
     other bankruptcy plan;

  -- permitting any claimant at a lower level of disease to come
     back later and assert a subsequent claim;

  -- including an additional category of extraordinary claims
     Treatment; and

  -- waiving the significant "occupational exposure
     requirement."

Mr. Bentley adds that contrary to the Libby Claimants' assertion,
the values are set to encourage the greatest number of claimants
to opt for settlement under Expedited Review, to allow for quick
payment, and to conserve the Trust's resources.

  -- Insurers

In separate Phase II Post-Trial Briefs filed with the Court, more
than 10 insurance companies unanimously contend that the Debtors'
Plan should not be confirmed.

OneBeacon America Insurance Company and Seaton Insurance
Company assert that all their claims relating to certain contracts
with the Debtors should be classified as Class 9 General Unsecured
Claims rather than as Class 6 Asbestos Personal Injury Claims.
OneBeacon and Seaton Insurance also complain that the Plan "has
illegal features" that provide for channeling injunctions and
indemnity provisions which adversely and improperly impact other
insurance-related claims and exceed the permissible bounds of
Section 524(g) of the Bankruptcy Code.

Hartford Accident and Indemnity Company, First State Insurance
Company, Twin City Fire Insurance Company, and New England
Reinsurance Corporation complain that while the Plan contains
specific provisions preserving coverage defenses under insurance
policies and other insurance-related agreements, Asbestos
Insurance Reimbursement Agreements, which provide that payment by
the Asbestos Personal Injury Trust of any Asbestos PI Claim will
be deemed to constitute a settlement and payment, are specifically
excluded from those provisions.  "There is no rational explanation
for why Asbestos Insurance Reimbursement Agreements should be
singled out and treated differently than any other type of insurer
contract with respect to the preservation of defenses," the
Hartford Entities contend.

Continental Casualty Company and Transportation Insurance Company,
or the CNA Companies argue that (i) the Asbestos Personal Injury
Trust Distribution Procedures discriminate against Indirect PI
Trust Claims; (ii) the members of the Asbestos PI Trust Advisory
Committee have conflicts of interest that violate the Rules of
Professional Conduct and Delaware trust law; (iii) the Asbestos PI
Channeling Injunction is overly narrow as it applies to Settled
Asbestos Insurance Companies -- or any asbestos insurance entity
that has entered into an Asbestos Insurance Settlement Agreement
prior to the conclusion of the Confirmation Hearing, and (iv) the
Trust is not properly funded.
Zurich Insurance Company and Zurich International filed a joinder
in support of CNA's contentions.

Maryland Casualty Company avers that the Plan, if confirmed, will
create the Asbestos PI Channeling Injunction, which will fully and
permanently protect MCC from and against any and all Asbestos PI
Claims arising from or relating to the Debtors, their products or
their operations.  However, to the extent that the Asbestos PI
Channeling Injunction does not fully and permanently enjoin all
third party claims against MCC, MCC asserts that the Plan
misclassifies MCC's claims and otherwise fails to comply with
confirmation requirements of Section 1129 of the Bankruptcy Code.

Government Employees Insurance Company and Republic Insurance
Company state, among other things, that they oppose the Plan's
provision relating to the Debtors' proposed assignment of their
interests under the GEICO and Republic Policies.

The Federal Insurance Company and Royale Belge SA filed separate
joinders to the briefs of the CNA Companies, GEICO and Republic.

  -- Kaneb Pipe Line, et al.,

Kaneb Pipe Line Operating Partnership, L.P., and Support Terminal
Services, Inc., question the Debtors' First Amended Plan of
Reorganization's provision of discharging defenses, including
recoupment and set-off rights, that exist in state court
litigation -- to which Kaneb is a party -- stemming from
responsibility for Kaneb's non-asbestos environmental problems in
connection with the Otis Pipeline.

The Plan does not meet the requirements of Section 105(a) of the
Bankruptcy Code to grant non-asbestos related injunctions or
releases in favor of non-debtors, especially on Future Claims,
according to the Kaneb Objectors.

In a separate filing, Anderson Memorial Hospital complains that
the Plan Proponents "made no effort to put on evidence that would
quantify the potential scope of those pass-through liabilities, or
to demonstrate that there will be sufficient funds available to
satisfy such liabilities as they arise."  Furthermore, the Plan
Proponents (y) failed to provide sufficiently reliable proof of
committed exit financing which is necessary for the Debtors to
consummate the Plan, and (z) failed to address other potential
threats to the viability of the Plan, Anderson alleges.

"Moving forward with the Plan puts all creditors who are not to be
paid in full on the effective date of the Plan at unreasonable
risk of the Plan's failure," Anderson tells the Court.

These parties also assert that the Debtors' Plan is not
confirmable due to its improper classification of claimants for
recovery and claims distribution purposes, in violation of the
Bankruptcy Code:

  (1) Longacre Master Fund, Ltd., and Longacre Capital Partners
      (QP), L.P.

  (2) Morgan Stanley Senior Funding, Inc.

  (3) The State of Montana

  (4) BNSF Railway Company

"It is clear . . . that Debtors are improperly attempting to use
the Plan classification process to obtain a windfall at the
expense of unsecured creditors," Longacre maintains.

"The Plan's classification scheme amounts to improper
gerrymandering of an impaired class intended to secure a Class 9
affirmative vote," according to Morgan Stanley.

Arrowood Indemnity Company, formerly known as Royal Indemnity
Company, contends that it should be granted an injunction under
Section 524(g) of the Bankruptcy Code pursuant to the terms of an
agreement it entered into with the Debtors to contribute a package
of consideration including a $5.8 million payment to the Asbestos
Personal Injury Trust, to resolve the status of its
indemnification claim and other rights, and the withdrawal of
various objections to the Plan.

Garlock Sealing Technologies, LLC, "a once and future co-
defendant" of Grace's, says that entry of the Asbestos PI
Channeling Injunction, which is a condition of confirmation of the
Plan, "will be unfair and inequitable to Grace's co-defendants."
"Grace must prove that its Plan will treat Grace's co-defendants
fairly and equitably, in the same way the Plan will treat
plaintiffs fairly and equitably," Garlock says.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the s