TCR_Public/091120.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 20, 2009, Vol. 13, No. 321

                            Headlines

ABITIBIBOWATER INC: Looking to Hold Off Payment of Priority Claim
ACCURIDE CORP: Can Solicit Creditor Votes for Plan
ACCURIDE CORP: Posts $100MM Net Loss in Nine Months Ended Sept. 30
ADVANCED MICRO: Donofrio Appointed to Board of Directors
ADVANCED MICRO: Moody's Assigns 'B2' Rating on $500 Mil. Notes

ADVANCED MICRO: To Buy Back Up to $1 Bil. of 5.75% Notes Due 2012
ADVANCED MICRO: To Redeem 7.75% Senior Notes Due 2012
ADVANTAGE RENT-A-CAR: Ex-Owner Hecker Held in Contempt
AGWAY INC: 2nd Cir. Allows Contractual Attorneys' Fees
AMBAC ASSURANCE: S&P Downgrades Corporate Credit Rating to 'SD'

AMERICAN INT'L: Files Report Disclosing Securities Held at Q3
AOL INC: To Slash 1/3 of Workforce to Trim Cost
APPTIS INC: Moody's Junks Probability of Default Rating From 'B3'
ARENA FOOTBALL: Court Approves AF1 as Stalking-Horse Bidder
ASARCO LLC: Grupo Mex Calls Dec. 4 Shareholder Meeting to OK Plan

ASPEN LAND: Obtains Crucial 2-Year Extension for Vested Rights
BANK OF AMERICA: Moody's Upgrades Bank Strength Rating From 'D'
BANK OF GRANITE: Receives Non-Compliance Notice From NASDAQ
BARNEYS NEW YORK: Istithmar Mulls Restructuring; Perella Tapped
BERNARD MADOFF: Carl Shapiro Disagrees with Claim Methodology

CASCADES INC: Moody's Assigns 'Ba3' Rating on US$300 Mil. Notes
CASCADES INC: S&P Assigns 'B+' Ratings on US$300 Mil. Notes
CENTRAL KANSAS CRUDE: Files Chapter 11 in Wichita, Kansas
CERIDIAN CORP: S&P Puts 'B' Corp. Rating on CreditWatch Negative
CHARTER COMMS: Court's Order Confirming Chapter 11 Plan

CHARTER COMMS: Sees Chapter 11 Emergence by November 30
CHARTER COMMS: Must Have Plan Declared Effective by Nov. 27
CHARTER COMMS: Paul Allen Undergoes Has Non-Hodgkin's Lymphoma
CHESTERFIELD VALLEY: Fitch Cuts 2006 Tax Bond Ratings to 'BB'
CINCINNATI BELL: Gabelli Funds Reports 7.30% Equity Stake

CIT GROUP: Carpenter Tenders Resignation, Accepts GMAC CEO Post
CIT GROUP: Long-Dated Sr Noteholders Can Elect Impaired Treatment
CIT GROUP: NYSE to Delist Securities Effective November 30
CITIGROUP INC: Hikes 2009 Pay for CFO and Global Markets Co-Head
CITY OF BIRMINGHAM: Moody's Ups Special Care Bond Ratings to Ba3

CLAIRE'S STORES: Expects to Report 2.6% Drop in Q3 2009 Net Sales
CLARENDON ALUMINA: Moody's Junks Ratings on $200 Mil. Notes
CLUB AT WATERFORD: Misses Deadline, Court Dismisses Ch. 11 Case
COTT CORP: Closes $215 Million 8.375% Senior Note Offering
COUDERT BROTHERS: Statek Appeals Denial Of $85M Claim

DELTA AIR: JAL Investment Won't Affect Moody's 'B2' Rating
DELTA AIR: Moody's Assigns 'Ba2' Rating on $120 Mil. Certs.
DENNY HECKER: Held in Contempt for Failing to Submit Reports
DOLLAR THRIFTY: Closes Sale of 862,500 Shares of Common Stock
DONALD HUGHES: To Restructure Under Chapter 11 Bankruptcy

DREENA MARIE DE SILVA: Case Summary & 20 Largest Unsec. Creditors
DRUG FAIR: Seeks Plan Exclusivity Through March 18
E3 BIOFUELS: To Auction Nebraska Ethanol Plant on December 3
ERICKSON RETIREMENT: Committee Asserts Interest on Deposits
ERICKSON RETIREMENT: Files Joint Plan of Reorganization

ERICKSON RETIREMENT: May Not Need Cash Collateral, Says Panel
ESCADA AG: US Unit in Talks with LK Advisers on Purchase
FAIRPOINT COMMS: Biddeford Wants Stay Relief for Maine Action
FAIRPOINT COMMS: Held Meeting With New Hampshire Nov. 12
FINLAY ENTERPRISES: Wants Plan Filing Extended Until April 2

FINLAY ENTERPRISES: Closes Jewelry Store in North Bibb County
FINOVA GROUP: Files Certificate of Dissolution
FOAMEX INT'L: Asks Court to Dismiss Case to Reduce Wind-Down Cost
FONTAINEBLEAU LV: Subcontractors Unite to Finish Project
FONTAINEBLEAU LV: West Publishing Cancels June 2012 Booking

FORUM HEALTH: State Rep. Hagan Urges Board to Disclose Bids
GEMCRAFT HOMES: Schedules Filing Extended Until Jan. 8, 2010
GEMCRAFT HOMES: Sec. 341 Meeting Set for December 16
GENERAL GROWTH: Has Deals to Restructure Mortgage-Related Debt
GENERAL GROWTH: Simon Looking at Possible Acquisition

GENERAL MOTORS: Cuts Down SAAB U.S. Dealer Contract
GENERAL MOTORS: Won't Contribute to NUMMI Closure Costs
GENERAL MOTORS: Evercore Group Bills $16 Mil. for June-Sept. Work
GPX INTERNATIONAL: Files Schedules of Assets and Liabilities
GRAHAM PACKAGING: Moody's Gives Positive Outlook; Rates Notes

GRAHAM PACKAGING: S&P Assigns 'CCC+' Senior Unsecured Debt Rating
GREEKTOWN CASINO: Marketing Executive Totaro Quits Post
HARRAH'S ENTERTAINMENT: Hilton Letter Alleges ERISA Claims
HARRAH'S ENTERTAINMENT: Posts $1.62 Billion Net Loss for Q3 2009
HAWKER BEECHCRAFT: Moody's Affirms 'Caa2' Corporate Family Rating

HAYES LEMMERZ: Court OKs Pension, Retiree Medical Benefit Deals
HEALTHSOUTH CORP: Offers Cash for 2014 Floating Rate Senior Notes
HEALTHSOUTH CORP: Posts $24.8 Million Net Income for Q3 2009
HEALTHSOUTH CORP: To Sell $290 Mil. of 8.125% Senior Notes
HEXION SPECIALTY: Posts $53 Million Net Income for Q3 2009

IDEARC INC: Paulson Gets Go Signal to Buy Up to 45% Stake
J2 INVESTMENTS: Sec. 341 Meeting Set for December 17
JETBLUE AIRWAYS: Adopts Executive Compensation Clawback Policy
JETBLUE AIRWAYS: Inks Pact Governing Senior Advisor Chew's Service
JONES APPAREL: Moody's Affirms Corporate Family Rating at 'Ba2'

LANDRY'S RESTAURANTS: S&P Assigns 'BB-' Rating on $235.6 Mil. Loan
LATSHAW DRILLING: Can Hire Mark Craige as Bankruptcy Counsel
LATSHAW DRILLING: Christopher Belmonte as Special Counsel Gets OK
LATSHAW DRILLING: Sec. 341 Meeting Set for December 18
LEHMAN BROTHERS: Creditors Back Real Estate Loan Restructuring

LEHMAN BROTHERS: $824 Billion in Claims Filed by Deadline
LYONDELL CHEMICAL: U.S. Trustee Asks Holdback for Professionals
MAGNA ENTERTAINMENT: Gambling Right Dispute Threatens Pimlico Sale
MAGNA ENTERTAINMENT: Plan Exclusivity Extended Until January 31
MAGNA ENTERTAINMENT: Jan. 18 Lone Star Claims Bar Date Set

MAGNA ENTERTAINMENT: Court Approves $3.05MM Sale of Dixon Property
MAGNA ENTERTAINMENT: Judge to Hear Profit-Sharing Deal in January
MANTIFF CHEYENNE: Has New Purchaser for Hitching Post
MAYSLAKE VILLAGE: BoA Foreclosure Prompts Chapter 11 Filing
MCSTAIN ENTERPRISES: Can't Restructure, Asks Court to Dismiss Case

MERISANT WORLDWIDE: Exclusive Solicitation Period Extended
METROMEDIA INT'L: Files Ch. 11 Plan to Address $188M Ruling
METROMEDIA INT'L: Money Hunt Continues; Court to Require Reports
MOONLIGHT BASIN: Voluntary Chapter 11 Case Summary
NATIONAL GOLD: Expects to Come Out of Bankruptcy by March 2010

NATIONAL MERCHANT: Case Summary & 18 Largest Unsecured Creditors
NAVISTAR INT'L: Owner Trust Issues Series 2009-1 Notes
NEENAH PAPER: Moody's Affirms Corporate Family Rating at 'B1'
NORTEL NETWORKS: Nokia Siemens to Bid vs. Ciena for Ethernet Biz
OPUS SOUTH: Six Units Convert Cases to Chapter 7

OPUS SOUTH: Wants Removal Period Extended to March 18
OPUS WEST: Lease Decision Period Moved to February 1
OPUS WEST: Plan Exclusivity Extended to January 2
ORLEANS HOMEBUILDERS: Lender Talks Go On; Delays Quarterly Report
ORTHOFIX INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating

PACIFIC CAPITAL: Moody's Continues Review on 'Caa1' Issuer Rating
PANOLAM HOLDINGS: Combined Hearing on Plan on December 10
PANOLAM HOLDINGS: Filing Won't Affect Huntsville Operation
PARMALAT SPA: Deloitte, Grant Thornton to Settle, Pay $15-Mil.
PEAK FITNESS: Contract Holders Cry Foul on Charges

PENN TRAFFIC: Unable to Secure DIP Financing Facility
PENN TRAFFIC: Case Summary & 30 Largest Unsecured Creditors
PETTERS GROUP: 2 Former Execs Face RICO Suit from Ritchie, Lenders
PROTOSTAR LTD: Disclosure Statement Hearing Moved to December 15
PROVIDENT ROYALTIES: Ch. 11 Trustee Can Sell Assets to Consul

PULSE POINTS: Case Summary & 12 Largest Unsecured Creditors
READER'S DIGEST: Hearing on Contested Plan Outline Today
RESIDENTIAL CAPITAL: CDS Reach 8-Month High on Bankruptcy Talks
SEA LAUNCH: Buccino Managing Director Named Debtor's CRO
SHERMAN ALLEN: Case Summary & 20 Largest Unsecured Creditors

SIMMONS BEDDING: Bankr. Filing Cues Moody's Rating Cut to 'D'
SMURFIT-STONE: Gets Nod for KPMG as Consultant
SMURFIT-STONE: Gets Nod for Second Expansion of E&Y Work
SMURFIT-STONE: Houlihan Charges $400,000 for July-August
SOLOMON DWEK: Franco Challenges Payment of Monthly Allowance

SPRINT NEXTEL: Has Deal to Settle iPCS Litigation
STATION CASINOS: Bondholders Mull Suit Over 2007 Buyout
STERLING CHEMICALS: Moody's Reviews Ratings on Continued Losses
SUNRISE SENIOR: Completes Sale of 21-Community Portfolio
SUNRISE PROPERTIES: Case Summary & 30 Largest Unsec. Creditors

TARRAGON CORP: Incurs $121.1MM Net Loss in 9 Months Ended Sept. 30
TATANKA DEVELOPMENT: Case Summary & 7 Largest Unsecured Creditors
TAYLOR-WHARTON: Files Chapter 11 with Pre-Arranged Plan
TAYLOR-WHARTON: Case Summary & 30 Largest Unsecured Creditors
THE RESIDENCES: Judge Jenneman Dismisses Chapter 11 Case

TOUSA INC: CIT Group Wants Late Claim Allowed
TOUSA INC: Reports on Home Sale Closings for October
TOWERCO FINANCE: Moody's Assigns 'Ba3' Ratings on New Facilities
TRIBUNE CO: Proposes Protocol for Settling Disputed Claims
TRIBUNE CO: Publishing Proposes to Assume Hewlett-Packard Pact

TRIBUNE CO: Seeks Dec. 1 Status Conference on ESOP Transaction
TRONOX INC: Filed Proofs of Claim Against Lehman Brothers
TRONOX INC: Proposes Claims Objection Procedures
TRONOX INC: Proposes to Expand Ernst & Young Work
TRONOX INC: Working on $425 Million Financing to Stop Sale

TRUE TEMPER: Confirmation Hearing Adjourned to Nov. 30
TRW AUTOMOTIVE: Moody's Assigns 'Caa1' Rating on New Senior Notes
TRW AUTOMOTIVE: S&P Assigns 'B-' Rating on $250 Mil. Senior Debt
TUBE CITY: S&P Changes Outlook to Stable; Affirms 'B+' Rating
UNIFI INC: Moody's Changes Outlook to Stable; Keeps 'Caa1' Rating

UNITED SITE: Moody's Cuts Probability of Default Rating to 'Ca/LD'
US CONCRETE: Moody's Junks Corporate Family Rating From 'B2'
UTGR INC: Settlement With Greyhound Owners Approved
VISTEON CORP: Files Rule 2015.3 Report on Non-Debtor Units
VISTEON CORP: Gets Nod for Accommodation Pact With Chrysler

VISTEON CORP: Gets Nod for Chartis Insurance Program
WARNER MUSIC: Board May Hold Meetings by Remote Communication
WELLS FARGO: Moody's Upgrades Preferred Stock Rating to 'Ba1'
WHITEHALL JEWELERS: Court OKs Ch. 11 Plan Filing Until December 23
WOLVERINE TUBE: Reports $7,202,000 Net Loss for October 4 Quarter

W.R. GRACE: Stipulation Settling Allianz's Insurance Coverage
W.R. GRACE: Stipulation Settling Dispute With Edwards Plaintiffs
W.R. GRACE: Stipulation Settling Zurich's Insurance Disputes
YRC WORLDWIDE: Aims $200 Million Cost Reduction by 2011

* Fitch Expects Improvement on 2010 U.S. Commodity Food Outlook
* Fitch Sees Improvement on 2010 U.S. Restaurant Outlook
* Fitch Sees Increased Stability in 2010 for U.S. Retail

* U.S., Chinese in Cross-Border Brokerage Insolvency
* SIPC Seeks Credit Line Increase from Treasury
* Bankruptcies Will Rise Next Year, Weil's Miller Says

* Baker & Hostetler Lands New Bankruptcy Partner
* Every GM Vehicle Sold Costs Taxpayers $12,200, Study Shows

* BOOK REVIEW: Small Business Bankruptcy Reorganization

                            *********

ABITIBIBOWATER INC: Looking to Hold Off Payment of Priority Claim
-----------------------------------------------------------------
Augusta Newsprint Company asks the Bankruptcy Court to allow and
order the immediate payment of its $9.25 million claim for
products delivered to Abitibi Consolidated Sales Corporation in
the 20 days prior to Abitibi's bankruptcy filing.

Abitibi said that while it does not dispute the validity of the
administrative claim, it is objecting to Augusta's request because
the immediate payment of a 503(b)(9) administrative priority claim
is "exceptional relief."  It noted that Augusta failed to provide
any justification for payment of this "substantial" claim in
advance of plan confirmation.

Augusta insists that its request is warranted, noting that (i) the
Debtors previously sought payment of prepetition amounts owing to
Augusta and (ii) Augusta will not have sufficient cash flow if the
claim is not immediately paid.

The outcome of the dispute, which will be heard December 3, could
determine whether other suppliers with similar 503(b)(9)
administrative claims must be paid immediately or later when a
Chapter 11 plan is confirmed.

At a hearing scheduled for November 24, AbitibiBowater Inc. will
be seeking approval from the Bankruptcy Court to sell Abitibi-
Consolidated Corporation's recycling assets, including three
material recovery facilities in Texas, to Waste Management Recycle
America, L.L.C., subject to higher and better bids at an auction.
The Debtors propose a December 8 bid deadline, an auction on
December 14, and a sale hearing on December 16.  Waste
Management's $12.5 million would be the stalking horse bid, if the
Court approves the auction rules.

                     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).


ACCURIDE CORP: Can Solicit Creditor Votes for Plan
--------------------------------------------------
Accuride Corp. negotiated terms of its restructuring plan with
lenders prepetition.  On November 18, Accuride filed with the
Bankruptcy Court the pre-negotiated plan and the explanatory
disclosure statement.

The Court will consider approval of the adequacy of the
Information of the Disclosure Statement at a hearing December 18,
2009, at 11:00 a.m. (EST).  The Debtors can formally begin
soliciting votes on the Plan upon approval of the Disclosure
Statement.  If the Disclosure Statement is approved on schedule,
ballots would be due January 29.

The hearing to consider confirmation of the Plan is tentatively
scheduled for February 10, 2010 at 10:00 AM (EST).

The Plan transfers ownership of the company to its creditors,
extends the maturity and resets the interest rate on about
$300 million of its existing bank loans.

Specifically, the Plan provides that:

   -- Accuride will amend its existing secured credit agreement to
      modify certain financial covenants and extend its maturity
      through June 30, 2013.  Recovery would be 100%.

   -- Accuride's $291 million of subordinated notes will be
      converted into 98,000,000 shares of new stock (98% of the
      stock) of reorganized Accuride.  Recovery would be 42.9%

   -- Unsecured trade creditors will be unimpaired and will be
      paid in full.  Recovery would be 100%.

   -- Holders of preferred equity interests will be paid with a
      $100 liquidation preference in cash.  Recovery would be
      100%.

   -- Accuride's common stock will be cancelled and, if the equity
      holders of equity interests vote to accept the Plan, they
      will receive 2,000,0900 shares (2% of the stock) and
      warrants to purchase an  additional 22,058,824 shares.

   -- The Reorganized Debtors and Accuride Canada Inc., will enter
      into a restructured credit facility in an amount equal to
      $308.2 million.

   -- The reorganized Accuride will complete a $140 million rights
      offering of new senior unsecured convertible notes to
      current noteholders.

A copy of the Plan is available for free at:

      http://bankrupt.com/misc/Accuride_Chapter11Plan.pdf

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

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

                       About Accuride Corp.

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

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

Attorneys at Latham & Watkins LLP serve as bankruptcy counsel.
Young Conaway Stargatt & Taylor, LLP, serves as local counsel.
MorrisAnderson serves as financial advisor.  Zolfo Cooper is
restructuring consultant.  The Garden City Group Inc. is the
claims and notice agent.

Accuride's petition listed assets of $682 million against debt
totaling $847 million.


ACCURIDE CORP: Posts $100MM Net Loss in Nine Months Ended Sept. 30
------------------------------------------------------------------
Accuride Corporation reported a net loss of $33.3 million on
$145.3 million in net sales for three months ended September 30,
2009, compared with a net loss of $201.2 million on $239.5 million
in net sales for three months ended September 30, 2008.

For the nine months ended September 30, 2009, the Company reported
a $100 million net loss and $423.9 million in net sales.  This
compares to a $209 million net loss on $722.6 million in net sales
for nine months ended September 30, 2008.

"Continued turbulence in the U.S. and international markets and
economies and prolonged declines in business and consumer spending
have adversely affect our liquidity and financial condition, and
the liquidity and financial condition of our customers, including
our ability to refinance maturing liabilities and access the
capital markets to meet liquidity needs," the Company said in its
Form 10-Q filed with the Securities and Exchange Commission.

"The heavy- and medium-duty truck and commercial trailer markets
and the related aftermarket are the primary drivers of our sales.
These markets are, in turn, directly influenced by conditions in
the North American truck industry generally and by overall
economic growth and consumer spending.  Accordingly, the current
economic conditions . . . have led to a severe downturn in the
North American truck and vehicle supply industries, which has
resulted in a significant decline in our sales volume.""

Assets total $663.4 million against debts of $835.4 million as of
Sept. 30, 2009.

A copy of the third quarter report on Form 10-Q is available for
free at http://researcharchives.com/t/s?49ce

                    About Accuride Corporation

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

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

Attorneys at Latham & Watkins LLP serve as bankruptcy counsel.
Young Conaway Stargatt & Taylor, LLP, serves as local counsel.
MorrisAnderson serves as financial advisor.  Zolfo Cooper is
restructuring consultant.  The Garden City Group Inc. is the
claims and notice agent.

Accuride's petition listed assets of $682 million against debt
totaling $847 million.


ADVANCED MICRO: Donofrio Appointed to Board of Directors
--------------------------------------------------------
Nicholas M. Donofrio, 64, has been appointed to Advanced Micro
Devices Inc.'s board of directors.  Mr. Donofrio was also
appointed to the Nominating and Corporate Governance Committee of
the Board.

Mr. Donofrio spent 44 years at IBM, starting as a logic and memory
chip designer and rising to lead the company's technology strategy
and innovation.

"Nick is a highly-respected technology and business leader who has
driven some of the industry's most successful and important
technology initiatives during the past four decades," said Bruce
Claflin, chairman, AMD Board of Directors. "He will be a great
addition to our board."

Prior to his retirement from IBM in 2008, Mr. Donofrio was an IBM
fellow and executive vice president of innovation and technology.
His focus on innovation contributed to IBM being awarded the
highest number of patents of any company for 13 consecutive years.
During his career, Mr. Donofrio held a variety of leadership roles
in IBM's server, advanced workstations, personal computing,
manufacturing and semiconductor development divisions.

Mr. Donofrio also serves as a board member for The Bank of New
York Mellon Corporation and Liberty Mutual.  He is on the board of
trustees for the Rensselaer Polytechnic Institute and is co-chair
of the New York Hall of Science Board of Trustees.

Mr. Donofrio holds a bachelor's degree from the Rensselaer
Polytechnic Institute and a master's degree from Syracuse
University.

Mr. Donofrio will receive similar benefits the Company provides to
non-employee independent directors.  On November 16, 2009, Mr.
Donofrio was granted 50,000 restricted stock units, which will
vest in equal installments on the anniversary of the date of grant
over three years.

                   About Advanced Micro Devices

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

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

                           *     *     *

As reported by the Troubled Company Reporter on November 18, 2009,
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 TCR said November 17, 2009, that Standard & Poor's Ratings
Services raised its corporate credit and all issue-level ratings
on Advanced Micro Devices to 'B-' from 'CCC+'.  The '4' recovery
rating on the company's senior unsecured debt issues, indicating
S&P's expectations for average (30%-50%) recovery in the event of
a payment default, are unchanged.


ADVANCED MICRO: Moody's Assigns 'B2' Rating on $500 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Advanced Micro
Devices' proposed $500 million senior unsecured notes.  The
outlook is positive.

Proceeds, along with existing cash, will be used to redeem all of
the company's $390 million, 7.75% senior unsecured notes due 2012
and tender for its 5.75% convertible senior notes due 2012.

The B2 rating reflects a recent upgrade on November 16, 2009, when
Moody's raised AMD's corporate family rating to B2 from B3 and
assigned a positive outlook.  The action was prompted by the
company's legal settlement with Intel.  As part of the agreement,
Intel will pay $1.25 billion to AMD within thirty days.  This will
provide a significant boost to AMD's liquidity and allow the
company to delever its currently over levered capital structure.

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 assigned include:

  -- $500 million senior unsecured notes due November 2017 at B2

The last rating action for AMD was on November 16, 2009, when
Moody's raised the company's corporate family rating to B2 from B3
and assigned a positive outlook following the company's legal
settlement with Intel.

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.


ADVANCED MICRO: To Buy Back Up to $1 Bil. of 5.75% Notes Due 2012
-----------------------------------------------------------------
Advanced Micro Devices, Inc., filed a Tender Offer Statement on
Schedule TO with the United States Securities and Exchange
Commission in connection with AMD's offer to purchase for cash --
on the terms and subject to the conditions set forth in an Offer
to Purchase, dated November 18, 2009, and related Letter of
Transmittal -- on a pro rata basis, up to $1,000,000,000 aggregate
principal amount of AMD's outstanding 5.75% Convertible Senior
Notes due 2012.

Subject to the terms and conditions of the Offer, Holders who
validly tender, and do not validly withdraw, their Notes at or
prior to 12:00 midnight, New York City time, on the Expiration
Date, will receive $990 for each $1,000 principal amount of Notes
purchased pursuant to the Offer, plus accrued and unpaid interest
up to, but not including, the date of payment for the Notes
accepted for payment.

The Offer is subject to the satisfaction of certain conditions,
including the closing of the private offering of $500,000,000
aggregate principal amount of senior notes, the Company's receipt
of cash payment in the amount of $1.25 billion from Intel
Corporation pursuant to a settlement agreement between the parties
dated as of November 11, 2009, and the satisfaction of the other
conditions to the Offer set forth.

On Wednesday, AMD announced it intends to commence an offering,
subject to market and other conditions, of $500 million aggregate
principal amount of senior notes in a private offering.  AMD
intends to use the proceeds, along with existing cash, to purchase
its 5.75% Convertible Senior Notes due 2012 validly tendered
pursuant to the company's tender offer for such notes.  Net
proceeds not used in the tender offer, if any, will be used for
general corporate purposes.

The new senior notes have not been registered under the Securities
Act of 1933, as amended, or applicable state securities laws, and
will be offered only to qualified institutional buyers in reliance
on Rule 144A and in offshore transactions pursuant to Regulation S
under the Securities Act of 1933, as amended. Unless so
registered, the new senior notes may not be offered or sold in the
United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.

The Schedule TO and the Offer to Purchase are intended to satisfy
the filing and disclosure requirements of Rules 13e-4(c)(2) and
13e-4(d)(1) under the Securities Exchange Act of 1934, as amended.

As of November 13, 2009, there was $1.485 billion aggregate
principal amount of Notes outstanding.  The Notes are convertible
into shares of the Company's common stock, $0.01 par value per
share, at the Holder's option, at a conversion rate (subject to
adjustment) of 49.6771 shares of common stock per $1,000 in
principal amount of Notes.  This represents a conversion price per
share of $20.13.  The Indenture provides that the Notes are
convertible at any time prior to the close of business on the
business day immediately preceding August 15, 2012.

The Notes are not listed on any national securities exchange.
There is no established public reporting or trading system for the
Notes, and trading in the Notes has been limited.

The Company's common stock is listed on The New York Stock
Exchange under the symbol "AMD."  On November 13, 2009, the
closing price of the Company's common stock as reported on the
NYSE was $6.53 per share.

AMD has retained J.P. Morgan Securities Inc. and Citadel
Securities LLC to act as Dealer Managers for the tender offer.
Questions regarding the tender offer may be directed to J.P.
Morgan Securities Inc. at (800) 261-5767 (toll-free) or Citadel
Securities LLC at (877) 660-1735 (toll-free).  Requests for the
Offer to Purchase and other documents relating to the tender offer
may be directed to MacKenzie Partners, Inc., the Information Agent
in connection with the tender offer, at (212) 929-5500 (collect)
or (800) 322-2885 (toll-free).

A full-text copy of the Offer to Purchase is available at no
charge at http://ResearchArchives.com/t/s?49c9

                   About Advanced Micro Devices

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

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

                           *     *     *

As reported by the Troubled Company Reporter on November 18, 2009,
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 TCR said November 17, 2009, that Standard & Poor's Ratings
Services raised its corporate credit and all issue-level ratings
on Advanced Micro Devices to 'B-' from 'CCC+'.  The '4' recovery
rating on the company's senior unsecured debt issues, indicating
S&P's expectations for average (30%-50%) recovery in the event of
a payment default, are unchanged.


ADVANCED MICRO: To Redeem 7.75% Senior Notes Due 2012
-----------------------------------------------------
Advanced Micro Devices Inc. has notified holders of its 7.75%
Senior Notes Due 2012 that on December 18, 2009, the Company will
redeem all outstanding principal amount of the Notes at a
redemption price of 101.938% of the principal amount outstanding
plus accrued and unpaid interest, if any, on that principal amount
to, but excluding, the redemption date.

The 7.75% Notes are governed by an Indenture dated October 29,
2004, between the Company and Wells Fargo Bank, National
Association, as Trustee.  The outstanding principal amount of the
Notes as of November 18, 2009, is $390 million.

Questions regarding the redemption should be directed to Wells
Fargo Bank, at Wells Fargo Bank, National Association, Corporate
Trust Services, 707 Wilshire Boulevard, 17th Floor, Los Angeles,
CA 90017.

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

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

                           *     *     *

As reported by the Troubled Company Reporter on November 18, 2009,
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 TCR said November 17, 2009, that Standard & Poor's Ratings
Services raised its corporate credit and all issue-level ratings
on Advanced Micro Devices to 'B-' from 'CCC+'.  The '4' recovery
rating on the company's senior unsecured debt issues, indicating
S&P's expectations for average (30%-50%) recovery in the event of
a payment default, are unchanged.


ADVANTAGE RENT-A-CAR: Ex-Owner Hecker Held in Contempt
------------------------------------------------------
Judge Robert Kressel held Denny Hecker -- the owner of bankrupt
Advantage Rent A Car chain which filed in December and who himself
filed for bankruptcy in June -- in contempt of court Wednesday for
failing to turn over his financial records in a timely manner.

Dee DePass at Star Tribune in Minneapolis-St. Paul reports the
Court told Mr. Hecker to $660 in attorneys fees and gave him until
noon Monday to produce the documents requested months ago by
bankruptcy trustee Randy Seaver.  The documents include bank
records, wire transfers, tax records, documentation of cash and
gifts to girlfriend Christi Rowan, lodging, travel and other
expense documents, utility bills for two of Hecker's mansions, and
accounting ledgers for Hecker's Northstate Financial Corp., New
Dimension Advisors and Inver Grove Investments, according to Star
Tribune.

According to Star Tribune, Bill Skolnick, Esq., who represents Mr.
Hecker, said the delay was due to the sheer volume of documents
requested and the cost associated with copying records plus at
least 30,000 e-mails.  Mr. Skolnick said he offered to return
Hecker's attorneys fees so that he would have the money to pay for
copying.  He also told Judge Kressel he was doing his best,
considering that he and Mr. Hecker are dealing with a complicated
bankruptcy case, Mr. Hecker's divorce and 12 other lawsuits.

"The order is the order, and you have to comply with it and should
have," Mr. Kressel responded, the Star Tribune relates. "Standing
there now saying it's complicated is not much of an excuse."

Ms. DePass says of particular issue was a disk of internal e-mails
that Mr. Hecker's former executive assistant, Cindy Bowser,
secretly copied and gave to Mr. Hecker's creditor Chrysler
Financial Corp.  According to Mr. Skolnick, the data was stolen,
and it contained information protected by attorney-client
privilege and that it should be returned.

Mr. Hecker held $767 million in debt when he filed for bankruptcy.

                  About Advantage Rent A Car

Advantage Rent A Car -- http://www.advantage.com-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations.  It is privately held by Denny Hecker Family
Ventures, with headquarter operations in Minneapolis.  Advantage
serves travel and leisure, lifestyle, business, government and
insurance replacement rentals.  The Hecker group of companies
include automobile dealerships, leasing, daily automobile and
motorcycle rental, commercial, and residential real estate
development, aviation, hospitality, and technology.

As reported by the Troubled Company Reporter on Dec. 10, 2008,
Advantage Rent A Car filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Minnesota.

On April 14, 2009, the TCR said Hertz Global Holdings, Inc.,
completed its $33 million acquisition of Advantage Rent A Car's
assets.


AGWAY INC: 2nd Cir. Allows Contractual Attorneys' Fees
------------------------------------------------------
WestLaw reports that an unsecured claim for postpetition attorneys
fees, authorized by a valid prepetition contract, is allowable
under Sec. 502(b) of the Bankruptcy Code and is deemed to have
arisen prepetition, the Second Circuit Court of Appeals has ruled,
recognizing a split of authority on the issue.  The court noted
that it allowed such claims in a case that was decided under the
former Bankruptcy Act, In re United Merchants and Mfrs., Inc., 674
F.2d 134 (2d Cir. 1982), and it concluded that United Merchants
survived statutory revisions and the Supreme Court's decision in
Travelers Cas. and Sur. Co. of America v. Pacific Gas and Elec.
Co., 549 U.S. 443, 127 S.Ct. 1199, 167 L.Ed.2d 178 (2007).  In
addition, the Court of Appeals held that Sec. 506(b) does not
implicate unsecured claims for postpetition attorneys fees and
therefore interposes no bar to recovery.  Ogle v. Fidelity &
Deposit Co. of Maryland, --- F.3d ----, 2009 WL 3645651, slip op.
http://is.gd/4YNVu(2nd Cir.)

Fidelity & Deposit Co. of Maryland provided surety bonds to Agway,
Inc.'s insurers and thereafter incurred postpetition attorneys
fees in litigation to enforce its prepetition indemnity agreement
with Agway.  Fidelity filed a claim for its legal fees.  D. Clark
Ogle , the Liquidating Trustee of the Agway Liquidating Trust,
objected to Fidelity's claim, conceding that creditor had a right
to the fees under state contract law, but arguing that the
Bankruptcy Code barred such recovery.  Judge Gerling in the United
States Bankruptcy Court for the Northern District of New York
ruled that Fidelity could collect $884,506.28 in postpetition
attorneys fees.  Mr. Ogle appealed, and Judge Sharpe in the
District Court affirmed the Bankruptcy Court's decision.  Taking a
third bite of the proverbial apple, Mr. Ogle appealed to the U.S.
Court of Appeals for the Second Circuit, and the Second Circuit
again upheld the Bankruptcy Court's decision, holding that (1)
under the Bankruptcy Code, an unsecured creditor is entitled to
recover postpetition attorneys fees that were authorized by an
otherwise enforceable prepetition contract of indemnity but were
contingent on postpetition events, and (2) the section of the Code
providing that interest on a claim, as well as any reasonable
fees, costs, or charges provided for under the agreement or state
statute under which such claim arose, may be recovered if the
creditor is oversecured, does not expressly disallow an unsecured
creditor's contractual claims for attorneys fees.

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


AMBAC ASSURANCE: S&P Downgrades Corporate Credit Rating to 'SD'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial enhancement ratings on Ambac
Assurance Corp. to 'SD' (selective default) from 'CC'.

"These rating actions are based on S&P's criteria for distressed
exchanges, not due to unexpected business developments," said
Standard & Poor's credit analyst David Veno.

S&P also placed the 'CC' financial strength rating on Ambac on
CreditWatch with positive implications to reflect the likelihood
that we'll raise the rating as a result of the commutations.

This action follows Ambac's announcement that it has commuted four
collateralized debt obligation of asset-backed securities (CDO of
ABS) exposures from multiple counterparties.  The transactions,
which have an aggregate of approximately $5 billion of notional
outstanding, were settled for cash payments of approximately
$520 million.

In S&P's view, the likely losses under these exposures would have
been significantly higher than the cash settlement amount.
Further, it is likely that without the commutations, Ambac would
have reported a negative statutory surplus for the quarter ended
Sept. 30, 2009.  As a result of the exchanges, the company avoided
a potential regulatory action and improved reported statutory
surplus to $856 million as of Sept. 30, 2009.

The positive CreditWatch on the financial strength rating
indicates that S&P is likely to raise the rating in the near
future to reflect the positive impact of the commutations on the
balance sheet.  S&P expects to complete its review in a relatively
short period of time and the ratings, if raised, will most likely
be in the 'CCC' category.


AMERICAN INT'L: Files Report Disclosing Securities Held at Q3
-------------------------------------------------------------
American International Group, Inc., filed an Institutional
Investment Manager report on Form 13F with the Securities and
Exchange Commission disclosing securities held for the third
quarter ended September 30, 2009.

A full-text copy of the Form 13F is available at no charge at:

                http://ResearchArchives.com/t/s?49b3

                             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.


AOL INC: To Slash 1/3 of Workforce to Trim Cost
-----------------------------------------------
AOL Inc. on November 19, 2009, informed its employees of proposed
restructuring activities as part of its continuing cost reduction
initiatives aimed at aligning the Company's organizational
structure and costs with its strategy.

The Restructuring is conditioned upon the successful completion of
the Company's spin-off from Time Warner Inc., as well as the
approval of the Company's new Board of Directors that will begin
service in connection with the Spin-off.

It is anticipated that, if approved, the Restructuring will
include the reduction of approximately a third of the Company's
current employee base, which will be conducted on a voluntary and
involuntary basis.  The goal of the Restructuring is to reduce
ongoing annual operating costs by approximately $300 million.  If
the Restructuring is approved, the Company expects to incur
restructuring charges of up to $200 million, substantially all of
which is expected to be incurred from the date of the Spin-off
through the first half of 2010.

The New York Times report that Tim Armstrong, who became AOL's
chairman and chief executive in March after a successful and
lucrative stint at Google, told employees in an e-mail message
that he would not accept a bonus this year.  In the message, he
wrote, "as a member of our team and the person who takes
accountability for the results of the company, I am making the
decision to forgo my 2009 bonus. That decision is a personal one
and is not a sign for the future payout of the overall bonus plan
for employees."

Mr. Armstrong, 38, was guaranteed a bonus of at least $1.5 million
this year, the New York Times says, citing a separate regulatory
filing.  His minimum base salary, according to his employment
contract, is $1 million.

The New York Times notes that at its height, AOL had more than
20,000 employees in 2004.  It currently has about 6,900 and after
the latest round of layoffs will be left with about 4,400 workers,
making it roughly a fifth of the size it once was.

AOL Inc. -- http://www.aol.com/-- is a global Web services
company with an extensive suite of brands and offerings and a
substantial worldwide audience. AOL's business spans online
content, products and services that the company offers to
consumers, publishers and advertisers.  In addition, AOL operates
one of the largest Internet subscription access services in the
United States, which serves as distribution channel for AOL's
consumer offerings.  AOL LLC is a wholly owned subsidiary of Time
Warner Inc.


APPTIS INC: Moody's Junks Probability of Default Rating From 'B3'
-----------------------------------------------------------------
Moody's Investors Service has lowered the probability of default
and corporate family rating of Apptis, Inc., to Caa1 from B3, and
confirmed the existing B1 senior secured debt ratings.  The rating
outlook is stable.  This concludes the review for possible
downgrade that began on August 28, 2009.

Apptis' highly leveraged financial profile (debt to EBITDA,
Moody's adjusted basis, exceeding 7x for the last twelve months),
a record of losses, and weak liquidity will limit the alternatives
available to the company in the increasingly weakened business
environment facing defense-focused Information Technology
outsource companies.  Increased competitive pressures in the
segment have followed from government fiscal concerns and the
change in administration.  These changes have slowed new contract
awards and are limiting contract scope increases, which limits
revenue growth and makes the outsource companies dependent on cost
reductions to maintain profits and cash flow.

Apptis has not generated a profit for the last three fiscal years,
so the weaker revenue environment will make the return to profits
more challenging.  Apptis' weak liquidity profile stems largely
from a $30 million debt maturity scheduled for July 2010 (the PIK
interest portion of a sponsor-held subordinated debt), for which
the company is not expected to have the cash or future cash flow
necessary to fully meet the maturity.  According to Apptis,
management is working with its equity sponsor to renegotiate terms
of its subordinated debt with the plan to defer some or all of the
PIK interest due.  In the event that the company is unable to
successfully defer some or all of the PIK interest due in July
2010, some revolver borrowing may be required to meet this
maturity.  Depending on the size of the draw, there is chance for
a financial ratio covenant breach as the maximum leverage test
level steps-down over 2010-2011.

The stable outlook reflects Apptis' established position with
several U.S. government agencies, a historically good contract re-
compete win rate, and expectation of some free cash flow
generation, although financial leverage is likely to remain
elevated.  As a services company, primarily, capital spending
needs are limited and about 45% of Apptis' debt has interest Paid
in Kind, which limits the cash pay.

The ratings could be raised if Apptis repays the near-term PIK
interest due and still has substantially all of the revolver
available, and can generate a sustained net profit.  The ratings
could be lowered if the liquidity profile declines further, or if
earnings fall off such that debt to EBITDA is expected to be
sustained above 8x, or if Apptis is unable to sustain at least
breakeven free cash flow.

Ratings on the first lien debt have been confirmed at B1 despite
the lowered corporate family and probability of default ratings to
Caa1.  This is because Apptis has reduced first lien debt since
late 2008 by a sufficient amount that the remaining senior
unsecured and other subordinated debt provides first loss
absorption for the first lien debt sufficient to maintain the B1
rating.  The ratings are:

Downgrades:

Issuer: Apptis (DE), Inc.

  -- Probability of Default Rating, Downgraded to Caa1 from B3
  -- Corporate Family Rating, Downgraded to Caa1 from B3

Upgrades:

Issuer: Apptis (DE), Inc.

  -- Senior Secured Bank Credit Facility, Upgraded to LGD2, 24%
     from LGD2, 26%

Outlook Actions:

Issuer: Apptis (DE), Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Apptis (DE), Inc.

  -- Senior Secured Bank Credit Facility, Confirmed at B1

The last rating action on Apptis took place August 28, 2009, when
the company's ratings, including the B3 corporate family rating,
were placed under review for possible downgrade.

Apptis (DE), Inc., headquartered in Chantilly, Virginia, provides
information technology services, primarily to federal government
agencies, such as software development and engineering, network
infrastructure deployment and support services, and product
fulfillment.


ARENA FOOTBALL: Court Approves AF1 as Stalking-Horse Bidder
-----------------------------------------------------------
The U.S. Bankruptcy Court in the Northern District of Illinois
approved Arena Football One as "staking-horse" bidder for all
assets of Arena Football League, according to a press release
posted in Our Sports Central.

AF1 is offering $2.5 million, which set the floor price for the
auction for the Company's.  An auction will take place on Nov. 25.

Formed in 2009, the Arena Football One League is a new football
league that boasts teams from coast to coast.  It expects to
commence inaugural season in the Spring of 2010.

                    About Arena Football League

The Arena Football League was founded in 1987 as an American
football indoor league by Jim Foster.  It is played indoors on a
smaller field than American football, resulting in a faster and
higher-scoring game.  Almost two months after the New Orleans
Voodoo folded on the league's owners chose to cancel the 2009
season to work on developing a long-term plan to improve its
economic model.

As reported by the TCR on August 14, 2009, Arena Football League
LLC was sent to Chapter 7 liquidation on August 7 by creditors
owed a total of $300,000.  The involuntary petition was signed by
Gridiron Enterprises Inc., Johnson & Bell Ltd., and Sheraton New
Orleans Hotel.  Gridiron is the largest of the three creditors,
with $272,000 owed to it.  Attorney Richard Lauter of Freeborn &
Peters LLP in Chicago is representing the petitioners.

Judge Susan Pierson Sonderby converted the case to a voluntary
Chapter 11 on Aug. 26 ((Bankr. N.D. Ill. Case No. 09-29024).


ASARCO LLC: Grupo Mex Calls Dec. 4 Shareholder Meeting to OK Plan
-----------------------------------------------------------------
Daily Bankruptcy Review and Dow Jones Newswires report that Grupo
Mexico SAB said Thursday it has called a shareholders meeting
December 4 to seek approval of its restructuring plan for U.S.
copper-mining subsidiary Asarco LLC.

According to Dow Jones, Grupo Mexico said in a filing with the
Mexican Stock Exchange shareholders will be asked to approve its
financing plan for Asarco.

Dow Jones' Ken Parks relates Grupo Mexico's plan requires it to
put up $2.2 billion in cash and issue a promissory note to
Asarco's asbestos creditors for $280 million.  Grupo Mexico said
that to finance the $2.2 billion cash contribution it has
committed $800 million and lined up $1.4 billion in loans from
four financial institutions, Mr. Parks adds.

As reported by the Troubled Company Reporter on November 18, 2009,
Judge Andrew S. Hanen of the U.S. District Court for the Southern
District of Texas confirmed on November 13, 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

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)


ASPEN LAND: Obtains Crucial 2-Year Extension for Vested Rights
--------------------------------------------------------------
Carolyn Sackariason at The Aspen Times reports that The Aspen City
Counsel granted Aspen Land Fund II LLC a two-year extension for
vested rights to build town-homes on South Aspen Street as back-up
plan if its proposed hotel is denied or withdrawn.

According to the report, the rights was originally set to expire
in 2011 but moved to 2013.  The Company needed the extension as a
key term in renegotiating a $22 million loan with Alpine Bank
because the bank required at least a three-year extension to build
17 townhomes and 14 affordable units.

An extension was previously granted twice, Ms. Sackariason says.

Based in Newport Beach, California, Aspen Land Fund II LLC is a
development group that wants to build a hotel at the base of Aspen
Mountain.  The Company filed for Chapter 11 protection on
Sept. 25, 2009 (Bankr. D. Col. Case No. 09-30162).  In its
petition, the Debtor says it has $31,572,828 in assets and
$34,695,549 in debts.


BANK OF AMERICA: Moody's Upgrades Bank Strength Rating From 'D'
---------------------------------------------------------------
Moody's Investors Service upgraded its unsupported bank financial
strength rating on Bank of America, N.A., to C- from D (for a
baseline credit assessment of Baa2, up from Ba2).  BANA is the
primary bank subsidiary of Bank of America Corporation.  The
upgrade reflects Moody's expectations regarding sustained
improvement in Bank of America's capital ratios following a
significant capital raise earlier this year.

Moody's also upgraded BAC's non-cumulative preferred stock rating
to Ba3 from B3, and affirmed the Ba3 ratings on BAC's Hybrid
Income Trust Securities and the Baa3 ratings on BAC's cumulative
junior subordinated trust preferred securities.

These changes follow the rating agency's revised methodology for
rating bank hybrid securities.  The result of this change for many
hybrid securities is expected to be negative, as in most cases it
eliminates the assumption that such instruments would benefit from
government support, should such support be needed.  However, in
the case of Bank of America, the non-cumulative preferred stock
had previously been rated with an assumption of a very high
likelihood of preferred dividend suspension.  The bank's
strengthened capital position noticeably reduces such a risk,
which, together with the bank's higher BFSR, led to an upgrade
since the preferred stock is being rated by notching off of the
now-higher baseline credit assessment.

The bank's deposit rating remains unchanged at Aa3/Prime-1, and
the holding company's senior debt, senior subordinated debt, and
short-term ratings remain unchanged at A2, A3, and Prime-1,
respectively.  These ratings already benefit from sizable lift
above the level of the bank's stand-alone financial strength,
incorporating Moody's assumption that there is a very high
probability of systemic support for Bank of America, should such
support be needed, and that its valuable franchise will remain
intact post the current credit crisis.

These actions had no impact on the FDIC-guaranteed debt issued by
Bank of America, which remains at Aaa with a stable outlook.

The outlook on all of Bank of America's ratings is stable.

BFSR Upgrade Due To Expectation Of Sustained Higher Capital Ratios

"Moody's put Bank of America's bank financial strength rating on
review for upgrade in May after the company announced a
significant capital raising initiative to satisfy the requirements
mandated by the U.S. government's Supervisory Capital Assessment
Program," said Moody's Senior Vice President, David Fanger.  BAC
completed significant capital raising actions in the second
quarter of 2009, adding over $35 billion in common equity and
reducing its annual preferred dividend by about $1.0 billion.  At
September 30, 2009 BAC had a Tier 1 ratio of 12.5%, a Tier 1
Common of 7.25%, and a Moody's Equity ratio, which gives some
credit to hybrid securities, of 7.6%.  These ratios are
significantly higher than BAC's December 31, 2008 ratios (pro
forma for the acquisition of Merrill Lynch and the receipt of a
second TARP investment from the U.S. government) of 10.7%, 4.9%
and 4.4%, respectively.

"The increased capital provides an important cushion against the
larger credit costs that Moody's thinks BAC will have to absorb
over the coming quarters," said Mr. Fanger.  After loan loss
provisions, Moody's does not expect BAC to generate sizable
earnings until 2011.  Notwithstanding some tentative improvements
in the US economy, Moody's believes that high unemployment, a weak
economy, and challenging real estate markets will lead to a
further rise in delinquent and problem loans at BAC, especially in
credit cards, residential mortgages, and commercial real estate
loans, which combined account for roughly two-thirds of the bank's
managed loan portfolio.  "We expect that this will require
significant additional loan loss provisions through much of 2010,"
Mr. Fanger noted.  In addition, Moody's expects that BAC will need
to make a sizeable one-time addition to its loan loss reserves in
2010 as a result of the implementation of FAS 166 and 167.

"Furthermore, BAC's remaining exposure to illiquid structured
securities is significant, most notably the bank's notional
exposure to the financial guarantor industry," added Mr. Fanger.
The rating agency noted that these exposures leave BAC vulnerable
to potentially significant additional losses if the underlying
assets deteriorate in value beyond the company's current marks or
if the financial guarantor counterparties, most of whom are rated
non-investment grade, are unable to satisfy their obligations.
BAC also continues to face a sizable annual preferred stock
dividend burden of $4.6 billion.  "All of these factors make it
almost certain that the company will suffer a moderate level of
capital depletion over the next several quarters," said Mr.
Fanger.

As a result of the completed capital raise, Moody's believes that
BAC will continue to report strong capital ratios even under this
expected scenario.  The upgrade of the BFSR reflects this
expectation.  However, under a more severe scenario, such as the
disintegration scenario outlined in Moody's Global Macroeconomic
Risk Scenarios, Moody's believes that BAC could suffer
significantly higher credit losses and greater capital depletion.
While Moody's views this scenario as unlikely, the C- BFSR is
intended to reflect the transition risk associated with this more
severe economic forecast.

The C- BFSR also reflects Moody's view of the challenges BAC faces
with the ongoing integration of Merrill Lynch, the need for BAC to
enhance its risk management capabilities, and the uncertainty
regarding any potential changes that may result from the
appointment of a new Chief Executive Officer by the end of this
year.

Moody's said the stable ratings outlook reflects BAC's strong
franchise value, solid liquidity, and improved capital position,
balanced against Moody's expectations that the bank will likely
suffer from weak earnings and negative internal capital generation
over the next year, as well as the risk to the bank's capital
position in the event of a more severe economic downturn.

The stable outlook also incorporates Moody's assumption that if
BAC were to pay back its $45 billion of TARP to the U.S.
government, it would be done in such a manner as to have limited
impact on BAC's capital ratios.

The rating actions are consistent with Moody's announcement in
February 2009 that it is recalibrating some of the weights and
relative importance attached to certain rating factors within its
current bank rating methodologies.  Capital adequacy, in
particular, is taking on increasing importance in determining
BFSRs in the current environment.  Meanwhile, debt and deposit
ratings are expected to reflect higher support assumptions for
systemically important institutions during this global financial
crisis.

      Higher BFSR, Revised Methodology Drive Hybrid Ratings

Moody's ratings on BAC's non-cumulative preferred stock and its
cumulative junior subordinated trust preferred securities
incorporate the upgrade to the company's BFSR as well as the
rating agency's revised methodology for rating bank hybrid capital
securities.

As noted above, the upgrade of Bank of America's non-cumulative
preferred stock to Ba3 reflects the benefit from a reduced risk of
coupon suspension, together with an upgrade of the BFSR (with a
correspondingly higher baseline credit assessment).  Bank of
America's HITS (issued by BAC Capital Trust XIII and BAC Capital
Trust XIV) ultimately have a non-cumulative preferred stock claim
on BAC under the terms of a forward contract.  As such, the
ratings for the HITS were affirmed at Ba3, the same as the rating
on BAC's non-cumulative preferred securities.

Bank of America's cumulative junior subordinated trust preferred
securities were affirmed at Baa3.  Moody's believes that BAC's
stronger capital position also reduces the risk of a coupon
deferral on these securities.  Under the revised methodology,
cumulative junior subordinated trust preferred securities issued
by a bank holding company are likely to be rated 2 notches below a
bank's BCA in cases where all systemic support has been removed
from the rating.  However, for Bank of America Moody's believe
these securities will still benefit from a small amount of
systemic support over the medium term.  For this reason, Moody's
have incorporated one notch of uplift for systemic support in
these securities.

Moody's last rating action on BAC was on August 17, 2009, when the
B3 rating for BAC's non-cumulative preferred securities was put on
review for upgrade.

Bank of America Corporation, headquartered in Charlotte, North
Carolina, reported total assets of $2.25 trillion as of
September 30, 2009.

Upgrades:

Issuer: BAC AAH Capital Funding LLC I

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC AAH Capital Funding LLC II

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC AAH Capital Funding LLC III

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC AAH Capital Funding LLC IV

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC AAH Capital Funding LLC IX

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC AAH Capital Funding LLC V

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC AAH Capital Funding LLC VI

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC AAH Capital Funding LLC VII

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC AAH Capital Funding LLC X

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC AAH Capital Funding LLC XI

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC AAH Capital Funding LLC XII

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC AAH Capital Funding LLC XIII

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC LB Capital Funding LLC I

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC LB Capital Funding LLC II

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: BAC North America Holding Company

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: Bank of America Corporation

  -- Multiple Seniority Shelf, Upgraded to (P)Ba2, (P)Ba3 from
     (P)B3, (P)B3

  -- Multiple Seniority Shelf, Upgraded to (P)Ba2, (P)Ba3 from
     (P)B3, (P)B3

  -- Multiple Seniority Shelf, Upgraded to (P)Ba2, (P)Ba3 from
     (P)B3, (P)B3

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Issuer: Bank of America, N.A.

  -- Bank Financial Strength Rating, Upgraded to C- from D

Issuer: MBNA Corporation

  -- Multiple Seniority Shelf, Upgraded to (P)Ba2, (P)Ba3 from
     (P)B3, (P)B3

Issuer: Merrill Lynch & Co., Inc.

  -- Multiple Seniority Shelf, Upgraded to (P)Ba2, (P)Ba3 from
      (P)B3, (P)B3

  -- Multiple Seniority Shelf, Upgraded to (P)Ba2, (P)Ba3 from
      (P)B3, (P)B3

  -- Multiple Seniority Shelf, Upgraded to (P)Ba2, (P)Ba3 from
      (P)B3, (P)B3

  -- Multiple Seniority Shelf, Upgraded to (P)Ba2, (P)Ba3 from
      (P)B3, (P)B3

  -- Multiple Seniority Shelf, Upgraded to (P)Ba2, (P)Ba3 from
      (P)B3, (P)B3

  -- Multiple Seniority Shelf, Upgraded to (P)Ba2, (P)Ba3 from
      (P)B3, (P)B3

  -- Preferred Stock Preferred Stock, Upgraded to Ba3 from B3

Outlook Actions:

Issuer: BAC AAH Capital Funding LLC I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC AAH Capital Funding LLC II

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC AAH Capital Funding LLC III

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC AAH Capital Funding LLC IV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC AAH Capital Funding LLC IX

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC AAH Capital Funding LLC V

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC AAH Capital Funding LLC VI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC AAH Capital Funding LLC VII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC AAH Capital Funding LLC X

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC AAH Capital Funding LLC XI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC AAH Capital Funding LLC XII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC AAH Capital Funding LLC XIII

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC LB Capital Funding LLC I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC LB Capital Funding LLC II

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC North America Holding Company

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Bank of America Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Bank of America, N.A.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: MBNA Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Merrill Lynch & Co., Inc.

  -- Outlook, Changed To Stable From Rating Under Review


BANK OF GRANITE: Receives Non-Compliance Notice From NASDAQ
-----------------------------------------------------------
Bank of Granite Corporation disclosed that on November 12, 2009,
the Company received a letter from The NASDAQ Stock Market
notifying the Company that, because the bid price for its stock
has fallen below $1.00 per share, it no longer complies with the
minimum bid price requirement for continued listing on The NASDAQ
Global Select Market.  Rule 5450(a)(1) of NASDAQ's Listing Rules
requires a minimum bid price of $1.00 per share.  Based on the
closing bid price of the Company's common stock for the 30
consecutive business days prior to the date of NASDAQ's letter,
the Company does not meet this requirement.

The notification does not result in the immediate delisting of the
Company's common shares from The NASDAQ Global Select Market.  In
accordance with NASDAQ Listing Rules, the Company has a 180 day
grace period until May 11, 2010 to regain compliance with the
minimum closing bid price requirement.  To regain compliance, the
closing bid price of the Company's common shares must meet or
exceed $1.00 per share for at least ten consecutive business days
prior to May 11, 2010.

If the Company does not regain compliance by May 11, 2010, NASDAQ
will provide written notification of the delisting of the
Company's shares.  At that time, the Company may appeal NASDAQ's
delisting determination to a NASDAQ Hearing Panel.  Alternatively,
the Company may be eligible for an additional grace period if it
applies to transfer the listing of its common shares to The NASDAQ
Capital Market and satisfies all criteria for initial listing on
The NASDAQ Capital Market other than the minimum bid price
requirement.

The Company is considering actions that it may take in response to
this notification in order to regain compliance with the continued
listing requirements, but no decisions about a response have been
made at this time.

Bank of Granite Corporation's common stock trades on The NASDAQ
Global Select Market under the symbol "GRAN."  Bank of Granite
Corporation is the parent company of Bank of Granite and Granite
Mortgage.  Bank of Granite operates twenty full-service banking
offices in eight North Carolina counties-Burke, Caldwell, Catawba,
Forsyth, Iredell, Mecklenburg, Watauga, and Wilkes.


BARNEYS NEW YORK: Istithmar Mulls Restructuring; Perella Tapped
---------------------------------------------------------------
The Wall Street Journal's Mike Spector, Vanessa O'Connell and
Peter Lattman reports that Istithmar, a unit of Dubai's state-
owned Dubai World, is considering a possible restructuring of
Barneys New York, with the retailer tapping investment bank
Perella Weinberg Partners to advise it.

Istithmar paid $942.3 million for the company in 2007 at the top
of the market.

The Journal, citing people familiar with the matter, reports that
Ronald Burkle's Yucaipa Cos. has bought a large part of Barneys'
secured term loan from Citigroup Inc. at about 60 cents on the
dollar.  Mr. Burkle, through his investment fund, also bought a
chunk of Barneys' subordinated debt, one person familiar with the
matter said, according to the Journal.

According to the Journal, hedge-fund manager Richard Perry is
expected to be the key player in any negotiations; his hedge fund
holds a controlling position in Barneys' senior debt. "There are
conversations, but no process," said one person familiar with the
matter, adding not to "expect anything imminent."

The Journal says Mr. Burkle's investment could make him a pivotal
player in the future of Barneys, and might be a critical ally for
Istithmar in any negotiation with Mr. Perry.  According to the
Journal, one person familiar with the matter said he and his
investment fund "have had a great relationship with Dubai for a
long time."  Mr. Burkle has previously invested in businesses
alongside an entity connected to Dubai's ruler, Sheikh Mohammed
bin Rashid al-Maktoum, the Journal notes.

The Journal notes Barneys took on debts of about $500 million to
fund the purchase.  Since then, economic woes have crimped
Barneys' sales, and it has been without a CEO for the past 18
months.

The Journal also relates one person familiar with the situation
said Barneys' liquidity remains "OK," and Barneys feels it "will
be fine" getting through the critical holiday shopping season.
Moreover, although its performance has been weak, Barneys has some
financial flexibility.  Istithmar made a capital infusion of about
$20 million in the first quarter of the year.  The retailer
doesn't have any of its loans maturing until 2012 and also
benefits from the lenient financing terms on its debt package.

The Journal also reports that Moody's Investors Service in late
July cut Barneys' debt two grades to three levels above default
and cited its "strained financial condition" amid declining sales
and its "sizeable" debt from the takeover by Istithmar.

Perella Weinberg Partners managing director Richard Shinder,
according to the Journal, said given Barneys capital structure
"it's not apparent that there are any catalytic events that would
cause its debt to be restructured in 2009, 2010, or frankly,
ever."

Barneys is a 42-store high-fashion chain.


BERNARD MADOFF: Carl Shapiro Disagrees with Claim Methodology
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports Carl Shapiro, a
philanthropist who lost $545 million in the collapse of Bernard L.
Madoff Investment Securities Inc., is another investor objecting
to the method Madoff's trustee is using to calculate claims.
Mr. Shapiro, according to the report, believed he held many of the
same stocks for years, only to learn the trades were never made.

On the claim calculation issue, customers will file a second set
of papers on Dec. 11.  The trustee and SIPC will file their
replies on Jan. 15.  The hearing will take place Feb. 2.

According to the report, the trustee and the Securities Investor
Protection Corp. believe that a customer's claim should equal the
difference between the amount of cash deposited and the amount
withdrawn.  Some customers contend the amount of a claim should
take into consideration the time-value of money or the balance on
the last account statement.

                      About Bernard L. Madoff

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

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

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


CASCADES INC: Moody's Assigns 'Ba3' Rating on US$300 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Cascades Inc.'s
proposed US$300 million senior notes due 2017 and CDN$150 million
senior notes due 2016.  The rating outlook is stable.  The
expected use of proceeds from both note offerings is to fund the
tender offer of Cascades 7.25% and 6.75% senior notes maturing in
2013.  The new notes will be unsecured and will rank equally in
right of payment with all of the company's existing senior
unsecured indebtedness.  The proposed notes will rank behind the
company's senior secured bank facility (rated Baa3) and will be
rated one notch below the corporate family rating, in accordance
with Moody's loss-given-default methodology.  Cascades' Ba2
corporate family rating reflects the diversity derived from its
containerboard, boxboard, specialty packaging and tissue
businesses, the relatively stable margins of these products, the
improved financial performance of the boxboard segment, and the
company's vertically integrated operations.  Offsetting these
strengths are the company's lack of geographic diversification,
exposure to the strong Canadian dollar, volatile input costs and
the company's tendency to conduct relatively small debt-financed
acquisitions.  The company's SGL-2 liquidity rating reflects
expectations of continued positive free cash flow generation, the
company's borrowing capacity under its committed bank lines,
expectations of ongoing compliance with financial covenants, no
significant near term debt maturities, and strong alternative
liquidity potential from assets sales.  The stable rating reflects
Moody's expectations that the company's improved financial and
operating performance will be sustained as economic conditions
improve.

Assignments:

Issuer: Cascades Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5,
     71%)

Moody's last rating action on Cascades was on November 12, 2009,
when Moody's changed the rating outlook to stable from negative
and affirmed all of the company's ratings.

Headquartered in Kingsey Falls, Quebec, Cascades is a
predominantly North American producer of recycled boxboard,
containerboard, and specialty packaging and tissue products.


CASCADES INC: S&P Assigns 'B+' Ratings on US$300 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level and recovery ratings to Cascades Inc.'s US$300 million and
C$150 million senior unsecured notes.  S&P rate the notes 'B+'
(one notch below the corporate credit rating on Cascades), with a
recovery rating of '5', indicating S&P's expectations of modest
recovery (10%-30%) in the event of payment default.  Debt levels
are unaffected as proceeds from the notes will be used to pay down
existing senior unsecured notes.

"The ratings on Cascades reflect what S&P considers the company's
good position in consolidated markets, a diverse revenue stream,
and vertical integration," said Standard & Poor's credit analyst
Jatinder Mall.  "We believe these strengths are partially offset
by what S&P view as the company's high debt levels, history of
lower profitability, and exposure to cyclical boxboard and
containerboard prices and volumes," Mr. Mall added.

The 'BB-' corporate credit rating and stable outlook on Cascades
reflect recent improvement in credit metrics and S&P's
expectations that the company's profitability will improve in the
next 12 months.  Standard & Poor's could lower the ratings if
increasing fiber and energy costs lead to lower EBITDA generation,
placing pressure on credit metrics and resulting in a leverage
ratio of more than 5x.  On the other hand, an upgrade would
probably require Cascades to pay down debt and demonstrate its
ability to sustain a leverage ratio of about 3.5x-4.0x.

                          Ratings List

                          Cascades Inc.

             Corporate credit rating   BB-/Stable/--

                        Ratings Assigned

          US$300 million senior unsecured debt       B+
            Recovery rating                          5
          C$150 million senior unsecured debt        B+
           Recovery rating                           5


CENTRAL KANSAS CRUDE: Files Chapter 11 in Wichita, Kansas
---------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Central Kansas Crude
LLC, formerly a crude oil broker in Pratt, Kansas, filed for
Chapter 11 protection on Nov. 17 in Wichita, Kansas (Bankr. D. Kan
Case No. 09-13789).

The Company blames the filing on a loss on a sale of $25 million
in crude to an affiliate of SemGroup LP.  Crude oil, natural gas
provider SemGroup LP filed for Chapter 11 in July 2008, and
emerged from bankruptcy this November.

Central Kansas' petition listed assets of $13.5 million and debt
totaling $25.4 million.  Almost $21 million of the liabilities are
unsecured. The largest asset is an $8.5 million receivable from
SemCrude LP.


CERIDIAN CORP: S&P Puts 'B' Corp. Rating on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B' corporate credit rating, on Minneapolis-based
Ceridian Corp. on CreditWatch with negative implications.

"The CreditWatch action reflects the negative impact of
challenging market conditions and economic weakness on Ceridian's
operating performance, combined with a very aggressive capital
structure," said Standard & Poor's credit analyst Martha Toll-
Reed.


CHARTER COMMS: Court's Order Confirming Chapter 11 Plan
-------------------------------------------------------
Charter Communications, Inc., and its debtor-affiliates stepped
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York through the statutory requirements under
Sections 1129(a) and (b) of the Bankruptcy Code necessary to
confirm their pre-arranged Joint Plan of Reorganization.

A. The Plan complies with all applicable provisions of the
  Bankruptcy Code as required by Section 1129(a)(1), including
  Sections 1122 and 1123 of the Bankruptcy Code.  The
  classification of Claims and Interests under the Plan is
  proper under the Bankruptcy Code.  Pursuant to Sections
  1122(a) and 1123(a)(1), the Plan provides for the separate
  classification of Claims into 58 Classes, based on differences
  in the legal nature or priority of the Claims, other than
  Administrative Expense Claims and Priority Tax Claims, which
  are required not to be designated as separate Classes pursuant
  to Section 1123(a)(1).

  In accordance with Section 1122(a), each Class of Claims
  contains only Claims or Interests that are substantially
  similar to the other Claims or Interests within that Class.
  Accordingly, the requirements of Sections 1122(a), 1122(b),
  and 1123(a)(1) have been satisfied.

B. The Debtors, as proponents of the Plan, have complied with all
  applicable provisions of the Bankruptcy Code as required by
  Section 1129(a)(2), including Sections 1122, 1123, 1124, 1125,
  1126 and 1128 of the Bankruptcy Code and Rules 3017, 3018 and
  3019 of the Federal Rules of Bankruptcy Procedure.

  Votes to accept or reject the Plan were solicited by the
  Debtors after the Court approved the adequacy of the
  Disclosure Statement pursuant to Section 1125(a) of the
  Bankruptcy Code.  The Debtors have also solicited and
  tabulated votes on the Plan and have participated in the
  activities described in Section 1125 fairly, in good faith
  within the meaning of Section 1125(e), and in a manner
  consistent with the applicable provisions of the Disclosure
  Statement Order, the Disclosure Statement, the Bankruptcy
  Code, the Bankruptcy Rules, and all other applicable laws, and
  are entitled to the protections afforded by Section 1125(e)
  and the exculpation provisions set forth in the Plan.

  The Debtors have participated in good faith and in compliance
  with the applicable provisions of the Bankruptcy Code with
  regard to the offering, issuance, and distribution of
  recoveries under the Plan and, therefore, are not, and on
  account of those distributions, and will not be, liable at any
  time for the violation of any applicable law governing the
  solicitation of acceptances or rejections of the Plan or
  distributions made pursuant to the Plan, so long as the
  distributions are made consistent with and pursuant to the
  Plan.

C. The Debtors have proposed the Plan in good faith and not by
  any means forbidden by law.  Hence, the requirements of
  Section 1129(a)(3) are satisfied.  In determining that the
  Plan has been proposed in good faith, the Bankruptcy Court has
  examined the totality of the circumstances surrounding the
  filing of the Chapter 11 Cases, the Plan itself, and the
  process leading to its formulation.

  The Plan is the product of arm's-length negotiations among
  the Debtors, and each party, who signed a Plan Support
  Agreement.  The Plan itself and the process leading to
  its formulation (i) provide independent evidence of the
  Debtors' good faith, (ii) serve the public interest, and
  assure fair treatment of Holders of Claims and Interests.
  Consistent with the overriding purpose of Chapter 11, the
  Cases were filed, and the Plan was proposed, with the
  legitimate purpose of allowing the Debtors to reorganize and
  emerge from bankruptcy with a capital structure that will
  allow them to satisfy their obligations with sufficient
  liquidity and capital resources.

D. The procedures set forth in the Plan for the Court's review
  and ultimate determination of the fees and expenses to be paid
  by the Debtors in connection with the Chapter 11 Cases or the
  Plan satisfy the objectives of and are in compliance with
  Section 1129(a)(4).

E. The Plan complies with the requirements of Section 1129(a)(5)
  because, in the Disclosure Statement, the Plan, and the Plan
  Supplement, the Debtors have disclosed (i) the identity and
  affiliations of each proposed director, the CEO, the COO, and
  the CFO and the manner in which additional officers and
  directors of the Reorganized Company will be chosen following
  Confirmation, and (ii) the identity of and nature of any
  compensation for any insider, who will be employed or retained
  by the Reorganized Company.  The method of appointment of
  directors and officers of the Debtors was, is, and will be
  consistent with the interests of Holders of Claims and
  Interests and public policy.

F. The Plan does not contain any rate changes subject to the
  jurisdiction of any governmental regulatory commission and,
  therefore, will not require governmental regulatory approval.
  Thus, Section 1129(a)(6) is inapplicable to the Chapter 11
  Cases.

G. The liquidation analysis attached to the Disclosure Statement
  and the other related evidence in support of the Plan that was
  proffered or adduced at or prior to, or in affidavits in
  connection with, the Confirmation Hearing (i) are reasonable,
  persuasive, credible and accurate as of the dates the analysis
  or evidence were prepared, presented or proffered, (ii)
  utilize reasonable and appropriate methodologies and
  assumptions, (iii) have not been controverted by other
  evidence, and (iv) establish that Holders of Allowed Claims
  in every Class will recover as much or more under the Plan on
  account of that Claim, property of a value, as of the
  Effective Date, than the amount the Holder would receive if
  the Debtors were liquidated on the Effective Date under
  Chapter 7 of the Bankruptcy Code.  Therefore, the requirements
  of Section 1129(a)(7) are satisfied.

  Specifically, the Liquidation Analysis properly:

  * utilized a distressed sale assumption;

  * excluded preference recoveries against trade vendors under
    the assumption;

  * concluded that executory contracts would likely be assumed
    in a Distressed Sale;

  * accounted for CCI's and Holdco's entitlement to a portion of
    the Litigation Settlement Fund Proceeds;

  * ascribed no value to CCI or Holdco for contracts held at CCI
    and Holdco, including programming, media and sales
    contracts;

  * excluded value for worthless stock options issued by CCI for
    CCO's benefit;

  * excluded the $74 million interest payment made by Holdco,
    $8.4 million capital contribution by Holdco to CCH, $9
    million of assets listed on Holdco's schedules in the form
    of cash, security deposits and accounts receivable, and $176
    million of Holdco's repurchase of affiliates' notes; and

  * accounted for the Debtors' intercompany payables and
    receivables at all times.

H. Classes A-1, A-2, B-1, B-2, C-1, C-2, D-1, D-2, E-1, E-2, F-1,
  F-2, G-1, G-2, H-1, H-2, I-1, I-2, I-3, I-4, J-1, J-3, J-4,
  and J-5 and Classes I-6 and J-7 are each Classes of Unimpaired
  Claims or Interests that are conclusively presumed to have
  accepted the Plan under Section 1126(f).

  Because the Plan has not been accepted by the Rejecting
  Classes, the Debtors seek Confirmation under Section 1129(b),
  rather than Section 1129(a)(8).  Thus, although Section
  1129(a)(8) has not been satisfied with respect to the
  Rejecting Classes, the Plan is confirmable because the Plan
  does not discriminate unfairly and is fair and equitable with
  respect to the Rejecting Classes and, thus, satisfies Section
  1129(b) with respect to those Classes.

I. The treatment of Allowed Administrative Expense Claims,
  Allowed Priority Tax Claims, and Allowed Priority Non-Tax
  Claims under the Plan satisfies the requirements of, and
  complies in all respects with, Section 1129(a)(9).

J. As set forth in the Voting Certifications, the Impaired
  Accepting Classes have voted to accept the Plan.
  Specifically, Holders of Claims in Classes A-3, B-3, B-4, C-3,
  C-4, D-3, E-3, E-4, F-3, F-4, G-3, G-4, H-3, H-4, I-5, J-2,
  and J-6 voted to accept the Plan.  Excluding Insider votes,
  nine Impaired Classes voted to accept the Plan.

  Pursuant to the Disclosure Statement Order, Classes for which
  no votes were cast were deemed to accept the Plan.  Hence,
  there is at least one Class of Claims that is Impaired under
  the Plan and has accepted the Plan, determined without
  including any acceptance of the Plan by any insider.  The
  requirements of Section 1129(a)(10) are, therefore, satisfied.

K. The Plan satisfies Section 1129(a)(11) because the evidence
  supporting the Plan (i) is reasonable, persuasive, credible
  and accurate as of the dates the analysis or evidence was
  prepared, presented or proffered, (ii) utilizes reasonable and
  appropriate methodologies and assumptions, (iii) has not been
  controverted by other evidence, (iv) establishes that the Plan
  is feasible and Confirmation of the Plan is not likely to be
  followed by the liquidation, or the need for further financial
  reorganization, of the Reorganized Debtors or any successor to
  the Reorganized Debtors under the Plan except as provided in
  the Plan, and (v) establishes that the Reorganized Debtors
  will have sufficient funds available to meet their obligations
  under the Plan.

L. The Plan provides that all fees payable pursuant to Section
  1930 of the United States Judicial Code, as determined by the
  Court at a hearing pursuant to Section 1128 of the Bankruptcy
  Code, will be paid for each quarter until the Chapter 11 Cases
  are converted, dismissed, or closed, whichever occurs first.
  Hence, requirements under Section 1129(a)(12) have been
  satisfied.

M. Section 1129(a)(13) requires a plan to provide for "retiree
  benefits" at levels established pursuant to Section 1114 of
  the Bankruptcy Code.  The Plan provides that, on and after the
  Effective Date, all retiree benefits, if any, will continue to
  be paid in accordance with applicable law, thus, satisfying
  the requirements of Section 1129(a)(13).

N. In the ordinary course of their businesses, the Debtors
  did not have obligations with respect to domestic support.
  Accordingly, Section ll29(a)(14) is inapplicable in the
  Debtors' Chapter 1l Cases.

O. None of the Debtors is an "individual," and accordingly,
  Section 1129(a)(15) is inapplicable to the Plan.

P. The Debtors are each a moneyed, business, or commercial
  corporation, and thus, Section 1129(a)(16) is inapplicable
  in the Chapter 11 cases.

Finding that the Plan complies with the statutory requirements,
Judge Peck confirmed the Debtors' Plan on November 17, 2009.
Judge Peck held that any resolutions of objections to Confirmation
explained on the record at the Confirmation Hearing are
incorporated by reference, and all unresolved objections,
statements, and reservations of rights are overruled on the
merits.

In his 82-page opinion on confirmation of the Plan, Judge Peck
noted that since the Chapter 11 Cases were filed, Charter has been
engaged in one of the most hotly contested confirmation battles
ever conducted, and that the conflict certainly is one of the
longest and no doubt also among the most costly.

Copies of Judge Peck's Opinion and Finding of Facts and
Conclusions of Law are available for free at:

  http://bankrupt.com/misc/Charter_Opinion_Confirmation.pdf
  http://bankrupt.com/misc/Charter_Findings_Confirmation.pdf

The Debtors' Plan Confirmation Hearing commenced July 20, 2009,
and was subsequently adjourned to various dates.  Some lenders and
other objecting parties led by JPMorgan Chase Bank, N.A.,
challenged the provisions of the Plan including Paul G. Allen's
role in Charter's debt restructuring.  According to the objecting
parties, distributions are being provided to Mr. Allen on account
of his equity interests in Charter, in direct violation of the
absolute priority rule.

As widely reported, Judge Peck approved in a bench ruling on
October 15, 2009, the Debtors' Plan, which is premised on a global
settlement with Mr. Allen and is supported by the members of an
Unofficial Crossover Committee representing the interests of
Holders of CCH I Notes and CCH II Notes.

Partly due to the importance of the issues and partly due to Mr.
Allen's prominence and the billions that he has invested in
Charter, the bankruptcy cases are highly visible and have
generated considerable public interest, Judge Peck has said.  Mr.
Allen is a co-founder of Microsoft and a public figure due to his
personal wealth and accomplishments.

"These are perhaps the largest and most complex prearranged
bankruptcies ever attempted, and in all likelihood rank among the
most ambitious and contentious as well," Judge Peck noted.  "The
business proposition presented aims high, particularly at a time
of great dislocation, uncertainty and volatility in the economy."
he continued.

Charter seeks to remove more than $8 billion from its highly
leveraged capital structure, to secure the investment of
approximately $1.6 billion in new capital through a rights
offering back-stopped by a group of bondholders that will be
appointing members of Charter's reconstituted board, and to
reinstate a senior secured credit facility and certain junior
secured debt with the objective of preserving favorable existing
credit terms and saving hundreds of millions of dollars in
incremental annual interest expense that otherwise would be
payable if the senior secured debt had to be replaced at current
market pricing.

"Charter has overcome robust, forcefully presented objections and
has succeeded in convincing the Court that its Plan satisfies all
of the confirmation requirements of [S]ection 1129 of the
Bankruptcy Code and is confirmable," Judge Peck concluded.  "This
represents a major achievement for the Debtors and its
stakeholders that should enable a deleveraged Charter to flourish
as a restructured and recapitalized enterprise," he added.

                   About Charter Communications

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

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

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

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

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

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


CHARTER COMMS: Sees Chapter 11 Emergence by November 30
-------------------------------------------------------
Charter Communications Inc. expects to emerge from bankruptcy by
the end of the month.  The Company said in a regulatory filing it
sees an exit from Chapter 11 "on or about" Nov. 30, according to a
report by Bloomberg News.

Upon the Pre-Arranged Plan becoming effective, Charter expects to
generate positive free cash flow through the reduction of more
than $830 million in annual interest expense.

The reorganization wipes out $8 billion of Charter debt and gives
the company $1.6 billion through an equity rights offering.

                   About Charter Communications

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

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

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

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

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

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


CHARTER COMMS: Must Have Plan Declared Effective by Nov. 27
-----------------------------------------------------------
Charter Communications, Inc., and its debtor-affiliates must have
their pre-arranged joint plan of reorganization declared effective
by November 27, 2009, according to further amended restructuring
agreements filed before the U.S. Bankruptcy Court for the Southern
District of New York.  The deadline was previously set for
November 12, 2009.

Pursuant to a notice dated November 12, the Debtors informed Judge
James M. Peck and parties-in-interest that the restructuring
agreements dated February 11, 2009, (i) between certain of the
Debtors and certain unaffiliated holders of CCH I, LLC and CCH II,
LLC note issuances, and (ii) between certain of the Debtors and
Paul G. Allen have been amended for the fifth time.

Patricia A. Baldes, Charter's vice president of Financial
Reporting, submitted to the U.S. Securities and Exchange
Commission a Form 8-K announcing the filing of the latest
amendment.

The Fifth Amendment further provides that if consents, approvals
or waivers required to be obtained from governmental authorities
in connection with the Plan with respect to franchises, licenses
and permits covering areas serving at least 80% of the basic
subscribers have not been obtained by November 27, then Charter
will cause the Effective Date to occur no later than December 15,
2009.

If the Effective Date will not occur by November 27, or by
December 15, the Restructuring Agreement will be terminated.

A full-text copy of the executed version of the Fifth Amendment to
the Restructuring Agreement may be accessed for free at:

http://bankrupt.com/misc/CCI_RestructuringAgreements_111209.pdf

                   About Charter Communications

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

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

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

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

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

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


CHARTER COMMS: Paul Allen Undergoes Has Non-Hodgkin's Lymphoma
--------------------------------------------------------------
Paul G. Allen, Charter Communications, Inc.'s chairman and primary
shareholder and co-founder of Microsoft, is undergoing
chemotherapy after he was diagnosed with non-Hodgkin's lymphoma
earlier this month, Nick Wingfield of The Wall Street Journal
reports.

According to nowpublic.com, Mr. Allen was initially diagnosed with
Hodgkin's disease way back in 1983, but his cancer was cured.

An e-mail for Mr. Allen's Vulcan Inc. employees revealed that he
has diffuse large B-cell lymphoma.  His sister and Vulcan CEO,
Jody Allen, said in the e-mail that the diagnosis is "tough news
for Paul and the family" but that her brother is "optimistic he
can beat" the disease as he did his previous illness.

Mr. Allen and Bill Gates, who are fellow computer programmers and
childhood friends, founded Microsoft in 1975.  Mr. Allen left
Microsoft after he was diagnosed with Hodgkin's disease in 1983.

"Paul is among my closest friends, and I know him to be a strong
and resilient individual," Mr. Gates said in a statement.  He also
said that he and his wife, Melinda, "have Paul and his family in
our thoughts and prayers."

                   About Charter Communications

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

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

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

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

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

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

                   About Charter Communications

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

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

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

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

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

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


CHESTERFIELD VALLEY: Fitch Cuts 2006 Tax Bond Ratings to 'BB'
-------------------------------------------------------------
Fitch Ratings has downgraded Chesterfield Valley Transportation
Development District, Missouri's transportation sales tax revenue
bonds series 2006 to 'BB' from 'A-'.  The bonds are payable solely
from a 0.375% sales tax pledge on virtually all retail sales
within the district.  The Rating Outlook is Stable.

The rating reflects the pledge of a narrow revenue stream that is
susceptible to fluctuations due to economic cycles, actual gross
sales figures varying notably from projections resulting in
insufficient sales tax revenues to pay annual debt service, and
weak legal provisions.  These credit considerations are partially
tempered by a fully funded debt service reserve, and the
district's attractive physical location and composition.  The key
rating drivers are the district's ability to generate adequate
sales tax revenue from a retail base with no discernable
competitive advantage, and the rate of depletion of the cash
funded debt service reserve if annual sales collections prove
inadequate.

Aggregate taxable sales figures, from which future sales tax
collections were forecasted, were appreciably incorrect in the
2006 consulting report.  The report backed into the gross sales
figures from actual tax collections from a tax increment district
coterminous with the district.  However, actual gross sales
figures compared to projected gross sales have diverged in excess
of 32% for each of the last three years.  Due to the magnitude of
the negative variance, sales tax revenues have been well below
projections.  Sales tax revenues have not materialized to the
point revenues are projected to be insufficient to cover debt
service in April 2010, thus the debt service reserve is expected
to be tapped for roughly $120,000.

Assuming no growth in sales tax revenues from projected 2009
collections, annual revenues will be inadequate to service debt
service through 2015.  However, there will be sufficient funds in
the debt service reserve to plug the annual shortfalls, and
satisfy all debt service payments through 2016.  From 2017 through
2025, the district is required to pay only interest on a bullet
maturity in 2026.  All excess sales tax revenues are required to
redeem the 2026 bullet via a special mandatory redemption feature.
Again, assuming no growth, annual revenue projections are
estimated to generate adequate excess sales tax revenues to retire
the bullet maturity.

Further compounding the uncertainty of the sales tax pledge is the
current state of the national and regional economy, and the
reliance on retail sales within a limited geographic region.  For
the period of January through September 2009, sales tax
collections were down 7.4% compared to the same time period in
2008.  If 2009 sale tax revenues are further suppressed due to
weak consumer spending during the holiday season, inadequate debt
service coverage from collections will intensify.

The district's physical location and composition is encouraging.
The district encompasses a sizable 7.43 square mile area located
along a five-mile corridor of Interstate-64 in western St.  Louis
County.  As of September 2009, there were 398 retail
establishments located within the district, and comprised one of
the largest concentrations of big box retailers in the region.  As
to be expected with big box retailers, there is point-of-sale
concentration with the top 15 payers accounting for 55% of total
2008 sales tax collections.  The district contains in excess of
7 million square feet of total development with over 20% of the
total land area still undeveloped.

Legal covenants are loosely written, allowing for liberal debt
issuance, although Fitch does not believe the district would issue
additional debt given its current situation.  Furthermore, the
district board is comprised of the several county officials thus
providing a degree of independent oversight against casual
dilution of sales tax revenues.  That being said, the district may
issue subordinate debt without restriction and such debt could
become senior in time to the 2026 bullet maturity.  Excess funds
that would otherwise be used to trim the 2026 bullet maturity
would be funneled off to pay subordinate debt service.  Also, the
definition of pledged revenues includes the debt service reserve
thus artificially inflating coverage ratios in the additional
bonds test.


CINCINNATI BELL: Gabelli Funds Reports 7.30% Equity Stake
---------------------------------------------------------
GGCP, Inc.; GAMCO Investors, Inc.; Gabelli Funds, LLC; GAMCO Asset
Management Inc.; Teton Advisors, Inc.; Gabelli Securities, Inc.;
Gabelli & Company, Inc.; MJG Associates, Inc.; Gabelli Foundation,
Inc.; MJG-IV Limited Partnership; and Mario Gabelli report that
they beneficially own 14,850,226 shares -- representing 7.30% of
the 203,218,929 shares outstanding -- of the common stock of
Cincinnati Bell Inc.

                       About Cincinnati Bell

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

As of September 30, 2009, the Company had $2.01 billion in total
assets against $2.62 billion in total liabilities, resulting in
$614.0 million in stockholders' deficit.

                           *     *     *

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

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

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


CIT GROUP: Carpenter Tenders Resignation, Accepts GMAC CEO Post
---------------------------------------------------------------
Michael A. Carpenter on November 16, 2009, notified CIT Group Inc.
he was resigning as a member of the Board of Directors effective
immediately.  Mr. Carpenter, who has been a member of the
Company's Risk Management Committee and Special Compliance
Committee, was named Chief Executive Officer of GMAC LLC
immediately before resigning as a Director of the Company.  Mr.
Carpenter advised the Company that his decision to resign from
CIT's Board of Directors was based on the increased time demands
related to his new position.

                        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.
S.D.N.Y. 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.

At September 30, 2009, CIT Group had $69,188,600,000 in total
assets against $64,067,700,000.  As of June 30, 2009, CIT Group
had total assets of $71,019,200,000 against total debts of
$64,901,200,000.

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


CIT GROUP: Long-Dated Sr Noteholders Can Elect Impaired Treatment
-----------------------------------------------------------------
CIT Group Inc. on November 19 announced updated results of its
solicitation for votes on its voluntary prepackaged plan of
reorganization.

The solicitation of votes for Class 7, Canadian Senior Unsecured
Notes, expired on November 5, 2009.  Approximately 89% of holders
by outstanding principal amount participated in the solicitation,
of which nearly 100% in principal amount and 92% in number of
votes cast supported the Plan.

Similarly, the solicitation of votes for Class 8, Senior Unsecured
Notes maturing after 2018, expired on November 13, 2009.
Approximately 74% of holders by outstanding principal amount
participated in the solicitation, of which approximately 96% in
principal amount and 93% in number of votes cast supported the
Plan.

In the aggregate, approximately 83% of the Company's eligible debt
participated in the solicitation, of which approximately 92% in
principal amount and 88% in number of votes cast supported the
Plan.  Consistent with the Company's previous announcement on
November 1, 2009, all classes entitled to vote on the Plan voted
to accept the Plan and all were substantially in excess of the
required thresholds for a successful vote.

The Company also announced it is giving eligible holders of Class
8 Long-Dated Senior Note Claims who did not vote to accept the
Plan the opportunity to elect impaired treatment under the Plan
and to receive new notes and common stock on the same terms as
Class 8 noteholders who voted in favor of the Plan.  The Company
is giving these holders until 5:00 pm New York City time on
December 4, 2009 to make this optional election.  Noteholders must
make this election by providing the appropriate instruction to the
bank or brokerage through which they hold their Class 8 notes.
CIT reserves the right to accept an election after this deadline
in the event of a request made prior to the deadline.  Holders of
Class 8 Long-Dated Senior Note Claims who did not vote to accept
the Plan and who do not elect impaired treatment prior to the
election deadline will have their existing notes reinstated upon
consummation of the Plan.  This optional election will have no
impact on the voting results with respect to the Plan. For more
information contact D.F. King & Co. at (800) 758-5880 or +1 (212)
269-5550.

With overwhelming and broad support from its debtholders, the
Company's Board of Directors voted to proceed towards confirmation
of the Plan on November 1, 2009.  Under the Plan, CIT expects to
reduce total debt by approximately $10 billion, significantly
reduce its liquidity needs over the next three years, enhance its
capital ratios and accelerate its return to profitability. The
U.S. Bankruptcy Court for the Southern District of New York
scheduled a hearing to consider the confirmation of the Plan for
Tuesday, December 8, 2009.

                       The Chapter 11 Plan

CIT Group Inc. and CIT Funding Company of Delaware LLC, submitted
to the U.S. Bankruptcy Court for the Southern District of New York
a Chapter 11 plan simultaneously with their Chapter 11 petitions.

In summary, the Plan contemplates these exchanges, pursuant to
which:

  (i) holders of Canadian Senior Unsecured Note Claims will
      receive their pro rata share of Series B Notes, equal to a
      distribution in the amount of 100% of that holder's
      Allowed Canadian Senior Unsecured Note Claim if that Class
      7 votes to accept the Plan;

(ii) electing Long-Dated Senior Unsecured Note Claims and
      holders of Senior Unsecured Note Claims and, if Class 7
      does not vote to accept the Plan and the Plan is
      nonetheless confirmed, Canadian Senior Unsecured Note
      Claims on account of CIT Group Inc.'s guarantee of the
      Canadian Senior Unsecured Notes, will receive their pro
      rata share of (a) Series A Notes and (b) New Common
      Interests;

(iii) holders of Senior Unsecured Term Loans Claims and Senior
      Unsecured Credit Agreement Claims will receive their pro
      rata share of (a) indebtedness under credit facilities of
      Reorganized CIT on substantially the same terms as the
      Series A Notes in lieu of a distribution of Series A
      Notes, or Series A Notes, at each such holder's election,
      if those Classes vote to accept the Plan, or Series A
      Notes if those Classes do not vote to accept the Plan, and
      (b) New Common Interests; and

(iv) holders of Senior Subordinated Note Claims and Junior
      Subordinated Note Claims will receive specified
      percentages of New Common Interests if Class 12 and Class
      13 vote to accept the Plan, as applicable, and Contingent
      Value Rights, in full satisfaction and settlement of the
      Claims and Interests.

Moreover, the Plan contemplates the issuance of Contingent Value
Rights to holders of Senior Subordinated Note Claims, Junior
Subordinated Note Claims and Old Preferred Interests.  The Plan
also contemplates the Cash Collateralization of the Letter of
Credit Facility with JPMorgan Chase Bank, N.A.

Recovery by creditors and interest holders under the Plan are as
follows:

Class    Description               Treatment
-----    -----------               ---------
Class 1   Other Priority Claims     Unimpaired.  Deemed to
                                     accept.
                                     Est. Recovery: 100%

Class 2   Other Secured Claims      Unimpaired.  Deemed to
                                     accept.
                                     Est. Recovery: 100%

Class 3   Other Unsecured Debt      Unimpaired.  Deemed to
          Claims and Guarantee       accept.
          Claims                     Est. Recovery: 100%

Class 4   Intercompany Claims       Unimpaired.  Deemed to
                                     accept.
                                     Est. Recovery: 100%

Class 5   General Unsecured Claims  Unimpaired.  Deemed to
                                     accept.
                                     Est. Recovery: 100%

Class 6   JPM L/C Facility Claims   Impaired.  Accepted.
                                     Est. Recovery: 100%

Class 7   Canadian Senior           Impaired.  Pending; voting
          Unsecured Note Claims      deadline is 11:59 p.m.
                                     (prevailing Eastern Time) on
                                     Nov. 5, 2009.
                                     Est. Recovery: 100%

Class 8   Long-Dated Senior         Entitled to vote.  Impaired
                                     if holders vote to accept
                                     the Plan; Unimpaired if
                                     holders reject or do not
                                     vote on the Plan.

                                     Pending; voting deadline is
                                     11:59 p.m. (prevailing
                                     Eastern Time) on Nov. 13,
                                     2009.

Class 9   Senior Unsecured          Impaired.  Accepted.
          Note Claims                Est. Recovery: 94.2%

Class 10  Senior Unsecured          Impaired.  Accepted.
          Term Loan Claim            Est. Recovery: 94.2%

Class 11  Senior Unsecured          Impaired.  Accepted.
          Credit Agreement Claims    Est. Recovery: 94.2%

Class 12  Senior Subordinated       Impaired.  Accepted.
          Note Claims                Est. Recovery: 50%

Class 13  Junior Subordinated       Impaired.  Accepted.
          Note Claims                Est. Recovery: 15.4%

Class 14  Subordinated              Impaired.  Deemed to reject.
          510(b) Claims              Est. Recovery: 0%

Class 15  Old Preferred Interests   Impaired.  Deemed to reject.
                                     Est. Recovery: 0%

Class 16  Old Common Interests      Impaired.  Deemed to reject.
                                     Est. Recovery: 0%

Class 17  Old Delaware              Unimpaired.  Deemed to
          Funding Interests          accept.
                                     Est. Recovery: 100%

Class 18  Other Equity              Impaired.  Deemed to reject.
          Interests, if any          Est. Recovery: 0%

A combined hearing to consider the adequacy of the Disclosure
Statement and confirmation of the Plan is scheduled for
December 8, 2009, at 11:00 a.m. (prevailing Eastern time).

Any objections to the approval of the Disclosure Statement,
adequacy of the Disclosure Statement, or confirmation of the Plan
must be filed so as to be actually received no later than
4:00 p.m. (prevailing Eastern Time) on December 1, 2009.

                        About CIT Group

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

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

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

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

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


CIT GROUP: NYSE to Delist Securities Effective November 30
----------------------------------------------------------
The New York Stock Exchange LLC notified the Securities and
Exchange Commission of its intention to remove the entire class of
Common Stock, 6.350% Non-Cumulative Preferred Stock, Series A,
8.75% Non-Cumulative Perpetual Convertible Preferred Stock, Series
C, and Equity Units of CIT Group Inc. from listing and
registration on the Exchange at the opening of business on
November 30, 2009, pursuant to the provisions of Rule 12d2-2(b).

In the opinion of the Exchange, the Securities are no longer
suitable for continued listing and trading on the Exchange.  The
Exchange's action is being taken in view of CIT's November 1, 2009
announcement that its Board of Directors has voted to proceed with
voluntary filings for CIT Group Inc. and CIT Group Funding Company
of Delaware LLC with the U.S. Bankruptcy Court for the Southern
District of New York, pursuant to the Company's prepackaged plan
of reorganization that received the requisite levels of support
from the Company's debtholders.  The Company proceeded with these
voluntary filings on November 1, 2009.

Separately, conditions for consummating the Company's alternative
exchange offers were not met.  Accordingly, under the proposed
prepackaged plan of reorganization, all existing common and
preferred stock will be cancelled upon emergence.  As a result,
NYSE Regulation has determined that the Company is no longer
suitable for listing.

The Exchange, on November 2, 2009, determined that the Securities
of the Company should be suspended immediately from trading, and
directed the preparation and filing with the Commission of this
application for the removal of the Securities from listing and
registration on the Exchange.  The Company was notified by letter
on November 2, 2009.  Trading in the Securities on the Exchange
was suspended before the opening of the trading session on
November 3.

The Company had a right to appeal to the Committee for Review of
the Board of Directors of NYSE Regulation the determination to
delist its Securities, provided that it filed a written request
for such a review with the Secretary of the Exchange within 10
business days of receiving notice of delisting determination.  On
November 4, 2009, the Company stated it does not intend to contest
the suspension or delisting.

                        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.
S.D.N.Y. 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.

At September 30, 2009, CIT Group had $69,188,600,000 in total
assets against $64,067,700,000.  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: Hikes 2009 Pay for CFO and Global Markets Co-Head
----------------------------------------------------------------
The Personnel and Compensation Committee of the Board of Directors
of Citigroup Inc. approved on November 11, 2009, an increase in
the 2009 annual base salary for John Gerspach, Chief Financial
Officer, from $400,000 to $500,000, and for James Forese, Co-Head,
Global Markets, from $225,000 to $475,000, each in accordance with
the approval granted by the Office of the Special Master for TARP
Executive Compensation in the Determination Memorandum attached to
its October 22, 2009 letter to Citigroup.

The increases are effective retroactive to November 1, 2009.  The
Committee did not increase the 2009 annual base salary of Vikram
Pandit, Chief Executive Officer, which remains $1 per year, or of
Stephen Volk, Vice Chairman, which remains $500,000 per year.

The Committee also granted "stock salary" awards for fiscal year
2009, with values of $2,916,666, $5,433,333 and $3,400,000 for
Messrs. Gerspach, Forese and Volk, respectively, in accordance
with the approval granted by the Determination Memorandum.  No
award of "stock salary" was made to Mr. Pandit.  The "stock
salary" will be awarded in shares of Citigroup common stock issued
under the 2009 Citi Stock Payment Program.  Awards will be made
under the CSPP on November 30, 2009 to all executives who are
eligible to participate in the CSPP.  The number of shares of
common stock granted to the executives will be determined by
dividing the value of the award by the NYSE closing price on
November 30, 2009.  All awards made pursuant to the CSPP conform
to the terms for "stock salary" payments set forth in the
Determination Memorandum.

As with awards granted to all Citigroup executives under the CSPP,
the shares of Citigroup common stock awarded to Messrs. Gerspach,
Forese and Volk pursuant to the "stock salary" awards described
above will be immediately vested on the award date.  Except as to
shares withheld by Citigroup to satisfy tax withholding
obligations, all such shares can only be sold or transferred by
the executives in three equal annual installments beginning on
January 20, 2011, provided that if Citigroup repays its
obligations under the Troubled Asset Relief Program, or TARP, each
annual installment can be sold or transferred one year earlier.

All "stock salary" awards under the CSPP are subject to the
Emergency Economic Stabilization Act of 2008, as amended, and the
regulations or interpretations promulgated thereunder, as well as
the terms of the agreements between Citigroup and U.S. government.

                        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.


CITY OF BIRMINGHAM: Moody's Ups Special Care Bond Ratings to Ba3
----------------------------------------------------------------
Moody's has upgraded to Aaa/VMIG 1 from Ba3/S.G. the rating of the
Special Care Facilities Financing Authority of the City of
Birmingham's Variable Rate Demand Bonds (St. Martin's in the Pines
Project) Series 2007 ($17,810,000 outstanding) in conjunction with
the issuance of a confirming letter of credit provided by The
Federal Home Loan Bank of Atlanta to cover payments of principal,
interest and purchase price on the Bonds, effective November 18,
2009.  The CLOC is being issued as a confirmation to the letter of
credit currently provided by First Commercial Bank.

The long-term rating is based on the credit quality of First
Commercial Bank (First Commercial) as provider of the letter of
credit, the credit quality of the FHLB as provider of the CLOC,
and the structure and legal protections of the transaction, which
ensure timely payment of principal, interest and purchase price to
bondholders.  The short-term rating on the Bonds is based on the
structure and legal protections of the transaction, and the short-
term rating of the FHLB.

Moody's currently rates First Commercial Bank Ba3 for its long-
term obligations and Speculative Grade for its short-term
obligations.  Moody's currently rates The Federal Home Loan Bank
of Atlanta Aaa for its long-term obligations and P-1 for its
short-term obligations.

A payment default will only occur if both the FHLB and First
Commercial default on their obligations under their respective
letters of credit.  However, due to very high correlation among
entities in the banking/financial services sectors, the long-term
rating on the transaction reflects solely the long-term deposit
rating of the FHLB as the CLOC provider.

                 Interest Rate Modes And Payment

The Bonds will continue to bear interest in a weekly rate mode
following the effective date of the CLOC and pay interest on the
first day of each calendar quarter.  The first interest payment
date following the effective date of the CLOC will be February 1,
2010, and on each February 1, May 1, August 1, and November 1
thereafter.  The Bonds are subject to conversion, in whole, to
either a monthly rate mode or a fixed rate mode, and the Bonds
will be subject to mandatory tender on the date of any such
conversion.  Moody's rating covers the Bonds while they bear
interest in the weekly and monthly rate modes only.  If the Bonds
are converted to bear interest in a monthly rate mode, interest
will be paid on the first business day of each month.

                          Flow Of Funds

The trustee is instructed to draw under the LOC in accordance with
its terms for principal and interest on the business day prior to
each interest payment date, redemption date or maturity date of
the Bonds.  If the LOC bank fails to honor a drawing for principal
of or interest on the Bonds, or if the LOC is repudiated, then the
Bonds shall be subject to a mandatory tender in whole on the next
succeeding business day (i.e. the scheduled payment date).  On the
mandatory tender date, the trustee shall draw on the CLOC in
accordance with its terms for the full principal and interest due
on the Bonds.

The trustee is also instructed to draw under the LOC, in
accordance with its terms on the business day immediately prior to
each purchase date, for the full purchase price of any Bonds being
tendered pursuant to either an optional or a mandatory tender.  If
the LOC bank fails to honor such a drawing or if the LOC is
repudiated, then the Bonds shall be subject to a mandatory tender
in whole on the purchase date.  On the purchase date, the trustee
shall draw on the CLOC in accordance with its terms for the full
purchase price of the Bonds.

Bonds that are purchased by the LOC or CLOC bank due to a failed
remarketing are held by the trustee and will not be released until
the trustee has received written confirmation from the respective
bank stating that the LOC, or CLOC, as appropriate has been
reinstated in the amount of the purchase price drawn for such
Bonds.

                        Additional Bonds

The amended and restated trust indenture does not allow for the
issuance of additional Bonds.

         Letter Of Credit And Confirming Letter Of Credit

The LOC and CLOC are each sized for full principal plus 95 days of
interest at the maximum rate of 10% on the Bonds, and will provide
sufficient coverage for the Bonds while they are in the weekly and
monthly rate modes.  The LOC and CLOC are not sized to cover the
Bonds while they are in the fixed rate mode, and Moody's rating
does not apply to such Bonds.

The LOC is subject to the International Standby Practices 1998,
International Chamber of Commerce Publication No. 590 (the ISP98)
and the laws of the State of Alabama.  The CLOC is subject to the
International Standby Practices 1998, International Chamber of
Commerce Publication No. 590 (the ISP98), and the laws of the
State of Georgia.

  Draws On The Letter Of Credit And Confirming Letter Of Credit

Conforming draws under the LOC for the payment of principal,
interest and purchase price on the Bonds received by First
Commercial by 10:30 a.m., Birmingham, AL time, on a business day,
will be honored by First Commercial by 3:00 p.m., Birmingham, AL
time, on the same business day.

Conforming draws under the CLOC for the payment of principal,
interest and purchase price on the Bonds received by the FHLB by
11:00 a.m., Eastern time, on a business day, will be honored by
the FHLB by 3:00 p.m., Eastern time, on the same business day.

                    Reinstatement Of Interest

Draws for interest on the LOC will be automatically reinstated by
First Commercial at the close of business on the date such drawing
is honored.

Draws for principal and interest made under the CLOC will not be
reinstated.

           Events Of Default Under The Credit Agreement

First Commercial has the right to send a notice to the trustee
declaring that an event of default under the credit agreement has
occurred and directing the trustee to either accelerate the Bonds
or arrange for a mandatory purchase of the Bonds.  Upon its
receipt of a notice from First Commercial directing that the Bonds
be accelerated, the trustee shall immediately declare the Bonds
due and payable and shall draw under the LOC for the full
principal and accrued interest on the Bonds.  Interest on the
Bonds will cease to accrue on the date on which the Bonds are
declared accelerated.  Upon its receipt of a notice from First
Commercial directing a mandatory purchase of the Bonds, the
trustee shall arrange for such mandatory tender and purchase on a
business day not more than ten days following its receipt of the
bank's notice.

  Events Of Default Related To Payment Under The Trust Indenture

Additionally, the indenture contains events of default leading to
the immediate acceleration of the Bonds for the failure to make
payment of principal, interest or purchase price when due on any
Bond as such amounts become due and payable.

Expiration / Termination Of The Letter Of Credit And Confirming
                         Letter Of Credit

The LOC expires on the earliest to occur of: (i) the LOC bank's
honoring of the final drawing available under the LOC; (ii) the
LOC bank's receipt of notice from the trustee stating that (a) a
substitute LOC has been obtained by the trustee, or (b) no Bonds
remain outstanding; (iii) 15 days after the trustee's receipt of a
notice from the LOC bank stating that an event of default under
the credit agreement has occurred and directing the acceleration
of the Bonds or a mandatory purchase of the Bonds; or (iv) the
LOC's stated expiration date, August 8, 2012.

The CLOC expires on the earlier of: (i) its stated expiration
date, November 18, 2010; or (ii) the first business day following
the date on which the LOC terminates or expires pursuant to its
terms.

       Substitution Of The Letter Of Credit And Confirming
                         Letter Of Credit

Substitution of either the LOC or CLOC is permitted and requires a
mandatory tender of the Bonds on the effective date of any
substitute LOC or CLOC.  In addition, the trustee is required
under the terms of the indenture to receive written evidence from
each rating agency then rating the Bonds that the rating on the
Bonds will be neither reduced nor withdrawn as a sole result of
such substitution prior to accepting any alternate LOC or CLOC.

Any required draw for purchase price made in connection with an
LOC or CLOC substitution will be made under the existing LOC or
CLOC, as applicable, and the trustee is prohibited from
surrendering either instrument for cancellation unless the tender
draw has been honored.  The LOC terminates upon First Commercial's
receipt of a notice from the trustee stating that a substitute LOC
has gone into effect.  The CLOC will terminate on the first
business day following any date on which the LOC terminates
pursuant to its terms.

                         Optional Tenders

While the Bonds bear interest in the weekly or monthly rate modes,
bondholders may optionally tender their Bonds for purchase on any
business day with at least seven days prior notice to the trustee.
Bonds so tendered will be purchased from their owners at a price
of par plus interest accrued to the purchase date.

                       Mandatory Purchases

The Bonds are subject to mandatory tender upon: (i) any conversion
of the Bonds from one interest rate mode to another, including
conversions between the weekly and monthly rate modes; (ii) the
effective date of any substitute LOC or CLOC; (iii) five days
prior to the stated expiration date of the LOC; (iii) the interest
payment date immediately preceding, by at least two business days,
the stated expiration date of the CLOC; (iv) not more than ten
calendar days following the trustee's receipt of a notice from the
LOC bank stating that an event of default under the credit
agreement has occurred and directing the mandatory purchase of the
Bonds; and (v) the first business day following any date on which
the LOC bank fails to honor a conforming draw made under the LOC,
or on which the LOC bank's obligations under the LOC are
repudiated.

                      Mandatory Redemptions

The Bonds are subject to any mandatory redemption in whole within
90 days of a determination of taxability of the Bonds.  The
trustee shall draw under the LOC or CLOC, as applicable, for
moneys needed to fund any such mandatory redemption of the Bonds.

The most recent rating action taken on the Bonds was on April 23,
2009, when the rating on the Bonds was downgraded to Ba3/S.G.
from A2/VMIG 1.


CLAIRE'S STORES: Expects to Report 2.6% Drop in Q3 2009 Net Sales
-----------------------------------------------------------------
Claire's Stores, Inc., expects to report net sales of $324 million
for the third quarter ended October 31, 2009, a decrease of
$9 million, or 2.6%, compared to the 2008 third quarter.  The
decrease was attributable to the effect of stores closed in North
America at the end of fiscal 2008 and the first half of fiscal
2009, decreases in franchise sales and same store sales, and
foreign currency translation effect. Sales would have declined
1.9% excluding the impact from foreign currency translation.

Consolidated same store sales declined 0.3% in the 2009 third
quarter.  In North America, same store sales decreased 1.9%, with
sales at Claire's Icing stores increasing slightly during the
quarter.  European same store sales increased 2.3%.

Consolidated same store sales to date in November are running in
the negative low single digits.

Adjusted EBITDA in the 2009 third quarter is expected to be
between $52 million and $54 million compared to $45 million in the
2008 third quarter.  The Company defines Adjusted EBITDA as
earnings before interest, income taxes, gain from early debt
extinguishment, depreciation and amortization, excluding the
impact of transaction related costs incurred in connection with
its May 2007 acquisition and other non-recurring or non-cash
expenses, and normalizing occupancy costs for certain rent-related
adjustments.

The 2009 preliminary, unaudited third quarter results reflect
improved merchandise margin and continued achievement of cost
savings objectives from activities that were implemented in late
fiscal 2008 and early fiscal 2009.

At October 31, 2009, cash and cash equivalents were $165 million,
and $194 million continued to be drawn on the Company's Revolving
Credit Facility.  In addition, during the 2009 third quarter, the
Company paid $26 million to retire $28 million of Senior Toggle
Notes and $15 million Senior Subordinated Notes.

The Company expects to hold its regular quarterly conference call
when those results are released in December.  The Company plans to
file its 2009 third quarter on Form 10-Q on or before the due date
of December 15, 2009.

A full-text copy of the Company's preliminary earnings report is
available at no charge at http://ResearchArchives.com/t/s?49b4

Pembroke Pines, Florida-based Claire's Stores, Inc., is a
specialty retailer of value-priced jewelry and accessories for
girls and young women through its two store concepts: Claire's(R)
and Icing(R).  While the latter operates only in North America,
Claire's operates worldwide.  As of October 31, 2009, Claire's
Stores, Inc. operated 2,954 stores in North America and Europe.
Claire's Stores, Inc. also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 215 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 192
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

At August 1, 2009, the Company had $2.85 billion in total assets;
and $190.73 million in total current liabilities and $2.72 billion
in total long-term and other liabilities, resulting in
$60.10 million in stockholders' deficit.


CLARENDON ALUMINA: Moody's Junks Ratings on $200 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service downgraded the rating of Clarendon
Alumina Production Limited's $200 million of 8.5% senior unsecured
notes due 2021 to Caa1 from B2 consistent with the November 18,
2009 downgrade of the local currency bond rating of the Government
of Jamaica.  Similarly, consistent with the outlook on Jamaica's
local currency rating, the outlook on the notes is negative.

The ratings of CAP's $200 million of senior unsecured notes are a
function of Moody's rating methodology for government-related
issuers.  In accordance with Moody's GRI rating methodology, CAP's
Caa1 foreign currency debt rating reflects the combination of
these inputs: baseline credit assessment of 20 (on a scale of 1 to
21 where 1 represents the lowest credit risk); the Caa1 local
currency bond rating of the Government of Jamaica; high
dependence; and high government support.  The high support factor
considers the unconditional and irrevocable guarantee provided by
the GOJ and that the government in recent years has provided funds
to enable CAP to meet various obligations.  The high dependence
factor reflects CAP's need for funds from the government on an
ongoing basis, the challenges it would face operating
independently without that funding, and the level of correlation
of default risk between CAP's $200 million of senior unsecured
notes and the Government of Jamaica.

On a standalone basis, Moody's maintains CAP's baseline credit
assessment of 20 to reflect Moody's view that the adequacy of
financial information is insufficient to maintain a standalone
rating (final, approved audited financial statements have not been
provided for the year ending March 31, 2008).  In addition, the
BCA reflects the high cost position, history of ongoing losses,
leveraged capital structure, and unfavorable long-term contracts
with subsidiaries of Glencore International AG (Baa2/negative).
Moody's believes CAP could not support its current capital
structure as a standalone entity.

The actions included:

  -- $200 million 8.5% guaranteed senior unsecured notes, due
     2021, lowered to Caa1 from B2

  -- Outlook changed to negative from stable

Moody's previous rating action on Clarendon Alumina Production
Limited was on March 4, 2009, when the senior unsecured note
rating was lowered to B2 from Ba2.

Headquartered in Kingston Jamaica, CAP is 100% owned by the
Government of Jamaica.  CAP holds a 45% interest, as a co-tenant
in common, in the assets of Jamalco, a joint venture with Alcoa
Minerals of Jamaica, a Delaware, USA limited liability company.
AMJ is owned by Alcoa World Alumina LLC and Alcoa Caribbean
Alumina Holdings, LLC.  These two companies are indirectly wholly
owned 60% by Alcoa, Inc., and 40% by Alumina Ltd.


CLUB AT WATERFORD: Misses Deadline, Court Dismisses Ch. 11 Case
---------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas dismissed the Chapter 11 case of The
Club at Waterford, LP.  The ruling was entered after the Company
failed to file a request to convert the case to Chapter 7 by the
Nov. 9, 2009 deadline set by the Court.

Based in Marble Falls, Texas, The Club at Waterford, LP, is a
single real estate debtor.  The Company filed for bankruptcy
protection on Oct. 6, 2008 (Bankr. W.D. Tex. Case No. 08-11925).
Joseph D. Martinec, Esq., at Martinec, Winn, Vickers & McElroy,
P.C., represented the Debtor in its restructuring effort.  When
the Debtor filed for protection from its creditors, it listed
assets of between $50 million and $100 million, and debts of
between $10 million and $50 million.


COTT CORP: Closes $215 Million 8.375% Senior Note Offering
----------------------------------------------------------
Cott Corporation's wholly owned subsidiary, Cott Beverages Inc.,
on November 13, 2009, closed its private placement of $215 million
in aggregate principal amount of 8.375% senior notes due 2017,
resulting in net proceeds to Cott Beverages of approximately
$206.6 million.

The New Notes have not been registered under the Securities Act of
1933, as amended, or any state securities laws and, unless so
registered, may not be offered or sold in the United States except
pursuant to an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws.

Cott Beverages accepted for purchase $236.7 million aggregate
principal amount of its 8.0% senior subordinated notes due 2011,
or 95.35% of the total outstanding, which were validly tendered
prior to the early tender deadline of 5:00 p.m., New York City
time, on November 12, 2009, pursuant to Cott Beverages' cash
tender offer and consent solicitation.

Cott Beverages' total obligations for the Tender Offer equal
$245.7 million.  Cott Beverages used all of the net proceeds from
the offering of the New Notes, together with cash on hand, and
borrowings under its asset based lending facility to pay the total
obligations.

Cott Beverages received consents (coupled with tenders) from
holders of at least 75% in principal amount of its 8.0% Notes to
adopt the proposed amendments to the 8.0% Notes.  A supplemental
indenture effecting the proposed amendments has been executed, but
such proposed amendments will only become operative simultaneously
upon the acceptance for payment of all 8.0% Notes that are validly
tendered (and not previously withdrawn).

The Tender Offer will expire at 12:00 midnight, New York City
time, on November 27, 2009, unless extended or earlier terminated.
Those who tender their 8.0% Notes prior to the expiration of the
Tender Offer will receive any accrued and unpaid interest on the
8.0% Notes up to, but not including, the payment date, but only
those who tendered their 8.0% Notes prior to the Early
Participation Payment Deadline received an early tender premium of
$30.00 per $1,000 principal amount of the 8.0% Notes.

On November 3, 2009, Cott, Cott Beverages and certain subsidiaries
of the Company, as guarantors, entered into a purchase agreement
with certain initial purchasers for the private placement offering
of the New Notes.  The Initial Purchasers are:

                                            Principal Amount
                                            of Notes to be
     Initial Purchasers                     Purchased
     ------------------                     ----------------
     Barclays Capital Inc.                     $90,515,000
     Deutsche Bank Securities Inc.              79,120,000
     J.P. Morgan Securities Inc.                45,365,000
                                            ----------------
                     Total                    $215,000,000

A full-text copy of the purchase agreement is available at no
charge at http://ResearchArchives.com/t/s?49b5

The New Notes are governed by an Indenture dated as of
November 13, 2009, between the Company, Cott Beverages, certain
subsidiary guarantors and HSBC Bank USA, National Association, as
trustee.  The New Notes bear interest at a rate of 8.375% per
year, payable semi-annually in arrears in cash on May 15 and
November 15 of each year, beginning May 15, 2010.  The New Notes
will mature on November 15, 2017.

Prior to November 15, 2012, Cott Beverages may redeem up to 35% of
the aggregate principal amount of the New Notes with the proceeds
of certain equity offerings at a redemption price of 108.375% of
the principal amount thereof, plus accrued and unpaid interest and
additional interest, if any, to the redemption date.  At any time
prior to November 15, 2013, Cott Beverages may redeem some or all
of the New Notes at a redemption price equal to the principal
amount of the New Notes redeemed, plus any accrued and unpaid
interest and additional interest, if any, to the date of
redemption, plus a make-whole premium.  Cott Beverages may redeem
the New Notes at its option, in whole or in part, on or after
November 15, 2013, at redemption prices of 104.188% and 102.094%
of the principal amount thereof if the redemption occurs during
the 12-month periods beginning on November 15, 2013, and
November 15, 2014, respectively, and at a redemption price of 100%
of the principal amount thereof on and after November 15, 2015, in
each case plus accrued and unpaid interest and additional
interest, if any, to the redemption date.  If a change of control
of the Company occurs, each holder shall have the right to require
that Cott Beverages repurchase all or a portion of such holder's
New Notes at a purchase price of 101% of the principal amount
thereof, plus accrued and unpaid interest and additional interest,
if any, to the date of repurchase.

The New Notes and the subsidiary guarantees are senior to all of
Cott Beverages's, the Company's and its guarantor subsidiaries'
existing and future subordinated indebtedness.  The New Notes rank
equal in right of payment to all of Cott Beverages's and the
Company's and its guarantor subsidiaries' other existing and
future unsubordinated indebtedness, including indebtedness under
the Company's credit facilities.  The New Notes are effectively
subordinated in right of payment to all of Cott Beverages's, the
Company's and its guarantor subsidiaries' secured indebtedness to
the extent of the value of the assets securing such indebtedness,
including obligations under the Company's existing asset based
lending facility, which are secured by substantially all of the
assets of Cott Beverages, the Company and its guarantor
subsidiaries.

In connection with the sale of the New Notes, Cott Beverages, the
Company and its subsidiary guarantors entered into a registration
rights agreement, dated as of November 13, 2009, with the Initial
Purchasers.  Cott Beverages, the Company and its subsidiary
guarantors have agreed to file a registration statement with
respect to an offer to exchange the New Notes for a new issue of
substantially identical notes registered under the Securities Act
of 1933, as amended, to cause the exchange offer registration
statement to be declared effective and to consummate the exchange
offer no later than November 15, 2010.  Cott Beverages, the
Company and its subsidiary guarantors may be required to provide a
shelf registration statement to cover resales of the New Notes
under certain circumstances.  If the obligations are not
satisfied, Cott Beverages may be required to pay holders of the
New Notes additional interest at a rate of 0.25% per annum of the
principal amount thereof for 90 days immediately following the
occurrence of any registration default.  The amount of additional
interest will increase by an additional 0.25% per annum of the
principal amount thereof with respect to each subsequent 90-day
period until all registration defaults have been cured, up to a
maximum amount of additional interest of 0.50% per annum of the
principal amount thereof.

On November 13, 2009, Cott Beverages entered into a supplemental
indenture to the indenture governing the 8.0% Notes, dated as of
December 21, 2001, between the Company, Cott Beverages, certain
subsidiary guarantors identified therein and HSBC Bank USA,
National Association, as trustee.  The Supplemental Indenture
amends the 8.0% Indenture to eliminate or modify substantially all
of the restrictive covenants and related provisions in the 8.0%
Indenture, as well as certain events of default.  The Amendments
include eliminating these covenants: (i) requirements to pay
taxes, (ii) limitations on the Company to use defenses against
usury; (iii) limitation on restricted payments, (iv) limitation on
payment of dividends and other payment restrictions affecting
subsidiaries, (v) limitations on incurrence of indebtedness and
issuance of preferred stock, (vi) limitations on affiliate
transactions, (vii) limitations on liens, (viii) limitations on
the businesses in which the Company and its subsidiaries may
engage, (ix) requirements to preserve corporate existence, (x)
limitations on ability to incur subordinated debt that is senior
to the notes, (xi) requirements relating to the addition of
acquired or created domestic subsidiaries, (xii) limitations on
payments for consent from holders of Notes, (xiii) limitations on
sale and leaseback transactions, (xiv) certain requirements
relating to mergers, consolidation and sale of assets with respect
to the Company, (xv) limitations on asset sales and requirements
to repurchase the 8.0% Notes with excess proceeds thereof; and
(xvi) requirements to purchase the 8.0% Notes upon a change of
control.

                         About Cott Corp.

Cott Corporation (NYSE:COT; TSX:BCB) is one of the world's largest
non-alcoholic beverage companies and the world's largest retailer
brand soft drink provider.  In addition to carbonated soft drinks,
Cott's product lines include clear, still and sparkling flavored
waters, juice-based products, bottled water, energy drinks and
ready-to-drink teas.  Cott operates in five operating segments --
North America, United Kingdom, Mexico, Royal Crown International
and All Other, which includes its Asia reporting unit and
international corporate expenses.  Cott closed its active Asian
operations at the end of fiscal year 2008.

As of September 26, 2009, Cott had $878.2 million in total assets
against $496.4 million in total liabilities.  As of June 27, 2009,
Cott had $927.6 million in total assets and $609.5 million in
total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on September 7, 2009,
Moody's Investors Service upgraded Cott's Corporate Family Rating
and Probability of Default rating to B3 from Caa1, and the rating
on the $275 million senior sub notes due 2011 to Caa1 from Caa2.
The speculative grade liquidity rating was affirmed at SGL-3.  The
rating outlook is stable.


COUDERT BROTHERS: Statek Appeals Denial Of $85M Claim
-----------------------------------------------------
According to Law360, Statek Corp. is appealing the Bankruptcy
Court's ruling disallowing its $85 million claim against Coudert
Brothers LLP stemming from allegations that the law firm breached
its fiduciary duty in failing to uncover the fraudulent activities
of two individuals who looted Statek in the 1990s.

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtor
in its restructuring efforts.  The U.S. Trustee for Region 2
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee of Unsecured Creditors.  In its schedules of assets and
debts, Coudert listed total assets of $29,968,033 and total debts
of $18,261,380.

The Bankruptcy Court in August 2008 signed an order confirming
Coudert Brothers LLP's chapter 11 plan.  The Plan contemplated on
paying 39% to unsecured creditors with $26 million claims.


DELTA AIR: JAL Investment Won't Affect Moody's 'B2' Rating
----------------------------------------------------------
Moody's Investors Service said Delta Air Lines, Inc.'s potential
investment along with other SkyTeam partners in Japan Airlines
International Co., Ltd. (Caa1 on review for possible downgrade)
does not affect Delta's B2 Corporate Family rating at this time.

The last rating action on Delta was on November 18, 2009, when
Moody's rated the Class A and Class B Certificates of the Delta
Air Lines 2009-1 Pass Through Trust at Baa2 and Ba2, respectively.

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's largest airline, providing scheduled air transportation
for passengers and cargo throughout the U.S. and around the world.


DELTA AIR: Moody's Assigns 'Ba2' Rating on $120 Mil. Certs.
-----------------------------------------------------------
Moody's Investors Service assigned Baa2 and Ba2 ratings to the
about $569 million of Class A and about $120 million of Class B
Pass Through Certificates, respectively, of the 2009-1 Pass
Through Trusts to be issued by Delta Air Lines, Inc.  The
transaction documentation provides for the possible issuance of
one additional subordinated tranche of certificates at any time
after the Deposit Period Termination Date.  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
Delta 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 twenty-two aircraft
presently financed by Delta's 2000-1 Enhanced Equipment Trust
Certificates, which mature in November 2010 and the five 2009
deliveries that round out the 2009-1 collateral pool.

                         Rating Rationale

The ratings of the Certificates consider the credit quality of
Delta 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
Delta States Code.  The assigned ratings of Baa2 and Ba2 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 December 17, 2019, for the A tranche and
December 17, 2016, for the B tranche, each the final maturity
dates.  "Similar to the EETC's of other U.S. airlines that have
recently come to market, Moody's believes that the cross-default
feature increases the likelihood of affirmation by Delta of its
obligations under the Equipment Notes as the majority of the
aircraft types that comprise this transaction are core to Delta's
mainline operations and fleet strategy," 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 Delta in the
event of a bankruptcy event and pursuant to the provisions of the
Code.  Moody's notes that the five 2009 deliveries represent about
50% of the appraised value of the 27 aircraft in the pool.

Any combination of future changes in the underlying credit quality
or ratings of Delta, 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 2009-1 EETC's

The proceeds of the Certificates will initially be held in escrow
and deposited with the Depositary, The Bank of New York Mellon
(short-term rating of P-1), until the issuance of each of the
twenty-seven equipment notes upon the refinancing of the 2000-1
EETC or the 2009 vintage aircraft.  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 27 Boeing aircraft, all owned by
Delta: ten B737-800's, nine B757-200's, and three B767-300ER's
presently pledged to the 2000-1 EETC and two B737-700's and three
B777-200LR's delivered new in 2009.

The Certificates issued to finance the aircraft are not
obligations of, nor are they guaranteed by Delta.  However, the
amounts payable by Delta 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 Delta 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 Delta fails to pay its obligations under the Notes, the
collateral trustee has the right to repossess any aircraft which
have been rejected by Delta.  Scheduled interest payments on the
Certificates will be supported by the respective A tranche and B
tranche liquidity facilities sized to pay up to three respective
consecutive semi-annual interest payments in the event Delta
defaults on its obligations under the Notes.

The liquidity facilities do 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 Natixis S.A. via its New York Branch (Moody's short-
term rating of P-1).  The liquidity provider has a priority claim
on proceeds from liquidation of the aircraft or 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 2009-1 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 other aircraft.  Importantly,
all surplus proceeds are retained until maturity of the Equipment
Notes financing or the indentures are cancelled.

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.  At 27 aircraft, the collateral pool is sizeable and
the models diverse.  These two factors result in a meaningful LTV
benefit.  That the included models are integral to Delta's short-
and long-haul routes and are mostly the younger equipment in its
combined mainline fleet supports the likelihood of affirmation by
Delta 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.
Moody's believes that the inclusion of the five 2009 deliveries
increases the value of the cross-collateralization feature of this
EETC because the appraised value of these five aircraft represents
approximately fifty percent of the aggregate value of collateral
pool.

The last rating action was on September 22, 2009, when Moody's
assigned ratings to Delta's new credit facility and secured notes
offerings.

Assignments:

Issuer: Delta Air Lines, Inc.

  -- Senior Secured Enhanced Equipment Trust, Assigned Ba2
  -- Senior Secured Enhanced Equipment Trust, Assigned Baa2

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's largest airline, providing scheduled air transportation
for passengers and cargo throughout the U.S. and around the world.


DENNY HECKER: Held in Contempt for Failing to Submit Reports
------------------------------------------------------------
Judge Robert Kressel held Denny Hecker -- the owner of bankrupt
Advantage Rent A Car chain which filed in December and who himself
filed for bankruptcy in June -- in contempt of court Wednesday for
failing to turn over his financial records in a timely manner.

Dee DePass at Star Tribune in Minneapolis-St. Paul reports the
Court told Mr. Hecker to $660 in attorneys fees and gave him until
noon Monday to produce the documents requested months ago by
bankruptcy trustee Randy Seaver.  The documents include bank
records, wire transfers, tax records, documentation of cash and
gifts to girlfriend Christi Rowan, lodging, travel and other
expense documents, utility bills for two of Hecker's mansions, and
accounting ledgers for Hecker's Northstate Financial Corp., New
Dimension Advisors and Inver Grove Investments, according to Star
Tribune.

According to Star Tribune, Bill Skolnick, Esq., who represents Mr.
Hecker, said the delay was due to the sheer volume of documents
requested and the cost associated with copying records plus at
least 30,000 e-mails.  Mr. Skolnick said he offered to return
Hecker's attorneys fees so that he would have the money to pay for
copying.  He also told Judge Kressel he was doing his best,
considering that he and Mr. Hecker are dealing with a complicated
bankruptcy case, Mr. Hecker's divorce and 12 other lawsuits.

"The order is the order, and you have to comply with it and should
have," Mr. Kressel responded, the Star Tribune relates. "Standing
there now saying it's complicated is not much of an excuse."

Ms. DePass says of particular issue was a disk of internal e-mails
that Mr. Hecker's former executive assistant, Cindy Bowser,
secretly copied and gave to Mr. Hecker's creditor Chrysler
Financial Corp.  According to Mr. Skolnick, the data was stolen,
and it contained information protected by attorney-client
privilege and that it should be returned.

Mr. Hecker held $767 million in debt when he filed for bankruptcy.

                  About Advantage Rent A Car

Advantage Rent A Car -- http://www.advantage.com-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations.  It is privately held by Denny Hecker Family
Ventures, with headquarter operations in Minneapolis.  Advantage
serves travel and leisure, lifestyle, business, government and
insurance replacement rentals.  The Hecker group of companies
include automobile dealerships, leasing, daily automobile and
motorcycle rental, commercial, and residential real estate
development, aviation, hospitality, and technology.

As reported by the Troubled Company Reporter on Dec. 10, 2008,
Advantage Rent A Car filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Minnesota.

On April 14, 2009, the TCR said Hertz Global Holdings, Inc.,
completed its $33 million acquisition of Advantage Rent A Car's
assets.


DOLLAR THRIFTY: Closes Sale of 862,500 Shares of Common Stock
-------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., on November 17, 2009,
completed the issuance and sale of 862,500 shares of the Company's
common stock, par value $0.01 per share, pursuant to the option
granted to the underwriters to purchase additional shares of
common stock granted under the Terms Agreement dated October 28,
2009, between the Company and several underwriters.  The exercise
of the option brings the total shares of common stock sold by the
Company to 6,612,500 shares.

The Company estimates that the net proceeds from the offering of
the 6,612,500 shares will be roughly $120 million, after deducting
underwriting discounts and commissions and estimated offering
expenses.

On November 11, 2009, DTAG said the underwriters have exercised in
full their option to purchase an additional 862,500 shares of
common stock at a public offering price of $19.25 per share.  The
Company said it intends to use the net proceeds from the sale of
the 6,612,500 shares, which are expected to be roughly
$120 million, for general corporate purposes.

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. served as
joint book-running managers for the offering.

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is
headquartered in Tulsa, Oklahoma.  The Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve value-conscious travelers
in over 70 countries.  Dollar and Thrifty have over 600 corporate
and franchised locations in the United States and Canada,
operating in virtually all of the top U.S. and Canadian airport
markets.  The Company's roughly 6,400 employees are located
mainly in North America, but global service capabilities exist
through an expanding international franchise network.

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

                         *     *     *

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


DONALD HUGHES: To Restructure Under Chapter 11 Bankruptcy
---------------------------------------------------------
Donald C. Hughes General Contractor Inc. sought protection from
its creditors under Chapter 11, citing assets and debts of between
$1 million to $10 million, according to Tampa Bay Business
Journal.

The Company, the source says, has been facing several foreclosures
in recent months.  The houses that the Company built traded well
until the residential market collapsed.

A couple has sued the Company claiming that the house it built was
unsafe and, in turn, the Company sued subcontractors on the house,
source relates.

Donald C. Hughes General Contractor Inc. operates a homebuilding
company.


DREENA MARIE DE SILVA: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Dreena Marie De Silva
        1025 South Burnside Avenue
        Los Angeles, CA 90019

Bankruptcy Case No.: 09-42475

Chapter 11 Petition Date: November 18, 2009

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

Debtor's Counsel: Jerome S. Cohen, Esq.
                  3731 Wilshire Blvd, Ste 514
                  Los Angeles, CA 90010
                  Tel: (213) 388-8188
                  Fax: (213) 388-6188
                  Email: jsc@jscbklaw.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 $1,024,541
and total debts of $1,281,258.

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

           http://bankrupt.com/misc/cacb09-42475.pdf

The petition was signed by Ms. De Silva.


DRUG FAIR: Seeks Plan Exclusivity Through March 18
--------------------------------------------------
Drug Fair Group Inc. asks the Bankruptcy Court to extend its
exclusive period to propose a Chapter 11 plan until March 18.  The
Debtor's request for a second extension is scheduled for hearing
December 7.

In June, the Official Committee of Unsecured Creditors reached a
settlement with the secured lenders intended to allow a
distribution to unsecured creditors.

In July, Drug Fair received approval from the Bankruptcy Court of
an agreement to pay off claims of long-term lenders owed $22.4
million.  The agreement reached by Drug Fair, lenders' agent
Fortress Credit Corp. and the official committee of unsecured
creditors, releases the lenders from "any and all claims" relating
to the bankruptcy estate.  The Committee has agreed to withdraw
its complaint asserting that the Debtors' prepetition lenders did
not have valid security interests in leases to stores sold to
Walgreen Co. in exchange for distributions under a liquidating
plan for Drug Fair.

The settlement provides that from the $14.9 million sale proceeds
held in escrow, the lenders will receive $12.4 million, $1.26
million will be reserved to pay administrative expenses and $1.24
million will be held for unsecured creditors under a plan.

The settlement also provides releases to Sun CDI, LLC and HIG Sun
Partners, which are participants in the term loan.

                      About Drug Fair Group

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc., operates pharmacies and general
merchandise stores in northern and central New Jersey.  The
Company, with stores in central and northern New Jersey, is
indirectly owned by Sun Capital Partners Inc., a private-equity
investor based in Boca Raton, Florida.

Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on
March 18, 2009 (Bankr. D. Del. Lead Case No. 09-10897).  Domenic
E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, represent the Debtors in their
restructuring efforts.  Warren J. Martin, Jr., Esq., and Brett S.
Moore, Esq., at Porzio Bromberg & Newman, P.C., represent the
official committee of unsecured creditors as counsel.  Norman L.
Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., represent the creditors committee
as Delaware counsel.  J.H. Cohn LLP is the creditors committee's
financial advisors and forensic accountants.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice and claims agent.  The
Debtors listed assets of $50 million to $100 million and debts of
$100 million to $500 million.

After commencing the Chapter 11 cases, the Debtors began going out
of business sales at approximately 24 locations.  On April 27,
2009, the Court approved the sale of 31 remaining stores to
Walgreen Co. for about $54 million.  The Debtors are winding down
assets not included in the transactions.


E3 BIOFUELS: To Auction Nebraska Ethanol Plant on December 3
------------------------------------------------------------
Craig A. Johnson at Ethanol Producer Magazine reports that a
production facility of E3 Biofules LLC in Mead, Nebraska, will be
auctioned on Dec. 11, 2009.  Bids for the company's ethanol
facility must be submitted on Dec. 2, 2009, Mr. Johnson says.

Rob Carringer of CRG Partners Group is assisting the Company for
the sale of its facility, Mr. Johnson notes.

Shawnee, Kansas-based E3 BioFuels LLC --
http://www.e3biofuels.com/-- produces ethanol and is a subsidiary
of Earth, Energy & Environment LLC.  It was founded by chief
executive officer Dennis Langley.  E3 BioFuels projects, including
the Genesis plant in Mead, Nebraska, are owned exclusively by E3
BioFuels-Mead LLC, an affiliate.  The Mead plant opened in June,
and was hailed as a model for improving the environment and for
fighting global warming.  It is the first plant to have a "closed-
loop" system, which uses manure from 28,000 head of cattle in a
nearby feedlot to make methane that fueled the plant.  Distillers
grain, a byproduct of ethanol production, was then fed to the
cattle.


ERICKSON RETIREMENT: Committee Asserts Interest on Deposits
-----------------------------------------------------------
Erickson Retirement Communities LLC and its units previously
sought permission to escrow all initial entrance deposits received
from the residents postpetition.  Vincent P. Slusher, Esq., at DLA
Piper LLP, in Dallas, Texas, disclosed that at the October 29,
2009 Escrow Motion hearing, the Debtors indicated the need to
expand the Escrow Motion to respond to additional concerns from
regulators and other parties in their Chapter 11 cases, including
National Senior Campuses, Inc., who represents the not-for-profit
organizations that operate the campuses.  Moreover, responses
received from state regulators indicate that they require
additional protections to residents and potential residents.

The Court granted the Initial Escrow Motion, but determined that
the additional protections sought by the Debtors would require a
subsequent hearing.

Mr. Slusher informs the Court that the Debtors had conversations
with state regulators regarding the protections proposed under
the Escrow Motion as well as additional protections.  The
Debtors, with the input of state regulators and NSC, determined
that additional protections are required to protect the
residents' Initial Entrance Deposits.

By this motion, the Debtors ask the Court to approve these
additional protections for the Initial Entrance Deposits:

  (i) Resident and Care Agreements must be amended with an
      addendum providing that residents will be entitled to
      refunds of their Initial Entrance Deposits, to the extent
      deposited in an escrow account during the pendency of the
      Debtors' Chapter 11 cases if they elect to leave their
      continuing care retirement communities.

(ii) The Escrow Agent designated by the Debtors will be
      required to return the Initial Entrance Deposits in the
      escrow account to the residents who had made those
      payments should any transaction involving a Debtor
      Landowner occur that results in a closure of any CCRC.

(iii) The Escrow Agent will be required to immediately turn over
      to the DIP Lender all Initial Entrance Deposits held in
      the Escrow Account, which Initial Entrance Deposits will
      be applied by the DIP Lender to satisfy the individual
      Debtors' obligations under the DIP financing loan
      documents or cash collateral orders, as applicable,
      without further order of the Court.

      Any remaining sums of the Initial Entrance Deposits held
      in the Escrow Account will be turned over to the
      applicable prepetition lender agent and applied to the
      Debtors' obligations under their Construction Loan, upon
      the earlier of: (1) a disposition of the assets of the
      Debtor Landowner; or (2) the confirmation of a plan of
      reorganization, and subject to the Court's order on the
      Debtors' DIP Financing.

According to Mr. Slusher, the Debtors recently received
$1,000,000 in Initial Entrance Deposits.

The Debtors believe that the proposed modifications of the IED
protection provisions are critical to obtaining new Initial
Entrance Deposits pending confirmation of a plan in their Chapter
11 cases.

In response, the Official Committee of Unsecured Creditors said it
is generally supportive of the Debtors' efforts to bring comfort
to the regulators of the Debtors' campuses and to residents who
are placing significant Initial Entrance Deposits while the
Debtors are in Chapter 11.  However, the Committee believes that
administrative agents to prepetition loans of the Debtors are not
entitled to a first priority lien on, or to receive any proceeds
of, the postpetition Initial Entrance Deposits ahead of unsecured
creditors.

"The Initial Entrance Deposits are a significant asset of the
Debtors' estates, and the order on the Motion to Escrow Initial
Entrance Deposits contains language impermissibly limiting
unsecured creditors' interests in estate assets outside of a plan
of reorganization," Samuel M. Stricklin, Esq., at Bracewell &
Giuliani LLP, in Dallas, Texas, counsel to the Committee asserts.

Thus, the Committee asks the Court that the Escrow Order and the
proposed order to the Additional Protections Motion be amended to
eliminate:

  (a) the provisions granting the Prepetition Agents (i) a first
      priority lien on postpetition Initial Entrance Deposits;
      and (ii) a payment priority with respect to postpetition
      Initial Entrance Deposits ahead of unsecured creditors;
      and

  (b) the language in the Proposed Order granting the DIP
      Lenders a payment priority with respect to the proceeds of
      the IEDs.

The Committee further asks the Court to grant it the right to
receive all accounting and other financial information provided
to the Prepetition Agents under the Escrow Order.

Aside from the Committee, PNC Bank, National Association, Bank of
America, N.A., and Capmark Finance, Inc., and Wells Fargo Bank
National Association objected to the Debtors' Motion for
Additional Protections to Initial Entrance Deposits.  The Debtors
later said that with the exception of the Committee's objection, a
revised proposed order resolves all objections to the Additional
Protections Motion.

As to the Committee's Objection, to the extent the postpetition
Initial Entrance Deposits are not proceeds of the Prepetition
Agents' collateral, the Committee will have until the end of the
Debtors' Chapter 11 cases to prove that assertion, counsel to the
Debtors said.

                      About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Files Joint Plan of Reorganization
-------------------------------------------------------
Erickson Retirement Communities, LLC, and its 15 debtor
affiliates presented to the U.S. Bankruptcy Court for the
Northern District of Texas a Joint Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on
November 12, 2009.

According to ERC Executive Vice President and General Counsel
Gerald Doherty, the Plan embodies a master sale and purchase
agreement among ERC; Redwood-ERC Senior Living Holdings, LLC or
"Redwood"; Redwood-ERC Management LLC or "ManagementCo"; Redwood-
ERC Development, LLC or "Devco"; Redwood-ERC Properties, LLC or
"Propco"; Redwood-ERC Kansas, LLC; and Kansas Campus, LLC dated
October 19, 2009.

The Plan was developed through extensive negotiations between the
Debtors, the Debtors' financial advisors, Redwood, and the
Debtors' lenders, Mr. Doherty avers.

                   Redwood Purchase Transaction

The Plan contemplates Redwood's acquisition of substantially all
assets relating to ERC's business for $105 million, free and
clear of all liens and liabilities.  The assets to be acquired
include:

  1. Intellectual property owned or used by ERC in its
     business;

  2. Certain contracts and all personal property owned or used
     by ERC in its business;

  3. All original books and records relating to the Debtors'
     business;

  4. All of the Company's right, title, and interest in certain
     Notes, which include:

        -- a Working Capital Promissory Note dated June 30, 2008
           in the principal amount of $14,032,807 made by
           Brooksby Village, Inc. in favor of ERC;

        -- a Purchase Money Note dated June 30, 2008, amounting
           to $19,715,086 made by Brooksby Village, Inc. in
           favor of Senior Living Limited Partnership;

        -- a Purchase Money Note for $2,698,039 made by
           Riderwood Village, Inc., in favor of Senior Living
           Limited Partnership; and

        -- a Working Capital Promissory Note dated December 31,
           2007 for $5,000,000 made by Riderwood Village, Inc.
           in favor of ERC;

  5. Cash and cash equivalents not to exceed $10,000,000;

  6. Permits, to the extent transferrable pursuant to applicable
     law;

  7. Causes of action and rights of recovery related, including
     avoidance actions arising under the Bankruptcy Code;

  8. Insurance policies;

  9. Certain employee benefit plans;

10. Furnishings, furniture, supplies, tools, machinery,
     monitoring and other equipment and other personal property
     and fixed assets; and

11. Escrowed initial escrow deposits with respect to
     Tallgrass Creek, Inc.'s campus.

Assets excluded from the contemplated Redwood sale are:

  1. Cash and cash equivalents in excess of $10,000,000;

  2. A building owned by ERC located at 5525 Research Park
     Drive, in Baltimore, Maryland;

  3. Equity securities of, and other ownership interests of any
     kind in, affiliates of ERC other than the Debtor Landowners
     Ashburn Campus, LLC, Concord Campus, L.P., Concord Campus
     GP, LLC, Dallas Campus, LP, Dallas Campus GP, LLC, Houston
     Campus, L.P., Littleton Campus, LLC, Novi Campus, LLC,
     Senior Campus Services, LLC, Warminster Campus, L.P., and
     Warminster Campus GP, LLC.; and non-debtor landowner Tinton
     Falls Campus II, LLC;

  4. All contracts excluded from the Master Sale and Purchase
     Agreement, which contracts will be rejected by the
     applicable Debtor in bankruptcy;

  5. The organizational documents and minute books of ERC and
     excluded affiliates of the Debtors;

  6. Permits and residents' records, if any, that ERC is
     prohibited by applicable law from transferring to
     ManagementCo;

  7. Personnel records for the Debtors' employees to whom
     Redwood has not made an offer of employment; and

  8. ERC's Growth Participation Plan, an employee compensation
     plan based on the future growth of ERC.

Redwood is to pay the $105 million purchase price in cash at
closing.  Redwood increased its original purchase price of
$100 million by $5 million for payment to National Senior
Campuses, Inc., to true-up certain advances paid and professional
fees incurred by NSC and not-for-profits supported by the NSC
during the restructuring period.

The Assets to be purchased at Closing will be subject to the
Debtor Landowners' project debt which will be assumed by the
applicable Landowners prior to PropCo's acquisition of the
Transferred Landowners and the Tallgrass Creek Campus.  The
Purchase Price will be reduced by the amount, if any, by which
the Cash and Cash equivalents included in the Purchased Assets
are less than $10,000,000.  The Purchase Price plus ERC's
distributable Cash and Cash equivalents on hand at Closing will
be available for distribution to holders of claims and NSC
Payment.

Redwood specifically formed "acquisition companies" for the
acquisition of ERC's assets.  They are Redwood ManagementCo,
Redwood DevCo, Redwood PropCo and Redwood Kansas.  The MSPA
specifically provides for these transactions:

  (a) ERC will transfer to PropCo all its limited liability
      company interests in and assets of the Transferred
      Landowners and substantially all of the assets of Kansas
      Campus, which holds property or assets in connection with
      a current or planned campus.  PropCo's sole business will
      be the ownership of those Campuses.  PropCo will have one
      class of equity interests: PropCo Common Interests.
      Redwood will own 100% of the PropCo Common Interests.
      PropCo will be managed by a board of managers consisting
      of representatives of holders of PropCo Common Interests.

  (b) DevCo will be formed to enter into exclusive New
      Development Agreements with certain of the Debtor
      Landowners with a term of at least 7 years or assume
      existing development agreements.  Redwood will own 100% of
      DevCo's common interests.  DevCo will be managed by a
      board of managers consisting of representatives of one or
      more holders of DevCo Common Interests.

  (c) ManagementCo will be formed to:

       -- acquire ERC's goodwill, personal and ongoing business
          relationships, trade secrets, and know-how; and

       -- knowledge in connection with ERC's business of
          providing management services with respect to the
          Debtors' campuses, as well as other assets related to
          the management aspect of the Debtors' business.

      ManagementCo will enter into New Management Agreements
      with certain Campuses, which New Management Agreements
      will have a minimum term of five years, subject to a three
      year right to review.  ManagementCo's sole business will
      be the management of certain Campuses.  Redwood will own
      100% of ManagementCo.  ManagementCo will be run by an
      experienced management team that will include James C.
      Davis as chairman.  ManagementCo will enter into a
      consulting agreement with John Erickson under which Mr.
      Erickson would provide consulting and advisory services;
      provided, however, that Mr. Erickson would not have any
      decision making authority in ManagementCo, PropCo or
      DevCo.

  (d) Redwood Kansas will acquire the assets of Kansas Campus in
      exchange for assuming the obligations under Kansas Special
      Assessment Bonds in full.  Redwood Kansas will assume
      Kansas Campus' Community Loan.  All escrowed Initial
      Entrance Deposits will be included in the assets acquired
      by Redwood Kansas from Kansas Campus.  All other
      prepetition debt of Kansas Campus will undergo a
      foreclosure process.

  (e) Redwood will establish a $50,000,000 working capital
      facility that will be available to fund, on a senior
      secured priming basis, working capital needs of the
      Acquisition Companies, through an aggregate facility or
      through new revolvers at each Transferred Landowner and
      Kansas Campus.  The Working Capital Facility will have a
      first lien on the assets of all the Acquisition Companies,
      including the assets of the Transferred Landowners, senior
      to all other indebtedness of the Acquisition Companies and
      specific Campuses.

  (f) It is anticipated that, at or before the Closing, the
      Acquisition Companies will offer employment to certain of
      the Debtors' employees.

  (g) All assets of ERC which are not purchased pursuant to the
      MSPA will be liquidated in on orderly fashion.  Moreover,
      Redwood, Erickson Group and ERC will enter into non-
      competition agreements whereby ERC and its shareholders
      agree that they will not compete with Redwood's or the
      Acquisition Companies' operation of the Purchased Assets
      after the Closing.  The non-competition agreements also
      contain agreements not to solicit or hire the Acquisition
      Companies' employees.

                    Landowner Restructurings

The Plan also provide for the restructuring of certain Debtor
Landowners.  They specifically include these terms:

  (a) Ashburn Campus's construction loan, which had an
      outstanding balance of $58,901,000 as of September 30,
      2009, will be restructured into a new credit facility with
      a maximum principal amount of $58,901,000.

  (b) The indebtedness related to Columbus Campus will not be
      restructured.  Columbus Campus' property is currently
      being foreclosed by prepetition secured lenders.
      Columbus' assets will be liquidated through a sale under
      Section 363 of the Bankruptcy Code, or a deed in lieu in
      an orderly fashion prior to the Effective Date.

  (c) Concord Campus' construction loan, which had an
      outstanding balance of $63,193,000 as of September 30,
      2009, will be restructured into a new credit facility with
      a maximum principal amount of $63,193,000.

  (d) Dallas Campus' construction loan, which had an outstanding
      balance of $53,661,000 as of September 30, 2009, will be
      split into two tranches, tranche A and tranche B.

  (e) Houston Campus' construction loan, which had an
      outstanding balance of $41,882,000 as of September 30,
      2009, will be restructured into a new credit facility with
      a maximum principal amount of $17,000,000.

  (f) Redwood Kansas will acquire the assets of Kansas Campus in
      exchange for the assumption of the obligations under the
      Kansas Special Assessment Bonds.  All escrowed Initial
      Entrance Deposits will be included in the assets to be
      acquired by Redwood Kansas from Kansas Campus.  Guaranties
     from ERC and Erickson Construction will be terminated.

  (g) Littleton Campus' construction loan, which had an
      outstanding balance of $62,688,000 as of September 30,
      2009, will be restructured into a new credit facility with
      a maximum principal amount of $53,500,000.  All net sale
      proceeds from the disposition of the 6-8 acre "out-parcel"
      would be paid to the lenders under the Littleton
      Construction Loan.

  (h) Novi Campus' construction loan, which had an outstanding
      balance of $29,453,000 as of September 30, 2009, will be
      restructured into a new credit facility with a maximum
      principal amount of $29,453,000.

  (i) The outstanding balance of Warminster Campus' purchase
      option deposit refund obligation, which is $75,000,000 as
      of September 30, 2009, will be reinstated.  The collateral
      securing the Warminster Purchase Option Deposit Refund
      Obligation will be unchanged except that all pledges and
      assignments, if any, of management agreements or
      development agreements will be released.  Any cross-
      defaults relating to other Landowners will be eliminated.
      Redwood will assume the Warminster Purchase Option Deposit
      Refund Obligation.

  (j) Erickson Construction will be dissolved and will be
      released from its obligations under its corporate
      revolver.

  (k) Erickson Group will be liquidated and dissolved in
      accordance with the laws of the state of Maryland.

                   Liquidating Creditor Trust

On the effective date of the Plan, a liquidating creditor trust
will be established pursuant to a trust agreement, whereby any
(i) existing or potential rights with respect to all causes of
action, counterclaims and defenses which the Debtors would have
been entitled to bring and which are not transferred, waived or
released under the Plan; (ii) unencumbered assets of the Debtors'
estates, and (iii) Excluded Assets will be transferred to, and
will fully vest in the Liquidating Creditor Trust, free and clear
of all liens.

Among other things, the Liquidating Creditor Trust is expected
to:

  -- satisfy any and all liabilities of the Debtors with
     respect to any and all unsecured claims and contingent
     claims, to the extent they are determined to be allowed
     claims;

  -- liquidate the Debtors' assets not previously liquidated in
     accordance with the Plan;

  -- bring any causes of action;

  -- maximize recovery of the trust assets for the benefit of
     its beneficiaries; and

  -- distribute the proceeds of the Trust Assets to
     beneficiaries.

A liquidating trustee will be appointed pursuant to an order
confirming the Plan.  The Liquidating Creditor Trust may commence
adversary or other legal proceedings to pursue any causes of
action to the extent not settled or resolved prior to the Plan
Effective Date.  Proceeds recovered through those proceedings
will be deposited into the Liquidating Creditor Trust and will be
distributed by the Trustee in accordance with the Plan.  The
Trustee will have the authority to settle any and all Causes of
Action without the need for approval by the Bankruptcy Court.
All expenses incurred by the Liquidating Creditor Trust Expenses
will be charged against and paid from the proceeds of any Causes
of Action.

                Governance of Reorganized Debtors

Mr. Doherty says that the members of the initial board of
directors or managers of the Reorganized Debtors will be
disclosed in a Plan Supplement and pursuant to the MSPA.

The officers of the Debtors immediately prior to the Effective
Date will serve as the initial officers of the Reorganized
Debtors on and after the Effective Date and in accordance with
any employment and severance agreements with the Reorganized
Debtors and applicable non-bankruptcy law, unless Redwood
designates replacement officers.  On the Effective Date, the
officers of the respective Reorganized Debtors will be determined
by the Reorganized Debtors' respective boards of directors or
managers.

          Valuation, Projections, Liquidation Analysis

In addition, the Debtors prepared a valuation analysis, financial
projections, and a liquidation analysis in conjunction with the
Plan.

Under the valuation analysis, the Redwood transaction is valued
at $579,148,000 as of November 12, 2009.  On the other hand, the
Debtors' value as of November 12, 2009, is estimated at
$630,581,000.

The financial projections prepared by the Debtors are for
operations for the years 2010 to 2014, copies which is available
for free at http://bankrupt.com/misc/ERC_FinancialProjections.pdf

Under the Liquidation Analysis, the Debtors estimate a 12.9%
recovery for ERC and Erickson Construction LLC under an orderly
liquidation and only an 8.2% recovery for the same Debtor
entities under a forced liquidation.

A Liquidation Analysis on the other Debtor Landowners also show
that the Landowners are expected to recover more from an orderly
liquidation than from a forced liquidation.

A full-text copy of the Liquidation Analysis is available for
free at http://bankrupt.com/misc/ERC_LiquidationAnalysis.pdf

                     MSPA and Plan Links

The Debtors also filed with the Court as exhibit to the Plan a
copy of an amended and restated MSPA as of November 11, 2009.
The Amended MSPA contained immaterial changes.  A full-text copy
of the Amended MSPA dated November 11, 2009 is available for free
at http://bankrupt.com/misc/ERC_Nov11MSPA.pdf

A blacklined version of the Amended MSPA is available for free
at http://bankrupt.com/misc/ERC_Nov11MSPA_blacklined.pdf

A full-text copy of the ERC Disclosure Statement dated Nov. 12,
2009, is available for free at:

       http://bankrupt.com/misc/ERC_Nov12DiscStat.pdf

A full-text copy of the ERC Plan dated Nov. 12, 2009, is
available for free at:

         http://bankrupt.com/misc/ERC_Nov12Plan.pdf

                        Treatment of Claims

The Joint Plan of Reorganization proposed by Erickson
Retirement Communities, Inc. and its affiliates provides for
the designation of various claims and interests asserted
against the Debtors:

                                          Est.       Entitled
Debtor              Class/Designation     Recovery      to Vote
------              -----------------     --------     --------
All Debtors         Administrative        100%          No
                    Expense Claims

                    Compensation and      100%          No
                    Reimbursement
                    Claims

                    Priority Tax          100%          No
                    Claims

                    DIP Funding           100%          No
                    Claims

Erickson Group,     Class 1 Other         100%          No
LLC                 Priority Tax                 (deemed to
                    Claims                           accept)

                    Class 2 Secured       100%          No
                    Tax Claims                   (deemed to
                                                    Accept)

                    Class 3 Corporate     [--]         Yes
                    Revolver Guaranty
                    Claims

                    Class 4 Erickson      [--]         Yes
                    Group Guaranty
                    Claims

                    Class 5 Interests       0%          No
                    in Erickson Group            (deemed to
                                                     reject)

Erickson            Class 1 Other         100%          No
Retirement          Priority Claims              (deemed to
Communities, LLC                                     reject)

                    Class 2 Secured       100%          No
                    Tax Claims

                    Class 3 Corporate     [--]         Yes
                    Revolver Claims

                    Class 4 UMBC          [--]         Yes
                    Building Construction
                    Loan Claims

                    Class 5 Management    [--]         Yes
                    Agreement Claims

                    Class 6 General       [--]         Yes
                    Unsecured Claims

                    Class 7 Interests       0%         Yes
                    in ERC

Erickson            Class 1 Other         100%          No
Construction,       Priority Claims              (deemed to
LLC                                                  accept)

                    Class 2 Secured       100%          No
                    Tax Claims                   (deemed to
                                                     accept)

                    Class 3 Mechanic's    100%          No
                    Lien Claims                  (deemed to
                                                     accept)

                    Class 4 Corporate     [--]         Yes
                    Revolver Claims

                    Class 5 UMBC          [--]         Yes
                    Building
                    Construction Loan
                    Claims

                    Class 6 General       [--]         Yes
                    Unsecured Claims

                    Class 7 Interests       0%          No
                    in Erickson                  (deemed to
                    Construction                     reject)

Administrative Expense Claims, Compensation and Reimbursement
Claims, Priority Tax Claims and DIP Funding Claims will be paid
in full.  Erickson Group Classes 1 and 2 are unimpaired while
Classes 3, 4, and 5 are impaired.  ERC's Classes 1 and 2 are
unimpaired while Classes 3 to 7 are impaired.

Erickson Construction Classes 1 to 3, and 5 are unimpaired, while
Classes 4, 6 and 7 are impaired.  Senior Campus Services, LLC
Classes 1 and 2 are unimpaired while Classes 3 to 5 are impaired.

Certain other claims are also classified under each Debtor
Landowner.  They include Other Priority Claims, Secured Tax
Claims, Mechanics Lien's Claims, Construction Loan Claims,
Community Loan Claims, Special Assessment Bond Claims, General
Unsecured Claims and Interests.

A schedule of the claims classification under the Plan is
available for free at:

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

Among others, the Plan provides for the treatment of these
claims:

  * Holders of Other Priority Claims will recover the full
    amount of their claims.

  * Holders of Secured Tax Claims will receive either:

       (i) the proceeds of the sale or disposition of the
           collateral securing the tax claims, or

      (ii) a treatment that leaves unaltered the legal and
           contractual rights to which the holders of the
           Secured Tax Claims are entitled.

  * Holders of Corporate Revolver Claims will receive:

       (i) a pro rata portion of the distributable cash derived
           from $105 million proceeds pursuant to a master sale
           and purchase agreement among ERC; Redwood-ERC Senior
           Living Holdings, LLC or "Redwood"; Redwood-ERC
           Management LLC or "ManagementCo"; Redwood-ERC
           Development, LLC or "Devco"; Redwood-ERC Properties,
           LLC or "Propco"; Redwood-ERC Kansas, LLC; and Kansas
           Campus, LLC; and

      (ii) a pro rata portion of the Cash on hand of ERC above
           $10 million.

  * Holders of Erickson Group Corporate Revolver Guaranty Claims
    Class 3 will be limited solely to Erickson Group's
    membership interest in ERC.

  * Holders of Erickson Group Guaranty Claims Class 4 will be
    satisfied by the Landowner Debtors' assumption of the
    obligations under their construction loans.

  * Holders of UMBC Building Construction Loan Claims will
    receive the property securing each claim or the proceeds of
    a sale under Section 363 of the Bankruptcy Code of that
    property.

  * Holders of Class 5 ERC Management Agreement Claim will
    receive recovery in the form of restated obligations under a
    management agreement and Redwood's assumption of the
    management agreement.

  * Holders of Mechanic's Lien Claims will received the allowed
    amount of their claims.

  * Holders of Construction Loan Claims will receive reinstated
    debt under the Debtor Landowners' credit facilities.

  * Holders of Columbus Campus, LLC Construction Loan Claims
    Class 5 will receive a distribution relative to the priority
    of its security interest and to the extent there is any
    value in the property securing the claims.

  * Holders of Kansas Campus, L.P. Construction Loan Claims
    Class 4 will receive a pro rata distribution.

  * Holders of Community Loan Claims will receive reinstated
    Debt.

  * Holders of Columbus Class 6 Community Loan Claim will
    receive a distribution, relative to the priority of its
    security interest and to the extent there is any value in
    the property securing the claims.

  * Holders of Mezzanine Loan Claims will receive a pro rata
    distribution.

  * Holders of Columbus Class 3 Improvement Bond Claims will
    receive a distribution relative to the priority of its
    security interest and to the extent there is any value in
    the property securing the claims.

  * Holders of Kansas Class 6 Special Assessment Bond Claims
    will not receive any distribution.

  * Obligations with respect to NFP Claims will be assumed by
    the Debtor Landowners.

  * Holders of Ashburn Campus LLC Class 7 NFP Claims will
    receive a pro rata distribution.

  * Holders of Sale/Leaseback Claims will not receive a
    distribution.

  * Holders of Warminster Campus LP Class 6 Sale/Leaseback Claim
    will receive a pro rata distribution.

  * Holders of Warminster Purchase Option Refund Obligation
    Claims Class 5 will receive reinstated debt in the full
    amount of their claims.

  * Holders of ERC; Ashburn; Concord Campus GP, LLC; Houston
    Campus, LLC; Kansas; Littleton Campus, LLC; Novi Campus,
    LLC; Warminster; and Columbus General Unsecured Claims will
    receive a pro rata distribution.

  * Holders of Erickson Construction, Senior Campus, Concord
    Campus GP, LLC Dallas, Dallas Campus GP, LLC and Warminster
    Campus GP, LLC General Unsecured Claims will not receive a
    distribution.

  * Holders of Interests will not receive any distribution.

                      About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: May Not Need Cash Collateral, Says Panel
-------------------------------------------------------------
Erickson Retirement Communities LLC seeks the Court's permission
to access its lenders' cash collateral.  Ashburn Campus LLC,
Columbus Campus LP, Concord Campus LP, Dallas Campus LP, Houston
Campus LP, Kansas Campus LLC, Littleton Campus LLC, Novi Campus
LLC, and Warminster Campus LP, designated as the "Debtor
Landowners," also seek the Court's permission to access their cash
collateral.

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

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

                     Parties Seek Modifications

In separate filings, the Official Committee of Unsecured
Creditors and Wilmington Trust FSB filed responses to the
Debtors' Cash Collateral Motions.

In concept, the Committee says it does not object to the Debtors'
use of cash collateral.  However, based on the budget appended to
the Cash Collateral Motions, the Committee points out that it is
unclear whether the Debtors continue to need the use of cash
collateral.  Even if no further use of cash collateral is
allowed, the Cash Collateral Interim Order should be modified,
the Committee asserts.

The Committee specifically cites these aspects of the Cash
Collateral Interim Order:

  1. The Cash Collateral Interim Order contains findings (i) as
     to the amount of debt with respect to Erickson Retirement
     Communities, LLC and each Debtor Landowner and (i) that
     certain of the debt of ERC and the Debtor Landowners is
     secured.  The Committee asserts that it has not had an
     opportunity to verify any of those purported facts.  Thus,
     the Committee proposes a review period of 60 days after the
     date that each applicable lender provides all loan
     documents, evidence of perfection and a list of advances
     and paydowns.

  2. The Cash Collateral Interim Order contains findings that
     all cash and cash proceeds, including postpetition cash and
     cash proceeds, of ERC and the Debtor Landowners is cash
     collateral as defined under Section 363(a) of the
     Bankruptcy Code.  The Committee believes that this finding
     should be deleted from the Proposed Orders.

  3. The adequate protection liens granted under the Cash
     Collateral Interim Order should be valid only to the extent
     the prepetition liens are valid and non-avoidable and only
     to the extent the prepetition lenders can demonstrate a
     diminution in the value of the collateral over the life of
     the Debtors' Chapter 11 cases, the Committee asserts.

  4. The Cash Collateral Interim Order should only grant
     superpriority claims to the extent the prepetition lenders
     demonstrate a diminution in the value of their collateral
     over the life of the Debtors' Chapter 11 cases, and these
     superpriority claims should not reach proceeds of the
     Debtors' claims under Chapter 5 of the Bankruptcy Code, the
     Committee argues.

  5. No interest payments should be made to the prepetition
     lenders under the Cash Collateral Interim Order without a
     finding that the prepetition lenders are oversecured, the
     Committee points out.  In the alternative, all these
     payments made after the Petition Date should be applied to
     pay down principal upon a subsequent finding that the
     lender is undersecured, the Committee adds.

  6. All financial statements and reports to be provided to the
     prepetition lenders under the Proposed Orders should be
     contemporaneously provided to the Committee as well.

  7. The Debtors' surcharge rights under Section 506(c) of the
     Bankruptcy Code should not be limited in any respect in the
     orders, the Committee asserts.

Against this backdrop, the Committee asks the Court to enter a
final order with respect to the Cash Collateral Motions
consistent with its objection.

Also, in a renewed objection, Wilmington Trust, as successor
administrative agent to PNC Bank, N.A. on behalf of the lenders
under a Credit Agreement dated July 27, 2007, relates that
because the Cash Collateral Interim Order specifically protects
the Revolver Lenders from the priming of their adequate
protection interests, the Revolver Lenders' main concern is that
the priority of their adequate protection interests has not been
altered.  In this light, Wilmington Trust asks the Court to enter
final order on the Cash Collateral Motions:

  (a) clarifying that the claims and liens granted to the DIP
      Lender do not subordinate the Revolver Lenders' Adequate
      Protection Claims;

  (b) prohibiting ERC from making any further demand on the
      Cash Collateral for amounts that accrued during the two-
      week interim period;

  (c) granting the Revolver Lenders a priming lien and a
      superpriority claim under Section 364 of the Bankruptcy
      Code for any unpaid portion of the Cash Collateral used to
      provide services directly to the campus level debtors;

  (d) ordering that only professional fees allocable to ERC, as
      the parent debtor, incurred during the Interim Period may
      be paid from the Cash Collateral;

  (e) ordering ERC to segregate and account for any Cash
      Collateral in its possession; and

  (f) providing for protections to the Revolver Lenders that
      will resolve their objections.

                    Debtors Seek Adjournment of
                    Cash Collateral Final Hearing

The Debtors ask the Court to adjourn the final hearing on the
Cash Collateral Motions from November 18, 2009, to December 4,
2009.

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
asserts that the Cash Collateral Objections are not appropriate
for the November 18, 2009 hearing and will be better addressed in
the December 4 final hearing on the DIP Motion.  The parties who
objected to the Cash Collateral Motions have agreed to the
proposed adjournment, he adds.

                      About Erickson Retirement

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

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

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

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


ESCADA AG: US Unit in Talks with LK Advisers on Purchase
--------------------------------------------------------
Escada (USA) Inc., the U.S. branch of Escada AG, is in discussions
with LK Advisers Ltd. regarding an acquisition of the business.
LK is the purchaser designated to buy the assets of the German
parent, Bill Rochelle at Bloomberg News reported.  Escada USA
wants the exclusive right to propose a Chapter 11 plan extended
until March 15.

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


FAIRPOINT COMMS: Biddeford Wants Stay Relief for Maine Action
-------------------------------------------------------------
Biddeford Internet Corp., dba Great Works Internet, asks the
Court to modify the automatic stay to permit the continuation of
a pending action in the United States District Court for the
District of Maine captioned Biddeford Internet Corp. dba Great
Works Internet v. Northern New England Telephone Operations LLC
dba FairPoint New England.

Christian T. Chandler, Esq., at Curtis Thaxter, LLC, in Portland,
Maine, relates that Biddeford is party to an interconnection
agreement with the Debtors, whereby Biddeford provides access to
line sharing and other services for its customers.  The
Interconnection Agreement was amended on May 9, 2003, to deal
with the Debtors' provision of "dark fiber" to Biddeford.

However, in March 2009, the Debtors refused to accept Biddeford's
new orders for dark fiber loops and unilaterally decided to stop
processing Biddeford's new dark fiber loop orders, according to
Mr. Chandler.  Subsequently, in September 2009, the Debtors told
Biddeford that within a year, they would cease providing the
required elements; they would back-bill for existing dark fiber
loops and OCn transport, an optical carrier fiber, at
significantly higher or unspecified rates; and they would only
agree to provide new and existing line sharing arrangements at
unspecified rates, terms and conditions to be "negotiated."

By late September 2009, the Debtors issued a back-bill to
Biddeford for dark fiber loops at a rate 19 times over the rate
in the Interconnection Agreement between the parties, and claimed
that unless Biddeford paid them $3,085,025 by October 19, 2009,
they would terminate all of Biddeford's dark fiber loop orders
effective December 19, 2009, Mr. Chandler narrates.

Thus, shortly after receiving the Debtors' termination letter,
Biddeford filed a complaint in the Maine District Court.

Mr. Chandler tells the Court that as a result of the Debtors'
unilateral decision to cease provision of new dark fiber loop
orders, Biddeford has been unable to solicit new customers and
expand its existing business base by means of dark fiber loops.
Biddeford has also lost business due to the Debtors' refusal to
process new orders for dark fiber loop and incurred significant
damage to its ability to operate, he points out.

Biddeford will be severely prejudiced if the automatic stay is
not modified to allow it to continue the Maine Action, Mr.
Chandler emphasizes.  "The Debtors' threat to terminate service
on December 19, 2009, as well as the grossly overstated charges
noted in its termination letter, will cut Biddeford off from its
customers, potential customers and will substantially eviscerate
Biddeford's business."

The Court will convene a hearing to consider Biddeford's lift
stay request on November 18, 2009.

                  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: Held Meeting With New Hampshire Nov. 12
--------------------------------------------------------
Telecommunications regulator for the state of New Hampshire
scheduled a meeting with FairPoint Communications Inc. last
November 12, 2009, to be apprised of the Company's status and
issues, according to fiercetelecom.com.

"This meeting still provides an opportunity for New Hampshire
lawmakers to gather information on behalf of our own
constituents.  We may not get all our questions answered, but we
can still take action to better understand the issues and
opportunities that we face as a state when it comes to the long-
term viability of our telecommunications system," Senate
President Sylvia Larsen said in a statement the day before the
Nov. 12 meeting, according to the New Hampshire Union Leader.

At the Nov. 12 meeting, FairPoint mainly stressed on the
importance of looking forward to a better future for its
operations and focused on the progress the Company has made,
according to the Concord Monitor.  The Company made this
statement amidst complaints of billing errors, delays in
attending to customer orders, and slow responses to service
problems.

Also at the meeting, Meredith Hatfield of the Office of Consumer
Advocate related that "substantial problems remain despite some
of the steps FairPoint has taken," WMUR New Hampshire reported.

Regulators for the states of Maine and Vermont were originally
scheduled to join the meeting, but New Hampshire wanted to get on
with the meeting as soon as possible.  Maine and Vermont might
schedule their own meetings with FairPoint.

The Nov. 12 meeting is an interim meeting as far as New Hampshire
is concerned.  Maine, Vermont and New Hampshire are one in
agreeing that it is better to wait for a full meeting with
FairPoint once all the Company's bankruptcy issues are resolved.

More than 80% of FairPoint's business are concentrated in the
states of New Hampshire, Maine and Vermont.

                  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)


FINLAY ENTERPRISES: Wants Plan Filing Extended Until April 2
------------------------------------------------------------
Finlay Enterprises, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
their exclusive period to file a Chapter 11 Plan and their
exclusive period to solicit acceptances of that plan until
April 2, 2010, and June 1, 2010, respectively.

This is the Debtors' first request for an extension.  Absent an
extension, the Debtors' exclusive filing period will expire on
Dec. 3, 2009, and the exclusive solicitation period will expire on
Feb. 1, 2010.

The Debtors relate that the general bar date for the Chapter 11
cases is set to expire on Dec. 1, 2009, at which time the Debtors
must evaluate the outstanding claims.  In addition, the Debtors
are still in the process of liquidating the remaining assets.  The
Debtors do not anticipate the liquidation sales to conclude until
February 2010.

The Debtors propose a hearing on the motion on Dec. 15, 2009, at
10:00 a.m. (Eastern Time) before the Hon. James M. Peck, U.S.
Bankruptcy Judge, One Bowling Green, Room 601 in New York City.
Objections, if any, are due on Dec. 8, 2009, at 4:00 p.m.
(prevailing Eastern Time).

                     About Finlay Enterprises

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

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

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

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


FINLAY ENTERPRISES: Closes Jewelry Store in North Bibb County
-------------------------------------------------------------
Linda S. Morris at macon.com reports that Finlay Enterprises Inc.
is shutting down its Carlyle & Co. jewelry store in north Bibb
County, in Alabama, as the Company works through in bankruptcy
proceedings.  According to the report, the store will have a
going-out-of-business sale until all inventory is sold.  The store
is located at The Shoppes at River Crossing at 5080 Riverside
Drive, Ms. Morris notes.

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

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

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

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


FINOVA GROUP: Files Certificate of Dissolution
----------------------------------------------
The FINOVA Group Inc., in accordance with an order of the United
States Bankruptcy Court for the District of Delaware, issued on
December 4, 2006, filed a Certificate of Dissolution with the
Secretary of State of the State of Delaware and has accordingly
dissolved.  At the close of business on November 17, 2009, the
Company closed its stock transfer books and ceased recording
transfers of shares of its common stock.

The Company has substantially completed the liquidation of its
assets and paid all its remaining unrestricted cash
($57.8 million), less certain reserves ($2 million), to Wilmington
Trust Company, the Collateral Trustee for its 7.5% Senior Secured
Notes, which matured on November 15, 2009.  The Senior Notes
currently have a total outstanding principal and unpaid interest
balance of approximately $1.5 billion.

Holders of the Company's common stock will not receive any
liquidating distributions.  Holders of the Company's common stock
may have certain rights, however, to receive distributions related
to principal payments on the Senior Notes, depending upon the
results of certain litigation.  As disclosed in the Company's
third quarter 2009 report on Form 10-Q, on October 21, 2009, the
United States Court of Appeals for the Third Circuit entered a
judgment and issued an opinion denying the equity committee's
appeal, affirming the rulings of the United States Bankruptcy
Court for the District of Delaware and the United States District
Court for the District of Delaware that the stockholders of the
Company were not entitled to distributions under the Indenture
governing the Company's 7.5% Senior Secured Notes.  The equity
committee may seek to have the appeal considered by the United
States Supreme Court by filing a petition for writ of certiorari
by January 19, 2010, or later in certain circumstances.

In connection with its dissolution, the Company transferred the
approximately $81.2 million of restricted cash that was being held
in reserve to the Collateral Trustee, pending resolution of the
litigation regarding distributions to FINOVA's stockholders.  If
it is finally determined that the stockholders are not entitled to
such funds, the Collateral Trustee will transfer the $81.2 million
to The Bank of New York, in its capacity as Indenture Trustee for
the Senior Notes for distribution to the holders of the Senior
Notes.

After November 30, 2009, all correspondence and communications
with the Company should be directed to 20235 N. Cave Creek Road,
Suite 104, Box 601, Phoenix, Arizona 85024.

                    About The Finova Group

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.

The Company and its debtor-affiliates and subsidiaries filed for
Chapter 11 protection on March 7, 2001 (Bankr. Del. 01-00697).
Pachulski, Stang, Ziehl, Young & Jones P.C. and Wachtell, Lipton,
Rosen & Katz represent the Official Committee of Unsecured
Creditors.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., represents the Debtors.  FINOVA has since emerged
from Chapter 11 bankruptcy.  Financial giants Berkshire Hathaway
and Leucadia National Corporation (together doing business as
Berkadia) own FINOVA through the almost $6 billion lent to the
commercial finance company.  Finova is winding up its affairs.


FOAMEX INT'L: Asks Court to Dismiss Case to Reduce Wind-Down Cost
-----------------------------------------------------------------
NetDockets reports that Foamex International, Inc., and seven
affiliates asked the Bankruptcy Court to dismiss their chapter 11
cases for cause.

As reported in the Troubled Company Reporter on May 29, 2009,
MatlinPatterson Global Advisers LLC and Black Diamond Capital
Management LLC won the bidding for Foamex's business with a
$155 million offer, along with the assumption of some liabilities.
Wayzata Capital Investment Partners LLC won the first auction for
the assets.  However, the auction was reopened, and
MatlinPatterson and Black Diamond emerged the winning bidder.

NetDockets says Foamex sold its assets to The Bank of New York
Mellon, as administrative and collateral agent under Foamex's
prepetition senior secured first lien term loan facility, pursuant
to a $155 million credit bid.

According to NetDockets, the sale closed on June 12, 2009, leaving
Foamex with roughly $10 million in assets consisting of cash in
several escrow accounts.  At present, only about $4 million of
that amount remains to be distributed.

In its motion, NetDockets relates, Foamex told the Court the
remaining funds, which have to be used for wind-down expenses
before September 30, 2010 or returned to BNYM, can be distributed
outside of the chapter 11 cases.  Foamex said continuing the
chapter 11 cases or converting the cases to chapter 7 cases would
only serve to increase the cost of the wind-down.

                    About Foamex International

Foamex International Inc. -- http://www.foamex.com/--
headquartered in Media, Pennsylvania, produces polyurethane foam-
based solutions and specialty comfort products.  The Company
services the bedding, furniture, carpet cushion and automotive
markets and also manufactures high-performance polymers for
diverse applications in the industrial, aerospace, defense,
electronics and computer industries.

Foamex and eight affiliates first filed for Chapter 11 protection
on September 19, 2005 (Bankr. Del. Case Nos. 05-12685 through
05-12693).  On February 2, 2007, the U.S. Bankruptcy Court for the
District of Delaware confirmed the Debtors' reorganization plan.
The Plan became effective and the Company emerged from Chapter 11
bankruptcy on February 12, 2007.

Foamex missed $7.3 million in interest payments due at the end of
the January 21 grace periods on the Company's $325 million first-
lien term loan and the $47 million second-lien term loan.

On February 18, 2009, Foamex International Inc. and seven
affiliates filed separate voluntary Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 09-10560).  The Hon. Kevin J. Carey presides
over the cases.  Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq.,
and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer, in New
York, represent the Debtors as counsel.  Mark E. Felger, Esq., and
Jeffrey R. Waxman, Esq., at Cozen O'Connor, in Wilmington,
Delaware, represent the Debtors as Delaware counsel.  Investment
banker is Houlihan Lokey; accountant is McGladrey & Pullen LLP;
and claims and noticing agent is Epiq Bankruptcy Solutions LLC.
Sharon L. Levine, Esq., at Lowenstein Sandler, is counsel to the
Official Committee of Unsecured Creditors.  David M. Fournier,
Esq., Evelyn J. Meltze, Esq., and Leigh-Anne M. Raport, Esq., at
Pepper Hamilton LLP, is the Committee's Delaware counsel.  As of
September 28, 2008, the Debtors had $363,821,000 in assets, and
$379,710,000 in debts.


FONTAINEBLEAU LV: Subcontractors Unite to Finish Project
--------------------------------------------------------
Several Fontainebleau Las Vegas subcontractors, including two
Fortune 500 construction companies, said they've organized and
are stepping up efforts to find financing and gaming partners to
complete the "Tier A" casino hotel resort, according to the Las
Vegas Sun.

The group includes Fortune 500 companies Tutor Perini Corp.,
builder of the CityCenter and Cosmopolitan projects in Las Vegas;
and MDU Resources Group.  MDU owns Fontainebleau contractor MDU
Construction Services Group, the report reveals.

"We are in discussions with a number of potential partners,
including hotel and gaming operators and financial partners,"
Ronald Tutor, the Las Vegas Sun quoted chairman and CEO of Tutor
Perini as saying.  "We are exploring a variety of options that we
can propose to the bankruptcy court, including debtor in
possession financing."

According to the report, Tutor Perini owns Fontainebleau
subcontractor Desert Plumbing & Heating Co. while MDU owns
subcontractors Bombard Electric, Bombard Mechanical and Desert
Fire Protection.

According to The Las Vegas Sun, Gregory Garman, Esq., at firm
Gordon Silver, in Las Vegas, Nevada, which represents many of the
lien holders, said that the participation of Tutor Perini and MDU
in the group is significant in that those national companies have
the financial strength to provide potential partners or
Fontainebleau buyers with construction guarantees including price
guarantees.

"Such guarantees would be advantageous to a potential buyer,
since investors don't want to worry about construction delays and
cost overruns," the Las Vegas Sun quoted Mr. Garman as saying.

Aaron Smith, president of interior finisher AMI Hospitality, was
heard by the Las Vegas Sub as saying that the subcontractors want
to be in a position to take control of the project should a bid
from Penn National Gaming, Inc., or another potential buyer not
satisfy the subcontractors' liens.

"More than $2 billion has been invested in the Fontainebleau
project," the Las Vegas Sun quoted Mr. Smith as saying.  "We want
to complete this project so that the money is not wasted, and so
that it creates jobs and revenue for the people of Las Vegas and
Nevada."

The Las Vegas Sun adds that Weina Zhang, chief executive of
Fontainebleau window contractor Zetian Systems Inc. of Las Vegas,
said that group members are open to any proposal that will get
construction back on track at the resort.  "As long as you have
the money, we'll talk to you," she said.

                   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: West Publishing Cancels June 2012 Booking
-----------------------------------------------------------
West Publishing, a Thomson Reuters Company asks the Court to lift
the automatic stay to cancel a Fontainebleau Group Contract dated
October 31, 2008, by and between Thomson Reuters and
Fontainebleau Las Vegas, L.L.C. pursuant to Section 362(d)(1) of
the Bankruptcy Code and Rule 4001(a)(1) and (a)(3) of the Federal
Rules of Bankruptcy Procedure.

The Contract provides the terms pursuant to which a business
convention at the Fontainebleau Las Vegas Resort is to be held
from June 8, 2012 through June 16, 2012.  West Publishing has an
unfettered right to cancel the Event with no penalty whatsoever
until on or before December 1, 2009.  If the Contract is
cancelled after that date, liquidated damages may arguably be
required.

Due to the extreme importance and size of the conference for
which the Event was planned, definite plans for the conference
must be made years in advance.  Therefore, West Publishing asks
the Court to lift the automatic stay to allow it to exercise its
extant right to cancel the Contract before December 1, 2009.

West Publishing informed the Court that the Debtor does not
oppose its request.

                   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)


FORUM HEALTH: State Rep. Hagan Urges Board to Disclose Bids
-----------------------------------------------------------
William K. Alcron at Vindy.com relates that State Rep. Robert F.
Hagan asked the board of trustees of Forum Health to make public
all bids for the Company.   Mr. Alcron relates that Forum Health
refused to make the bids public.  Mr. Hagan said the bids and
bidders are information he wants to have, he notes.

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

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


GEMCRAFT HOMES: Schedules Filing Extended Until Jan. 8, 2010
------------------------------------------------------------
The Hon. Nancy V. Alquist of the U.S. Bankruptcy Court for the
District of Maryland has extended, at the behest of Gemcraft
Homes, Inc., et al., the filing of schedules of assets and
liabilities and statement of financial affairs until January 8,
2010.

The Debtors asked the Court for a 45-day extension of the 15-day
deadline provided by Bankruptcy Rule 1007(c), which will provide
the Debtors with a total of 60 days after the Petition Date to
file the Schedules and Statements.

The Debtors said that the extension is needed due to the
complexity of their organization, the substantial amount of
information that the Debtors must assemble and compile, and the
number of employee and professional hours required to complete the
Schedules and Statements while managing the operations of the
Debtors' ongoing businesses.

Gemcraft Homes, Inc., is a corporation formed under the laws of
the State of Maryland with its principal place of business located
in Harford County, Maryland.  Gemcraft was founded in 1993 with a
single sales trailer in Abingdon, Maryland, from which six
residential homes were sold.  Since that time, Gemcraft has grown
to become one of the largest independent homebuilders in the Mid-
Atlantic region, and one of the fastest growing builders in the
entire country.  Gemcraft is a production builder which targets
first-time homebuyers and first-time "move up" buyers.  It also
targets retired, and soon to retire, buyers for its retirement
communities.

The Company filed for Chapter 11 bankruptcy protection on
November 9, 2009 (Bankr. D. Md. Case No. 09-31696).  The Company's
affiliates -- DLM, LLC, et al. -- filed separate Chapter 11
bankruptcy petitions.  G. David Dean II, Esq., Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, assist Gemcraft Homes in its restructuring effort.
The Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


GEMCRAFT HOMES: Sec. 341 Meeting Set for December 16
----------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Gemcraft
Homes, Inc's creditors on December 16, 2009, at 10:00 a.m. at 101
W. Lombard Street, Garmatz Courthouse, 2nd Fl., #2650, Baltimore,
MD 21201.

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.

Gemcraft Homes, Inc., is a corporation formed under the laws of
the State of Maryland with its principal place of business located
in Harford County, Maryland.  Gemcraft was founded in 1993 with a
single sales trailer in Abingdon, Maryland, from which six
residential homes were sold.  Since that time, Gemcraft has grown
to become one of the largest independent homebuilders in the Mid-
Atlantic region, and one of the fastest growing builders in the
entire country.  Gemcraft is a production builder which targets
first-time homebuyers and first-time "move up" buyers.  It also
targets retired, and soon to retire, buyers for its retirement
communities.

The Company filed for Chapter 11 bankruptcy protection on
November 9, 2009 (Bankr. D. Md. Case No. 09-31696).  The Company's
affiliates -- DLM, LLC, et al. -- filed separate Chapter 11
bankruptcy petitions.  G. David Dean II, Esq., Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, assist Gemcraft Homes in its restructuring effort.
The Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


GENERAL GROWTH: Has Deals to Restructure Mortgage-Related Debt
--------------------------------------------------------------
General Growth Properties, Inc., said it has reached agreements in
principle to restructure roughly $8.9 billion of secured mortgage
loans.

Daily Bankruptcy Review says the deal involves 77 malls.

Key provisions of the agreements include maturity date extensions
resulting in an average loan duration of roughly 6.4 years from
January 1, 2010, with no loan maturing prior to January 2014, and
continuation of interest at the current non-default rate.  The
weighted average contract interest rate for the 70 loans covered
by these agreements is 5.35%.  The all-in-interest rate after
amortization of fees paid in connection with these loans is 5.54%.

"We are extremely pleased to reach this consensual agreement with
lenders representing more than half of the mortgage debt covered
by the bankruptcy proceedings," said Thomas H. Nolan, Jr.,
President and Chief Operating Officer of GGP.  "We believe that
these agreements provide a basis for consensually completing a
restructuring of the debtors' remaining approximately $6 billion
of secured mortgage loans and we are hopeful that our other
secured mortgage lenders will work with us to reach agreements
quickly.  We are working with the unsecured creditors committee,
the equity committee and other constituents to resolve the
restructuring of our corporate level debt and equity and believe
that these agreements with our mortgage lenders represent an
important step toward establishing a long term capital structure
for GGP."

The agreements are subject to various conditions and approvals,
including completion of definitive documentation and approval of
the Bankruptcy Court in the Southern District of New York, where
GGP and approximately 166 regional shopping centers and certain
other GGP subsidiaries filed for Chapter 11 bankruptcy protection
in April 2009.  In addition, certain of the loan extensions remain
subject to the approval of the Class B noteholders or mezzanine
holders.  GGP is currently engaged in discussions with these
mortgage lenders regarding the definitive documentation and
expects to file the plan of reorganization and related disclosure
statement with the Bankruptcy Court expeditiously.  GGP hopes to
emerge the regional shopping centers associated with these
mortgage loans from bankruptcy prior to the end of 2009.

                  About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Simon Looking at Possible Acquisition
-----------------------------------------------------
According to Bill Rochelle at Bloomberg News, Simon Property Group
Inc. hired top-flight lawyers and investment advisers to explore
buying assets from General Growth Properties Inc.

According to Paula Moore at Denver Business Journal, Simon
spokesman Les Morris confirmed to real estate information provider
CoStar Realty Information Inc. on Wednesday that Simon has hired
Lazard Ltd., an investment adviser, and the Wachtell, Lipton,
Rosen & Katz law firm, which specializes in mergers and
acquisition.  Mr. Morris declined further comment about the move.

Denver Business Journal, citing FT.com, says a Simon-General
Growth deal that includes all of General Growth's portfolio could
be worth $25 billion to $30 billion.

StreetInsider.com relates Simon has raised $4 billion in the last
year by selling new stock and bonds, yet has not decided whether
to make a bid for General Growth.  "It's something we need to
monitor and closely evaluate," Simon Chairman and CEO David Simon
said in a September interview, according to StreetInsider.com.
"We'd be negligent not to examine what's going on there and to see
if there's anything we can bring to the table that would create
value for us."

Simon is a publicly traded real estate investment trust and
considered the largest U.S. shopping mall owner.  It has stakes in
387 properties totaling more than 260 million square feet of
space.

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL MOTORS: Cuts Down SAAB U.S. Dealer Contract
---------------------------------------------------
In light of the sale of General Motors Company's Swedish unit Saab
Automobile AB to Koenigsegg Group, GM will terminate 81 dealer
franchises for Saab in the U.S. of total 218 North American
dealerships, Bloomberg News reported on November 13, 2009.

The report said that Koenigsegg and Saab will be renewing
franchise contracts with the remaining 137 dealers.  All Saab
dealers signed a termination agreement in June 2009, thus, the
terms of these agreements will go into effect for rejected
dealerships, GM spokesperson Ryndee Carney told Reuters.

Reuters noted that the Saab deal is scheduled to close on November
30, 2009.  Moreover, Koenigsegg will operate Saab through a new
entity, Saab Cars North America Inc., Reuters added.

                       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: Won't Contribute to NUMMI Closure Costs
-------------------------------------------------------
Toyota Motor Corp. may shoulder almost all the costs to shut
United Motor Manufacturing Inc., its joint venture with former
General Motors Corp., in Fremont, California, as "Motors
Liquidation is not contributing at all to NUMMI's closure costs,"
Bloomberg News reported.

Tim Yost, a spokesman Motors Liquidation, noted that the Company
is not required to contribute anything.

The costs are "chiefly an issue for NUMMI to decide," said Paul
Nolasco, a Tokyo-based Toyota spokesman, told Bloomberg, noting
that Toyota still cannot provide estimates of the costs but will
reflect the figures in its earnings report.

Lance Tomasu, a venture spokesman, disclosed to Bloomberg that
"neither GM nor MLC have contributed any funds toward NUMMI'S end-
of-production costs."

Closure costs may include severance packages and environmental
clean-up expenses at the facility, according to the report.

As previously reported, Toyota announced that NUMMI -- which has
been run by GM and Toyota since 1984 to manufacture Pontiac Vibe
station wagon, Corolla compact car and Tacoma pickup truck -- will
be closed in March 2010 due to disagreements on the future product
to be manufactured at the facility.  It is expected to result to
the shedding of 4,700 employees.

                       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: Evercore Group Bills $16 Mil. for June-Sept. Work
-----------------------------------------------------------------
Professionals employed or retained in General Motors Corp.'s
bankruptcy cases filed interim applications for the allowance of
fees and expenses incurred for the period from June 2009 through
September 2009:

  Professional           Fee Period           Fees       Expenses
  --------------         -----------          ----       --------
Evercore Group L.L.C.    6/01/2009 to      $16,029,032     $2,920
                         9/30/2009

Jenner & Block LLP       6/01/2009 to        4,950,322    270,439
                         9/30/2009

Honigman Miller          6/01/2009 to        2,297,160     16,799
Schwartz and Cohn LLP    9/30/2009

Baker & McKenzie L.L.P.  6/01/2009 to        1,262,789     21,619
                         9/30/2009

LFR, Inc.,               6/01/2009 to          663,772      3,447
                         9/30/2009

Jones Day                6/01/2009 to          455,396      4,359
                         9/30/2009

Butzel Long,             6/10/2009 to          237,775     21,265
a professional Corp.     9/30/2009

                       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).


GPX INTERNATIONAL: Files Schedules of Assets and Liabilities
------------------------------------------------------------
GPX International Tire Corporation filed with the U.S. Bankruptcy
Court for the District of Massachusetts its schedules of assets
and liabilities disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,175,414
  B. Personal Property           $96,532,206
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $130,018,800
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $860,965
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $74,462,125
                                 -----------      -----------
        TOTAL                    $97,707,620     $205,341,890

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

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


GRAHAM PACKAGING: Moody's Gives Positive Outlook; Rates Notes
-------------------------------------------------------------
Moody's Investors Service revised the ratings outlook for Graham
Packaging Company L.P. to positive from stable and rated the
proposed new $250 million senior unsecured notes.

On November 18, 2009, Graham Packaging Holdings Company announced
that its wholly-owned subsidiary, Graham Packaging Company, L.P.,
intends to offer $250 million aggregate principal amount of senior
unsecured notes due 2016.  Graham Packaging intends to use the net
proceeds from the offering, along with cash on hand, to redeem the
full $250 million aggregate principal amount of existing 8.5%
senior unsecured notes due 2012.  The Notes will be co-issued with
Graham Packaging Company, L.P.'s subsidiary, GPC Capital Corp.  I,
and guaranteed by Graham Packaging and certain domestic
subsidiaries of Graham Packaging Company, L.P.

The revision of the outlook to positive from stable reflects the
anticipated debt reduction from the pending IPO, Graham's focus on
debt reduction and improvement in operating performance over the
last 12 months.  The positive outlook also reflects the company's
continued focus on improving operating efficiency and diversifying
its sales into higher value products and faster growing markets.
The company has effectively improved operating efficiency in a
difficult operating and competitive environment over the last 12
months and is expected to continue to focus on further improving
operating efficiency.  The use of the pending IPO proceeds for
debt reduction will significantly improve credit metrics.
Moreover, further improvements in credit metrics are anticipated
from the company's commitment to debt reduction and further
improving operating performance and the sales mix.

The B2 corporate family rating reflects Graham's high customer
concentration of sales, exposure to discretionary products and low
top line growth.  Approximately 70% of sales come from the top
twenty customers with 20% from the top two.  Graham's free cash
flow to debt has historically been weak for the rating category,
except of the last 12 months, and is dependent upon continued
success in its performance improvement program, strong working
capital management and debt reduction to maintain and build upon
recent improvements.

The rating is supported by the company's strong competitive
position, continued success in its performance improvement
initiatives and good liquidity.  Graham has a track record of
successful innovation, long standing customer relationships and a
large percentage of sales stemming from custom made products.  The
company is expected to continue to focus on its performance
improvement initiative as well as pursue higher value new business
and diversification into markets that offer greater growth
potential and reduce the concentration of sales.

Moody's took these rating actions for Graham:

  -- Affirm B2 corporate family rating

  -- Affirm B2 probability of default rating

  -- Affirm SGL-2 speculative grade liquidity rating

  -- Assign $250 million senior unsecured notes due 2016, Caa1
     (LGD 5 - 82%).

  -- Affirm $250 million 8.5% senior unsecured notes at Caa1 (LGD
     5 -- 84%) (The rating will be withdrawn after the transaction
     is completed).

  -- Affirm $135 million 1st lien revolver due October 7, 2010, B1
     (LGD 3 -36% from 37%)

  -- Affirm $112 million 1st lien revolver due October 1, 2013, B1
     (LGD 3 -- 36% from 37%)

  -- Affirm $611 million Term Loan B due October 7, 2011, B1 (LGD
     3 -- 36% from 37%)

  -- Affirm $1,194 million Term Loan C due April 5, 2014, B1 (LGD
     3 -- 36% from 37%)

  -- Affirm $375 million of 9.875% subordinated notes due
     October 7, 2014, Caa1 (LGD 6-93%)

The ratings outlook is revised to positive from stable.

Moody's last rating action on Graham Packaging occurred on May 21,
2009, when Moody's affirmed the company's B2 corporate family
rating and outlook and assigned ratings to the new revolver and
term loans.

Headquartered in York, Pennsylvania, Graham is a manufacturer of
custom blow molded plastic containers for branded food and
beverage, household and personal care products, and automotive
lubricants.  In 2008, food and beverage accounted for 61% of
sales, household 19.2%, automotive lubricants 12.5% and personal
care/specialty 7.3%.  For the nine months ended September 30,
2009, approximately 70% of sales came from the top twenty
customers and PepsiCo alone accounted for approximately 11% of
sales.  International sales outside of North America accounted for
14% of the total with the majority of that generated in Europe.
Revenue for the twelve months ended September 30, 2009, was
approximately $2.3 billion.


GRAHAM PACKAGING: S&P Assigns 'CCC+' Senior Unsecured Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'CCC+' senior unsecured debt rating (two notches below the 'B'
corporate credit rating) to the proposed offering of $250 million
of senior unsecured notes due 2016 to be issued jointly by Graham
Packaging Co. L.P. and GPC Capital Corp. I, both wholly owned
subsidiaries of Graham Packaging Holdings Co.  The recovery rating
is '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

At the same time, Standard & Poor's placed all of its ratings
Graham Packaging Holdings Co. and its subsidiaries on CreditWatch
with positive implications.

The companies will issue the notes under Rule 144A with
registration rights, and Graham Packaging Holdings Co. and certain
domestic subsidiaries will guarantee the notes.  Graham intends to
use the proceeds to redeem its $250 million of senior unsecured
notes due 2012.

"We placed the ratings on CreditWatch positive following Graham's
announcement that it plans an IPO of its common stock in early
2010 and expects to use the approximately $320 million of net
proceeds to reduce term debt," explained Standard & Poor's credit
analyst Cynthia Werneth.  "All else being equal, if the
transaction is consummated and total debt decreases by at least
$300 million, S&P could raise the ratings by one notch."

Graham's total debt as of Sept. 30, 2009, was $2.6 billion.  S&P
adjust debt to include about $130 million of capitalized operating
leases and $25 million of tax-effected unfunded postretirement
liabilities.

The ratings on York, Pennsylvania.-based Graham Packaging Holdings
Co. and its subsidiaries reflect the company's satisfactory
business profile as a producer of rigid, value-added plastic
containers as well as its highly leveraged financial profile.

S&P's business-risk assessment incorporates the company's leading
position in niche markets, strong customer relationships, low cost
position, and technical capabilities.  However, its participation
in highly fragmented and competitive markets and significant
customer concentration somewhat offset these positive factors.

Graham, which had trailing-12-month sales of about $2.3 billion,
produces customized, blow-molded plastic containers for
noncarbonated beverages and foods, household cleaning products,
personal care products, and automotive lubricants.  Graham
benefits from leading market positions and technology in numerous
niche packaging markets, primarily in North America.  The company
has led the trend toward lighter-weight containers, which lowers
customers' costs but affords Graham the ability to retain profit
margins through innovation.  In addition, the high speed of
Graham's manufacturing lines is an important competitive
advantage.  Finally, the company has long-standing and mostly
contractual customer relationships, which benefit from numerous
on-site facilities.

S&P plans to resolve the CreditWatch status of the ratings upon
closing of the IPO, which S&P expects in early 2010.  If the
company executes the IPO as currently contemplated, total debt is
reduced by $300 million or more, and there is no significant
change in underlying business conditions or operating performance,
S&P could raise all the ratings by one notch.


GREEKTOWN CASINO: Marketing Executive Totaro Quits Post
-------------------------------------------------------
Nathan Hurst at The Detroit News reports that Greektown Casino-
Hotel's chief marketing executive Amanda Totaro left her post this
week after deciding to withdraw an application for licensure by
the Michigan Gaming Control Board.

Ms. Totaro's departure, according to Detroit News, comes just 10
months after she started at Greektown as part of a contract with
Las Vegas-based Fine Point Group, which has been running the
casino since January.  Ms. Totaro, the report notes, was one of
three Fine Point executives brought in to turn around the casino's
finances and operations after revenues plummeted following
Greektown's bankruptcy filing in May 2008.

The report notes Ms. Totaro's marketing plan has been particularly
aggressive, bringing in well-noticed promotions such as "Beat the
Chicken," where players compete in a game of tic-tac-toe against
live fowl trained in Arkansas, while offering to beat competitors'
coupons and special offers for regular players.

The report also says Rick Kalm, executive director of the Michigan
Gaming Control Board, confirmed Wednesday that Ms. Totaro had
withdrawn her application for licensure, but wouldn't reveal why.
Mr. Kalm said the licensing division of his office keeps in touch
regularly with licensure applicants throughout the investigative
process.  If red flags are raised during the investigation,
applicants are given the opportunity to correct problems or
withdraw the application, Mr. Kalm said.

Without a license, Ms. Totaro can't work in Michigan casinos, the
report says.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


HARRAH'S ENTERTAINMENT: Hilton Letter Alleges ERISA Claims
----------------------------------------------------------
Harrah's Entertainment, Inc., discloses receiving a letter from
Hilton Hotels Corporation in October 2009 alleging potential
liability with respect to an ERISA suit involving Hilton.

In December 1998, Hilton spun-off its gaming operations as Park
Place Entertainment Corporation.  In connection with the spin-off,
Hilton and Park Place entered an Employee Benefits and Other
Employment Allocation Agreement dated December 31, 1998, whereby
Park Place assumed or retained, as applicable, liabilities and
excess assets, if any, related to the Hilton Hotels Retirement
Plan based on the accrued benefits of Hilton employees and Park
Place employees.  Park Place changed its name to Caesars
Entertainment, Inc., and Harrah's acquired Caesars in June 2005.

In 1999 and 2005, the United States District Court for the
District of Columbia certified two nationwide class action
lawsuits against Hilton alleging that the Hilton Plan's benefit
formula was back loaded in violation of ERISA, and that Hilton
failed to properly calculate Hilton Plan participants' service for
vesting purposes.

In May 2009, the Court issued a decision granting summary judgment
to the plaintiffs.  In November 2009, the plaintiffs and Hilton
are scheduled to attend a Court-mandated mediation session in an
effort to determine an appropriate remedy.

Harrah's said the Hilton letter alleges potential liability under
the claims and under the terms of the Allocation Agreement.
Harrah's said it may be responsible for a portion of the liability
resulting from the claims.

"We are monitoring the status of the lawsuit, remedy
determination, and our potential liability, if any," Harrah's
said.

                          About Harrah's

Harrah's Entertainment, Inc., owns or manages 52 casinos,
primarily under the Harrah's, Caesars and Horseshoe brand names in
the United States.  The casino entertainment facilities include 33
land-based casinos, 12 riverboat or dockside casinos, three
managed casinos on Indian lands in the United States, one managed
casino in Canada, one combination thoroughbred racetrack and
casino, one combination greyhound racetrack and casino, and one
combination harness racetrack and casino.  The 33 land-based
casinos include one in Uruguay, 11 in the United Kingdom, two in
Egypt and one in South Africa.  On January 28, 2008, Harrah's
Entertainment was acquired by affiliates of Apollo Global
Management, LLC, and TPG Capital, LP, in an all cash transaction.

                           *     *     *

As reported by the Troubled Company Reporter on September 25,
2009, Moody's Investors Service assigned a Caa1 rating to the
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company.  Moody's also affirmed Harrah's Entertainment's
Caa3 Corporate Family rating, Caa3 Probability of default rating
and all of the long-term debt ratings of HET and HOC, Inc.

The TCR said June 15, 2009, that Standard & Poor's Ratings
Services raised its corporate credit ratings on Harrah's
Entertainment and Harrah's Operating to 'CCC+' from 'CCC'.


HARRAH'S ENTERTAINMENT: Posts $1.62 Billion Net Loss for Q3 2009
----------------------------------------------------------------
Harrah's Entertainment, Inc., said net loss for the three months
ended September 30, 2009, widened to $1,621,100,000 from
$122,500,000 for the same period a year ago.  For the nine months
ended September 30, 2009, the Company posted net income of
$548,100,000 from net loss of $407,300,000 for the same period a
year ago.

Net loss attributable to Harrah's Entertainment for the three
months ended September 30, 2009, was $1,624,300,000.  Net income
attributable to Harrah's Entertainment for the nine months ended
September 30, 2009, was $532,000,000.

Net revenues for the three months ended September 30, 2009, were
$2,282,200,000 from net revenues of $2,645,900,000 for the same
period a year ago.  Net revenues for the nine months ended
September 30, 2009, were $6,808,300,000 from net revenues of
$7,848,600,000 for the same period a year ago.

At September 30, 2009, Harrah's had $29,230,500,000 in total
assets against $27,764,100,000 in total liabilities and
$2,547,100,000 in preferred stock.  At September 30, 2009, the
Company had accumulated deficit of $4,568,900,000, stockholders'
deficit attributable to Harrah's Entertainment of $1,137,700,000,
non-controlling interests of $57,000,000, and total deficit of
$1,080,700,000.

The Company said cash and cash equivalents totaled $948,200,000 at
September 30, 2009, compared to $650,500,000 at December 31, 2008.

"We believe that our cash and cash equivalents balance, our cash
flows from operations and the financing sources discussed herein
will be sufficient to meet our expected operating requirements
during the next twelve months and to fund capital expenditures.
In addition, we may consider issuing additional debt in the future
to refinance existing debt or to finance specific capital
projects," the Company said.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?49b6

On Monday, the Company filed an amendment to its September 2009
Quarterly Report to correct the Company's disclosures related to
the Exhibit 99, Supplemental Discussion of Pro forma Harrah's
Operating Company, Inc. Results.  A substantial portion of the
debt of the Company's consolidated group is issued by HOC.
Therefore, the Company provides supplemental information
pertaining solely to the results of operations of HOC.

The Company erroneously presented the expense subcomponents of
Casino, Food and Beverage, Rooms and Property general,
administrative and other expense as shown in Exhibit 99 on HOC's
Condensed Combined Statement of Operations for the three and nine
months ended September 30, 2009 in its Original Filing, although
Total Operating Expenses and Net Loss were properly stated.  The
Company filed Amendment No. 1 to correct those line items in HOC's
Condensed Combined Statement of Operations for the three and nine
months ended September 30, 2009.  This error had no impact on the
financial position, net loss or cash flows of either Harrah's or
HOC for the three and nine months ended September 30, 2009.

A full-text copy of Amendment No. 1 is available at no charge at:

               http://ResearchArchives.com/t/s?49b7

                          About Harrah's

Harrah's Entertainment, Inc., owns or manages 52 casinos,
primarily under the Harrah's, Caesars and Horseshoe brand names in
the United States.  The casino entertainment facilities include 33
land-based casinos, 12 riverboat or dockside casinos, three
managed casinos on Indian lands in the United States, one managed
casino in Canada, one combination thoroughbred racetrack and
casino, one combination greyhound racetrack and casino, and one
combination harness racetrack and casino.  The 33 land-based
casinos include one in Uruguay, 11 in the United Kingdom, two in
Egypt and one in South Africa.  On January 28, 2008, Harrah's
Entertainment was acquired by affiliates of Apollo Global
Management, LLC, and TPG Capital, LP, in an all cash transaction.

                           *     *     *

As reported by the Troubled Company Reporter on September 25,
2009, Moody's Investors Service assigned a Caa1 rating to the
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company.  Moody's also affirmed Harrah's Entertainment's
Caa3 Corporate Family rating, Caa3 Probability of default rating
and all of the long-term debt ratings of HET and HOC, Inc.

The TCR said June 15, 2009, that Standard & Poor's Ratings
Services raised its corporate credit ratings on Harrah's
Entertainment and Harrah's Operating to 'CCC+' from 'CCC'.


HAWKER BEECHCRAFT: Moody's Affirms 'Caa2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Hawker Beechcraft Acquisition
Company LLC's Caa2 Corporate Family and Probability of Default
ratings but lowered the rating on the company's senior secured
bank obligations to Caa1 from B3 following announcement of plans
to expand the size of its secured term loan.  At the same time,
ratings on Hawker Beechcraft's senior unsecured cash-pay and PIK
election notes (Caa3) and subordinated notes (Ca) were affirmed.
The company's Speculative Grade Liquidity rating was changed to
SGL-4, designating weak liquidity, but is expected to improve once
final amounts sourced from an incremental term loan are known.
The outlook was revised to negative.

The actions follow several developments: an amendment to the
company's revolving credit facility reducing the size of the
commitment and revising financial covenants, a proposed increase
of $200 million to an existing $1,271 million term loan,
disclosure of some $0.7 billion of non-cash impairment and other
charges during the company's third quarter.

In early November, Hawker Beechcraft amended its $400 million
revolving credit facility ($365 million net of Lehman's commitment
of $35 million).  This involved addressing the effective financial
covenant (waiving future compliance with a maximum net secured
debt/EBITDA test which was scheduled to tighten over the next
year) and decreasing the size of the facility to $240 million.
The latter also required a repayment of $125 million of previous
borrowings to keep outstanding amounts within the lower aggregate
commitment.  New financial covenants include a minimum defined
liquidity applicable while there is any utilization of the
facility, and a minimum EBITDA level which will be first measured
at the end of June 2011 and escalates thereafter.

The adverse impact to short-term liquidity rating from the use of
cash to repay borrowings and lower external back-up was seen as
detrimental to liquidity.  However, this is likely to be offset by
proceeds from a proposed $200 million addition to Hawker
Beechcraft's term loan which is being undertaken on a best efforts
basis.  Similarly, the effect of tightening financial covenants
was not eliminated, just pushed-out in time.

Hawker Beechcraft will need to maintain a defined minimum level of
liquidity.  But, without supplemental resources from the proposed
term loan, cushion under this requirement could be under stress in
early 2010.  Assuming the company is successful in raising this
new capital, the probability of a violation of financial covenants
will be reduced and liquidity could then be adequate over the
intermediate term which is expected to witness the trough in sales
of new aircraft.  Moreover, the company does not face any material
debt maturities for several years, providing a degree of
flexibility until market conditions improve.  Nonetheless, the
company's level of secured indebtedness will step-up by the higher
amount of the term loan and debt will further increase from the
election to satisfy interest under its PIK election notes through
payment in kind.  These trends were viewed as offsetting each
other such that the long-term ratings of Corporate Family and
Probability of Default were left unchanged at Caa2.

The Caa2 CFR incorporates a highly leveraged capital structure and
resultant level of fixed charges which sit atop an operating
business with an established competitive position but in a
cyclical industry currently under duress.  A reduction in junior
capital from discounted debt repurchases earlier in 2009 and
related net interest savings incrementally lowered the company's
debt service requirements.  However, those positive developments
will be diminished by the net increase in secured debt
arrangements and increase in bank borrowing costs.  Furthermore,
demand levels and prospects for future earnings and cash flows
remain under pressure at least through 2010.

Although government certification requirements establish
substantial barriers to entry, pricing in the business jet segment
is very competitive as established firms vie for orders during a
period of slack demand and used aircraft inventories remain at
elevated levels.  With a range of new business jets from Embraer
expected to enter the market over the next few years, competition
for market share is likely to intensify.  U.S. and foreign
government contracts for trainer aircraft have increased and
provide some diversification from the more volatile demand for
business & general aviation aircraft.  The existing fleet of in-
use aircraft provides a material level of aftermarket revenues,
but general aviation activity in the US remains at depressed
levels although the pace of decline has started to ebb.

Historically, the business jet market has been driven by prospects
for corporate earnings in North America.  More recently,
international markets contributed to growth and accounted for
nearly half of 2008 revenues and an increasingly significant
portion of the $6.6 billion backlog at September 2009 (down
$1 billion from levels at the end of 2008).  The sector remains
highly cyclical despite the improved geographic spread of the
order book as few regions continue with prospects that would
translate into improving demand for new aircraft over the next few
years.  In addition, Hawker Beechcraft continues with a degree of
concentration in its customer base and prospects for certain
aircraft models.

Financial stress is also evident from elections to continue to pay
interest on one of its senior unsecured notes through the issuance
of additional notes and the recent $0.7 billion of charges
stemming from intangible impairments and the need to take reserves
for loss-making aircraft and supplier claims.

The negative outlook incorporates an expected severe contraction
in demand in the company's business jet and general aviation
segment over the next two years and limited prospects to returning
to material profitability over that time-frame.  Margin
compression is expected in that segment, which in turn would lead
to an increase in leverage and a decline in interest coverage
metrics.  Moody's acknowledges that management initiatives
designed to lower the company's cost base should mitigate some of
this pressure and incremental proceeds from the proposed term loan
should provide flexibility to manage through the down-turn.

The SGL-4 liquidity rating considers a pro forma cash position of
some $175 million at September 2009 following the pay-down under
the revolving credit agreement and the smaller commitment under
that facility which continues as fully-drawn.  Over the
intermediate term, pension funding requirements could increase
cash needs as early as next year, and, without a significant
inflow of funds from the proposed term loan transaction, cushion
under the minimum liquidity requirement could become challenging
in early 2010.  Assuming the company is successful in raising a
significant amount through the incremental term loan, the
liquidity profile, and SGL rating, would be expected to improve.
But, EBITDA generation would still need to improve in 2011 to
satisfy the minimum EBITDA test.

Ratings affirmed with refreshed Loss Given Default point
estimates:

  -- Corporate Family Rating, Caa2
  -- Probability of Default, Caa2
  -- $183 million senor fixed rate notes, Caa3 (LGD-5, 81%)
  -- $276 million senior PIK election notes, Caa3 (LGD-5, 81%)
  -- $145 million subordinated notes, Ca (LGD-6, 95%)

Ratings lowered with refreshed Loss Given Default point estimates:

  -- $240 million revolving credit facility to Caa1 (LGD-3, 33%)
     from B3 (LGD-3, 31%)

  -- $1,471 million term loan to Caa1 (LGD-3, 33%) from B3 (LGD-3,
     31%)

  -- $75 million synthetic letter of credit facility to Caa1 (LGD-
     3, 33%) from B3 (LGD-3, 31%)

Although neither the CFR nor PDR have changed, the lower ratings
for the secured facilities reflect a reduction in their expected
recovery rate from the slightly higher amount of secured claims in
the waterfall and slightly lower amount of junior claims in the
liability structure.

The last rating action was on June 17, 2009, at which time Moody's
adjusted certain debt ratings following an the conclusion of the
company's tender offer for portions of its junior debt.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, KS, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals.


HAYES LEMMERZ: Court OKs Pension, Retiree Medical Benefit Deals
---------------------------------------------------------------
Daily Bankruptcy Review reports that Hayes Lemmerz International
Inc. Thursday won court approval of settlements that allow it to
walk away from pension obligations and cut its retiree medical
benefits.

As reported by the Troubled Company Reporter on November 4, 2009,
Hayes Lemmerz said it has reached settlements with its U.S.
retirees that will allow the Company to significantly reduce the
burden of its retiree medical liabilities in the United States.
In addition, the Company has reached an agreement in principle
with the Pension Benefit Guaranty Corporation that is expected to
resolve the PBGC's claims with respect to the Company's United
States pension plan.  The Company's legacy retiree medical and
pension liabilities in the United States were in excess of US$250
million prepetition and are expected to be less than US$75 million
upon emergence from Chapter 11.

On November 3, the United States Bankruptcy Court for the District
of Delaware confirmed a plan of reorganization for the Company and
substantially all of its U.S. subsidiaries that will significantly
improve the Company's balance sheet and reduce its leverage.  The
Company's total consolidated prepetition funded indebtedness of
approximately US$720 million is expected to be reduced to
approximately US$240 million upon emergence from Chapter 11.

The Court's confirmation order is conditioned upon the Company
obtaining exit financing.  The Company is currently working with a
number of potential lenders to structure exit financing of
approximately US$100 million.  The Company 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: Offers Cash for 2014 Floating Rate Senior Notes
-----------------------------------------------------------------
HealthSouth Corporation has commenced a tender offer to purchase
for cash any and all of its outstanding floating rate senior notes
due 2014.  Additional terms and conditions of the tender offer are
described in the offer to purchase and consent solicitation
statement dated November 16, 2009, and the related letter of
transmittal.  The offer will expire at 12:00 midnight, New York
City time, on December 14, 2009, unless extended or earlier
terminated by HealthSouth.

HealthSouth is also soliciting consents to amend the indenture
governing the notes.  The proposed amendments will, among other
things, eliminate substantially all of the restrictive covenants
and eliminate certain other related provisions contained in the
indenture governing the notes.

The total consideration for each $1,000 principal amount of the
notes validly tendered and accepted for payment pursuant to the
tender offer on or prior to the consent payment deadline of
5:00 p.m., New York City time, on November 30, 2009, unless
extended or earlier terminated by HealthSouth, will be $1,030,
which includes an early tender amount of $30.  The total
consideration for each $1,000 principal amount of notes validly
tendered and accepted for payment after the consent payment
deadline will be $1,000. In addition, each holder will receive
accrued and unpaid interest on such notes from the last interest
payment date to, but not including, the payment date for the
notes.  Tendered notes may not be withdrawn and consents may not
be revoked after the consent payment deadline.

HealthSouth intends to fund the payment of the total consideration
with the proceeds from new debt financing and cash on hand.
Currently, the aggregate principal amount of notes outstanding is
$329.6 million.

The tender offer and consent solicitation are conditioned upon
the satisfaction of certain conditions, including (i) the Company
consummating new debt financing on terms reasonably satisfactory
to the Company and resulting in the issuance of indebtedness
having an aggregate principal amount of not less than
$290 million, (ii) the tender of notes representing at least a
majority in aggregate principal amount then outstanding, (iii) the
execution of a supplement to the indenture governing the notes
implementing the proposed amendments to the indenture following
receipt of the requisite consents, and (iv) certain other
conditions.

HealthSouth has engaged J.P. Morgan Securities Inc. as the Dealer
Manager and Solicitation Agent for the tender offer and consent
solicitation. Requests for documents relating to the tender offer
and consent solicitation or questions regarding the tender offer
may be directed to J.P. Morgan Securities Inc. at 800-245-8812.
Requests for additional copies of the offer to purchase and
consent solicitation statement, the related letter of transmittal
or any other documents may be directed to Georgeson Inc., the
information agent for the tender offer and consent solicitation,
at 800-868-1361.

                         About HealthSouth

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

At September 30, 2009, the Company had $1.754 billion in total
assets against $2.288 billion in total liabilities and $387.4
million of convertible perpetual preferred stock.  At September
30, 2009, the Company had accumulated deficit of $3.756 billion,
healthsouth shareholders' deficit of $1.002 billion,
noncontrolling interests of $80.8 million and total shareholders'
deficit of $921.9 million.


HEALTHSOUTH CORP: Posts $24.8 Million Net Income for Q3 2009
------------------------------------------------------------
HealthSouth Corporation reported net income of $24.8 million for
the three months ended September 30, 2009, from net income of
$12.8 million for the same period a year ago.  The Company posted
net income of $81.9 million for the nine months ended
September 30, 2009, from net income of $91.6 million for the same
period a year ago.

Net operating revenues for the three months ended September 30,
2009, were $472.7 million from $455.5 million for the same period
a year ago.  Net operating revenues for the nine months ended
September 30, 2009, were $1.431 billion from $1.376 billion for
the same period a year ago.

At September 30, 2009, the Company had $1.754 billion in total
assets against $2.288 billion in total liabilities and
$387.4 million of convertible perpetual preferred stock.  At
September 30, 2009, the Company had accumulated deficit of
$3.756 billion, healthsouth shareholders' deficit of
$1.002 billion, noncontrolling interests of $80.8 million and
total shareholders' deficit of $921.9 million.

"We continue to make progress in improving our leverage and
liquidity," HealthSouth said in its quarterly filing on Form 10-Q.

During the nine months ended September 30, 2009, HealthSouth
reduced its total debt by approximately $117 million and increased
its Cash and cash equivalents by approximately $85 million.  In
February 2009, HealthSouth used its federal income tax refund for
tax years 1995 through 1999 along with available cash to reduce
its Term Loan Facility by $24.5 million and amounts outstanding
under its revolving credit facility to zero.  In addition,
HealthSouth used a portion of the net proceeds from its settlement
with UBS to redeem $36.4 million of its Floating Rate Senior Notes
due 2014.

As of September 30, 2009, HealthSouth had $117.3 million in Cash
and cash equivalents.  This amount excludes $88.1 million in
Restricted cash and $23.3 million of restricted marketable
securities.  HealthSouth's restricted assets pertain to various
obligations it has under partnership agreements and other
arrangements, primarily related to its captive insurance company.
As of December 31, 2008, its Restricted cash included
$97.9 million related to its settlement with UBS.

HealthSouth has scheduled principal payments of $6.2 million and
$24.9 million in the remainder of 2009 and 2010, respectively,
related to long-term debt obligations.  HealthSouth said it does
not face substantial near-term refinancing risk, as its revolving
credit facility does not expire until 2012, a portion of its Term
Loan Facility does not mature until 2013, with the remainder
maturing in 2015, depending on certain conditions.

As of September 30, 2009, HealthSouth was in compliance with the
covenants under its Credit Agreement.

"The results of another solid quarter reinforce the strength and
sustainability of HealthSouth's business model," said Jay Grinney,
President and Chief Executive Officer of HealthSouth.  "Discharges
increased by 5.3% compared to the third quarter of 2008, and we
continued to manage our hospitals in a high-quality, cost-
effective manner.  As a result of these efforts, we were able to
generate $132.9 million in cash flows from operating activities
during the quarter and saw our Adjusted Consolidated EBITDA grow
by $17.0 million, or just over 21%, compared to the third quarter
of last year.  Based on these solid results and the Company's
positive outlook for the fourth quarter, we are raising our full-
year Adjusted Consolidated EBITDA and adjusted diluted EPS
guidance."

As a result of its continued strong operating results through the
third quarter of 2009, the Company is increasing its guidance for
2009.  Adjusted Consolidated EBITDA guidance for 2009 has been
increased from a range of $354 million to $362 million to a range
of $375 million to $380 million.  Adjusted diluted earnings per
share have been increased from a range of $1.15 to $1.25 per share
to a range of $1.45 to $1.50 per share.

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?49b8

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?49b9

HealthSouth was slated to participate in the 6th Annual Lazard
Healthcare Conference in New York on November 17-18, 2009.  As
part of the conference, representatives of HealthSouth were to
make a presentation on November 17 about, among other things, the
Company's strategy, objectives, and financial performance and
discuss industry trends and dynamics.

In the slide presentation, the Company updated its leverage ratio
goal of 3.5x to 4.0x from year-end 2012 to year-end 2011.  In
addition, the slide presentation includes data published through
the Uniform Data System for Medical Rehabilitation for the third
quarter of 2009.  This data shows that the Company continued to
grow its market share during the third quarter of 2009.  This
industry information, as reported through the UDS under the
presumptive method on a quarter lag, showed an average 0.3%
increase in discharges for UDS industry sites (including 90
HealthSouth sites) compared to same store discharge growth of 5.3%
for HealthSouth during the third quarter of 2009.

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

                         About HealthSouth

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.


HEALTHSOUTH CORP: To Sell $290 Mil. of 8.125% Senior Notes
----------------------------------------------------------
HealthSouth Corporation is offering $290 million aggregate
principal amount of 8.125% Senior Notes due 2020.

HealthSouth intends to use the net proceeds from the sale of the
notes, together with cash on hand, to (i) pay the consideration
required in connection with its tender offer and consent
solicitation for any and all of its outstanding 2014 Floating Rate
Senior Notes, including the payment of any applicable accrued and
unpaid interest on such notes, and (ii) redeem any 2014 Notes that
may remain outstanding following completion of the tender offer,
including the payment of any applicable accrued and unpaid
interest on such notes.

As of September 30, 2009, $329.6 million aggregate principal
amount of the 2014 Notes was outstanding, bearing interest at a
rate of 7.2175% per annum.  While the 2014 Notes mature on
June 15, 2014, HealthSouth has the option to prepay the aggregate
principal amount of the notes, together with any accrued and
unpaid interest on such notes, at any time, in whole or in part,
at a redemption price that is currently 103.00% of their principal
amount.

The Company filed with the Securities and Exchange Commission a
free writing prospectus disclosing certain terms of the 8.125%
Notes offering:

     Gross Proceeds:               $285,148,300
     Net Proceeds to Issuer
        (before expenses):          278,985,800
     Coupon:                        8.125%
     Maturity:                      February 15, 2020
     Offering Price:                98.327%
     Yield to Maturity:             8.375%
     Spread to Treasury:            +502 basis points
     Benchmark:                     UST 3.375% due 11/15/2019
     Ratings:                       Caa1/CCC+
     Interest Pay Dates:            February 15 and August 15
     Beginning:                     February 15, 2010
     Equity Clawback:               Up to 35% at 108.125%
     Until:                         February 15, 2013
     Optional redemption:           Make-whole call at T+50bps
                                      until February 15, 2015,
                                      then:

                           On or after                 Price
                           -----------                 -----
                           Feb. 15, 2015              104.063%
                           Feb. 15, 2016              102.708%
                           Feb. 15, 2017              101.354%
                           Feb. 15, 2018
                              and thereafter          100.000%

     Change of control:             Put @ 101% of principal plus
                                    accrued interest
     Trade Date:                    November 17, 2009
     Settlement Date:         (T+9) December 1, 2009
     CUSIP:                         421924BG5
     ISIN:                          US421924BG51
     Denominations:                 2,000x1,000
     Bookrunners:                   J.P. Morgan
                                    Barclays Capital
                                    Goldman, Sachs & Co.

It is expected that delivery of the notes will be made against
payment therefor on or about December 1, 2009, which is the ninth
business day following the date of pricing of the notes.

A full-text copy of the PRELIMINARY PROSPECTUS SUPPLEMENT is
available at no charge at http://ResearchArchives.com/t/s?49bc

On November 16, 2009, the Company also filed with the Securities
and Exchange Commission a shelf registration statement in
connection with its plan to offer, from time to time, shares of
common stock; shares of preferred stock, which may be convertible
or exchangeable; warrants to purchase common stock or preferred
stock; and debt securities.

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


HEXION SPECIALTY: Posts $53 Million Net Income for Q3 2009
----------------------------------------------------------
Hexion Specialty Chemicals, Inc., reported net income of
$53 million for the three months ended September 30, 2009, from a
net loss of $75 million for the same period a year ago.  Hexion
reported net income of $99 million for the nine months ended
September 30, 2009, from a net loss of $265 million for the same
period a year ago.

Net sales for the three months ended September 30, 2009, were
$1.080 billion from $1.611 billion for the same period a year ago.
Net sales for the nine months ended September 30, 2009, were
$2.941 billion from $4.915 billion for the same period a year ago.

At September 30, 2009, the Company had total assets of
$3.020 billion against total liabilities of $5.080 billion.  At
September 30, 2009, the Company had accumulated deficit of
$2.344 billion, shareholder's deficit attributable to Hexion
Specialty of $2.075 billion, noncontrolling interest of
$15 million, and total deficit of $2.060 billion.

"We are a highly leveraged company.  Our primary sources of
liquidity are cash flows generated from operations, availability
under our senior secured credit facilities and our financing
commitment from Apollo.  Our primary liquidity requirements are
interest and capital expenditures.  In addition, over the next
fifteen months, we will continue to have cash outflows related to
productivity program-related obligations, and obligations related
to the terminated Huntsman merger," Hexion said in a Form 10-Q
filing.

At September 30, 2009, Hexion had $3.507 billion of debt,
including $115 million of short-term debt and capital lease
maturities (of which $58 million is U.S. short-term debt and
capital lease maturities).  In addition, at September 30, 2009,
Hexion had $403 million in liquidity including $139 million of
unrestricted cash and cash equivalents, $218 million of borrowings
available under its senior secured revolving credit facilities and
$46 million of borrowings available under credit facilities at
certain domestic and international subsidiaries with various
expiration dates through 2011 and the financing commitment from
Apollo.

During the third quarter of 2009, Hexion experienced continued
decreases in volumes for most of its businesses compared to the
prior year.  However, Hexion has noted incremental quarter-over-
quarter volume increases throughout 2009.  In response to overall
volume decreases, Hexion has continued to focus on reducing cost
structure and realigning manufacturing capacity in line with
current market demand.

Craig O. Morrison, Chairman, President and CEO, said in a press
statement, "While we were encouraged by the steady improvement in
our recent volumes, certain key end markets remain soft.  As part
of our response to the ongoing demand volatility, we are
continuing to aggressively pursue our productivity initiatives.
As of the third quarter of 2009, Hexion had $175 million of in
process productivity actions.  In addition to our productivity
initiatives, we continued to reduce costs globally wherever
possible."

In its Form 10-Q filing, Hexion said, "We are progressing as
planned toward achieving our productivity savings initiatives and
currently have $175 million of in-process savings at September 30,
2009. Most of the actions to obtain the remaining productivity
savings will be completed over the next fifteen months."

Hexion added, "We expect to have adequate liquidity to fund our
ongoing operations and cash debt service obligations for the
foreseeable future, including our obligation to redeem $34 million
in face value of our Industrial Revenue Bonds in the fourth
quarter of 2009.  In addition, we have incurred significant legal
expenses associated with the terminated Huntsman merger, including
the $18 million settlement related to the New York Shareholder
action.  We expect to fund these obligations from cash flows
provided by operating activities and amounts available for
borrowings under our credit facilities.  We are also investigating
the sale of non-core assets to further increase our liquidity.
Opportunities for these sales could depend to some degree on
improvement in the credit markets.  The continued depressed demand
for our products for an extended period of time due to global
economic and financial conditions would negatively impact our
liquidity, future results of operations and flexibility to execute
liquidity enhancing actions."

"We continue to face pressure from vendors to reduce payment terms
due to the current credit environment.  To minimize the impact on
cash flows, we continue to negotiate and contractually extend
payment terms whenever possible.  We have also focused on
receivable collections to offset a portion of the payment term
pressure by offering incentives to customers to encourage early
payment, or accelerate receipts through the sale of receivables.
For instance, in the first nine months of 2009, we entered into
accounts receivable purchase and sale agreements to sell a portion
of our trade accounts receivable to an Apollo affiliate.  As of
September 30, 2009, through these agreements, we effectively
accelerated the timing of cash receipts on $99 million of our
receivables.  In addition, certain of our customers have entered
into supplier financing arrangements with third parties, whereby
the third party purchases the trade customer receivable from us."

Hexion was in compliance at September 30, 2009 with all of the
terms of its outstanding indebtedness, including the financial
covenants. The Company expects to have adequate liquidity to fund
its ongoing operations and cash debt service obligations for the
foreseeable future, including its obligation to redeem $34 million
in face value of Industrial Revenue Bonds in the fourth quarter of
2009. Hexion expects to fund its obligations from cash flows
provided by operating activities, amounts available for borrowings
under our credit facilities and amounts available from its parent.

During the third quarter of 2009, the Company purchased and
extinguished $71 million in face value of its outstanding debt
securities for approximately $31 million.  Any future repurchases
will depend on prevailing market conditions, the Company's
liquidity requirements, contractual restrictions and other
factors.  The amounts involved may be material.

"We will continue to focus aggressively on cash management going
forward.  We are pleased with our cash generation during the first
nine months of 2009 as Hexion generated cash flow from operations
of $311 million," Mr. Morrison said.

"Looking ahead, while Hexion is encouraged by the gradual volume
improvement it has experienced in 2009, the Company's longer-term
visibility remains limited at this time.  We continue to focus on
the items we can control, including our cost-control initiatives,
site restructuring actions, and serving our global customers.  We
believe that as the economy recovers, Hexion is well positioned to
benefit from its lower cost structure."

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?49bf

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?49c0

                 About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals --
http://www.hexion.com/-- serves the global wood and industrial
markets through a broad range of thermoset technologies, specialty
products and technical support for customers in a diverse range of
applications and industries.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management, L.P.


IDEARC INC: Paulson Gets Go Signal to Buy Up to 45% Stake
---------------------------------------------------------
Idearc Inc. has entered into a standby equity purchase arrangement
with certain funds and accounts managed by Paulson & Co. Inc.,
pursuant to the authorization of the United States Bankruptcy
Court for the Northern District of Texas in Idearc's pending
Chapter 11 proceedings.  Under the standby purchase arrangement,
each holder of Class 3 and Class 4 claims under Idearc's proposed
plan of reorganization will have the right to elect, in its sole
discretion, to receive cash in lieu of shares of new Idearc common
stock upon the effectiveness of the plan of reorganization.

The cash to fund the elections by claim holders will be provided
by Paulson's purchase from reorganized Idearc of the number of
shares of new common stock that otherwise would have been
distributed to electing claim holders.  The amount of cash to be
received would be an amount per share implied by a valuation for
all of the equity of reorganized Idearc of at least $260 million.
Under the standby purchase agreement, the amount of new common
stock that Paulson can acquire is limited so that Paulson cannot
beneficially own more than 45 percent of the outstanding new
Idearc common stock as of the effective date of the
reorganization.

As part of the standby equity purchase arrangement, Paulson and
Idearc have agreed on corporate governance measures described in
the documents included in the order entered by the Bankruptcy
Court, including Paulson being granted the right to nominate one
director to serve on the Board of Directors of Idearc, and
Paulson's beneficial ownership of common stock being limited to
45% of the issued and outstanding stock of Idearc.

The obligations of Paulson and Idearc to consummate the
transactions are subject to conditions set forth in the purchase
agreement Idearc filed with the Bankruptcy Court.

As previously reported, Idearc expects to emerge from its
reorganization process with an appropriate capital structure to
support its future strategic business plans and objectives.  Under
its proposed plan of reorganization, the company's total debt will
be reduced from approximately $9 billion to approximately
$2.75 billion of secured bank debt, with the Company's current
bank debt holders, bond holders and certain other creditors
receiving new common stock of reorganized Idearc.  The proposed
plan of reorganization provides that upon emergence from Chapter
11, The company will have a cash balance of approximately
$150 million.

The proposed plan of reorganization provides that the current
holders of Idearc's common stock will not receive any
distributions following emergence and their equity interests will
be cancelled and have no value once the Plan becomes effective.

                     Parties Settle Issues

Meanwhile, according to Law360, unsecured creditors in Idearc
Inc.'s bankruptcy have settled a dispute with secured lenders over
control of assets including Idearc's advertising revenues and
copyrights for its Yellow Pages directories, attorneys for both
sides said.

                         About Idearc

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, The company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their laims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


J2 INVESTMENTS: Sec. 341 Meeting Set for December 17
----------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of J2
Investments, LLC's creditors on December 17, 2009, at 2:00 p.m. at
Office of the U.S. Trustee, 1100 Commerce St., Room 976, in
Dallas, TX 75242.

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.

Dallas, Texas-based J2 Investments, LLC, filed for Chapter 11
bankruptcy protection on November 11, 2009 (Bankr. N.D. Texas Case
No. 09-37744).  The Company's affiliates, Carole Petroleum, LLC,
and Red River Operators, LLC, filed separate Chapter 11 petitions.
Mark A. Castillo, Esq., Melanie Pearce Goolsby, Esq., and
Stephanie Diane Curtis, Esq., at The Curtis Law Firm, PC, assist
J2 Investments 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.


JETBLUE AIRWAYS: Adopts Executive Compensation Clawback Policy
--------------------------------------------------------------
The Board of Directors of JetBlue Airways Corporation approved on
November 12, 2009, a policy by which a director who receives more
"withheld" votes than "for" votes in an uncontested election of
directors shall submit a resignation to the Board.  The Board will
either accept the resignation or disclose its reasons for not
accepting the resignation in a report filed with the Commission
within 90 days of the certification of election results.  The
policy is embedded in the Company's governance guidelines and in
its amended bylaws.

Also on November 12, 2009, the Board approved the adoption of an
executive compensation "clawback" policy under with it will
require reimbursement of all or a portion of any bonus, incentive
payment, or equity-based award granted to or received by any
executive officer and certain other officers after January 1,
2010, where a) the payment was predicated upon the achievement of
certain financial results that were subsequently the subject of a
restatement, b) in the Board's view the executive engaged in
willful misconduct that caused or partially caused the need for
the restatement, and c) a lower payment would have been made to
the executive based upon the restated financial results.

                    About JetBlue Airways

Based in Forest Hills, New York, JetBlue Airways Corporation
(NASDAQ: JBLU) -- http://www.jetblue.com/-- is a passenger
airline company, currently serving 58 cities with 550 daily
flights.  JetBlue operates primarily on point-to-point routes with
its fleet of 107 Airbus A320 aircraft and 35 EMBRAER 190 aircraft.
For the year ended December 31, 2008, JetBlue was the 7th largest
passenger carrier in the United States based on revenue passenger
miles as reported by those airlines.

                         *     *     *

As reported in the Troubled Company Reporter on October 28, 2009,
Moody's Investors Service affirmed the Caa2 corporate family and
probability of default ratings of JetBlue Airways Corp., the Ca
senior unsecured rating on the 3.75% Senior Convertible Notes due
2035 and its ratings on the company's three outstanding series of
Enhanced Equipment Trust Certificates.  Moody's also assigned an
SGL-3 Speculative Grade Liquidity rating to JetBlue and changed
the ratings outlook to stable from negative.


JETBLUE AIRWAYS: Inks Pact Governing Senior Advisor Chew's Service
------------------------------------------------------------------
JetBlue Airways Corporation and Russ Chew on November 11, 2009,
entered into an agreement governing Mr. Chew's service to the
Company as a senior advisor through May 31, 2010, which included
termination of his employment agreement, customary provisions and
releases.

The material compensatory terms of the agreement are substantially
similar to those of his employment contract, and include, subject
to certain terms and conditions, payment of his salary, 2009
bonus, and housing allowance with related benefits.

In addition, Mr. Chew will receive flight benefits through May
2013, subject to the terms of the Company's pass travel programs.
Mr. Chew is not eligible for equity grants under his senior
advisor agreement.

                    About JetBlue Airways

Based in Forest Hills, New York, JetBlue Airways Corporation
(NASDAQ: JBLU) -- http://www.jetblue.com/-- is a passenger
airline company, currently serving 58 cities with 550 daily
flights.  JetBlue operates primarily on point-to-point routes with
its fleet of 107 Airbus A320 aircraft and 35 EMBRAER 190 aircraft.
For the year ended December 31, 2008, JetBlue was the 7th largest
passenger carrier in the United States based on revenue passenger
miles as reported by those airlines.

                         *     *     *

As reported in the Troubled Company Reporter on October 28, 2009,
Moody's Investors Service affirmed the Caa2 corporate family and
probability of default ratings of JetBlue Airways Corp., the Ca
senior unsecured rating on the 3.75% Senior Convertible Notes due
2035 and its ratings on the company's three outstanding series of
Enhanced Equipment Trust Certificates.  Moody's also assigned an
SGL-3 Speculative Grade Liquidity rating to JetBlue and changed
the ratings outlook to stable from negative.


JONES APPAREL: Moody's Affirms Corporate Family Rating at 'Ba2'
---------------------------------------------------------------
Moody's Investors Service upgraded the Speculative Grade Liquidity
rating of Jones Apparel Group, Inc., to SGL-1 from SGL-2.  The
company's Ba2 Corporate Family and Probability of Default ratings
and Ba3 senior unsecured note rating were affirmed.  The rating
outlook remains stable.

Jones' SGL-1 Speculative Grade Liquidity rating acknowledges the
company's significantly improved free cash flow profile resulting
from improved operating margins, more efficient working capital
management and reduced capital expenditure requirements going
forward.  Moody's estimates that Jones will likely generate a
positive level of cash flow after capital expenditures, working
capital, and debt service requirements in fiscal 2010, and at the
same time, will maintain a substantial existing cash balance.  The
company currently has about $160 million of cash on hand.

The SGL-1 anticipates that Jones will maintain significant
availability under its $650 million asset-based loan facility --
there is currently nothing outstanding under the revolver other
than $37 million of letter-of-credit obligations -- and will be
well within compliance of its financial covenants.  The company is
only subject to springing fixed charge coverage if availability
drops below 15% of the $650 revolver commitment.  Given Moody's
expectation of positive free cash flow and limited revolver usage
going forward, it's not expected the fixed charge coverage
covenant will go into effect in the foreseeable future.

Jones' Ba2 Corporate Family Rating considers its low operating
margins relative to its peers and significant reliance on the
department store channel which currently accounts for close to
sixty percent of total revenue.  Positive rating consideration is
given to the company's large scale of operations, the breadth of
its brand portfolio, Jones' very good liquidity profile, and
moderate leverage.  Debt/EBITDA is currently about 3.8 times.

Rating upgraded:

  -- Speculate Grade Liquidity Rating to SGL-1 from SGL-2

Ratings affirmed and LGD point estimates adjusted:

  -- Corporate Family Rating at Ba2

  -- Probability of Default Rating at Ba2

  -- $500 million senior unsecured notes at Ba3 (to LGD5, 72% from
     LGD5, 71%)

The last rating action on Jones was on January 8, 2009, when the
company's senior unsecured notes were downgraded from Ba2 to Ba3.

Jones Apparel Group Inc. is a designer, marketer and wholesaler of
branded apparel, footwear, and accessories.  The company also
markets directly to consumers through mall based specialty retail
stores and outlet stores.  The company currently generates annual
revenue of about $3.4 billion.


LANDRY'S RESTAURANTS: S&P Assigns 'BB-' Rating on $235.6 Mil. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned ratings to
Houston-based-Landry's Restaurants Inc.'s $235.6 million amended
and restated credit facility and its $406.5 million 11.625% senior
secured second-lien notes, and placed them on CreditWatch with
negative implications.  The company expects to close on the credit
facility on Nov. 30, 2009.

The facility will consist of a $75 million revolving credit
facility and a $160.6 million term loan and have a four-year
maturity.  The rating on this senior secured facility is 'BB-',
two notches above the corporate credit rating and has a '1'
recovery rating, which indicates S&P's expectation of very high
(90%-100%) recovery in the event of default.  The senior secured
second-lien notes are rated 'B' the same as the corporate credit
rating and have a '4' recovery rating, which indicates S&P's
expectation of average (30%-50%) recovery in the event of default.

The proceeds from the debt issuance will refinance the company's
current debt, pay fees associated with the transactions, and
general corporate purpose or possibly fund the proposed
acquisition of Landry's by Tilman Fertitta, if accepted by
shareholders.

The company's ratings, including the 'B' corporate credit rating,
remain unchanged and on CreditWatch with negative implications
given uncertainty around Landry's longer term financial policies
if shareholders reject the current offer to take the company
private.  The ratings were initially placed on CreditWatch on
Sept. 9, 2009, after the company announced that it would explore
strategic alternatives, including a possible sale of the company
in a "go private" transaction.

                           Ratings List

                    Landry's Restaurants Inc.

     Corporate Credit Rating                  B/Watch Neg/--

                            New Rating

                    Landry's Restaurants Inc.

                          Senior Secured

      $75 million revolving credit facility   BB-/Watch Neg
       Recovery Rating                        1

      $160.6 million term loan.               BB-/Watch Neg
       Recovery Rating                        1

      $406.5 mil. 11.625% second-lien notes   B/Watch Neg
       Recovery Rating                        4


LATSHAW DRILLING: Can Hire Mark Craige as Bankruptcy Counsel
------------------------------------------------------------
Latshaw Drilling Company, LLC, has sought and obtained the
approval of the U.S. Bankruptcy Court for the Northern District of
Oklahoma to hire Mark A. Craige, of the law firm
MorrelSAffaCraige, P.C., as bankruptcy counsel.

Mr. Craige will, among other things:

    (a) provide the Debtor legal advice, including tax advice,
        with respect to its powers and duties as Debtor-in-
        Possession in the continued management of its property;
        and

    (b) prepare on behalf of the applicant as Debtor-in-
        Possession necessary applications, answers, orders, and
        other legal papers including but not limited to the
        Disclosure Statement and Plan of Reorganization.

Mr. Craige will be paid $300 per hour for his services.

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

Tulsa, Oklahoma-based Latshaw Drilling Company LLC filed for
Chapter 11 bankruptcy protection on November 11, 2009 (Bankr. N.D.
Okla. Case No. 09-13572).  Mark A. Craige, Esq., at
MorrelSaffaCraige, PC, assists the Company in its restructuring
efforts.  The Company listed $193,549,066 in assets and
$77,940,788 in liabilities.


LATSHAW DRILLING: Christopher Belmonte as Special Counsel Gets OK
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Oklahoma
has granted Latshaw Drilling Company, LLC's request to hire
Christopher R. Belmonte and the law firm of Satterlee Stephens
Burke & Burke LLP as special counsel.

Mr. Belmonte will:

     (1) represent the Debtor in all matters arising from or
         related to the Chapter 11 bankruptcy case filed in the
         U.S. Bankruptcy Court Southern District of New York by
         Lehman Brothers Holdings Inc., Lehman Commercial Paper
         Inc. and various subsidiaries and affiliates, including
         any proceedings affecting the Debtor's interests and
         filing of proofs of claim; and

     (2) prepare, file and prosecute of an adversary proceeding
         and/or objection to the proof of claim on behalf of the
         Debtor against Lehman for various claims for relief.

The Debtor says that SSBB will be paid based on the hourly rates
of its professionals:

              Christopher R. Belmonte         $535
              Abigail Snow                    $300


Mr. Belmonte, a shareholder and director at SSBB, assured the
Court that SSBB doesn't have interests adverse to the interest of
the Debtors' estates or of any class of creditors and equity
security holders.  Mr. Belmonte maintains that SSBB is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

Tulsa, Oklahoma-based Latshaw Drilling Company LLC filed for
Chapter 11 bankruptcy protection on November 11, 2009 (Bankr. N.D.
Okla. Case No. 09-13572).  Mark A. Craige, Esq., at
MorrelSaffaCraige, PC, assists the Company in its restructuring
efforts.  The Company listed $193,549,066 in assets and
$77,940,788 in liabilities.


LATSHAW DRILLING: Sec. 341 Meeting Set for December 18
------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of Latshaw
Drilling Company LLC's creditors on December 18, 2009, at 10:00
a.m. at Room B04, 224 South Boulder Avenue, Tulsa, OK 74103.

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.

Tulsa, Oklahoma-based Latshaw Drilling Company LLC filed for
Chapter 11 bankruptcy protection on November 11, 2009 (Bankr. N.D.
Okla. Case No. 09-13572).  Mark A. Craige, Esq., at
MorrelSaffaCraige, PC, assists the Company in its restructuring
efforts.  The Company listed $193,549,066 in assets and
$77,940,788 in liabilities.


LEHMAN BROTHERS: Creditors Back Real Estate Loan Restructuring
--------------------------------------------------------------
Law360 reports that just one day before a hearing, a group of
creditors threw their support behind Lehman Brothers Holdings
Inc.'s plan to restructure the loan terms on its faltering real
estate portfolio.

Lehman Brothers has asked the Court for authorization to implement
a process governing their real estate loan transactions.  These
transactions include (i) restructuring the terms of, (ii)
making new or additional debt and equity investments in, and
(iii) entering into settlements and compromises in connection
with existing commercial mortgage loans and other loans either
owned by the Debtors or in which the Debtors have debt, equity
investment or other interest, in each case directly or indirectly
in or secured by real property or interests.

                       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)


LEHMAN BROTHERS: $824 Billion in Claims Filed by Deadline
---------------------------------------------------------
Lehman Brothers Holdings Inc., according to Bill Rochelle at
Bloomberg News, said that $824 billion in claims were filed by the
September deadline and that the total may reach $1 trillion.  The
former broker said that financial institutions were the most
"aggressive" in pegging a dollar value of their claims. The Lehman
estate is now holding $16 billion in cash.

Meanwhile, claims against Lehman Brothers Special Financing Inc.
guaranteed by LBHI have been traded over the past month in the
range of 32 cents to 36 cents on the dollar, Bill Rochelle
reported, citing data from SecondMarket Inc.  Lehman claims
pricing has been steady over the past few weeks, according to
SecondMarket.

                       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)


LYONDELL CHEMICAL: U.S. Trustee Asks Holdback for Professionals
---------------------------------------------------------------
The U.S. Trustee for Region 2 says Lyondell Chemical should
continue holding back payment of 20% of professional fees allowed
in the interim when it makes monthly payments to retained
professionals, Bloomberg News' Bill Rochelle reported.

The largest fees are from Lyondell's counsel, Cadwalader
Wickersham & Taft LLP, which is seeking more than $17 million in
fees and expenses for its work over the summer.  Brown & Rudnick
LLP, counsel for the Official Committee of Unsecured Creditors,
has billed $3.8 million for the period May through August.

A hearing to consider allowance of the requested fees is scheduled
for December 1.

The U.S. Trustee has pointed out that Lyondell has yet to reach a
consensual Chapter 11 plan.

The Debtors filed a proposed reorganization plan on September 11,
2009.  However, lawsuits that could affect recovery by creditors
have delayed the plan approval process.

The Creditors Committee has commenced a lawsuit against Citibank
N.A., Deutsche Bank, and other banks that funded the 2007
acquisition of Lyondell Chemical Company by Basell AF S.C.A.
Having accumulated heavy debt because of the merger,
LyondellBasell was in a full-blown liquidity crisis and was
running out of money to fund its operations only three months
following the merger.  The Creditors Committee asserted claims of,
among other things, fraudulent transfer, breach of fiduciary duty,
avoidance of unperfected senior liens.  The first phase of a
three-part trial on the committee's suit is scheduled to begin
Dec. 1.

The Bank of New York Mellon and the Bank of New York Mellon Trust
Company, N.A., as indenture trustee for the holders of certain
notes aggregating (i) US$100 million issued by Lyondell Chemical
Company, as predecessor-in-interest of ARCO Chemical Chemical
Company, and (ii) US$225 million issued by Equistar Chemicals, LP,
have also sued the secured lenders for the 2007 LBO.

A full-text copy of the Joint Plan is available for free at
http://bankrupt.com/misc/Lyondell_Sept11JointReorgPlan.pdf

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/Lyondell_Sept11DisclosureStat.pdf

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAGNA ENTERTAINMENT: Gambling Right Dispute Threatens Pimlico Sale
------------------------------------------------------------------
A dispute over who owns gambling right at Pimlico threatens to
hold up sale of the Maryland racetracks owned by Magna
Entertainment Corp., Bloomberg's Bill Rochelle reported.

Magna Entertainment had a November 11 deadline to enter into
stalking horse agreements for the Maryland Jockey Club, which
comprise the Pimlico and Laurel Park race tracks.

Initial bids for the Maryland tracks were then due Nov. 2 for the
selection of the so-called stalking horse.  A second round of bids
is scheduled by Dec. 2.  The auction will be Jan. 8, followed by a
sale approval hearing on Jan. 20.

A Feb. 25 auction is scheduled for the tracks Santa Anita and
Golden Gate Fields in California, and Gulfstream in Florida; with
bids due Feb. 10 and a sale hearing on Feb. 26

                     About Magna Entertainment

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.


MAGNA ENTERTAINMENT: Plan Exclusivity Extended Until January 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Magna Entertainment Corp. and its debtor-affiliates' exclusive
periods to file a Chapter 11 Plan and to solicit acceptances of
the plan until Jan. 31, 2010, and March 31, 2010.

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.


MAGNA ENTERTAINMENT: Jan. 18 Lone Star Claims Bar Date Set
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established Jan. 18, 2010, at 5:00 p.m. as the deadline for person
and entities to file proofs of claim against MEC Lone Star, LP, a
debtor-affiliate of Magna Entertainment Corp.

The Court also set March 13, 2010, at 5:00 p.m. (prevailing
Eastern Time) as the Government Bar Date for Lone Star.

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.


MAGNA ENTERTAINMENT: Court Approves $3.05MM Sale of Dixon Property
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Magna Entertainment Corp. and its debtor-affiliates to sell the
Dixon Property, subject to the reserve purchase price, Ocala
Meadows Lands LLC for $3.050 million.

Marvin L. Oates Trust emerged as the next highest bidder with
$3.005 million bid.

The Dixon Property is a 259.7-acre property bought by MEC Dixon,
Inc. to be developed into a racetrack to be known as Dixon Downs.
In April 2007, MEC Dixon did not pursue its development plans due
a local referendum voting down the project and the municipality
rescinding the plans entitlement.

The sale is pursuant to Section 363 of the Bankruptcy Code, and
will be free and clear of all liens, claims and encumbrances.

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 $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGNA ENTERTAINMENT: Judge to Hear Profit-Sharing Deal in January
-----------------------------------------------------------------
Hanah Cho at The Baltimore Sun reports a federal bankruptcy judge
agreed Wednesday to hear arguments January 5 on whether to reject
a profit-sharing agreement related to Maryland's two thoroughbred
tracks slated to be auctioned early next year.

"The hearing will be three days before the auction of Pimlico Race
Course and Laurel Park.  The racetracks' bankrupt owner, Magna
Entertainment Corp., wants to terminate the deal that would split
any potential slots proceeds with Joseph De Francis and other
former owners of the tracks.  De Francis initiated an adversary
proceeding -- the bankruptcy court equivalent of a civil lawsuit
-- to fight Magna's efforts.  De Francis' lawyers have argued in
court papers that alternative gaming rights spelled out in the
deal are property under Maryland law," Ms. Cho reports.

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.


MANTIFF CHEYENNE: Has New Purchaser for Hitching Post
-----------------------------------------------------
Michael Van Cassell at Wyoming Tribune Eagle reports that Hitching
Post Inn, owned by Mantiff Cheyenne Hospitality, has a new
potential buyer, CJM Hospitality.

The sale date has been extended until Dec. 14, 2009, Mr. Cassell
notes.  Deposit must be filed by Nov, 30, 2009, he adds.

Mr. Cassell, citing papers filed with the court, says CJM
Hospitality may use money from $325,000 in non-refundable deposits
to make any repairs to the hotel, which was closed by city
official because of several safety concerns and code violations.

Mantiff Cheyenne -- dba Ramada Hitching Post Inn, fka Best Western
Hitching Post Inn -- filed for Chapter 11 bankruptcy protection on
February 3, 2009 (Bankr. D. N.J. Case No. 09-12621).  Joseph J.
DiPasquale, Esq., at Trenk DiPasquale Webster Della Fera & Sodono
PC assists the company in its restructuring effort.  The Company
listed $4,828,347 in assets and $8,484,103 in debts.


MAYSLAKE VILLAGE: BoA Foreclosure Prompts Chapter 11 Filing
-----------------------------------------------------------
Becky Yerak at Tribune reports that Mayslake Village-Plainfield
Campus Inc. filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Northern District of Illinois, citing an
August foreclosure by Bank of America Corp. against the affordable
senior housing development.

The Bank request a receiver to be appointed for the company on
Sept. 10, 2009, Ms. Yerak notes.  The company owes more than
$27 million to the bank, she says, citing court documents.

The company listed assets liabilities of between $10 million to
$50 million, Ms. Yerak says.

According to the company, it owes $4.2 million to MV Benevolent
Fund Inc. of Oak Park; $1.9 million, Franciscan Tertiary Province
of Sacred Heart -- Benevolent Fund of Oak Brook; and $1.5 million
to Franciscan Tertiary Province of the Sacred Heart Cloister
Courts in Oak Brook.

Mayslake Village-Plainfield Campus Inc. is a not-for-profit that
owns and runs Cedarlake Village in Plainfield.


MCSTAIN ENTERPRISES: Can't Restructure, Asks Court to Dismiss Case
------------------------------------------------------------------
Boulder County Business Report says McStain enterprises asked the
U.S. Bankruptcy Court for the District of Colorado to dismiss its
Chapter 11 proceeding because it could not reorganize to pay off
creditors.  A hearing is set for Dec. 8, 2009, to consider the
company's request.

According to the report, the Company said in court documents that
it was unable to come up with an "effective and confirmable" plan
of reorganization before the November 16 deadline set by the
Court.  The Company plans to continue its efforts to provide
recovery to creditors outside of bankruptcy, it notes.

Louisville, Colorado-based McStain Enterprises, Inc., aka McStain
Neighborhoods, filed for Chapter 11 on May 28, 2009 (Bankr. D.
Colo. Case No. 09-20249).  Joli A. Lofstedt, Esq., at Connolly,
Rosania & Lofstedt, P.C., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


MERISANT WORLDWIDE: Exclusive Solicitation Period Extended
----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended until Jan. 23, 2010, Merisant
Worldwide Inc. and its debtor-affiliates' exclusive period to
solicit acceptances of its Chapter 11 plan.

According to Bill Rochelle at Bloomberg News, Merisant Worldwide
Inc. withdrew a motion for the exclusive right to propose a
Chapter 11 plan because the reorganization plan is scheduled for
approval at a Dec. 16 confirmation hearing.  Nevertheless,
Merisant sought -- and the court granted -- an extension until
Jan. 23 of the company's exclusive right to solicit acceptances.

As reported by the TCR on Nov. 13, 2009, Nomura Corporate Research
& Asset Management Inc. is asking the Bankruptcy Court to deny the
requested extension of -- and instead terminate -- Merisant
Worldwide Inc.'s exclusive period to propose a Chapter 11 plan.
The hearing on Merisant's request for a third extension is
scheduled for November 18.  Nomura says it should be given a right
to file a competing plan since the plan proposed by Merisant
management gives Wayzata Investment Partners LLC a "grossly
excessive" recovery equaling more than 100% of its debt.

Nomura says it's working with other creditors and expects to
prepare the competing plan before the exclusivity hearing.
Although Nomura says its plan is superior, it didn't provide
details.  Nomura says it owns 11% of the 9.5% senior subordinated
notes.

                           Merisant Plan

Merisant has obtained approval of the disclosure statement
explaining its Chapter 11 plan.  This allows Merisant to begin
soliciting votes on the Plan.  Ballots are due December 4.
Merisant will present its plan for confirmation on December 16.

Under the Plan, holders of bank claims aggregating $205 million
will recover 100% of their claims in the form of new notes, cash
and majority of the preferred stock.  All bank lenders may elect
to convert their $205 million in claims into new stock.  While the
prior version of the Plan allowed Wayzata Investment Partners LLC,
the holder of two-thirds of the secured debt to exchange for 75%
of the new equity, the option is now available to all lenders.

Holders of unsecured claims aggregating $235.3 million against
Merisant Company will recover 5.5% in the form of 12.5% of the new
common stock of Reorganized Merisant and may participate in the
rights offering.  Holders of unsecured trade claims will receive
payment of 60% of the claim in cash provided they vote in favor of
the Plan.  Holders of unsecured claims aggregating $137.1 million
against Merisant Worldwide will receive distributions in the form
of "contingent value rights" if they vote in favor of the Plan.

The Court granted the plan exclusivity extension despite
objections by Nomura Corporate Research & Asset Management Inc.
Nomura says it should be given a right to file a competing plan
since the plan proposed by Merisant management gives Wayzata
Investment Partners LLC a "grossly excessive" recovery equaling
more than 100% of its debt.  Nomura says it's working with other
creditors and expects to prepare the competing plan before the
exclusivity hearing.  Although Nomura says its plan is superior,
it didn't provide details.  Nomura says it owns 11 percent of the
9.5% senior subordinated notes.

                        About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on Jan. 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


METROMEDIA INT'L: Files Ch. 11 Plan to Address $188M Ruling
-----------------------------------------------------------
Law360 reports that MIG Inc. has filed its blueprint for emerging
from Chapter 11 protection less than three weeks after the
Delaware Supreme Court affirmed the $188 million judgment that the
company said forced it to take refuge in bankruptcy court in June.

MIG was bought in October 2007 by CaucusCom Ventures LP for
USUS$1.80 a share, or about USUS$170 million, according to data
compiled by Bloomberg.  A group of preferred shareholders asked
Judge William B. Chandler of the Delaware Chancery Court to
evaluate the value of their shares at the time of the merger.
Judge Chandler ruled that each share was worth USUS$47.47, or a
total of about USUS$188.4 million.  MIG appealed the ruling.
But unable to post a bond enabling an appeal, MIG filed for
Chapter 11.

Bankruptcy Judge Kevin Gross allowed MIG Inc. to continue an
appeal of the Delaware Chancery Court decision.  MIG said the
amount of the judgment is "substantially overstated," and said its
assets will turn out to be worth much more than the judgment, even
though the assets currently are illiquid.  However, this November,
the Delaware Supreme Court upheld the judgment against MIG.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


METROMEDIA INT'L: Money Hunt Continues; Court to Require Reports
----------------------------------------------------------------
A Daily Bankruptcy Review article posted at The Wall Street
Journal's Bankruptcy Beat page relates Judge Kevin Gross of the
U.S. Bankruptcy Court for the District of Delaware said he will
require Metromedia International Group, Inc., to file the reports
it is supposed to file that would tell creditors where the cash
is.

DBR's Peg Brickley says Edward Spencer-Churchill -- second son of
the Duke of Marlborough and director at Sun Capital Partners Ltd.
-- took the stand before the Delaware bankruptcy court Wednesday.
She relates Shima Roy, Esq., at Baker & McKenzie, which represent
MIG creditors committee, asked Mr. Spencer-Churchill over and over
whether he could tell creditors how much cash is stored up at
Magticom Ltd.

Magticom is a mobile phone service in the Republic of Georgia.
Ms. Brickley says Magticom is also where the money in MIG, if
there is any, comes from.  MIG's business is owning 46% of the
company that owns 100% of Magticom.

MIG's creditors are owed some $220 million, according to DBR.

According to DBR, Baker's Carmen Lonstein has told Judge Gross
finding the money isn't easy.  Even with a magnifying glass, she
found no sign of cash in MIG's Chapter 11 plan, DBR adds.

"What Lonstein has spotted, however, is a poison pill that will
allow MIG's owners to wipe out all the value in the company if the
equity stakeholders find themselves with no stake.  Chapter 11
101, of course, is that when a company is out of money, creditors
take all, and they take it first and foremost from the equity
stakeholders," Ms. Brickley relates.

DBR notes MIG's equity stakeholders are Sun Capital and Salford
Capital, which put up money from Badri Patarkatsishvili, who made
billions after the collapse of the Soviet Union and died in 2008,
the richest man in Georgia.

According to DBR, MIG says the alleged pill is a valuable
protective device for the enterprise, not a booby trap.  The
Chapter 11 offer of debt is a good-faith effort to make nice with
creditors from a company that is very busy with business, DBR
notes.

Ms. Lonstein, DBR continues, has noted MIG's U.S. business
operates largely out of a "10-foot-by-10-foot office" in North
Carolina, "with a maximum occupancy of one."

"Expect the plot to thicken in December, when creditors and MIG
are scheduled for a return bout before Gross," according to Ms.
Bruckley.

As reported by the Troubled Company Reporter, MIG Inc., formerly
Metromedia International Group, Inc., sought approval at a hearing
on November 18 of a Feb. 17 extension of its exclusive period to
file a Chapter 11 plan.

The Debtor said it is in the final stage of the business plan and
the valuation of its assets to support the plan, hence, an
extension is necessary.  The Debtor is facing an objection from
the Official Committee of Unsecured Creditors, which contends that
the bankruptcy reorganization was filed "for the naked purpose" of
obtaining a stay of a $188 million judgment against MIG by the
Delaware Chancery Court.

Another pivotal hearing would be on December 21, when the Court
would tackle the Committee's request for appointment of a Chapter
11 trustee or the dismissal of the case.  Aside from contending
that the Chapter 11 case is being used for the purpose of the stay
of the judgment, it says MIG had US$40 million transferred to
the account of a non-bankrupt subsidiary in advance of the Chapter
11 filing.  The motion was originally scheduled for hearing on
November 5.

                            MIG Judgment

As reported by the TCR on July 3, Judge Gross allowed MIG Inc. to
continue an appeal of a decision in bankruptcy court that issued a
USUS$188.4 million judgment against the Company.

MIG was bought in October 2007 by CaucusCom Ventures LP for
USUS$1.80 a share, or about USUS$170 million, according to data
compiled by Bloomberg.  A group of preferred shareholders asked
Judge William B. Chandler of the Delaware Chancery Court to
evaluate the value of their shares at the time of the merger.
Judge Chandler ruled that each share was worth USUS$47.47, or a
total of about USUS$188.4 million.  MIG appealed the ruling.
But unable to post a bond enabling an appeal, MIG filed for
Chapter 11.

MIG asked the Bankruptcy Court to permit the appeal and to allow
the plaintiff to take a cross appeal, while preventing the
plaintiff from collecting a judgment.  MIG believes the amount of
the judgment is "substantially overstated."  MIG also believes
that the assets will turn out to be worth much more than the
judgment, even though the assets currently are illiquid.

According to Bill Rochelle at Bloomberg, the complexion of the
case was altered this month when the Delaware Supreme Court on
Nov. 2 upheld a $188 million judgment against MIG.

Ms. Lonstein said in an interview that the judgment is now worth
$193 million with interest.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of


MOONLIGHT BASIN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Moonlight Basin Ranch LP
        P.O. Box 1369
        Ennis, MT 59729

Bankruptcy Case No.: 09-62327

Debtor-affiliate filing separate Chapter 11 petition:

   Moonlight Lodge, LLC
   Case No.: 09-62329
   Estimated Assets: $10,000,001 to $50,000,000
   Estimated Debts: $50,000,001 to $100,000,000

Chapter 11 Petition Date: November 18, 2009

Court: United States Bankruptcy Court
       District of Montana (Butte)

About the Business: Moonlight Basin is a golf and ski resort in
                    Montana.

Debtors' Counsel: Craig D. Martinson, Esq.
                  2817 2nd Ave N., Suite 300
                  Billings, MT 59101
                  Tel: (406) 252-8500
                  Email: cmartinson@ppbglaw.com

                  James A. Patten, Esq.
                  Ste 300, The Fratt Bldg
                  2817 2nd Ave N
                  Billings, MT 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500
                  Email: japatten@ppbglaw.com

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

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

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

The petition was signed by Lee Poole.


NATIONAL GOLD: Expects to Come Out of Bankruptcy by March 2010
--------------------------------------------------------------
James Thorner, staff writer at St. Petersburg Times, reports that
National Gold Exchange Inc. said it aims to emerge from bankruptcy
as early as March.

The announcement came after the company reached a tentative deal
with its largest creditor Sovereign bank, Mr. Thorner says.  Under
the deal, Mark Yaffee will liquidate his 30,000 square foot
mansion in Tampa, sell off part of his antique music machines, and
turn over future profits to creditors, he relates.

Mr. Thorner adds that the company has 60 days to come up with a
new reorganization plan to satisfy the bank.  A hearing is set for
March 3, 2010, to confirm the plan, he says.

Robert Soriano represents the bank and Richard McIntyre represents
Mr. Yaffe, Mr. Thorner notes.

Tampa, Florida-based National Gold Exchange, Inc., operates a gold
and silver rare coin wholesaler.  The Company filed for Chapter 11
bankruptcy protection on July 24, 2009 (Bankr. M.D. Fla. Case No.
09-15972).  Richard J. McIntyre, Esq., at McIntyre, Panzarella,
Thanasides & Eleff, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in debts.


NATIONAL MERCHANT: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: National Merchant Center, Inc., a California corporation
        18300 Von Karman Avenue, Suite 850
        Irvine, CA 92612

Bankruptcy Case No.: 09-22825

Chapter 11 Petition Date: November 18, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Daniel A. Lev, Esq.
                  333 S Hope St 35th Fl
                  Los Angeles, CA 90071
                  Tel: (213) 626-2311
                  Email: dlev@sulmeyerlaw.com

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

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

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

            http://bankrupt.com/misc/cacb09-22825.pdf

The petition was signed by Roman Balanko, chief executive officer
of the Company.


NAVISTAR INT'L: Owner Trust Issues Series 2009-1 Notes
------------------------------------------------------
The Navistar Financial Dealer Note Master Owner Trust issued on
November 10, 2009, a series of notes designated the Floating Rate
Dealer Note Asset Backed Notes, Series 2009-1.  The Series 2009-1
Notes include three classes of Notes: the Class A Notes, the Class
B Notes and the Class C Notes.

The principal characteristics of the Series 2009-1 Notes are:

     Number of classes within Series 2009-1 Notes: Three

     Initial Class A Notes Outstanding Principal Amount:
     $300,700,000

     Initial Class B Notes Outstanding Principal Amount:
     $23,100,000

     Initial Class C Notes Outstanding Principal Amount:
     $26,200,000

     Initial Total Series 2009-1 Notes Outstanding Principal
     Amount: $350,000,000

     Class A Note Rate: LIBOR + 1.45%

     Class B Note Rate: LIBOR + 4.25%

     Class C Note Rate: LIBOR + 6.00%

     Closing Date: November 10, 2009

     Expected Principal Payment Date: October 25, 2012

     Legal Final Maturity Date: October 26, 2015

     Ordinary means of principal repayment: Accumulation Period

     Accumulation Period Commencement Date: A date within nine
     months prior to the Expected Principal Payment Date, as
     determined by the Servicer

     Primary source of credit enhancement for Class A Notes:
     Subordination of Class B Notes and Class C Notes and
     Overcollateralization represented by the Master Owner Trust
     Certificate issued to the Seller

     Primary source of credit enhancement for Class B
     Certificates: Subordination of Class C Notes and
     Overcollateralization represented by the Master Owner Trust
     Certificate issued to the Seller

     Primary source of credit enhancement for Class C
     Certificates: Overcollateralization represented by the Master
     Owner Trust Certificate issued to the Seller

     Series 2009-1 Overcollateralization Percentage: 16.50% of
     initial Series 2009-1 Collateral Amount

     Servicing Fee Percentage: 1.0%

The terms of the Series 2009-1 Notes and the definitions of
capitalized terms may be found in the Indenture Supplement dated
as of November 10, 2009.

On November 10, 2009, Navistar Financial Securities Corporation,
Navistar Financial, and The Bank of New York Mellon, a New York
banking corporation, as Master Trust Trustee, entered into
Amendment No. 8 to the Pooling and Servicing Agreement.

On November 10, 2009, NFSC, Navistar Financial and the Master
Trust Trustee entered into Amendment No. 1 to the Series 2004-1
Supplement to Pooling and Servicing Agreement.

On November 10, 2009, NFSC and Deutsche Bank Trust Company
Delaware, a Delaware banking corporation, as Master Owner Trust
Trustee, entered into Amendment No. 1 to the Master Owner Trust
Agreement.

On November 10, 2009, Navistar Financial, NFSC and the Master
Trust Trustee entered into Amendment No. 5 to the Series 2000-VFC
Supplement to the Pooling and Servicing Agreement.

On November 10, 2009, Navistar Financial, NFSC, Kitty Hawk Funding
Corporation, as a Conduit Purchaser, Liberty Street Funding LLC
(f/k/a Liberty Street Funding Corp.), as a Conduit Purchaser, The
Bank of Nova Scotia, as a Managing Agent and a Committed
Purchaser, and Bank of America, National Association, as a
Managing Agent, the Administrative Agent and a Committed
Purchaser, entered into Amendment to Amended and Restated
Certificate Purchase Agreement.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                         *     *     *

Navistar continues to carry Standard & Poor's Ratings Services'
'BB-' corporate credit ratings and 'BB-' issue-level rating.
Navistar caries Moody's Investors Service's 'B1' Corporate Family
Rating, 'B1' Probability of Default; and SGL-2 Speculative Grade
Liquidity rating.


NEENAH PAPER: Moody's Affirms Corporate Family Rating at 'B1'
-------------------------------------------------------------
Moody's Investors Service affirmed all the credit ratings of
Neenah Paper Inc, including the B1 Corporate Family Rating and B2
rating on the senior notes due 2014.  Despite the cyclical
downturn in which year-to-date revenues have declined 28%, Neenah
has maintained relatively high margins and repaid approximately
$50 million in debt over the past year.  Both the Fine Paper and
Technical Products segments reported sequential revenue growth in
the third quarter of 2009 and the company continues to maintain an
adequate liquidity profile.  Nonetheless, Moody's do not
anticipate a significant rebound in revenue and operating results
in 2010.  Financial leverage is high for the rating category and
will not likely fall below 5 times in the medium term.  The
ratings are further constrained by Neenah's relatively small size,
the secular decline in demand for certain printing and writing
papers due to electronic substitution, and exposure to cyclical
end markets and volatile input costs.

The stable outlook reflects Moody's expectation that sales volumes
will grow modestly in the medium term with margins maintained at
recent levels.  The outlook also anticipates that Neenah's
financial leverage and interest coverage metrics will improve
considerably in the fourth quarter of 2009 when the prior year's
bleak fourth quarter rolls out of reported results.

Moody's considers Neenah's liquidity profile to be adequate, as
indicated by the affirmation of the SGL-3 liquidity rating.  Cash
flow from operations over the next four quarters is projected to
cover basic cash requirements, including working capital and
maintenance capital spending.  Neenah's debt maturity schedule has
improved considerably as a result of the November 5, 2009 renewal
of the revolving credit facility, in which the revolver's maturity
was extended three years to November 2013.  The revolver
commitment was reduced to $100 million from $210 million and a
$40 million term loan was added to the capital structure.
However, revolver availability has not changed materially despite
the commitment reduction due to the borrowing base calculation.
Moody's does not expect availability to fall below $50 million in
the next year and the fixed charge covenant springs only if
availability is less than $20 million.  Liquidity could be
augmented by the sale of Neenah's timberland holdings, although
proceeds must first be used to repay the $40 million term loan
which is collateralized by the timberlands.

Moody's affirmed these ratings:

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B1

  -- Speculative Grade Liquidity Rating, SGL-3

  -- $225 million 7.375% senior notes due November 2014, B2 (to
     LGD4/67% from LGD4/69%)

The last rating was on September 6, 2006 when Moody's affirmed the
Speculative Grade Liquidity Rating.

Neenah Paper is a global manufacturer of premium, performance-
based papers and specialty products used in a variety of
applications including filtration, printing and writing, and as
backing and component materials for many specialized industrial
and consumer applications.  Based in Alpharetta, Georgia, the
company has paper operations in the US and Germany and timberlands
in Nova Scotia, Canada.  Revenues for the twelve months ended
September 30, 2009, were $566 million.


NORTEL NETWORKS: Nokia Siemens to Bid vs. Ciena for Ethernet Biz
----------------------------------------------------------------
Nortel Networks Corp. will hold an auction for its metro Ethernet
networks business today, November 20, where Ciena Corp. will be
the stalking horse bidder.

A competing bid will come from Nokia Siemens Networks, Bill
Rochelle at Bloomberg reported, citing someone familiar with the
auction.  Nokia Siemens submitted its bid with One Equity Partners
LLC, according to the person, who declined to be identified
because the offer isn't yet public.

Under the court-approved bidding process, Ciena will pay
$390 million cash plus 10 million shares of its stock worth almost
$140 million, absent higher and better bids for the Ethernet
assets.

In the event Ciena is not selected as the winning bidder or the
Ciena Asset Sale Agreement with NNI is terminated, the Nortel
units are required to pay the company a break-up fee of up to
US$10.7 million and reimburse as much as US$3.6 million for its
expenses.

Full-text copies of the Ciena Asset Sale Agreement and amendment
to the agreement between Ciena and Nortel are available for free
at:

      http://bankrupt.com/misc/NortelAgreementCiena.pdf
      http://bankrupt.com/misc/NortelAmAgreementCiena.pdf

                   About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


OPUS SOUTH: Six Units Convert Cases to Chapter 7
------------------------------------------------
Altair Village LLC, Laguna Riviera Ventures LLC, Calm Waters LLC,
Opus South Contractors LLC, Shoppes of Four Corners LLC, and 8th
and 14th LLC, had their Chapter 11 cases converted to cases under
Chapter 7 effective as of November 5, 2009.

The Six Opus South Debtors were ordered by Judge Mary F. Walrath
of the United States Bankruptcy Court for the District of
Delaware to turn over to the Chapter 7 trustee all records sought
by that trustee and property of the estates under the Debtors'
custody and control as required by Rule 1019(4) of the Federal
Rules of Bankruptcy Procedure.

Within 15 days or until November 20, 2009, the Six Debtors are
required to file a schedule of unpaid debts incurred after
commencement of the superseded case, including the name and
address of each creditor as required by Bankruptcy Rule 1019(5).

All professionals retained in the Debtors' Chapter 11 cases under
Section 327 of the Bankruptcy Code, except for ordinary course
professionals, are directed to file their final fee applications
within 45 days or until December 10, 2009.

The deadline to object to a final fee application will be 20 days
after the date of the filing of the final fee application.  The
Bankruptcy Court will convene a hearing to consider all timely
filed final fee applications at the next omnibus hearing date
scheduled after the Objection Deadline.

The jointly administered Opus South cases under Lead Case No.
09-11390 will exclude the newly converted bankruptcy cases of the
Six Debtors as of November 5, and the original Joint Case
Administration Order will no longer be effective as to the Six
Debtors.

All pleadings filed with the Court with respect to the Six
Debtors will be filed on the docket for the converted bankruptcy
cases under Case No. 09-11391, and not the jointly-administered
cases under Case No. 09-11399.

Victoria W. Counihan, Esq., at Greenberg Traurig LLP, in
Wilmington, Delaware, relates that four of the Six Debtors
decided to convert their cases to Chapter 7 because the sale of
their properties to various buyers pursuant to Court-approved
auctions did not generate enough funds to complete a plan of
reorganization.  The four Opus South Debtors sold their
Properties to these lenders who made credit bids through
affiliates:

Debtor              Lender
------              ------
Altaire Village LLC National City Bank
Laguna Riviera LLC  National City Bank
Calm Waters LLC     Wachovia Bank N.A.
8th and 14th LLC    Transamerica Occidental Life Insurance Co.

With regard to Debtor Opus South Contractors, Ms. Counihan notes
that it has no available assets that would generate sufficient
value to justify conducting sales or pursuing litigation
recoveries in its Chapter 11 case.  She notes that although the
Debtor does not have any substantial assets, its continued
existence in the Chapter 11 cases was warranted due to its role
as a contractor in certain of the affiliated Debtors' projects.
However, as the Chapter 11 cases progressed and the affiliated
Debtors have consummated numerous sales under Section 363 of the
Bankruptcy Code, the affiliated Debtors have sold substantially
all of their assets, including the Projects.

With regard to Debtor Shoppes at Four Corners, it entered into a
stipulation with its lender, Mercantile Bank, for a modification
of the automatic stay to allow Mercantile to foreclose on the
Debtor's property in return for certain concessions, including a
waiver of the Mercantile Bank's deficiency claim against, and
release of a guaranty by the Debtor's parent company, Opus South
Corporation, Ms. Counihan says.

The Six Debtors made their requests for the conversion of their
Chapter 11 cases pursuant to Section 1112(a) of the Bankruptcy
Code, which governs the voluntary conversion from Chapter 11 to
Chapter 7.  Section 1112(a) provides that a debtor may convert a
Chapter 11 case to a case under Chapter 7 at any time as of
right.  Section 1112(a) specifically provides that a debtor may
convert a case under Chapter 11 to one under Chapter 7 unless:

   (1) the debtor is not a debtor-in-possession;

   (2) the case originally was commenced as an involuntary case
       under chapter 11; or

   (3) the case was converted to a case under chapter 11 other
       than on the debtor's request.

Ms. Counihan relates that Section 1112(a) does not apply to the
Six Debtors because they are debtors-in-possession and
voluntarily filed for Chapter 11 petitions.  She adds that the
Six Debtors' cases were not converted to Chapter 11 from another
Chapter of the Bankruptcy Code.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

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


OPUS SOUTH: Wants Removal Period Extended to March 18
-----------------------------------------------------
By this motion, Opus South Corp. and its units ask the Court to
extend the deadline within which they may file notices of removal
of claims and causes of action pursuant to Section 1452 of the
Bankruptcy Code and Rule 9027 of the Federal Rules of Bankruptcy
Procedure by 120 days, through and including March 18, 2010.

The current deadline for the Debtors to file notices of removal
is November 18, 2009.  The Debtors ask the Court to grant request
without prejudice to their right to seek further extensions.

Victoria Counihan, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, relates that the extension sought by the Debtors will
afford them the opportunity necessary to make fully informed
decisions concerning removal of each Action and will assure that
the Debtors do not forfeit valuable rights.  She contends that
the rights of the Debtors' adversaries will not be prejudiced by
an extension because any party to an Action that is removed may
seek to have it remanded to the state court.

The Debtors certified that no objection or responses were
asserted as to their request as of November 17, 2009.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

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


OPUS WEST: Lease Decision Period Moved to February 1
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
extended the time within which Opus West Corp. and its units may
assume and assign, or reject all unexpired non-residential real
property leases, through and including February 1, 2010.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

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


OPUS WEST: Plan Exclusivity Extended to January 2
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
extended the period during which the Opus West Corp. and its units
have the exclusive right to file a Chapter 11 plan through and
including January 2, 2010; and the period during which they have
the exclusive right to solicit acceptances of that plan through
and including March 3, 2010.

On behalf of the Debtors, Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig LLP, in Dallas, Texas, asserts that ample cause
exists to extend the Debtors' Exclusive Periods.  He contends that
the Debtors have worked diligently to administer their estates and
have focused on stabilizing their properties, obtaining necessary
funding, negotiating and consummating sales of assets, and
negotiating various alternative exit strategies for each
particular property with each property's particular lender.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

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


ORLEANS HOMEBUILDERS: Lender Talks Go On; Delays Quarterly Report
-----------------------------------------------------------------
The senior management of Orleans Homebuilders, Inc., continues to
actively work with its bank lenders to obtain a maturity extension
of its Second Amended and Restated Revolving Credit Loan Agreement
that currently matures on December 20, 2009.  Given senior
management's focus on that process as well as constraints on other
available personnel and resources, the Company was not able to
complete its financial statements for the period ended
September 30, 2009, within the proscribed time.

Further, the ultimate resolution of the Company's negotiations
with its lending group with respect to the terms and conditions of
the maturity extension and other modifications, or of an
alternative financing arrangement or an amendment to and extension
of its Credit Facility, could materially impact the Company's
financial statements, further impacting the Company's ability to
prepare its financial statements within the proscribed time.  In
addition, the Company is unable to prepare the quarterly report
without having first completed and filed its Annual Report of Form
10-K for the fiscal year ended June 30, 2009, which it has not yet
done.

The Company's delinquency in filing its Annual Report on Form 10-K
for the fiscal year ended June 30, 2009, and its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2009, will be
considered by the Company's senior management when evaluating the
Company's disclosure controls and procedures and internal controls
over financial reporting.  As a result of the delinquency, or
other factors, the Company's senior management may conclude that
the Company's disclosure controls and procedures or internal
controls over financial reporting are ineffective or that one or
more material weaknesses exist.

The Company currently remains hopeful a credit facility maturity
extension and other modifications can be obtained.  However, the
Company can offer no assurance that it will be able to obtain such
a credit facility maturity extension or other modifications at all
or on acceptable terms, or obtain alternative financing in the
event it does not obtain such a Credit Facility maturity extension
and other necessary modifications.

The Company believes that without a Credit Facility maturity
extension and other necessary modifications, or securing
alternative financing in the event it does not obtain such a
Credit Facility maturity extension and other necessary
modifications, the Company's external auditors will issue an
opinion with an explanatory paragraph on the Company's financial
statements as there would be substantial doubt about the Company's
ability to continue as a going concern.

The Company anticipates that its revenue will decrease roughly 39%
from the first quarter of fiscal year 2009 to the first quarter of
fiscal year 2010.  The Company anticipates that its net new orders
will increase roughly 40% from the first quarter of fiscal year
2009 to the first quarter of fiscal year 2010.

During the first fiscal quarter of 2010, the Company had a
cancellation rate of roughly 17%, versus a cancellation rate of
roughly 36% for the first fiscal quarter of 2009.  Backlog at
September 30, 2009, was roughly $168 million (on 408 units),
versus backlog of roughly $203 million (on 421 units) at
September 30, 2008, which is a decrease of roughly 17% in dollars
and roughly 3% in units.

As of September 30, 2009, the Company had cash and cash
equivalents of roughly $11.7 million, restricted cash due from
title companies of roughly $3.8 million, restricted cash -
customer deposits of roughly $6.9 million, mortgage and other note
obligations of roughly $331.6 million, subordinated note
obligations of roughly $105.8 million, net borrowing base
availability of roughly $1.6 million and net debt of roughly
$422.0 million.  The Company defines "net debt" as total mortgage
and other note obligations plus subordinated notes less the
aggregate of cash and cash equivalents, marketable securities,
restricted cash -- due from title companies, but excluding
restricted cash -- customer deposits.  The net debt excludes the
impact of a Below Par Redemption Option, related to the Company's
new unsecured junior subordinated notes.

The Company has not yet determined the value of the Below Par
Redemption Option of these new notes, but will be required to
recognize and account for the Below Par Redemption Option's
initial value separately as a derivative instrument.  At September
30, 2009, the Company had liquidity of roughly $17.0 million.  The
Company defines "liquidity" as the sum of cash and cash
equivalents, restricted cash -- due from title companies,
marketable securities and net borrowing base availability.  The
Company is not able to provide a reasonable estimate of net income
for the quarter ended September 30, 2010 at this time due to the
resource constraints.

              About Orleans Homebuilders, Inc.

Orleans Homebuilders, Inc. -- http://www.orleanshomes.com/--
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  The Company serves a broad customer
base including first-time, move-up, luxury, empty nester and
active adult homebuyers.  The Company currently operates in the
following eleven distinct markets: Southeastern Pennsylvania;
Central and Southern New Jersey; Orange County, New York;
Charlotte, Raleigh and Greensboro, North Carolina; Richmond and
Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida.  The
Company's Charlotte, North Carolina operations also include
adjacent counties in South Carolina.


ORTHOFIX INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Orthofix
International N.V. and its subsidiary Orthofix Holdings Inc. (US)
to stable from negative.  Moody's also affirmed the B1 Corporate
Family Rating and the B2 Probability of Default Rating.

The stabilization of the outlook reflects the improvement in the
spine implant business which has contributed to margin expansion
and improved free cash flow.  Combined with several voluntary term
loan pre-payments, these factors have led to improved credit
metrics and an improved liquidity profile, including increased
cushion under financial covenants.  The stabilization of the
outlook also acknowledges the relatively smooth transition to its
next generation biologics product, Trinity Evolution, as well as
the continued positive operating performance of the orthopedic and
sports medicine businesses.

The B1 Corporate Family Rating is supported by Orthofix's moderate
financial leverage, its ability and willingness to repay debt with
free cash flow and the company's strong market position in
stimulation (spine and long-bone) which has helped the company to
grow these revenues at above-market growth rates.  The rating is
constrained by the company's modest scale relative to many of its
competitors, especially in the spinal hardware market, which is
highly competitive.  The B1 rating is also constrained by the
risks associated with pending litigation, which includes a number
of subpoenas, investigations and qui tam complaints.

Ratings Affirmed/ LGD point estimates revised:

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B2

  -- $45 million senior secured revolver due 2012, B1 (LGD3, 30%)

  -- $330 million senior secured term loan due 2013, B1 (LGD3,
     30%)

The ratings outlook was changed to stable from negative.

The last rating action for Orthofix was on March 26, 2008, when
Moody's downgraded the CFR to B1 from Ba3 and changed the outlook
to negative.

Orthofix is a provider of pre and post operative products to
address bone and joint health needs of patients.  Orthofix offers
surgical and non-surgical products primarily for the spine,
orthopedics and sports medicine markets.  The company reported
revenues of approximately $534 million for the twelve months ended
September 30, 2009.


PACIFIC CAPITAL: Moody's Continues Review on 'Caa1' Issuer Rating
-----------------------------------------------------------------
Moody's Investors Service continued the review for possible
downgrade of Pacific Capital Bancorp (issuer Caa1) and its
subsidiary, Pacific Capital Bank, N.A. (bank financial strength
E+, long-term deposits B1).  This review began on July 31, 2009.

Moody's said that its review is still focused on the outcome of
Pacific Capital's evaluation of its strategic alternatives so that
it can meet its higher regulatory capital requirements at the bank
level.

Pacific Capital Bank, N.A. remains above well capitalized levels;
however, it is not in compliance with regulatory guidelines
established for September 30, 2009.  Tier 1 Leverage was 5.6%
versus the 9% target.  Total RBC was 10.7% versus the 12% target.

In Moody's view, Pacific Capital will need to raise capital to
meet its regulatory targets since it is unlikely to internally
generate capital for several periods.  In the third quarter of
2009, the company reported a net loss of $41 million.  This is
much smaller than the second quarter loss of $363 million, which
included a $194 million loan loss provision, as well as
$129 million of goodwill impairment and $26 million of tax expense
resulting from a full valuation allowance against the DTA.
Nonetheless, the third quarter results demonstrate the credit
challenges which face Pacific Capital as a consequence of its
elevated California commercial real estate concentration.  True
CRE, excluding owner-occupied properties, equaled a high eleven
times holding company tangible common equity.  At September 30,
2009, nonperforming assets were $385 million, or 78% of TCE and
reserves.

Moody's added that Pacific Capital continues to maintain its
leading deposit market share in Santa Barbara and the surrounding
areas.  Its liquidity position is supported by its ongoing growth
of core customer deposits.

The last rating action was on July 31, 2009, when ratings were
placed on review for possible downgrade.

Pacific Capital Bancorp, which is headquartered in Santa Barbara,
California, reported total assets of $7.9 billion as of
September 30, 2009.


PANOLAM HOLDINGS: Combined Hearing on Plan on December 10
---------------------------------------------------------
Panolam Holdings Co., et al., filed with the Bankruptcy Court
their prepackaged Chapter 11 plan.

Prepetition, the Debtors obtained the requisite votes on the Plan.
The Plan got the approval of all the holders of senior lender
credit agreement revolver claims, 97.82% in number and 90.67% in
amount of the senior lender credit agreement term claims, all of
the noteholder credit agreement claims, all of the senior
subordinated notes claims, and all of the equity interests in
Panolam Holdings.

Bankruptcy Judge Mary Walrath will hold a combined hearing on
December 10, 2009, at 4:00 p.m., to consider compliance with
disclosure and solicitation requirements and confirmation of the
Plan.  Objections to the adequacy of the Disclosure Statement and
the confirmation of the Plan are all due December 4, 2009.

According to the disclosure statement attached to the Plan, the
Debtors will make distributions among the creditors as follows:

A. Priority Non-Tax Claims.  The Debtors will repay holders of
    priority non-tax claim in full.

B. Senior Lender Credit Agreement Revolver Claims.  Holders of
    the Allowed Senior Lender Credit Agreement revolver claim will
    get from the reorganized Panolam: (i) an amount of cash equal
    to the Intercreditor Distribution Adjustment plus its pro rata
    share (based upon the amount of the Allowed Senior Lender
    Credit Agreement Revolver Claim divided by the total amount of
    all Allowed Senior Lender Credit Agreement Claims) of the
    excess cash; (ii) its pro rata share of the Amended and
    Restated Revolver Notes; (iii) its pro rata share of the
    Amended and Restated Term Notes Distributable to Senior Lender
    Credit Agreement Revolver Claims; and (iv) its pro rata share
    of cash sufficient to pay that portion of the Allowed Senior
    Lender Credit Agreement Revolver Claims.

C. Senior Lender Credit Agreement Term Claims.  Holders of the
    Allowed Senior Lender Credit Agreement Term Claim will get
    from the reorganized Panolam: (i)(a) its pro rata share (based
    upon the amount of the Allowed Senior Lender Credit Agreement
    Term Claim held divided by the total amount of all Allowed
    Senior Lender Credit Agreement Claims) of the excess cash
    minus (b) the excess cash adjustment and minus (c) an amount
    of cash equal to the Intercreditor Distribution Adjustment;
    (ii) its pro rata share of the Amended and Restated Term Notes
    Distributable to Senior Lender Credit Agreement Term Claims;
    and (iii) its pro rata share of cash sufficient to pay that
    portion of the Allowed Senior Lender Credit Agreement Term
    Claims.

D. Noteholder Credit Agreement Claims.  Holders of the Allowed
    Noteholder Credit Agreement Claim will receive from the
    reorganized Panolam: (i) its pro rata share of the New Second
    Lien Term Notes and (ii) its pro rata share of cash sufficient
    to pay that portion of the Allowed Senior Lender Credit
    Agreement Term Claims.

C. Other Secured Terms.  Allowed Other Secured Claims will be
    reinstated or rendered unimpaired, notwithstanding any
    contractual provision or applicable non-bankruptcy law that
    entitles the holders of the Allowed Other Secured Claims to
    demand or receive payment to the claims prior to their stated
    maturity from and after the occurrence of default.  Allowed
    Other Secured Claims that aren't due and payable on or before
    the effective date will, at the Debtors' option, be paid (i)
    in the ordinary course of business, or (ii) by transfer of the
    collateral to the holder.

D. Senior Subordinated Notes Claims.  Holders of the Allowed
    Senior Subordinated Notes Claims will exchange with the
    reorganized Panolam all of the holders' Senior Subordinated
    Notes for the holders' pro rata share (based upon the
    principal amount of Senior Subordinated Notes held) of 90% of
    the sum of (i) the number of shares of New Capital Stock
    outstanding on the effective date, including new capital stock
    issued to management under the Management Incentive Plan, plus
    (ii) the number of shares of new capital reserved for issuance
    under the Management Incentive Plan.

E. General Unsecured Claims.  Holders of an Allowed General
    Unsecured Claim will receive payment in full in cash of the
    unpaid portion of Allowed General Unsecured Claim.

F. Debtor Section 510(b) Claims.  These claims will be
    extinguished without any distribution.

G. Intercompany Claims.  These claims will be reinstated to the
    extent determined to be appropriate by the Debtors or
    adjusted, continued or capitalized (but not paid in cash), in
    whole or in part, provided, however, that the Intercompany
    Claims held by any foreign non-Debtor subsidiary of Panolam
    may be paid in full in cash.

H. Equity Interests of the Panolam Subsidiary Debtors and
    Holdings II.  All of the Equity Interests of the Panolam
    Subsidiary Debtors will continue to be owned by Panolam or
    Nevamar Holding Corp.  Equity Interests of Panolam will be
    cancelled and the Equity Interests of the reorganized Panolam
    will be owned by Reorganized Holdings.  Equity Interests in
    Holdings II will be cancelled, unless Holdings II is merged
    into Panolam Holdings.

I. Equity Interests in Panolam Holdings.  Existing Equity
    Interests in Panolam Holdings will be cancelled, and each
    holder of an Allowed Equity Interest in Panolam Holdings will
    be permitted, in full satisfaction of such Equity Interest, to
    exchange with Panolam Holdings all of its Allowed Equity
    Interests in Panolam Holdings for its pro rata share of New
    Warrants.

A full-text copy of the Prepackaged Plan is available at no charge
at http://ResearchArchives.com/t/s?464f

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?4650

                       About Panolam Holdings

Shelton, Connecticut-based Panolam Holdings Co. filed for Chapter
11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware
Case No. 09-13889).  Its debtor-affiliates, Panolam Industries
International, Inc., Panolam Holdings II Co., Panolam Industries
Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar
Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy.

Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq.,
and Michael Joseph Merchant, Esq., at Richards Layton & Finger,
P.A., assist the Debtors in their restructuring efforts.  Perella
Weinberg Partners is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions LLC is the Debtors' claims agent.

Panolam Holdings listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities in its bankruptcy
petition.


PANOLAM HOLDINGS: Filing Won't Affect Huntsville Operation
----------------------------------------------------------
A company spokesperson said that the bankruptcy filing made by
Panolam Industries International Inc. will not affect the
Hunstville operations, reports Brent Cooper at The Hunstville
Forester.

Canadian operation is excluded from the bankruptcy proceeding,
Mr. Cooper notes.

There are no loans or anything so (the Huntsville opration) is not
involved in the restructuring of the Panolam.  It is totally
unaffected, Mr. Cooper citing a person with knowledge of the
matter.

                       About Panolam Holdings

Shelton, Connecticut-based Panolam Holdings Co. filed for Chapter
11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware
Case No. 09-13889).  Its debtor-affiliates, Panolam Industries
International, Inc., Panolam Holdings II Co., Panolam Industries
Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar
Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy.

Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq.,
and Michael Joseph Merchant, Esq., at Richards Layton & Finger,
P.A., assist the Debtors in their restructuring efforts.  Perella
Weinberg Partners is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions LLC is the Debtors' claims agent.

Panolam Holdings listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities in its bankruptcy
petition.


PARMALAT SPA: Deloitte, Grant Thornton to Settle, Pay $15-Mil.
--------------------------------------------------------------
Daily Bankruptcy Review and Reuters report Deloitte Touche
Tohmatsu and Grant Thornton International have agreed to pay $15
million to settle litigation by Parmalat Finanziaria SpA
bondholders and shareholders over the Debtors' collapse in 2003.

U.S. equity investors of Parmalat led by Hermes Focus Asset
Management Europe Ltd, Cattolica Partecipazioni SpA, Capital &
Finance Asset Management, Societe Moderne des Terrassements
Parisiens and Solotrat, named the auditors as defendants in a
class action over their roles in Parmalat's demise.  Reuters'
Jonathan Stempel reports Deloitte Touche Tohmatsu will pay $8.5
million and Grant Thornton International will pay $6.5 million to
settle, documents filed Thursday with in Manhattan federal court
show.

Reuters says the settlement requires approval by U.S. District
Judge Lewis Kaplan, who has overseen much of the Parmalat-related
litigation in the United States.  James Sabella, Esq., at Grant &
Eisenhofer PA in New York, which represents the investors, told
Reuters in an interview the approval could come in the first
quarter of 2010.

Mr. Stempel notes that Deloitte agreed in January 2007 to pay $149
million to settle with Parmalat itself.  Parmalat has appealed
Judge Kaplan's dismissal in September of its lawsuit against Grant
Thornton.

"The U.S. equity investors believed they suffered $138.2 million
of damages, but Mr. Sabella said their claims might have been
reduced by earlier settlements.  He also said taking their case to
a jury could have been 'full of difficulties,'" Mr. Stempel
reports.

On October 5, 2009, Parmalat said its settlement with Bank of
America was completed with BofA's payment of $100 million.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PEAK FITNESS: Contract Holders Cry Foul on Charges
--------------------------------------------------
Roxanna Haynes at FOX8 News reports that former members of Peak
Fitness reacted when their bank accounts are getting charged by
Fitness 2000 in Clemmons, where their contracts have been
transferred.

Several members, Ms. Haynes says, complained before to the Better
Business Bureau.  Officials at Fitness 2000 found it unfair for
the customer to complain at the bureau, saying that they are
simply upholding the contracts that were handed to them, she adds.

Based in Charlotte, North Carolina, Fitness Management Group, Inc.
-- http://www.peakfitnessclubs.com/-- is the holding company for
Peak Fitness centers. Peak Fitness is a leading regional provider
of fitness centers in North and South Carolina.  The company
currently has 17 locations and is the largest independently
operated fitness club chain in the Carolinas.

The Company filed for Chapter 11 bankruptcy protection on July 10,
2009 (Bankr. W.D. N.C. Case No. 09-31863).  James H. Henderson,
Esq., assists the Company in its restructuring efforts.  The
Company listed $100,001 to $500,000 in assets and $10,000,001 to
$50,000,000 in debts.


PENN TRAFFIC: Unable to Secure DIP Financing Facility
-----------------------------------------------------
NetDockets reports that The Penn Traffic Company could not secure
access to a DIP financing facility.  Penn Traffic's existing
lenders only consented to the Debtors' use of their cash
collateral on the condition that the Debtors pursue a sale of
substantially all of their assets pursuant to Section 363 of the
Bankruptcy Code.

As reported by the Troubled Company Reporter, Penn Traffic and
eight affiliates sought bankruptcy protection on Tuesday.  This is
the Debtors' third trip to the Bankruptcy Court in the last
decade.

To ensure sufficient liquidity to maintain ongoing operations in
the face of current lender defaults, Penn Traffic's board of
directors determined that the interests of the company's creditors
and other stakeholders would be best served by seeking Chapter 11
bankruptcy protection to facilitate an orderly sale of its stores
and other assets with the consent of its senior secured lenders.

"Our P&C, Quality and BiLo supermarkets remain open for business
to serve our customers and communities," President and Chief
Executive Officer Gregory J. Young said.  "We intend to continue
to work closely with our vendor partners to provide the fresh
products and good value that our customers have come to expect
from our stores."

The Company will continue to manage its properties and operate as
"debtors-in-possession" under the jurisdiction of the U.S.
Bankruptcy Court for the District of Delaware and in accordance
with the applicable provisions of the Bankruptcy Code.

In connection with the petition, Penn Traffic filed a motion
seeking the Bankruptcy Court's approval of, among other things, a
consensual cash collateral arrangement with its senior secured
lenders to allow it to have sufficient liquidity to maintain
normal business operations during the sale process.  The Company
was to present this arrangement to the Bankruptcy Court for
approval at a court hearing anticipated for Thursday, November 19,
2009.

                       About Penn Traffic

The Penn Traffic Company -- http://www.penntraffic.com/-- owns
and operates supermarkets under the P&C, Quality and BiLo trade
names in Upstate New York, Pennsylvania, Vermont and New
Hampshire. Headquartered in Syracuse, N.Y., Penn Traffic's
conventional supermarkets offer value pricing, fresh and local
products, and full-service stores in convenient neighborhood
locations. The regional retailer's P&C Fresh supermarkets combine
all the features of conventional-format stores with gourmet,
premium and store-made fresh products, as well as ready-to-eat
foods, easy-to prepare meals and expanded natural and organic
product offerings. Retail supermarkets and consumers became Penn
Traffic's primary focus with the sale of its wholesale business
segment during fiscal 2009.

Penn Traffic's first trip to the bankruptcy court was in June
1999.  Penn Traffic again filed for chapter 11 protection on May
30, 2003 (Bankr. S.D.N.Y. Case No. 03-22945).  Under the plan that
was declared effective April 2005, the Debtor gave all the stock
to unsecured creditors while cutting the store count almost in
half.

Penn Traffic filed for Chapter 11 on November 18, 2009 (Bankr. D.
Del. Case No. 09-14078).  Attorneys at Morris, Nichols, Arsht &
Tunnell LLP, serve as counsel.  Donlin Recano serves as claims and
notice agent.


PENN TRAFFIC: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Penn Traffic Company
          dba P&C Foods
          dba Bi-Lo Foods
          dba Quality Markets
        1200 State Fair Blvd
        Syracuse, NY 13221-4734

Bankruptcy Case No.: 09-14078

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
SUNRISE PROPERTIES, INC.                   09-14079
PENNWAY EXPRESS, INC.                      09-14080
PENNY CURTISS BAKING COMPANY, INC.         09-14082
BIG M SUPERMARKETS, INC.                   09-14083
COMMANDER FOODS INC.                       09-14084
P AND C FOOD MARKETS, INC. OF VERMONT      09-14085
P.T. DEVELOPMENT, LLC                      09-14086

Chapter 11 Petition Date: November 18, 2009

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

Judge: Peter J. Walsh

About the Business: The Penn Traffic Company operates supermarkets
                    in Pennsylvania, upstate New York, Vermont,
                    and New Hampshire under the Bilo, P&C and
                    Quality trade names.

Debtors' Counsel: Ann C. Cordo, Esq.
                  Morris Nichols Arsht & Tunnell LLP
                  1201 N. Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899-1347
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989
                  Email: acordo@mnat.com

                  Gregory W. Werkheiser, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 N. Market St., P.O. Box 1347
                  Wilmington, DE 19899
                  Tel: (302)  658-9200
                  Fax: (302) 658-3989
                  Email: gwerkheiser@mnat.com

Debtors'
Claims Agent:     Donlin Recano

Total Assets as of May 4, 2009: $150,347,730

Total Debts as of May 4, 2009: $136,874,394

Debtor's List of 30 Largest Unsecured Creditors:

            http://bankrupt.com/misc/deb09-14078.pdf

Debtor's List of 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
ABC Refrigeration +        Trade Payable          $405,217
AC Inc
6619 Joy Road
East Syracuse, NY 13057

AIGCS                      Trade Payable          $95,914
American International
Group

American Greetings         Trade Payable          $133,856

Amerisource/TOPCO          Trade Payable          $81,522

Bergensons Property        Trade Payable          $137,245
Services

Coca Cola Bottling Co of   Trade Payable          $343,102
EGL
PO Box 4108
Boston, MA 02211-4108

Crown Equipment            Trade Payable          $70,455
Corporation

Deli Boy Provision Co      Trade Payable          $326,624
100 Mathews Ave
Syracuse, NY 13209

EMC                        Trade Payable          $183,847

First Energy Solutions,    Trade Payable          $172,209
Corp.

Frito-Lay Inc.             Trade Payable          $138,760

Galliker Dairy Co          Trade Payable          $109,954

George Weston              Trade Payable          $315,213
Bakeries, Inc.
PO Box 644254
Pittsburgh, PA 15264-4254

Hess Corporation           Trade Payable          $132,401

Hudson RPM Dist LLC        Trade Payable          $124,395
Atlas News Division

Karabus Management Inc.    Trade Payable          $437,328
145 King Street West
Toronto, ON M5H1V8

Local 23 Health Fund       Trade Payable          $518,997
345 Southpointe
Boulevard
Suite 200
Canonsburg, PA 15317

Meadow Brook Dairy         Trade Payable          $116,735

Meier Supply Co Inc        Trade Payable          $69,658

Nabisco Brands-DSD Only    Trade Payable          $152,880

National Industrial        Trade Payable          $344,183
Portfolio Borrower, LLC
PO Box 842574
Boston, MA 02284-2574

New York State Fair        Trade Payable          $333,161
New York State Fairgrounds
581 State Fair Blvd
Syracuse, NY 13209

Pepperidge Farms Inc.      Trade Payable          $97,276

Perry's Ice Cream          Trade Payable          $102,532

Rubin Brown                Trade Payable          $114,806

Source Interlink           Trade Payable          $114,485
Distribution

Stroehmann Bakeries        Trade Payable          $213,106

Syracuse Crunch Hockey     Trade Payable          $63,445
Club
War Memorial at Oncenter

Vertis, Inc.               Trade Payable          $80,047

Westvale Plaza             Trade Payable          $99,167
Management

The petition was signed by Gregory J. Young, the company's
president, chief executive officer.


PETTERS GROUP: 2 Former Execs Face RICO Suit from Ritchie, Lenders
------------------------------------------------------------------
Ritchie Capital Management, L.L.C., on behalf of itself and as
administrative agent for a group of affiliated lenders whose
investors include individuals, charities and pension funds, filed
a lawsuit in the U.S. District Court in Chicago alleging
violations of the Racketeering Influenced and Corrupt
Organizations (RICO) Act and fraud by Mary J. Jeffries, former
President and Chief Operating Officer of Petters Group Worldwide,
LLC ("PGW") and former Chief Operating Officer of Petters Company,
Inc.  ("PCI"), and Camille Chee-Awai, former CEO of Petters
Capital, LLC.  Each of these companies was part of the business
empire owned by Thomas J. Petters ("Petters"), who is currently
standing trial in Minneapolis on fraud and other charges related
to the massive Ponzi scheme carried out through PCI.

The lawsuit also identifies Minneapolis Attorney Douglas A. Kelley
("Kelley") as a co-conspirator.  Prior to Petters' arrest, Kelley
was retained by Petters as counsel to certain of his companies.
Shortly after Petters' arrest in early October 2008,
notwithstanding his prior engagement as Petters' corporate
counsel, Kelley was appointed Receiver for all Petters-owned
companies, and he was later named Trustee for PGW and PCI in
related bankruptcy cases.  Kelley's law partner, Steven E. Wolter,
was also identified as a co-conspirator.  Shortly after his
arrest, Petters granted to Wolter an irrevocable proxy over the
equity capital of all companies owned by Petters.

The lawsuit alleges that Jeffries made repeated intentional
misrepresentations to Ritchie during negotiations concerning loans
Ritchie made to PGW for the benefit of Polaroid Corporation, a PGW
subsidiary, and that she continued to make false statements, under
oath, to the U.S. Bankruptcy Court regarding the purpose of
Ritchie's loans to PGW.  The lawsuit alleges that her false
statements caused serious financial harm to Ritchie by preventing
Ritchie from realizing the benefit of liens on highly valuable
Polaroid assets that had been granted to Ritchie as collateral
security for its loans to PGW.

"It has become very clear before and during the Petters trial that
Polaroid constituted the most valuable asset in the entire Petters
business empire. Liens on certain of Polaroid's assets were
granted to Ritchie in return for loans that were intended to
enable Polaroid to repay a loan that was in danger of being in
default.  This lawsuit is about the ongoing efforts of the
defendants and the co-conspirators to deny Ritchie its right to
get its loans repaid," said Thomas C. Cronin, the Chicago attorney
representing Ritchie in this case.

"In sum, the lawsuit alleges that the defendants conspired to keep
Ritchie from realizing the benefit of its Polaroid collateral,
which would have enabled Ritchie to get back at least some of the
money loaned to PGW to benefit Polaroid.  Once the PCI Ponzi
scheme was exposed, the defendants conspired with Kelley to
obstruct Ritchie's right to valuable Polaroid assets, because
those assets represented the only source of funds available to pay
Kelley and his army of professionals," Mr. Cronin said.

According to the lawsuit, Jeffries "falsely stated under oath in
the bankruptcy proceeding that Plaintiffs' loans to PGW had been
made solely to benefit and aid PCI's fraudulent activities rather
than being made to benefit PGW and Polaroid."  As a result of her
testimony, "the bankruptcy court refused to recognize Plaintiff's
security interests in Polaroid and allowed the Polaroid bankruptcy
estate to sell Polaroid's assets in a fire sale inevitably at a
fraction of their true value."

"This lawsuit details numerous issues and questions surrounding
Kelley's actions as Receiver and Trustee," Mr. Cronin said.
According to the lawsuit, these issues and questions include:

    --  In the weeks after being named Receiver by the U.S.
        District Court in Minneapolis, Kelley "established
        complete control over the Petters empire, including all
        of the valuable assets in Polaroid.  In his control
        position, Kelley has been able to hire and enrich
        legions of attorneys, accountants and other
        professionals in the Minneapolis, Minnesota area.
        Among those professionals is his law partner, Steven
        Wolter," the lawsuit states.

    --  Kelley engineered his appointment as receiver for all
        the Petters companies, "without Kelley having disclosed
        that the Cook County Court had already appointed a
        receiver," the complaint says.

    --  "The entire process of Kelley's October 6, 2008
        appointment as Receiver was highly irregular and
        denied PGW the benefit of any independent counsel,"
        the complaint says.  "Rather than fulfilling his
        fiduciary obligations to the Petters companies he
        represented as attorney or his fiduciary obligations
        to PGW's creditors as its bankruptcy Trustee, Kelley
        cooperated with the Government's forfeiture plans.
        This cooperation, coupled with the apparent secrecy of
        the court proceedings, dictates the inference that
        Kelley has multiple conflicts of interest that have
        harmed PGW creditors like Plaintiffs," the
        complaint says.

    --  "Kelley has ignored the fraud alleged in the complaint
        and has apparently protected Jeffries and Chee-Awai
        and disregarded the harm they have caused to
        Plaintiffs," the lawsuit states.

    --  Petters "purchased the concurrence and connivance" of
        executives "by, among other things, paying Defendants
        and their co-conspirators millions of dollars in
        bonuses to ensure their continued cooperation," the
        lawsuit states.  "In his position as bankruptcy trustee,
        Kelley should presumably claw back these bonuses.
        Jeffries, however, in exchange for her cooperation
        with Kelley's plans to forfeit PGW's assets to the
        Government, has received undeserved praise from Kelley
        and has been allowed by Kelley to retain the
        multi-million dollar bonuses she received from
        Petters," the lawsuit continues, notwithstanding the
        fact that Jeffries was Chief Operating Officer of PCI
        at a time when the only business conducted by PCI was
        a massive Ponzi scheme.

    --  "Kelley's cooperation with the threatened forfeiture of
        legitimate PGW assets raises multiple conflicts of
        interest arising from Kelley's conflicting obligations
        as PCI's and PGW's attorney, as PCI's and PGW's
        Bankruptcy Trustee, and as Receiver for Petters, PCI,
        PGW and others including Deanna Coleman, who testified
        at Petters's trial that she received millions of
        dollars from Petters's fraud scheme," the lawsuit
        states.  "Kelley cannot fulfill his duty as Receiver
        to ensure that PGW's assets are available for
        forfeiture and simultaneously fulfill his statutory and
        fiduciary duties as Trustee for PGW to oppose forfeiture
        on behalf of PGW's creditors.  Moreover, by acting
        as PCI's Receiver and attempting to remove assets from
        the PGW estate to benefit victims of the fraud at
        PCI (most of which victims are not otherwise legitimate
        creditors of PGW, as are Plaintiffs), Kelly cannot at the
        same time faithfully fulfill his statutory and
        fiduciary duties to PGW's creditors in his capacity as
        PGW's Trustee."

    --  Kelley falsely stated in the bankruptcy proceedings
        that Ritchie's loans were made to PCI, rather than to
        PGW, the parent company of Polaroid in the Petters
        business empire, "in essence, implying that [Ritchie]
        and its funds had willingly supported the PCI Ponzi
        scheme," the lawsuit states.  Kelley's false statements
        triggered actions by a substantial lender to Ritchie
        that have caused million of dollars in damages to
        Ritchie, the lawsuit states.

"The crux of this case is how the defendants, assisted by others
including Kelley, deprived the plaintiffs of the benefits of the
security interests in Polaroid for which they bargained," said Mr.
Cronin.  "Jeffries falsely testified under oath that Ritchie loans
were made to PCI, not PGW.  This gave Kelley the excuse to auction
off Polaroid's assets at fire sale prices, creating the pot of
gold from which Kelley could continue to pay himself, his partner,
and a host of local accounting, legal, consulting and other
professionals."

"Serious questions must be answered regarding why and how Kelley,
who by his own admission has no business background, was placed in
charge of managing the complex Petters business empire.  His lack
of experience shows in many ways, including the imprudent sale of
Polaroid assets at a small fraction of their real value, at the
worst time in U.S. financial history since the Great Depression.
The record also shows that Kelley has paid out of receivership
assets many millions of dollars in professional fees and has
recovered only negligible amounts for victims and creditors.  The
millions of dollars spent by Kelley to enrich local professionals
simply means that there will be less value available for recovery
by creditors.  If this cozy little game within the Minneapolis
professional and legal community is allowed to continue unchecked,
there will be little or nothing left for creditors," Mr. Cronin
said.

"What is perhaps most offensive is that by Doug Kelley's order,
funds that should have been returned to secured and unsecured
creditors are being used to pay the legal expenses of the
defendants, whose wrongful conduct made it possible for Kelley and
others to wrest control of the Polaroid assets away from Ritchie,"
Mr. Cronin said.

                      About Ritchie Capital

Ritchie Capital Management, L.L.C. is a diversified alternative
asset management firm established in 1997 with interests in hedge
funds, private equity, venture capital, insurance, energy and real
estate and with offices in Lisle, IL, New York, NY and Menlo Park,
CA.

                   About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc., and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


PROTOSTAR LTD: Disclosure Statement Hearing Moved to December 15
----------------------------------------------------------------
The hearing to consider the adequacy of the disclosure statement
explaining Protostar Ltd.'s Chapter 11 plan has been adjourned to
a "date to be determined".  The ProtoStar disclosure statement was
vague about creditors' recoveries because the second of two
satellites won't be sold at auction until Dec. 15.

As reported by the TCR on Nov. 12, ProtoStar has won approval to
sell the ProtoStar I satellite and related equipment for $210
million to an affiliate of Intelstat Holdings Ltd.  The auction of
the ProtoStar II satellite is set for Dec. 15.  The hearing for
approval of the sale is Dec. 18.

The Official Committee of Unsecured Creditors has a suit pending
where it contends secured lenders don't have valid liens securing
aUS$10 million working capital loan and US$183 million in 12.5%
and 18% secured notes.  The creditors believe the noteholders and
working capital lenders filed notices of their security interests
in the wrong place, as a result invalidating their liens.  If the
Creditors Committee wins the lawsuit, the lenders would have an
unsecured creditor status and they won't be paid ahead of other
creditors.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.  In their
petition, the Debtors listed between US$100 million and US$500
million each in assets and debts.  As of December 31, 2008,
ProtoStar's consolidated financial statements, which include non-
debtor affiliates, showed total assets of US$463,000,000 against
debts of US$528,000,000.


PROVIDENT ROYALTIES: Ch. 11 Trustee Can Sell Assets to Consul
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted Dennis L. Roossien, Jr., the duly-appointed Chapter 11
trustee for the bankruptcy estates of Provident Royalties, LLC, et
al., authority to sell certain assets to Consul Properties, L.L.C.

The trustee is authorized to sell, pursuant to Section 363(f) of
the Bankruptcy Code, the assets free and clear of all liens,
claims, encumbrances, and interests.

As reported in the Troubled Company Reporter on Oct. 19, 2009,
Raymond James & Associates, Inc. was engaged to, among other
things, conduct a strategic marketing of the Debtors' assets and
restructuring efforts for the Debtors' business.  As a part of the
marketing efforts, the Debtors' assets were generally divided
into: (i) the assets upon which Sinclair Oil and Gas Company
asserts a lien; (ii) the Debtors' leasehold interests; and (iii)
the Debtors' mineral interests.

Also through the marketing efforts, the bid of Consul Properties
emerged as the highest and best bid for the Debtors' mineral
assets that are not a part of the Sinclair Assets.

The purchase price for the assets is $12,535,308, payable by
wire transfer of immediately available funds and subject to
certain adjustments.  Consul has deposited 10% of the Purchase
Price with U.S. Bank National Association.

The assets will be sold in their "As Is, Where Is" condition
without representations or warranties of any kind whatsoever.

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint in District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.

On July 2, 2009, the District Court for the Northern District of
Texas appointed Dennis L. Roossien, Jr., at Munsch Hardt Kopf &
Harr P.C. in Dallas, Texas, as receiver for the Debtors.  On
July 20, 2009, the Bankruptcy Court appointed the receiver as the
Debtors' Chapter 11 trustee.  Mr. Roossien, Jr., has taken
possession and control of the Debtors' property and business.

Mr. Roossien, Jr., has selected Patton Boggs, LLP, as his special
counsel.  Patton Boggs, LLP, was Debtors' counsel before the
appointment of Mr. Roossien, Jr., as Chapter 11 trustee.  Mr.
Roossien, Jr., has selected Munsch Hardt Koph & Harr, P.C., as
counsel.  Gardere, Wynne, Sewell, LLP, is the proposed counsel to
the official committee of unsecured creditors.

The Company, in its petition, listed between $100 million and
$500 million each in assets and debts.


PULSE POINTS: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pulse Points LLC
        249 Pepes Farm Road
        Milford, CT 06460

Bankruptcy Case No.: 09-33251

Chapter 11 Petition Date: November 18, 2009

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Scott D. Rosen, Esq.
                  Cohn Birnbaum & Shea P.C.
                  100 Pearl Street
                  12th Floor, Hartford, CT 06103-4500
                  Tel: (860) 493-2200
                  Fax: (860) 727-0361
                  Email: srosen@cb-shea.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
12 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ctb09-33251.pdf

The petition was signed by Charles Leigh, manager of the Company.


READER'S DIGEST: Hearing on Contested Plan Outline Today
--------------------------------------------------------
The Reader's Digest Association, Inc., received several objections
in advance of the Nov. 20 hearing for approval of the disclosure
statement explaining the reorganization plan.

The pension fund of the Debtor's U.K. arm says the Plan fails to
consider the Company's underfunded pension plans.  The U.S.
Trustee, an arm of the Justice Department, said there is
insufficient justification for releases in the Plan in favor of
third parties.

The confirmation hearing for approval of the plan is scheduled to
begin Jan. 13.  The Plan would reduce funded debt by 75% to $555
million while providing a 53% to 63% percent recovery to first-
lien lenders owed $1.65 billion by giving them a new $300 million
second-lien loan and all the new stock.  Holders of unsecured
trade claims will receive full recovery.  Other general unsecured
creditors are to receive a 2.5% to 2.7% recovery from a $3 million
cash reserved for their $115 million in claims.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


RESIDENTIAL CAPITAL: CDS Reach 8-Month High on Bankruptcy Talks
---------------------------------------------------------------
Shannon D. Harrington at Bloomberg News reports that the cost to
protect against a default by GMAC Inc.'s Residential Capital LLC
unit climbed to the highest in more than eight months, rising for
the third day after a leadership shakeup last week stoked concern
the finance company may put the mortgage-lender into bankruptcy.

According to the report, credit-default swaps on Minneapolis-based
ResCap jumped 11.5 percentage points to a mid-price of 55%
upfront, according to broker Phoenix Partners Group.

Based on a market expectation that bondholders could recover about
32.5 cents on the dollar if ResCap defaulted, the swaps imply that
traders have priced in a 95 percent chance the company won't meet
its debt obligations within the next five years, according to an
industry pricing model used by Bloomberg.

"More and more people are seeing the writing on the wall," said
Mirko Mikelic, senior portfolio manager at Fifth Third Asset
Management in Grand Rapids, Michigan.  "The housing market is
still collapsed. Their origination business is closed for all
intents and purposes, and their servicing business is getting
smaller and smaller."

In a surprise move, Alvaro de Molina, the head of GMAC Financial
Services was ousted by the Company's board Monday.  The shakeup
comes as GMAC talks to regulators about a third helping of federal
aid, The Wall Street Journal Reported.  The Journal notes that
GMAC has received $12.5 billion in taxpayer money since December
2008 in two installments, giving the U.S. government a 35.4% stake
and growing power over the firm's trajectory.

GMAC reported a third quarter 2009 net loss of $767 million,
compared to a net loss of $2.5 billion in the third quarter of
2008.  Results in the quarter were adversely affected by losses
related to legacy assets in the mortgage operations.

                          About GMAC Inc.

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

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

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

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

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

                         *     *     *

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

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

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


SEA LAUNCH: Buccino Managing Director Named Debtor's CRO
--------------------------------------------------------
Gerald P. Buccino, chairman and CEO of Buccino & Associates,
Inc.is pleased to announce that Christopher L. Picone, a Managing
Director in the firm's Chicago office has been named Chief
Restructuring Officer of Sea Launch Company, LLC, headquartered in
Long Beach, CA.

Sea Launch is a leading provider of launch services to the
commercial satellite industry. Sea Launch and its affiliated
entities filed voluntary petitions to reorganize under Chapter 11
of the United States Bankruptcy Code on June 22, 2009.  The
petitions were filed in the U.S. Bankruptcy Court in Delaware.
The retention of Buccino & Associates and the appointment of Mr.
Picone as CRO was approved nunc pro tunc by the Bankruptcy Court
on November 16, 2009.  In his capacity as CRO, Mr. Picone will
lead Sea Launch's restructuring efforts. Sea Launch currently
projects emergence from Chapter 11 protection in the first quarter
of 2010.

Mr. Buccino stated that we are pleased with this retention and the
appointment of Mr. Picone as CRO of this unique company and
believe that Mr. Picone's significant leadership, financial and
reorganization skills will prove to be valuable assets to Sea
Launch's reorganization efforts.

In parallel with its focus on the reorganization process, Sea
Launch is currently preparing for the launch of the Intelsat 15
satellite later this month, with a Zenit-3SLB vehicle from Site 45
at the Baikonur Space Center in Kazakhstan.  This is Sea Launch's
fourth and final launch campaign for 2009.  For additional
information about this mission, and about Sea Launch, please visit
The company's website at: www.sea-launch.com.

                 About Buccino & Associates, Inc.

Founded in 1981, Buccino & Associates, Inc., is one of America's
premier strategic and financial consulting firms providing clients
comprehensive advisory services designed to enhance cash flow and
position companies for long-term profitability.  Services include
strategic and financial assessment of business operations;
turnaround consulting; financial advisory services to lenders,
creditors and other economic stakeholders; crisis and interim
management; valuation; real estate; insolvency and reorganization
services; corporate restructuring; forensic analysis; litigation
support and expert testimony. Buccino & Associates, Inc. has
offices in Chicago and New York.

                        About Sea Launch

Sea Launch Co. is a satellite-launch services provider that offers
commercial space launch capabilities from the Baikonur Space
Center in Kazakhstan.  Its owners include Boeing Co., RSC Energia,
and Aker ASA.

Sea Launch Company, L.L.C., filed for Chapter 11 on June 22, 2009
(Bankr. D. Del. Case No. 09-12153).  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, serve as the Debtor's counsel.  At the
time of the filing, the Company said its assets range from
$100 million to $500 million and debts are at least $1 billion


SHERMAN ALLEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sherman Allen, Inc.
          dba Michels and Company
        P.O. Box 277
        Lynwood, CA 90262

Bankruptcy Case No.: 09-42423

Chapter 11 Petition Date: November 18, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Leslie A. Cohen, Esq.
                  Leslie Cohen Law PC
                  506 Santa Monica Bl Ste 200
                  Santa Monica, CA 90401
                  Tel: (310) 394-5900
                  Fax: (310) 394-9280
                  Email: leslie@lesliecohenlaw.com

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

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

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

            http://bankrupt.com/misc/cacb09-42423.pdf

The petition was signed by Irwin Allen, president and CEO of the
Company.


SIMMONS BEDDING: Bankr. Filing Cues Moody's Rating Cut to 'D'
-------------------------------------------------------------
Moody's Investors Service downgraded Simmons Company probability
of default rating to D from Ca/LD following Monday's announcement
that it had filed for bankruptcy protection.  At the same time,
all other ratings, including the Caa3 corporate family rating,
were affirmed.  The outlook is negative.

On November 16, 2009, Simmons Company and all of its domestic
subsidiaries filed a pre-packaged plan of reorganization under
Chapter 11 of the United States Bankruptcy Code.  The filing does
not include Simmons Company's foreign subsidiaries or its parent,
Bedding Superholdco Incorporated.  If approved, the senior
subordinated note holders who hold $200 million of senior
subordinated notes will receive around 95% of the outstanding
amounts and the senior discount note holders should received
around 5% of the outstanding amounts.  Holders of the Super Holdco
Toggle Notes are not expected to receive anything.  Neither the
$465 million senior secured term loan nor the $75 million revolver
is impaired under the plan that was submitted.  Based on the
expected recoveries of the notes, the secured term loan and
revolver, Moody's expects higher than average overall recovery.

The downgrade of the PDR reflects the bankruptcy filing.  Moody's
notching template indicates a B3 rating on the senior secured term
loan and revolver.  However, a one notch override was applied and
the B2 rating was affirmed because full recovery is highly likely
in the pre-packaged bankruptcy plan that was submitted.

This rating was downgraded:

  -- Probability of default rating to D from Ca/LD;

These ratings were affirmed/assessments revised:

  -- Corporate family rating at Caa3;

  -- $75 million senior secured revolver due 2009 at B2 (LGD-1, 5%
     from 9%);

  -- $492 million senior secured term due 2011 at B2 (LGD-1, 5%
     from 9%);

  -- $200 million senior subordinated notes due 2014 at Caa3 (LGD-
     3, 31% from 33%);

  -- $269 million senior discount notes due 2014 at Ca (LGD-4, 52%
     from 55%);

  -- $300 million Super Holdco Toggle loan at C (LGD-5, 76% from
     LGD-5, 78%)

Simmons Bedding Company, a wholly-owned subsidiary of Simmons
Company, is headquartered in Atlanta, Georgia.  Simmons Bedding
Company and its domestic subsidiaries net sales for the twelve
months ended September 2009 approximated $900 million.

The last rating action was on February 26, 2009, where Moody's
assigned a limited default rating to Simmons following the
expiration of the 30 day grace period of a missed interest payment
on its $200 million subordinated notes.


SMURFIT-STONE: Gets Nod for KPMG as Consultant
----------------------------------------------
Smurfit-Stone Container Corp. and its affiliates obtained
authority to employ KPMG LLP as their fresh start valuation
consultant, nunc pro tunc to October 2, 2009.

Craig A. Hunt, Esq., the Debtors' senior vice president, secretary
and general counsel, relates that prior to the Petition Date, the
Debtors employed KPMG in the ordinary course to perform general
accounting and asset valuation work.  Shortly after the
Debtors commenced their Chapter 11 cases, they filed a motion to
approve the retention and employment of professionals, including
KPMG, in the ordinary course.

On October 2, 2009, the Debtors engaged KPMG to perform the
necessary investigation and analyses to determine the fair market
value of their assets in order to assist them in meeting their
fresh start valuation and financial reporting requirements.

Mr. Hunt tells the Court that in providing services to the Debtors
since 2008, KPMG's professionals have worked closely with the
Debtors' management, internal staff, and other professionals.
Given KPMG's experience and understanding of the Debtors'
businesses, the Debtors believe that KPMG will be both efficient
for their business operations and cost-effective for their
estates.

In general, the Debtors anticipate that KPMG will perform, among
others, these services:

   A. Phase I

      * Investigating, analyzing and determining the fair market
        value of the Debtors' tangible property including, but
        not limited to, land, buildings, machinery and equipment,
        and leasehold improvements;

      * Investigating, analyzing, and determining the fair market
        value of the Debtors' intangible property including, but
        not limited to, customer relationships,
        patents/technology, trademarks/trade names, leasehold
        interests, licenses, in-process research and development,
        and noncompete agreements;

      * Conducting interviews with the Debtors' personnel,
        meeting with independent auditors to validate the
        approach; and

      * Advising and assisting the Debtors in the management and
        control of cash disbursements;

   B. Phase II

      * Prepare certain Statements of Financial Accounting
        Standards including, but not limited to, SFAS No. 157,
        141R and 142 and Statement of Position No. 90-7; and

      * Completing and delivering valuation reports to the
        Debtors in the timeframe required.

Mr. Hunt tells the Court that KPMG's services as fresh start
valuation consultant will not duplicate services provided by any
of the Debtors' other professionals.  He says that the Debtors
will monitor KPMG's services to ensure that all parties make every
reasonable effort to avoid any duplication that might arise
between the fresh start valuation consulting services provided by
KPMG and the services provided by Ernst & Young LLP, or any other
professionals employed by the Debtors.

The Debtors will pay KPMG's fees according to these hourly rates
in addition to reimbursement of reasonable and necessary expenses
incurred:

          Partner                    $463
          Managing Director           438
          Senior Manager              400
          Manager                     325
          Sr. Associate               213
          Associate                   163

Brian Morris, the managing director of KPMG, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: Gets Nod for Second Expansion of E&Y Work
--------------------------------------------------------
Smurfit-Stone Container Corp. obtained approval of a second
application to further expand the scope of Ernst & Young LLP'
scope of employment.

Specifically, the Debtors note that they need E&Y to perform
additional services consisting of "fresh start" accounting
consultation services, which involves the allocation of the
reorganization value to the Debtors' assets in conformity with
purchase price allocations under financial accounting standards.

Fees for the additional accounting services will be based on E&Y's
applicable hourly rates:

     Senior & National Partner                $600
     Partner, principal, and director          575
     Senior manager                            430
     Manager                                   395
     Senior                                    270
     Staff                                     190

E&Y will also be reimbursed for reasonable and necessary expenses
incurred in connection with the Additional Audit Services.

Daniel J. Nolan, a partner at E&Y, assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: Houlihan Charges $400,000 for July-August
--------------------------------------------------------
These professionals, in separate filings, filed applications for
allowance of fees and reimbursement of expenses:

  Professional             Period          Fees      Expenses
  ------------             ------       ----------   --------
  Houlihan Lokey Howard    Jul. to        $400,000    $14,198
  & Zukin Capital, Inc.    Aug. 2009

  Lazard Freres & Co. LLC  Jul. 2009       250,000      2,369

  Kramer Levin Naftalis    Aug. 2009       160,494      2,055
  & Frankel LLP            Sep. 2009       353,929     10571

  PricewaterhouseCoopers   Jul. 2009       691,960     56,148
  LLP                      Aug. 2009     4,002,071          0
                           Sep. 2009     4,065,540          0

  Sidley Austin LLP        Jul. 2009       727,300      9,394
  FTI Consulting, Inc.     Sep. 2009       225,000      3,868

In separate filings, these professionals assert that there were
no responses or objections to their previous monthly fee
applications:

  Professional                    Period
  ------------                    ------
  Pachulski Stang Ziehl &         Jun. to Jul. 2009
  Jones LLP

  Grubb & Ellis Company           Feb. 27 to Sep. 22, 2009
  PricewaterhouseCoopers LLP      Jan. 26 to Jul. 31, 2009
  Sidley Austin LLP               Jun. 2009
  Ernst & Young LLP               Jun. 2009
  Benett Jones LLP                Aug. 2009
  Warren H. Smith P.C.            Sep. 2009
  Lazard Freres & Co. LLC         Jul. 2009

  Kramer Levin Naftalis &         Jul. 2009
  Frankel LLP                     Aug. 2009

  FTI Consulting, Inc.            Aug. 2009
  Houlihan Lokey                  Jul. to Aug. 2009

  Young Conaway Stargatt &        Jul. 2009
  Taylor LLP

Warren H. Smith & Associates P.C., acting in its capacity as fee
auditor, recommends the approval of fees and expenses of these
professionals for these periods:

  Professional                      Fees  Expenses  Period
  -----------                       ----  --------  ------
  PricewaterhouseCoopers LLP  $2,307,585  $190,635  Mar. to
                                                    Apr. 2009

  Sidley Austin                1,453,060    32,211  Apr. to
                                                    May 2009

  Ernst & Young                  790,093    22,823  Mar. to
                                                    May 2009

  FTI Consulting, Inc.           775,000    21,027  Apr. to
                                                    Jun. 2009

  Kramer Levin                   712,844    29,907  Apr. to
                                                    Jun. 2009

  Lazard Freres                  500,000     5,277  Apr. to
                                                    May 2009

  Armstrong Teasdale LLP         354,589    28,490  Apr. to
                                                    Jun. 2009

  Bennett Jones LLP              164,459    39,479  Apt. to
                                                    Jun. 2009

  Young Conaway Stargatt &        98,759    14,956  Apr. to
  Taylor LLP                                        Jun. 2009

  Pachulski Stang                 32,244     9,447  Apr. to
                                                    Jun. 2009

Meanwhile, the Official Committee of Unsecured Creditors asks for
the reimbursement of their expenses aggregating $3,006 incurred
from April 1, 2009, through September 18, 2009:

  Committee Member     Institution Representative  Amount
  ---------------      --------------------------  ------
  Stephanie Vincent    Voith Paper Fabrics US        $570
                       Sales, Inc.

  Robert J. Gallo      Voith Paper Fabrics US         423
                       Sales, Inc.
                                                   ------
  TOTAL                                              $993
                                                   ======

Warren H. Smith & Associates P.C., acting in its capacity as fee
auditor, recommends the approval of the Committee's expenses
totaling $194 for David R. Jury, as Committee representative for
the April to June 2009 period.

                          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)


SOLOMON DWEK: Franco Challenges Payment of Monthly Allowance
------------------------------------------------------------
Ted Sherman at The Star-Ledger reports that attorneys for Isaac
Franco, a former partner of Solomon Dwek, say Mr. Dwek has no
right to any proceeds from an investment portfolio built off a
$400 million Ponzi scheme.

"Since 2007, Dwek has been a cooperating government witness in a
wide-ranging investigation concerning public corruption, money
laundering and illegal organ smuggling," Star-Ledger cites court
papers as saying. "Yet the estate has funded Dwek's living and
work expenses for the past two years to enable the government's
chief cooperator to live comfortably while he helps put 44 people
in jail."

"From where I come from, when you steal hundreds of millions of
dollars and plead guilty, you don't get paid from your victims'
money," said William Wachtel, Esq., in New York, who represents
Mr. Franco, according to Star-Ledger.  "You don't get put on the
payroll for an amount greater than the salary of the judge
presiding over your case, and you sure as hell don't get a
discharge from all liability in a bankruptcy proceeding where all
your victims are going to get pennies on the dollar."

According to Star-Ledger, for nearly two years, Mr. Dwek has been
living off a $12,800 monthly allowance paid out of the assets of
his now bankrupt real estate empire.

Charles Stanziale, Esq., at McCarter & English, the Chapter 11
trustee, defended the allowance approved in 2007 by a federal
bankruptcy judge, according to Star-Ledger.  "Dwek has been
extremely helpful in the bankruptcy case," said Mr. Stanziale.
"Without his assistance, a lot of information -- which is not
documented -- would have been close to impossible to locate.  That
has enabled the estate to pursue litigation for the return of tens
of millions of dollars."

Star-Ledger notes Mr. Dwek is the government informant behind this
summer's sweeping federal corruption and money laundering sting.
The Troubled Company Reporter said on July 28, 2009, Mr. Dwek was
the cooperating witness in the arrest of more than 40 individuals,
including:

    * The newly elected mayor of Hoboken, charged with accepting
      $25,000 in cash bribes, including $10,000 last week from an
      undercover cooperating witness.

    * A New Jersey assemblyman and recent mayoral candidate in
      Jersey City, charged with taking $15,000 in bribes to help
      get approvals from high-level state officials for building
      projects.

    * The chief rabbi of a synagogue in Brooklyn, charged with
      laundering proceeds derived from criminal activity.

A total of 44 individuals, including three New Jersey mayors, two
state legislators, numerous political operatives, and five well-
known rabbis from New York and New Jersey, were arrested.

According to Star-Ledger, Mr. Stanziale believed the filing was
aimed at discouraging further cooperation from Mr. Dwek, noting
that many of the creditors in the case were well-aware of the
shell game he was playing, and were willing participants.

Star-Ledger notes Mr. Dwek's business collapsed in bankruptcy
after he tried to cash a bogus $25 million check to pay back
another bank that belatedly discovered the scam.  Mr. Dwek, 37,
was arrested by the FBI soon after.  In October, Mr. Dwek pleaded
guilty to separate counts of bank fraud and money laundering, and
the U.S. Attorney's office for the first time confirmed that he
was the informant in the sting operation, Star-Ledger notes.

Star-Ledger relates Mr. Stanziale said Mr. Franco knew about the
Ponzi scheme and continued to invest in it.  Just last week, Star-
Ledger continues, the trustee amended a civil complaint against
Mr. Franco, seeking the return of millions of dollars he received
through Mr. Dwek.

                       About Solomon Dwek

Solomon Dwek is a real estate developer.  Mr. Dwek was accused of
defrauding P.N.C. Bank by depositing a bad $25-million check on
April 24, 2006 and then transferring out most of the money the
next day.

An involuntary chapter 7 petition was filed against Mr. Dwek
on Feb. 9, 2007 with the U.S.  Bankruptcy Court for the
District of New Jersey.  On Feb. 22, 2007, the Court converted
the case to a chapter 11 reorganization under supervision of
a trustee (Bankr. D. N.J. Case No: 07-11757).  Following
conversion, around 62 affiliates filed separate chapter 11
petitions.

Timothy P. Neumann, Esq. at Broege, Neumann, Fischer & Shaver,
L.L.C. and Michael S. Ackerman, Esq., at Zucker, Goldberg &
Ackerman represent the Debtor.  Charles A. Stanziale, Jr. was
appointed chapter 11 trustee.  He is represented by lawyers at
Greenberg Traurig LLP and McElroy, Deutsch, Mulvaney & Carpenter.
Ben Becker, Esq., at Becker, Meisel LLC, represents the Official
Committee of Unsecured Creditors.  The Chapter 11 trustee
characterized Dwek's enterprise as "a massive Ponzi scheme."


SPRINT NEXTEL: Has Deal to Settle iPCS Litigation
-------------------------------------------------
Sprint Nextel Corporation filed Amendment No. 3 with the
Securities and Exchange Commission to amend and supplement the
Tender Offer Statement on Schedule TO filed on October 28, 2009,
by Ireland Acquisition Corporation, as Offeror and a wholly owned
subsidiary of Sprint Nextel, and Sprint Nextel.

Amendment No. 1 was filed with the SEC by the Offeror and Sprint
Nextel on November 13, 2009 and Amendment No. 2 filed with the SEC
by the Offeror and Sprint Nextel on November 17.

The Schedule TO relates to the offer by the Offeror to purchase
all of the outstanding shares of common stock, par value $0.01 per
share, of iPCS, Inc., for $24.00 per share, net to the seller in
cash, less any required withholding taxes and without interest,
upon the terms and conditions set forth in the Offer to Purchase,
dated October 28, 2009.

On October 19, 2009, iPCS said it had entered into an agreement
and plan of merger with Sprint Nextel.  On October 22, an action
styled as Hunt v. iPCS, Inc., et al., No. 09CH40868, was filed in
the Circuit Court of Cook County, Illinois, County Department,
Chancery Division.  On October 23, an action styled as Patterson
v. iPCS, Inc., et al., No. 09CH41287, was filed in the Court.

The Hunt Action and the Patterson Action were each brought by
shareholders of iPCS, on behalf of themselves and as a class
action on behalf of other iPCS shareholders, against Timothy M.
Yager, Timothy G. Biltz, Jeffrey W. Jones, Ryan L. Langdon, Kevin
M. Roe, Mikal J. Thomsen, Nicholas J. Vantzelfde, and Eric L.
Zinterhofer -- Individual Defendants; iPCS, Sprint and Ireland,
and alleged that the Tender Offer and Merger were unfair and that
the directors of iPCS, aided and abetted by Sprint and Ireland,
were breaching their fiduciary duties to iPCS shareholders.

The Tender Offer would, unless extended, expire on November 25,
2009.

On November 17, 2009, the parties to the litigation executed a
Memorandum of Understanding reflecting their agreement to settle
the claims asserted in the litigation, subject to the execution of
a Stipulation of Settlement, notice to the Company's stockholders
and approval by the Illinois Circuit Court.  The Memorandum of
Understanding provides, among other things, that the Company will
make supplemental disclosures to its Solicitation/Recommendation
Statement on Schedule 14D-9.

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

              http://ResearchArchives.com/t/s?49ca

Amendment No. 2 disclosed certain projected financial data of the
Company.  Sprint Nextel projects net income of $8 million for the
fiscal year ending December 31, 2009; net income of $22 million
for the fiscal year ending December 31, 2010; and net income of
$47 million for the fiscal year ending December 31, 2011.
Adjusted EBITDA is projected to be $110 million for the fiscal
year ending December 31, 2009; $125 million for the fiscal year
ending December 31, 2010; and $141 million for the fiscal year
ending December 31, 2011.  Free Cash Flow is projected to be
$35 million for the fiscal year ending December 31, 2009;
$26 million for the fiscal year ending December 31, 2010; and
$69 million for the fiscal year ending December 31, 2011.

A full-text copy of Amendment No. 2 is available at no charge at:

              http://ResearchArchives.com/t/s?49cb

On November 6, 2009, the Company filed its quarterly report on
Form 10-Q with the Securities and Exchange Commission.  Sprint
Nextel reported third quarter 2009 financial results that included
consolidated net operating revenues of $8.0 billion, a net loss of
$478 million and a diluted loss per share of 17 cents.  The
company generated Free Cash Flow of $664 million in the quarter
and $2.1 billion year-to-date in 2009.

Year-to-date ended September 30, 2009, Sprint Nextel posted a net
loss of $1.456 billion compared to $1.175 billion for the same
period in 2008.

As of September 30, 2009, the company had $5.9 billion in cash,
cash equivalents and short-term investments and $1.6 billion in
borrowing capacity available under its revolving bank credit
facility, for total liquidity of $7.5 billion.

As of September 30, 2009, the company had $55.648 billion in total
assets against $37.414 billion in total liabilities.

                 About Sprint Nextel Corporation

Overland Park, Kansas-based Sprint Nextel Corporation is a
communications company offering a comprehensive range of wireless
and wireline communications products and services that are
designed to meet the needs of individual consumers, businesses and
government subscribers.  Sprint Nextel is the third largest
wireless communications company in the United States based on the
number of wireless subscribers.  Sprint Nextel is also one of the
largest providers of wireline long distance services and one of
the largest carriers of Internet traffic in the nation.

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating.  Standard & Poor's Ratings Services said its rating
on Sprint Nextel (BB/Negative/--) is not affected by the company's
definitive agreement to acquire iPCS Inc.


STATION CASINOS: Bondholders Mull Suit Over 2007 Buyout
-------------------------------------------------------
Daily Bankruptcy Review reports that Station Casinos Inc.'s
bondholders are weighing a bid to sue the Debtor and its insiders
over its leveraged buyout, a deal the bondholders say earned the
insiders nearly $1 billion while loading the company with an
unmanageable debt load.

As reported by the Troubled Company Reporter on November 5, 2009,
the Official Committee of Unsecured Creditors of Station Casinos
has sought Court authority to retain Sierra Consulting Group, LLC,
as its consulting expert, effective as of October 9, 2009.

The Committee has determined that it requires the services of a
consulting expert to review and analyze the report of Odyssey
Capital Group, LLC, and to assist Quinn Emanuel Urquhart Oliver &
Hedges, LLP, in its investigation into the transactions executed
in or about November 2007, pursuant to which SCI became a
privately-held company, including, by way of illustration,
assistance with respect to whether the Master Lease is a "true"
lease or can be recharacterized as a disguised secured financing.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STERLING CHEMICALS: Moody's Reviews Ratings on Continued Losses
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Sterling Chemicals
under review for possible downgrade in view of the company's
continuing operating losses, announced termination of the
plasticizers production agreement with BASF at the end of 2010,
questions concerning the agent lender of the asset backed revolver
and recent management and board changes.  Moody's note that as of
September 30, 2009 Sterling was in compliance with the covenants
on its debt and its ABL and still maintained some $153 million in
cash balances.

Moody's review will focus on the impact on the loss of the
plasticizers production agreement after 2010, the company's
liquidity, plans for the cash balances and projected revenues,
earnings and cash flow as related to creditor protection.

On Review for Possible Downgrade:

Issuer: Sterling Chemicals, Inc.

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Senior Secured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently B2

Outlook Actions:

Issuer: Sterling Chemicals, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Moody's most recent announcement concerning the ratings for
Sterling Chemicals was on March 19, 2007, when the initial B2
ratings were assigned.

Headquartered in Houston Texas, Sterling is a producer of selected
petrochemicals used to manufacture a wide array of consumer goods
and industrial products throughout the world.  The company's
primary products are currently acetic acid and plasticizers.
Revenues for the LTM period ended September 30, 2009, were
$119 million.


SUNRISE SENIOR: Completes Sale of 21-Community Portfolio
--------------------------------------------------------
Sunrise Senior Living, Inc. completed the sale transaction for 21
wholly owned assisted living communities, located in 11 states,
with BLC Acquisitions, Inc., an affiliate of Brookdale Senior
Living Inc. , or its assignees, for $204 million.  At closing,
Sunrise received approximately $60 million in net proceeds after
payment or assumption of approximately $134 million of mortgage
loans, the posting of required escrows, various prorations and
adjustments, and payments of expenses by Sunrise.  As previously
disclosed, Sunrise will use $25 million of the proceeds to pay
down its bank credit facility and will place $20 million into a
collateral account for the benefit of other creditors.

During the nine months ended September 30, 2009, the 21
communities contributed $13.9 million of net loss to Sunrise
(composed of $59.0 million of operating revenue, $42.7 million in
operating expenses, $22.5 million in impairment charges,
$4.5 million in depreciation expense and $3.2 million in interest
expense).  Sunrise expects to record a gain of approximately
$50 million in connection with the closing of this transaction.

                     About Sunrise Senior

Sunrise Senior Living, a McLean, Va.-based company, employs
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 Sept. 30, 2009, the Company had total assets of $1.096 billion
against total liabilities of $1.092 billion.  At Sept. 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.


SUNRISE PROPERTIES: Case Summary & 30 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Sunrise Properties, Inc.
        1200 State Fair Blvd
        Syracuse, NY 13221-4734

Bankruptcy Case No.: 09-14079

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Big M Supermarkets, Inc.                           09-
Commander Foods Inc.                               09-
P and C Food Markets Inc. of Vermont               09-
P.T. Development, LLC                              09-
P.T. Fayetteville/Utica, LLC                       09-
Pennway Express Inc.                               09-
Penny Curtiss Baking Company, Inc.                 09-
The Penn Traffic Company                           09-

Chapter 11 Petition Date: November 18, 2009

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

Judge: Peter J. Walsh

Debtor's Counsel: Gregory W. Werkheiser, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 N. Market St., P.O. Box 1347
                  Wilmington, DE 19899
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989
                  Email: gwerkheiser@mnat.com

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

Estimated Debts: $0 to $50,000

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

             http://bankrupt.com/misc/deb09-14079.pdf

The petition was signed by Gregory J. Young, president of the
Company.


TARRAGON CORP: Incurs $121.1MM Net Loss in 9 Months Ended Sept. 30
------------------------------------------------------------------
BankruptcyData reports that Tarragon Corp. announced financial
results for the nine months ended September 30, 2009.  The Company
reported a $121.1 million consolidated net loss on $87.16 million
in total revenues for the period.  In comparison, the Company had
a $116.71 million consolidated net loss for the eight months ended
August 31, 2009, on $80.2 million in total revenues.  The Company
had $7.96 million in cash and cash equivalents at September 30,
2009, down from $9.35 million at August 31, 2009.

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.


TATANKA DEVELOPMENT: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tatanka Development Company, LLC
        1405 Hoyt Lane
        Jackson, WY 83001

Case No.: 09-21174

Chapter 11 Petition Date: November 18, 2009

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Mark E. Macy, Esq.
                  Macy Law Office, P.C.
                  217 West 18th Street
                  Cheyenne, WY 82001
                  Tel: (307) 632-4100
                  Email: macylaw@wyoming.com

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

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

According to the schedules, the Company has assets of $11,501,174,
and total debts of $6,231,627.

The petition was signed by Antonio Ortega, the company's member.

Debtor's List of 7 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Bank of Jackson Hole       Lot 2, Cabins at       $6,165,833
990 West Broadway          Granite Ridge,         ($2,500,000
PO Box 7000                3145 W Arrowhead        secured)
Jackson, NY 83002          Road, Jackson,
                           Wyoming. The total
                           lien amount is for all
                           three properties due
                           at scheduled
                           foreclosure

Bank of Jackson Hole       Granite Ridge Lot      Unknown
990 West Broadway          16, 7835 N Granite     ($4,500,000
PO Box 7000                Ridge Road, Jackson,    secured)
Jackson, WY 83002          Wyoming. The total
                           lien amount is for
                           all three properties
                           due at scheduled
                           foreclosure sale

Bank of Jackson Hole       Lot 15, Granite Ridge, Unknown
990 West Broadway          7855 N Granite Road,   ($4,500,000
PO Box 7000                Jakson, Wyoming. The    secured)
Jackson, WY 83002          total lien amount is
                           for all three properties
                           due at scheduled
                           foreclosures sale on N

Cabins at Granite Ridge    Home Association Fees  Unknown
Homeowners Assoc                                  ($0 secured)

Teton County Assessor      Property Tax           $30,203

Teton County Assessor      Property Tax           $25,151

Teton County Assessor      Property Tax           $10,440


TAYLOR-WHARTON: Files Chapter 11 with Pre-Arranged Plan
-------------------------------------------------------
Taylor-Wharton International, LLC, disclosed a plan to implement a
voluntary financial restructuring.  The company has reached an
agreement in principle with the holders of its mezzanine senior
subordinated secured notes and holders of its first lien notes to
significantly improve the Company's capital structure and create
financial flexibility.

To facilitate its financial restructuring, TWI and its domestic
operations filed voluntary Chapter 11 petitions in the United
States Bankruptcy Court for the District of Delaware.  The company
intends to consummate its restructuring through a pre-arranged
plan of reorganization, which has been filed with the Court.  None
of TWI's operations outside of the United States were included in
the filing.

Under the terms of the agreement, TWI's debt obligations will be
reduced by more than 50%. Additionally, upon emergence from
Chapter 11, the company will receive improved terms from its
lenders and access to new financing, including a $25 million
credit facility.  The agreement also calls for the investment of
new equity capital by the mezzanine holders and The company's
financial sponsors, in support of the overall refinancing
strategy.

In addition to improved terms and a cash infusion from its
Sponsors, the company has received commitments for up to
$20 million in debtor-in-possession financing from a group of
lenders led by GE Capital that will be used to fund post-petition
operating expenses and to meet its obligations to employees,
customers and suppliers.

TWI expects operations to continue as usual during the
restructuring process.  The company plans to emerge from Chapter
11 on an accelerated basis."  Because Taylor-Wharton International
already has a restructuring agreement in place with our lenders,
The company expects to achieve plan confirmation and successfully
complete the financial restructuring by the end of February," said
Bill Corbin, chairman and chief executive officer of TWI.  "We
believe this financial restructuring is a necessary and positive
step to re-align TWI's capital structure with current business
operations.  The commitment from our lenders and the injection of
new equity represent important votes of confidence in our
business, our people and our prospects.  TWI will emerge from this
restructuring as a stronger Company with a more sustainable
capital structure that reflects the current economic realities."

In conjunction with the filing, the company filed a number of
customary "first day" motions to support its employees, customers
and suppliers throughout the financial restructuring process.  In
addition, The company has asked for authority to continue honoring
all current customer programs to ensure that the restructuring
process will not affect its customers.  The company has also
requested authority to pay trade creditors under a variety of
motions.  The company believes this action will allow it to assure
customers an uninterrupted stream of product and eliminate any
concerns they may have regarding the integrity of the supply
chain.  However, the various forms of authority requested only
extend to trade vendors, some of which will be paid in the
ordinary course and some of which will be paid in full once the
Plan of Reorganization is confirmed, depending on the
classification of their allowed claim.  During the Chapter 11
process, suppliers will be paid in full for all goods and services
provided after the filing date as required by the Bankruptcy Code.

                        The Chapter 11 Plan

Bill Rochelle at Bloomberg reports that agreement on the Plan was
reached with holders of all of the $73.9 million in senior secured
debt and the $73.3 million senior subordinated mezzanine notes.
General Electric Capital Corp. is agent for the senior secured
debt.

The report relates that the Plan, to be filed within a week along
with an explanatory disclosure statement, will give the senior
secured creditors a new $20 million revolving credit loan and a
$30 million term loan. The mezzanine debt will be canceled, as
will $55 million in subordinated pay-in-kind notes.  Trade
creditors owed $13.5 million and other unsecured creditors are to
be paid in full.  Holders of the PIK debt will receive 7 percent
of the new equity while the remainder goes to investors who will
buy $12 million in a new pay-in-kind obligation. The mezzanine
lenders may purchase half of the new $12 million PIK debt.

The reorganization is to be supported with a $20 million
secured credit from a group of lenders led by GECC.

                      About Taylor-Wharton

Taylor-Wharton International, LLC -- http://www.TWIglobaltech.com/
-- is the world's leading technology, service and manufacturing
network for gas applications involving pressure vessels and
precision valves.  Taylor-Wharton International operates three
complementary businesses from 16 manufacturing, sales, warehouse
and service facilities in six countries on four continents, and
markets its products in over 80 countries worldwide.

The Company filed for Chapter 11 on November 18, 2009 (Bankr. D.
Del. Case No. 09-14089).


TAYLOR-WHARTON: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Taylor-Wharton International LLC
        4718 Old Gettysburg Road, Suite 300
        Mechanicsburg, PA 17055

Case No.: 09-14089

Debtor-affiliate filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
Alpha One, Inc.                            09-
fka American Tank & Welding, Inc.
American Welding & Tank, LLC               09-14091
Beta Two, Inc.                             09-
fka Structural Composite Industries, Inc.
Delta Four, Inc.                           09-
fka TW Cylinders, Inc.
Epsilon Five, Inc.                         09-
fka TW Cryogenics, Inc.
Gamma Three, Inc.                          09-
  fka Sherwood Valve, Inc.
Sherwood Valve, LLC                        09-
Taylor-Wharton Intermediate Holdings LLC   09-
Taylor-Wharton International LLC           09-
TW Cryogenics LLC                          09-
TW Cylinders LLC                           09-
TW Express LLC                             09-
TWI-Holding LLC                            09-

Chapter 11 Petition Date: November 18, 2009

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

Debtor's Counsel: Mark W. Eckard, Esq.
                  Reed Smith LLP
                  1201 North Market Street, Suite 1500
                  Wilmington, DE 19801
                  Tel: (302) 778-7500
                  Fax: (302) 778-7575
                  Email: meckard@reedsmith.com

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

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

The petition was signed by Leonard H. York, the company's chief
financial officer.

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Primary Steel LLC          Trade Debt             $961,599
Bart Clifford
500 Colonial
Center Parkway,
Suite 500
Roswell, GA 30076

Worthington Cylinders      Trade Debt              $636,670
Corp.
Dusty McClintock
PO Box 391
200 Old Wilson
Bridge Road
Columbus, OH 43085-0391

Essar Steel Algoma Inc.     Trade Debt             $586,846
Darrol Martin
5515 N. Service Road
Burlington, ON L7L 6G4
Canada

Engineered Controls Inc.    Trade Debt             $576,100
Mark Hall
9321 G Court
Omaha, NE 68127

K & K Screw                 Trade Debt             $461,120
Larry Florey
99 International Blvd
Glendale Heights, IL 60139

Heritage Propane            Trade Debt             $306,158
(Spr Dale Ar)
Jeff Stevens
754 River Rock Dr.
Helena, MT 59602

Kalkaska Screw              Trade Debt             $255,435
Ted Sterwart
775 Rabourn Rd NE
Kalkaska, MI 49646-8959

Severstal Sparrows          Trade Debt             $240,099
Point LLC
Dan Santelli

J&S Precision Products      Trade Debt             $239,664
Company
Steve Jansen

Squibb Taylor Inc.          Trade Debt             $198,817
Bill Sands

Ecorse Machine              Trade Debt             $193,722
Ivan Doverspike

Leonard Levine Metals       Trade Debt             $172,822
Mark Levine

Capitol Manufacturing       Trade Debt             $172,329
Arnold Loch

Franklin Traffic            Trade Debt             $165,097
Service Inc.
Jim Knox-President

Vollrath Co. Inc.           Trade Debt             $159,982
Tom Potts

S & B Machine Co Inc.       Trade Debt             $155,927
James Stadt

Spaulding Composites Inc.   Trade Debt             $125,758
Rob Brockway

Arcelor Mittal              Trade Debt             $104,879
Brian Flick

Thomas & Betts Corp.        Trade Debt             $98,450
John Tallas

Kylynn Inc.                 Trade Debt             $97,430
Tom Dussel

Polycel Structural          Trade Debt             $95,066
Foam Inc.
Richard Theurer

Pacer Digital               Trade Debt             $91,238
Systems Inc.
Kevin Oeff

Sherwin William Co.         Trade Debt             $89,809
Tony Vacchanio

Great Lakes                 Trade Debt             $89,429
Paint & Chemical
Scott Hall

Lincoln Electric            Trade Debt             $88,536
Tony Noah

Supreme-Lake                Trade Debt             $87,206
Tony Fazzone

Kohler Machine Prod         Trade Debt             $86,706
Sam Bonetto

Comdata Network, Inc.       Trade Debt             $83,425
Mike Henricks

Crown Equipment             Trade Debt             $80,964
Corporation
LuAnn Nester

Old Bridge Chemicals,       Trade Debt             $80,263
Inc.
Bruce Bzura


THE RESIDENCES: Judge Jenneman Dismisses Chapter 11 Case
--------------------------------------------------------
Anjali Fluker, staff writer at Orlando Business Journal, reports
that the Hon. Karen Jenneman of the U.S. Bankruptcy Court for the
Middle District of Florida dismissed the Chapter 11 bankruptcy
proceeding on the The Residences at Veranda Park at the behest of
VP Phase III's attorney, Norman Hull.

Mr. Hull said the company can no longer find way to fund the
reorganization plan that he filed in August, and dismissing the
case was the only viable plan, source relates.

The dismissal, source says, will allow lender to continue with a
previous foreclosure.

The Residences is a 157-unit residential condo building in
developer Kevin Azzouz's Veranda Park project in MetroWest.  The
Company filed for bankruptcy protection in July 2009.


TOUSA INC: CIT Group Wants Late Claim Allowed
---------------------------------------------
The CIT Group/Business Credit, Inc., is successor administrative
agent under a $450,000,000 credit agreement entered among the
Debtors EH/Transeastern, LLC, and TE/TOUSA Senior, LLC, and a
group of lenders.  Craig V. Rasile, Esq., at Hunton & Williams
LLP, in Miami, Florida, relates that CIT Group received a small
administrative fee for its four-month role as successor agent to
the Senior Transeastern Lenders.

According to Mr. Rasile, CIT Group was paid in full as of the
Petition Date and thus, it did not consider itself a creditor of
the Debtors' estates at that time.  Moreover, CIT Group said it
could not have neglected the Claims Bar Date in the Debtors'
Chapter 11 cases because it never received notice of the deadline
to file claims.

Subsequently, CIT Group was sued in an action commenced by the
Official Committee of Unsecured Creditors against the Debtors'
prepetition lenders.  As a result of defending itself in the
Committee Action, CIT Group incurred attorney's fees and costs
that fall within the purview of the protection afforded to CIT
Group under a Senior Credit Agreement with the Debtors, Mr.
Rasile discloses.  The Senior Transeastern Lenders also provided
CIT Group with indemnification rights pursuant to the Senior
Credit Agreement, he adds.

By this motion, CIT Group asks the Court to deem its late filed
proofs of claim as timely filed.

Mr. Rasile asserts that as soon as CIT Group was sued in the
Committee Action, CIT Group endeavored to protect its interests
by seeking dismissal of the Committee Action and thus, protecting
its indemnity claim.   Moreover, there is little, if any, danger
to the Debtors if CIT Group files its proof of claim, he insists.
He points out that the Committee and the Debtors were well aware
of CIT Group's potential indemnification claim under the Senior
Credit Agreement.  He notes that although it has been a year and
a few months since the Bar Date expired, CIT Group's delay in
filing its claim was not a result of its "sitting on its rights."
Instead, it was not until the dismissal of CIT Group as defendant
in the Committee Action in July 2009 that CIT Group found it
necessary to protect its indemnity rights through the claims
process, Mr. Rasile maintains.

                         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: Reports on Home Sale Closings for October
----------------------------------------------------
Tousa Inc. and its units delivered to the Court a list of their
home sale closings and related payments to Operational Lien
Claimants for the period from October 1 through 31, 2009.

A two-page list covering more than 60 sales is available for free
at http://bankrupt.com/misc/TousaHomesSaleListOct2009.pdf

The sale closings were for homes located at Arizona, Texas,
Florida, Colorado, Tennessee and Nevada.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOWERCO FINANCE: Moody's Assigns 'Ba3' Ratings on New Facilities
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to proposed new
senior secured credit facilities of TowerCo Finance LLC, an
indirect wholly-owned subsidiary of TowerCo II Holdings LLC.

The senior secured credit facilities are comprised of a
$40 million 3-year revolving credit facility and $200 million 5-
year term loan.  The proceeds of the term loan are expected to be
utilized for general corporate purposes, but largely to partially
reimburse the equity sponsors' early stage funding of the
company's acquisition and buildout activity.  As part of the
rating action, Moody's assigned a B1 corporate family rating and a
B2 probability of default rating to TowerCo.

Assignments:

Issuer: TowerCo Finance LLC

  -- Senior Secured Bank Credit Facility, Assigned a range of 27 -
     LGD2 to Ba3

Issuer: TowerCo II Holdings LLC

  -- Probability of Default Rating, Assigned B2
  -- Corporate Family Rating, Assigned B1

TowerCo's B1 CFR reflects the company's relatively high adjusted
debt to EBITDA leverage and expected negative free cash flow over
the next several years as operating cash flow is used for new
tower construction and selective acquisitions of land underlying
existing towers and currently subject to operating leases.  The
rating also considers the expected stability of much of the
company's revenue, which is principally derived from contractual
relationships with large wireless operators in the U.S., although
Moody's notes that a significant majority is sourced from a single
customer - Sprint Nextel (Ba1, Negative), due to the acquisition
of roughly 3,100 towers from Sprint Nextel at the end of 2008,
which essentially formed the base of the company's towers.  In
addition, given the captive history of these towers within Sprint
Nextel, a lower number of colocation tenants exist (about 1.6x)
compared to the tower industry average of greater than 2.5x
colocation tenants.  While this provides the company with revenue
growth opportunities, Moody's believes that free cash flow will be
stressed until colocations ramp up to something closer to industry
average levels.  Although the expected liquidity profile is deemed
to be adequate, the company will subsequently rely on access to
its revolving credit facility to fund capital expenditures for new
towers and land purchases during this ramp-up period over the next
12-24 months.

Moody's believes that the fundamentals of the wireless tower
sector are likely to remain favorable through the next several
years, and thereby enable TowerCo to grow revenues and cash flow
at sufficient levels to facilitate comparatively rapid
deleveraging of its balance sheet.  Proforma for the debt offering
and based on 3Q '09 LTM adjusted EBITDA of $65 million, the
company's adjusted leverage would be about 8.7x at closing.
Moody's notes that as the Sprint Nextel towers were acquired at
the end of 2008, LTM leverage is higher than the company's run-
rate leverage.  Moody's believes that as the company benefits from
a full year's contribution from the acquired towers, coupled with
anticipated revenue growth, adjusted leverage should drop to the
low 7.0x range by the end of 2009.

The ratings for TowerCo's senior secured credit facility reflect
both the overall probability of default for the company, for which
Moody's maintains a PDR (probability of default rating) of B2, and
above average recovery estimates for creditors of the firm.  The
company's senior secured credit facilities are rated Ba3, LGD2 --
27%, as they benefit from the pledge of subsidiary assets and
receive a ratings lift relative to the CFR from the operating
leases.

This is the first time Moody's has rated TowerCo.

Based in Cary, North Carolina, TowerCo is a wireless tower
operator.


TRIBUNE CO: Proposes Protocol for Settling Disputed Claims
----------------------------------------------------------
As of November 13, 2009, more than 6,245 proofs of claim have been
filed in Tribune Co.'s Chapter 11 cases.  The Proofs of Claim are
recorded on the official claims register maintained by Epiq
Bankruptcy Solutions, LLC, the agent employed by the Debtors to
assist with claims processing in their Chapter 11 cases.

By this Motion, the Debtors seek a limited waiver of Local Rules
3007-1(f)(i) and 3007(f)(ii) of the U.S. Bankruptcy Court for the
District or Delaware in order permit them to object to more than
150 claims in each omnibus objection to claims based on
substantive grounds and to file more than two Substantive
Objections per calendar month until the closure of their
bankruptcy cases, provided that they will schedule no more than
two Substantive Objections for a hearing in any given month.

Local Rules 3007-1(f)(i) and 3007(f)(ii) provide that each
substantive objection to claim may only pertain to 150 claims, and
no more than two Substantive Objections may be filed each calendar
month.

The Debtors assert that the Local Rules' limitations are
unnecessarily restrictive because of the large volume of claims
asserted against their estates.

The Debtors tell the Court that they intend to object to numerous
claims filed in a series of omnibus objections seeking, among
other things, reduction, reclassification and disallowance of
those claims.  The Debtors aver that the modification of the Local
Rules will facilitate an efficient and cost-effective claims
reconciliation process.

In addition, the Debtors seek the Court's authority to settle or
compromise any disputed claims without further approval of the
Court pursuant to these procedures:

  A. If the proposed settlement amount of a Disputed Claim is
     less than $50,000, the Debtors will be authorized to settle
     that Disputed Claim and execute necessary documents,
     including a stipulation of settlement or release, without
     prior notice to any party and without further order of the
     Court.

  B. If the proposed settlement amount of a Disputed Claim is
     equal to or greater than $50,000 but less than $1,000,000,
     the Debtors will be authorized to settle that Disputed
     Claim and execute necessary documents, including
     stipulation of settlement or release, upon 10 business
     days' prior written notice to (i) the U.S. Trustee, (ii)
     counsel to the Official Committee of Unsecured Creditors,
     and (iii) counsel to the steering committee of Tribune's
     prepetition lenders.  If no objection to the proposed
     settlement is received, the proposed settlement will become
     effective without further order of the Court.

  C. If the proposed settlement amount of a Disputed Claim is
     equal to or greater than $1,000,000, the Debtors will be
     authorized to settle the Disputed Claim and execute
     necessary documents after approval of the Bankruptcy Court.

  D. If the U.S. Trustee, the Creditors' Committee or the
     Steering Committee objects to the proposed settlement of a
     Disputed Claim, the Debtors will settle their objection
     prior to seeking Court approval of the settlement.

  E. If after consultation with the Debtors, the U.S. Trustee,
     the Creditors' Committee or the Steering Committee
     withdraws their objections to a settlement for any reason,
     the Debtors will be authorized to enter into the proposed
     settlement without further notice or order of the Court.
     If the U.S. Trustee, the Creditors' Committee, or the
     Steering Committee does not withdraw their objections after
     consultation with the Debtors, the Debtors will have the
     option of:

           * foregoing entry into the settlement agreement in
             question;

           * modifying the terms of the settlement agreement in
             a way that results in the U.S. Trustee, the
             Committee, or Steering Committee withdrawing its
             objection; or

           * seeking an order of the Court authorizing the
             Debtors to enter into the settlement agreement over
             the relevant objection.

Furthermore, the Debtors propose to file with the Court a report
of all Disputed Claims settled for less than $1,000,000 pursuant
to the Settlement Procedures.

                         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: Publishing Proposes to Assume Hewlett-Packard Pact
--------------------------------------------------------------
Debtor Tribune Publishing Company seeks the Court's authority to
assume a Master Services Agreement with Hewlett-Packard Company.

HP is among the world's largest information technology companies,
with operations that span printing, personal computing, software,
services, and IT infrastructure.  HP is a leading provider of
business process outsourcing services, offering customized
business solutions designed to streamline business processes.

On July 26, 2007, Tribune Publishing entered into a Master
Services Agreement with HP covering specified finance and
accounting services in the areas of credit, collections, cash
applications, billing, post-sale customer service, and advertising
contract administration for certain advertising customers of
Tribune Publishing and the Publishing subsidiaries.

In mid-2009, Tribune Publishing and HP engaged in discussions
regarding modifying the existing MSA.  Specifically, Tribune
Publishing sought certain rate reductions on services being
provided by HP and other modifications of the MSA.  Discussions
between Tribune Publishing and HP progressed during the summer and
fall of 2009 and culminated in the parties' agreement to amend the
MSA.  The parties intend to execute the amendment to the MSA on
December 1, 2009, with the terms of the amendment to become
effective as of January 1, 2010.

In order to effectuate the terms of the amendment and secure the
enhanced economic benefits of the amended MSA for its estate,
Tribune Publishing has determined both to amend the MSA and to
assume the MSA, as amended.

Through the reduction in the rates charged under the amended MSA,
Tribune Publishing estimates that it will achieve cost savings of
approximately $2.2 million, or 11%, in the amounts paid to HP over
the remaining five years of the agreement.  The parties have also
agreed to modify the service-level performance metrics under the
MSA, to incentivize better results with respect to HP's collection
of advertising customer accounts payable to Tribune Publishing and
to simplify the billing methodology used to calculate fees payable
by Tribune Publishing to HP under the MSA, reducing Tribune
Publishing's administration time and costs.

In conjunction with the assumption of the amended MSA, Tribune
Publishing has agreed to accelerate payment on its outstanding
liabilities for "transition services" under the MSA, to be paid in
a lump sum payment of $2.16 million upon Court's approval of the
Motion.

In consideration for the early assumption of the amended MSA and
for the payments to be made by Tribune Publishing to HP, HP has
agreed to waive and release any and all claims for sums due it may
have against Tribune Publishing or any of the other Debtors
arising prior to the Effective Date, including any and all claims
for sums due arising prior to the Petition Date.  HP has agreed
that all those amounts have been paid, and accordingly HP will
withdraw with prejudice that certain proof of claim filed
amounting to $2,574,000.

In a separate filing, the Debtor seek the Court's authority to
file under seal the MSA.  The Debtors aver that certain provisions
of the amended MSA reflect information that HP legitimately
expects to be maintained as confidential in light of its propriety
or commercially competitively sensitive nature.  The Debtors
maintain that protection of pricing information and other material
terms of the amended MSA are of critical importance to HP because
of the potential impact disclosure of that information could have
on its bargaining or competitive position and business operations.

                         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: Seeks Dec. 1 Status Conference on ESOP Transaction
--------------------------------------------------------------
Tribune Co. and its units ask the Court to schedule a status
conference on the December 1, 2009 omnibus hearing on the
investigation on the $13.8 billion leveraged buyout led by Sam
Zell in December 2007 and certain debt financings. The Debtors
note that pursuant to Section 105(d) of the Bankruptcy Code, the
Court may schedule a status conference upon the request of a
party-in-interest.

The Leveraged ESOP Transactions and certain debt financings have
been the subject of the ongoing review by the Debtors, the
Official Committee of Unsecured Creditors and other stakeholders,
including substantial document review and legal and factual
analyses, says Kate J. Stickles, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Wilmington, Delaware.  Ms. Stickles
notes that in the spring of 2009, the Committee issued informal
document production and other information requests to the Debtors
and more than 30 entities and persons involved in the ESOP
Transactions.  According to Ms. Stickles, the discovery conducted
has resulted in the production of masses of documents.

Ms. Stickles asserts that the Debtors' goal is to bring the review
of the Leveraged ESOP Transactions to an expeditious conclusion in
a manner which is fair and equitable to the major creditor
constituencies, and to do so without prolonged and expensive
litigation that would cause significant harm to the Debtors and
their estates.

                         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: Filed Proofs of Claim Against Lehman Brothers
---------------------------------------------------------
Alvarez & Marsal North America, LLC, said in a court filing that
on September 22, 2009, Tronox Inc. and its units filed proofs of
claim against Lehman with respect to these matters:

  (1) The first claim -- "Claim A" -- is for the return of
      approximately $300,000 on account of certain expense
      deposits paid to Lehman Brothers Holdings Inc. in connection
      with a potential debtor-in-possession financing facility for
      the Debtors.  A&M has and will continue to recuse itself
      from representing or advising the Debtors in the pursuit of
      Claim A.

  (2) The second claim -- "Claim B" -- is a protective claim
      filed on account of a potential litigation by the Debtors
      against Lehman in connection with Lehman's prepetition
      role as investment banker and financial advisor for
      Kerr-McGee Corporation in connection with its efforts to
      sell the Debtors' business in 2005 and the eventual spin
      off transaction of the Debtors in 2006.

Lehman was also a creditor of Tronox Inc.

Alvarez & Marsal is currently serving as crisis manager for Tronox
Inc. and its units.  Certain A&M employees also maintain
relationships as advisors to or interim officers of Lehman
Brothers Holdings Inc. and certain of its affiliates as
debtors and debtors in possession.

Jeffery J. Stegenga, managing director at Alvarez & Marsal North
America, LLC, says that though A&M has and will continue to
support and advise Tronox in their pursuit of the claims against
Kerr-McGee and Anadarko, A&M has not and will not support or
advise the Debtors in any related claim it may have against
Lehman, Mr. Stegenga tells the Court.

Further, Mr. Stegenga says Lehman is not currently a party to the
referenced litigation and the Debtors' counsel has informed A&M
that it has not and, during the time in which A&M expects to
provide services to the Debtors, likely will not, pursue the
protective claim against Lehman in any manner beyond the filing
of the protective Claim B.

                         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: Proposes Claims Objection Procedures
------------------------------------------------
Approximately 14,000 proofs of claim have been timely filed
against Tronox Inc. and its units.  Collectively, the Proofs of
Claim assert liquidated claims of more than $9 billion against the
Debtors.

In light of the number of Proofs of Claim that have been asserted
against the Debtors' estates and the substantial number of
objections the Debtors expect to file in response to those
claims, the Debtors seek the Court's authority to file omnibus
objection to claims.

Recognizing that Rule 3007 of the Federal Rules of Bankruptcy
Procedure seeks to provide creditors with transparency and
clarity regarding omnibus claims objections, the Debtors sought
obtained approval from the Court of Omnibus Objection and Hearing
Procedures to protect creditors' due process rights and achieve
administrative and judicial efficiency.  The Omnibus Objection
and Hearing Procedures will help streamline the Claims objection
process, and the Debtors, creditors, the Court and all parties-
in-interest will benefit from the resulting administrative
efficiencies.

According to Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in
New York, the Omnibus Objection and Hearing Procedures provide
for the efficient and economic resolution of Omnibus Objections
to the Proofs of Claim by:

  (a) providing a guide to the claims objection process that
      clearly describes the form and manner of Omnibus
      Objections and the process by which claimants must file
      and serve responses to the omnibus objections;

  (b) providing a guide to the Claims Hearing process; and

  (c) ensuring that all parties in interest have sufficient
      access to the information they require to navigate the
      claims objection process effectively and otherwise
      preserve and protect the rights they are afforded under
      the Bankruptcy Code.

Specifically, the Omnibus Objection and Hearing Procedures
describe, in clear and simple terms, the key aspects of the
claims resolution process, including, without limitation: (a) the
form of Omnibus Objections and supporting documentation, if
necessary; (b) the exhibit attached to each Omnibus Objection and
these information:  claimants' names, claim numbers, the grounds
for the Omnibus Objection and cross-references to the location in
the Omnibus Objection discussing the respective grounds; (c) the
form of the Notice of Omnibus Objection; (d) the information
claimants need to file a Response to the Omnibus Objection, the
timeframe for doing so and the implications of failing to timely
file a Response; (e) the form of the notice of hearing on
contested claims matters; and (f) information relating to Claims
Hearings.

As set forth in the Omnibus Objection and Hearing Procedures,
each claimant whose Claim is the subject of an Omnibus Objection
will be provided with a copy of the Omnibus Objection, without
exhibits, as well as a customized Notice of Omnibus Objection.
The Notice of Omnibus Objection will, among other things: (a)
describe the basic nature of the Omnibus Objection; (b) inform
claimants that their rights may be affected by the Omnibus
Objection and encourage them to read the Omnibus Objection
carefully; (c) identify the deadline for filing and serving a
Response and describe the procedures to inform claimants that
their Response must be timely received by the appropriate parties
and the implications of failing to do so; (d) identify the date
on which a hearing may be held to address Omnibus Objections and
related Responses; and (e) describe how a copy of a Claim, the
Omnibus Objection and other pleadings filed in the Chapter 11
cases may be obtained.

Given the number of Claims filed and the amount of the Court's
time that the Debtors anticipate will be necessary to hear
objections to Claims, the Debtors, at or prior to the hearing on
the Motion, will ask that the Court set the dates and times for
Claims Hearings, on dates other than those set for Omnibus
Hearings, to consider Contested Claims matters.

In the first instance, the Debtors will schedule a return date
for Omnibus Objections for hearing at Omnibus Hearings.  For
Proofs of Claim subject to an Omnibus Objection and with respect
to which (a) no Response is filed in accordance with the
applicable proposed response procedures or (b) a Response is
filed but is resolved prior to the hearing date, the Debtors will
request that the Court enter an Order sustaining their objection
and granting the relief requested in the Omnibus Objection.  Upon
entry of the Court's Order granting a Claims Objection, the
Claims Agent will be authorized to reflect the treatment of the
claims in accordance with the Order on the official claims
registers maintained for these cases.

For Contested Claims the Debtors would, as set forth in the
Omnibus Objection and Hearing Procedures, adjourn the initial
hearing on Contested Claims and schedule the hearing for a later
date chosen by the Debtors by providing the Claimant with a
notice identifying the date and whether the Claims Objection
Hearing will be a Sufficiency Hearing or Evidentiary Hearing.

For a non-evidentiary hearing to address the legal sufficiency of
the particular proof of claim and whether the proof of claim
states a colorable claim against the asserted Debtor, the Debtor
would provide the relevant Claimant with, and file with the
Court, a Notice of Claims Objection Hearing at least 20 business
days prior to the date of the Sufficiency Hearing.

For an evidentiary hearing on the merits of a Contested Claim,
the Debtor would provide the relevant Claimant with, and file
with the Court, a Notice of Claims Objection Hearing at least 65
calendar days prior to the date of the Evidentiary Hearing.

As set forth in the Omnibus Objection and Hearing Procedures each
of the Claimants and the Debtors would be required to have the
following representatives present at the Claims Objection
Hearing: (i) counsel, except to the extent that the Claimant was
proceeding pro se, and (ii) a person possessing the ultimate
authority to reconcile, settle, or otherwise resolve the
contested Claim on behalf of the Claimant and the Debtors,
respectively.  The Claimant's failure to appear at a Claims
Objection Hearing, or to have a person with the ultimate
authority to reconcile, settle, or otherwise resolve the
Contested Claim present at the hearing, would constitute grounds
for the Court to (a) deem any opposition waived, (b) treat the
objection conceded and (c) enter an Order granting the relief
requested without further hearing or notice to the Claimant.

The Debtors are authorized, in their sole discretion, to further
adjourn a Claims Objection Hearing scheduled in accordance
herewith at any time by providing notice to the Court and the
Claimant at least five business days prior to the date of the
Claims Objection Hearing.

Additionally, the Court authorized the Debtors' Claims Agent to
serve all Claimants whose Proofs of Claim are the subject of an
order entered pursuant to an Omnibus Claims Objection with a copy
of such order and a personalized notice of entry of Order.  Each
Notice of Entry of Order will specifically identify the
Claimant's Proof of Claim that is subject to the order, the
Court's treatment of that Proof of Claim, and the basis for that
treatment.

                         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: Proposes to Expand Ernst & Young Work
-------------------------------------------------
Tronox Inc. and its units seek the Court's authority to expand the
scope of employment of Ernst & Young LLP to include additional
audit services directly related to Tronox Inc.'s sale of certain
of its assets, companies, or businesses.

The stalking horse asset and equity purchase agreement between
the Debtors and Huntsman Corporation requires Tronox, upon
Huntsman's request and at Huntsman's expense, to retain E&Y LLP
to provide Huntsman with audited historical financial statements
for the Acquired Business for fiscal years 2006, 2007 and 2008.
Because Huntsman has made the request, the Debtors seek to expand
the scope of their engagement of E&Y LLP to include the Carve-Out
Audit Services.  The AEPA obligates Huntsman to reimburse Tronox
for E&Y LLP's fees and expenses related to the Carve-Out Audit
Services.

Fees for the Carve-Out Audit Services will be based on these
hourly rates:

  Partner/Principal/Director           $528-$720
  Manager/Senior Manager               $363-$563
  Senior                               $254-$352
  Staff                                $172-$232

The Debtors will also reimburse E&Y LLP for any direct expenses
it incurs in connection with its retention and the performance of
the Carve-Out Audit Services.

Michael Sanner, a partner at Ernst & Young LLP, maintains that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

                         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: Working on $425 Million Financing to Stop Sale
----------------------------------------------------------
To recall, Tronox Inc. is pursuing a dual-track process in an
effort to maximize value for the estate of the Company and the
Company's stakeholders.

As part of this process, the Company is actively pursuing a sale
of all or substantially all of the Company's operating assets
through Section 363 of the Bankruptcy Code.  The Company has
previously entered into a "stalking horse" bid with affiliates of
Huntsman Corporation, and is currently engaged with several
parties to create competition with that stalking horse bid at a
public auction for such assets, which is expected to be held in
early December 2009.

While the sale process continues, the Company is also working with
its stakeholders concerning the possibility of a stand-alone
reorganization as an alternative to the sale.  As part of this
effort, on November 10, 2009, Tronox Incorporated entered into
letter agreements with each of General Electric Capital
Corporation and Goldman Sachs Lending Partners LLC each to act as
financing source and arranger, respectively, in connection with
providing new debtor in possession to exit financing for a
$125 million asset backed revolver facility and a $300 million
first lien term loan.

If the Company is able to reach agreement with its stakeholders
regarding a standalone reorganization and chooses to pursue a
reorganization rather than a sale, and if the Company, GE and
Goldman's efforts are successful and a plan of reorganization is
confirmed, the proceeds from the DIP to Exit Facilities would be
used to refinance the Company's existing indebtedness, fund a
potential settlement with the United States Government and be
available for general corporate purposes following the Company's
exit from bankruptcy.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUE TEMPER: Confirmation Hearing Adjourned to Nov. 30
------------------------------------------------------
The hearing to consider approval of the disclosure statement and
confirmation of the prepackaged Chapter 11 plan of True Temper
Sports Inc. was adjourned "at the court's request" to Nov. 30,
Bill Rochelle at Bloomberg News reported.

The U.S. Trustee in Delaware filed an objection to the Prepackaged
Chapter 11 Plan, asserting that the Plan is contrary to the notion
of a prepackaged plan to the extent that it fails to pay
nonconsenting impaired classes in full, or to pass them through
the plan unaffected.

The Plan proposes to restructure senior debt into a combination of
exit financing and equity in the reorganized debtor.  Debt holders
and stockholders -- the plan investors -- are injecting $70
million cash that will be used pay down first-lien debt totaling
$105.6 million.  The remainder of the first-lien debt will be
converted into a new term loan under the plan.  The Plan Investors
will obtain most of the new stock of the reorganized company.
The holders of $45 million in second-lien debt are to receive
11.4% of the new stock.  An additional $3 million of cash
collateral will be distributed to the second lien creditors.
However, the second lien lenders will waive this cash distribution
and the cash will be transferred to holders of trade unsecured
claims who have voted in favor of the Plan, for a full recovery by
the trade creditors.  Other general unsecured creditors will
receive no dividend. The Plan does not provide for a distribution
on account of equity interest; but Gilbert Global, the holder of
substantially all the Debtors' prepetition equity has an option to
obtain an assignment of up to $15 million in equity of the
Reorganized Debtors.

The U.S. Trustee noted that non-consenting impaired classes have
been excluded from the Plan process and have little or no notice
that they will receive nothing under this Plan.  "It is not within
the contemplation of a prepackaged plan that the procedures be
utilized to circumvent the notice and procedural requirements of
Sections 1125 and 1129 where classes purportedly receiving no
distribution have been completely excluded from the process."  At
least one impaired class, Class 5, General Unsecured Claims, that
was not solicited should have been solicited.

The U.S. Trustee added that (i) the proposed treatment of
Unsecured Trade Claims is not in good faith and is not fair and
equitable, (ii) the Plan violates the absolute priority rule, and
(iii) the proposed releases are overbroad and are not consistent
with prevailing law.

According to the U.S. Trustee, the alleged "gift" of up to $3
million from the distribution to the Second Lien Credit Claims to
the Trade Account is not a gift. It is not a gift because it is a
distribution of estate property from cash ". . . to be distributed
from cash collateral existing on the Petition Date."

A full-text copy of the Chapter 11 prepackaged plan is available
for free at http://bankrupt.com/misc/TrueTemper_PrepackPlan.pdf

A full-text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/TrueTemper_PrepackDS.pdf

                         About True Temper

True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world.  True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.

As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.

True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446).  Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort.  Logan & Company serves as claims and notice
agent.  Bankruptcy Judge Peter J. Walsh handles the case.


TRW AUTOMOTIVE: Moody's Assigns 'Caa1' Rating on New Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to TRW
Automotive, Inc.'s new senior unsecured notes.  In a related
action Moody's affirmed TRW's Corporate Family and Probability of
Default ratings at B3, and affirmed the ratings on the existing
senior secured revolving credit facilities at Ba3, and affirmed
the ratings of the existing senior unsecured notes at Caa1.  The
Speculative Grade Liquidity Rating also was affirmed at SGL-3.
The rating outlook is stable.

The new senior unsecured notes will be used to reduce $124 million
of TRW's senior secured term loan debt and the balance will be
used for general corporate purposes.  This transaction, along with
certain retained net proceeds from the company's recent
convertible note offering will create additional financial
flexibility for TRW over the near term.  TRW's profile over the
intermediate-term remains consistent with the assigned Corporate
Family Rating which was recently raised to B3.

Rating assigned:

  -- Caa1 (LGD4, 66%) for the $250 million senior unsecured notes
     due 2017

Ratings Affirmed:

  -- B3, Corporate Family Rating;

  -- B3, Probability of Default;

  -- Ba3 (LGD2, 12%) for the $1.4 billion combined senior secured
     domestic and global revolving credit facilities;

  -- Ba3 (LGD2, 12%) for the $600 million senior secured term loan
     A;

  -- Ba3 (LGD2, 12%) for the $500 million senior secured term loan
     B;

  -- Caa1 (LGD4, 66%) for the $500 million senior unsecured notes
     due 2014;

  -- Caa1 (LGD4, 66%) for the Euro 275 million senior unsecured
     notes due 2014;

  -- Caa1 (LGD4, 66%) for the $600 million senior unsecured notes
     due 2017;

  -- Speculative Grade Liquidity Rating at SGL-3

The last rating action was on November 9, 2009, when the Corporate
Family Rating was raised to B3.

TRW Automotive, Inc., headquartered in Livonia, MI, is among the
world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has four operating segments:
Chassis Systems, Occupant Safety Systems, Automotive Components,
and Electronics.  Its primary business lines encompass the design,
manufacture, and sale of active and passive safety related
products.  Revenues in 2008 were approximately $15.0 billion.


TRW AUTOMOTIVE: S&P Assigns 'B-' Rating on $250 Mil. Senior Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B-'
issue rating to TRW Automotive Inc.'s proposed $250 million senior
unsecured debt offering.  S&P assigned this debt a recovery rating
of '5', reflecting S&P's expectation that lenders would receive
modest (10% to 30%) recovery of principal in a default.  At the
same time, S&P raised its issue ratings on TRW's senior secured
term loan debt and revolving credit line to 'BB-' from 'B+' and
revised the recovery rating on that debt to '1' from '2',
reflecting S&P's expectation that lenders would receive very high
(90% to 100%) recovery of principal in a default.  S&P also raised
its issue rating on TRW's existing senior unsecured debt to 'B-'
from 'CCC+' and revised the recovery rating to '5' from '6'.

The raising of the issue-level debt ratings on TRW reflects the
company's announced intent to reduce, in the near term, the amount
of senior secured debt on its balance sheet.  S&P believes TRW
will accomplish this soon using the proceeds of the recent
issuance of $259 million in exchangeable notes and proposed
issuance of $250 million in senior unsecured bonds.  S&P believes
$150 million of the combined net proceeds will be used to repay
term loan debt.

TRW also indicated that it plans to use an additional $100 million
in cash on hand to repay a portion of the term loans.  TRW
previously stated 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 outlook on Livonia, Michigan-based TRW is positive.  At
Oct. 2, 2009, TRW's outstanding balance sheet debt totaled about
$2.5 billion.  TRW's earnings and cash flow for the second and
third quarters were better than S&P's expectations, although S&P
still expects the company to use cash in 2009 and 2010.  The
company 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.

                           Ratings List

                       TRW Automotive Inc.

       Corporate credit rating                B/Positive/--

                            New Rating

                        TRW Automotive Inc.

                         Senior Unsecured

             US$250 mil. notes due 12/01/2017      B-
              Recovery Rating                      5

                             Upgraded

                        TRW Automotive Inc.

                                         To                 From
                                         --                 ----
  Senior Secured                         BB-                B+
    Recovery Rating                      1                  2
  Senior Unsecured                       B-                 CCC+
    Recovery Rating                      5                  6

                         Ratings Affirmed

                        TRW Automotive Inc.

            Subordinated                           CCC+
             Recovery Rating                       6


TUBE CITY: S&P Changes Outlook to Stable; Affirms 'B+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Glassport, Pennsylvania-based Tube City IMS Corp. to
stable from negative.  Standard & Poor's also said that it
affirmed its ratings on the company, including the 'B+' corporate
credit rating.

"The outlook revision reflects S&P's assessment that Tube City's
operating performance has somewhat exceeded prior expectations,"
explained Standard & Poor's credit analyst Maurice Austin.  The
improvement stemmed from gradually increasing steel capacity
utilization rates since earlier in 2009, which have benefited Tube
City because as a provider of on-site services to steel mills, its
business is highly correlated with steel production.  S&P expects
capacity utilization rates to continue to increase into 2010.
Previously, S&P had expected Tube City's 2009 EBITDA to be about
$75 million.  However, in light of the increasing steel capacity
utilization rates, S&P now expects the company's 2009 EBITDA to be
about $85 million.

The rating and outlook incorporate S&P's expectation that Tube
City's EBITDA will decline by about 20% in 2009 and total adjusted
debt to EBITDA could weaken to about 5x, a level that S&P would
consider to be in-line with the rating.  In S&P's view, steel
capacity utilization rates, which have been improving and are
currently about 65% (up from below 50% earlier in the year),
should modestly improve during the next several quarters.  Given
this improvement, S&P expects that Tube City's 2010 EBITDA will
exceed $90 million.  As a result, S&P expects the company's total
adjusted debt to EBITDA to be approximately 4.5x during this
period, a level S&P would consider to continue to be in-line with
the 'B+' rating given the company's weak business risk profile.
In addition, S&P expects an improvement in cash flows over the
next several quarters that should allow the company's financial
profile to remain in line with the ratings.  Tube City's liquidity
is sufficient to meet its near-term debt-amortization schedule and
capital-spending needs.

The ratings on Tube City, a provider of on-site services to the
North American steel industry, reflect the company's weak business
risk profile because of its limited diversity, exposure to the
cyclical steel industry, and customer concentration.  The ratings
also reflect the company's relatively stable revenues and cash
flow provided through long-term contracts and good margins,
despite currently challenging steel industry conditions.

Tube City provides the steel industry with on-site services --
such as material handling systems, metal recovery, scrap
management, sourcing and optimization, slag processing and
marketing, surface conditioning, logistics management, and other
specialty services.  As a result, its revenues are highly
correlated to steel production.  Still, most of Tube City's
business (more than 95%) is under long-term contracts, with an
average tenure of six years.  In addition, the company benefits
from its ability to provide essential services at lower costs than
the steel companies it services.  However, the company's revenues
from its top customers are highly concentrated.  With about 60% of
revenues coming from the top 10 customers and more than 20% coming
from its largest customer, the company is vulnerable to production
cutbacks, mill closures, and customer bankruptcies.

The stable outlook reflects S&P's belief that Tube City's overall
financial profile and liquidity position will remain in-line with
the 'B+' rating over the next few years.  Specifically, as a
result of the ongoing production increases in the global steel
market, S&P expects that the company will maintain positive cash-
flow generation, adequate revolver availability, EBITDA coverage
of cash interest in the 3x area, and a lack of meaningful debt
maturities.

The rating and outlook incorporate S&P's expectation for a
continued increase in steel capacity utilization rates.  In
addition, S&P expects total adjusted debt to EBITDA to improve and
be maintained under 5x in 2010.  A negative rating action could
occur if steel industry conditions do not continue to improve
gradually as expected, resulting in Tube City's financial profile
deteriorating from current levels, with adjusted debt to EBITDA
being above 5x for an extended period.  A positive rating action
could occur if industry conditions improve sufficiently to allow
the company to reduce and maintain leverage below 4x.


UNIFI INC: Moody's Changes Outlook to Stable; Keeps 'Caa1' Rating
-----------------------------------------------------------------
Moody's Investors Service revised Unifi, Inc.'s ratings outlook to
stable from negative.  At the same time, Moody's affirmed the
company's Caa1 Corporate Family and Probability of Default
Ratings, and the Caa2 rating on its senior secured notes due 2014.

The outlook change to stable reflects the notable improvement in
Unifi's operating performance and liquidity, and Moody's
expectation that performance will continue to improve in light of
a slow global economic recovery.

Despite a 15% decline in revenue in the first quarter ended
September 27, 2009, the company reported a 560 basis point
improvement in gross margin due its recent focus on cutting costs
and capacity realignment, as well as reduced raw material costs
and market share gains in certain product categories in the U.S.
and Brazil.  While customer inventory de-stocking appears to be
subsiding, Moody's expects market conditions to remain weak
through the first half of calendar 2010.  However, Moody's also
believes that recent cost-cutting initiatives, operational
improvements and expectation for positive free cash flow should
enable Unifi to maintain fairly stable, if not improved, financial
metrics as volumes begin to recover.

Unifi's Caa1 CFR reflects the company's weak credit metrics,
particularly its low profitability and interest coverage metrics,
stemming from weak operating performance and revenue over the past
several years.  Unifi's rating benefits from its leading position
in the North American multi-filament polyester and nylon fiber
markets, and its customer and end market diversity.  The company's
adequate liquidity adds further support to the rating and outlook.

Ratings affirmed:

  -- Corporate Family Rating at Caa1;
  -- Probability of Default Rating at Caa1;
  -- Senior Secured Notes due 2014 at Caa2 (LGD 4, 68%)

The ratings outlook is stable.

The last rating action on Unifi occurred on December 12, 2007,
when Moody's downgraded the company's corporate family rating to
Caa1 and changed the outlook to negative from stable.

Unifi, Inc., based in Greensboro, North Carolina, is a diversified
producer and processor of multi-filament polyester and nylon
textured yarns and related raw materials.  Key Unifi brands
include, but are not limited to: Repreve(R), aio(R), Sorbtek(R),
A.M.Y.(R), Mynx(R) UV, and Reflexx(R).  Unifi's yarns and brands
are readily found in apparel, hosiery, automotive upholstery, home
furnishings as well as industrial, military, medical applications.
Unifi had revenue of $528 million for the twelve months ended
September 27, 2009.


UNITED SITE: Moody's Cuts Probability of Default Rating to 'Ca/LD'
------------------------------------------------------------------
Moody's Investors Service lowered United Site Services, Inc.'s
probability-of-default rating to Ca/LD from Caa3.  This action
follows the company's recent announcement that it plans to
restructure its debt obligations as well as its decision not to
make the interest payment on the mezzanine loan (unrated) within
the grace period.  Moody's also downgraded the rating on the
second lien term loan to C from Caa3, reflecting the likely losses
incurred by lenders as a result of the planned restructuring.  As
part of this action, Moody's also affirmed the Caa3 corporate
family rating and the B2 rating on the first lien revolving credit
facility.

On November 16, 2009, USS announced its plan to convert the entire
$265 million second lien term loan (rated Caa3) and mezzanine debt
into equity.  The $100 million first lien revolving credit
facility (rated B2) would remain in place.  The transaction is
expected to close by year-end.

Moody's will evaluate the post-restructuring corporate family
rating and first lien revolving credit facility rating.  To the
extent the restructuring is completed based on the terms
described, it is likely the corporate family rating will be
upgraded.  Additionally, the post-restructuring rating of the
first lien revolving credit facility will not only be influenced
by the corporate family rating, but also by the reduction in
junior debt (given the planned elimination of the second lien term
loan and mezzanine notes), as per Moody's Loss Given Default
Methodology.

These summarizes the rating action:

Ratings lowered:

  -- Probability-of-Default Rating to Ca/LD from Caa3;

  -- $265 million senior secured second lien term loan due 2013 to
     C (LGD5, 77%) from Caa3 (LGD3, 46%).

Ratings affirmed:

  -- Corporate Family Rating at Caa3;

  -- $100 million senior secured first lien revolving credit
     facility due 2012 at B2 (LGD1, 6%).

The last rating action was on September 30, 2009, when Moody's
downgraded the corporate family and probability-of-default ratings
of USS to Caa3 from Caa1.  Moody's also downgraded the rating on
the first lien revolving credit facility to B2 from B1 and the
rating on the second lien term loan to Caa3 from Caa1.

United Site Services, Inc., headquartered in Westborough, MA,
rents and services a comprehensive line of portable restrooms,
temporary fencing, temporary electric equipment and storage
containers to a broad range of customers including construction
contractors, special events planners, private individuals,
commercial establishments and governmental agencies.  The company
is privately held.


US CONCRETE: Moody's Junks Corporate Family Rating From 'B2'
------------------------------------------------------------
Moody's Investors Service downgraded U.S. Concrete's corporate
family rating and probability of default rating to Caa1 from B2,
its senior subordinated notes to Caa2 from B3, its speculative
grade liquidity rating to SGL-4 from SGL-2, and changed the rating
outlook to negative from stable.

The downgrades reflect continued volume deterioration of ready-
mixed concrete and precast concrete, resulting from weak
construction activity across all market segments, particularly the
company's largest segment, non-residential construction.  Moody's
believes that non-residential construction will decline in 2010
and ready-mixed concrete prices will weaken.  As a result, the
company's profitability is expected to continue to suffer and its
debt-to-EBITDA leverage to remain elevated over the next year.
The downgrades also reflect weakened liquidity and the potential
for credit agreement covenant violations in 2010.

The downgrade of the speculative grade liquidity rating to SGL-4
reflects U.S. Concrete's weakened liquidity position, including
weaker cash flow generation, heavier reliance on the revolving
credit facility and increasing risk of covenant violations in 2010
as a result of reduced borrowing base capacity under the facility.
Additionally, U.S. Concrete's liquidity may be weakened by cash
contributions to the company's Superior Materials joint venture,
which also faces potential covenant violations and credit facility
refinancing needs.

The negative outlook reflects the risk of potential delays in
stimulus-related infrastructure spending or a delay in the
recovery of residential construction, which would negatively
affect the company's credit metrics, liquidity position, credit
agreement covenant compliance, and credit facility refinancing
risk.

The Caa1 corporate family rating reflects the high cyclicality of
the company's business and end markets, high financial leverage
and low profitability, heavy reliance on a single product, lack of
vertical integration, high fixed cost structure, and current
pricing pressures.  The rating is supported by the company's
geographic diversification and strong presence in markets with
favorable long-term growth prospects, such as Texas (Dallas / Fort
Worth and West Texas) and Northern California, which together
contributed over 69% of total revenues in 2008.  The rating is
also supported by the company's exposure (19% of revenues) to the
public infrastructure and street and highway construction market,
which is expected to benefit from federal stimulus funding.

Moody's last rating action occurred on May 15, 2008 when U.S.
Concrete's corporate family rating was downgraded to B2 from B1,
and rating for senior subordinated notes to B3 from B2.

U.S. Concrete, headquartered in Houston, Texas, is a producer of
ready-mixed concrete, precast concrete and concrete-related
products, and ranks among the top ten ready-mixed concrete
producers in the U.S. The company serves construction markets in
West Texas, Dallas / Fort Worth, Northern California, the Atlantic
region, and Michigan, with a primary focus on Texas and California
markets.  In 2008, U.S. Concrete generated approximately
$754 million in revenues and shipped approximately 6.5 million
cubic yards of ready-mixed concrete.


UTGR INC: Settlement With Greyhound Owners Approved
---------------------------------------------------
UTGR Inc. received court approval of a settlement agreement with
the Rhode Island Greyhound Owners Association Inc., Bloomberg's
Bill Rochelle reported.

UTGR Inc. said the settlement is "the most significant operational
restructuring to be achieved."  UTGR's racetrack-casino was losing
$9 million a year under the parties' existing contract.

The settlement calls for paying the association $2 million up
front and another $3 million in installments over one year
following confirmation of a Chapter 11 plan.  In exchange, the
association will allow the termination of the pact, which it says
would have entitled it to damages of $99 million.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  Donlin Recano serves
as claims and notice agent.  In its bankruptcy petition, the
Company estimated assets of less than $500 million and debt
exceeding $500 million.


VISTEON CORP: Files Rule 2015.3 Report on Non-Debtor Units
----------------------------------------------------------
Visteon Corp. delivered to the Court on November 4, 2009, a report
on the value, operations and profitability of non-debtor
entities, that are not publicly traded corporations, in which one
or more of the Debtors hold a substantial or controlling
interest.

The Debtors disclose that as of June 30, 2009, they hold 100%
interest in more than 30 entities, which include Visteon Canada
Inc., Visteon Holdings France SAS and Visteon Holdings GmbH.
Among others, the Debtors also hold a 70% interest in Atlantic
Automotive Components LLC, a 56% interest in Climate Systems
India Limited, and a 51% interest in Visteon Interiors Korea Ltd.

A full-text copy of the Rule 2015.3 Report is available for free
at http://bankrupt.com/misc/Visteon_Rule2015.3ReportNov.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 for Accommodation Pact With Chrysler
-----------------------------------------------------------
Visteon Corp. and its affiliates obtained the Court's authority to
enter into a customer accommodation agreement with Chrysler Group
LLC, providing for the re-sourcing and transition of certain
Chrysler lines of business; the sale of inventory, equipment, and
tooling related to those lines of business, accommodations for
retained business; and other related benefits, as well as a
related access and security agreement.

Before the Petition Date, pursuant to various purchase orders
issued by Chrysler and accepted by Visteon, Chrysler has ordered
from Visteon certain component parts, service parts and assembled
goods.

The Debtors tell the Court that they executed the Accommodation
Agreement in order to address their liquidity needs, exit lines
of business that no longer fit into their strategic business
plan, and maintain a business relationship with Chrysler with
respect to other significant lines of business.

The parties' Accommodation Agreement obligates Chrysler to
provide:

-- surcharge payments to the Debtors above the purchase order
    price for Chrysler component parts produced by Visteon for
    $13,000,000;

-- a cash payment to the Debtors for $5,237,400 for the
    purchase of certain tooling used at Visteon's Saltillo,
    Mexico facility to manufacture Chrysler component parts;

-- a cash payment for the purchase of certain designated
    equipment and tooling exclusively used to manufacture
    Chrysler component parts at Visteon's Highland Park,
    Michigan and Saltillo, Mexico facilities;

-- payment at 100% of Visteon's actual and documented costs for
    raw materials and 100% of the purchase order price for
    finished goods specifically to re-sourced Chrysler component
    part production;

-- awards of new business to the Debtors, the transition of
    certain lines of business to non-debtor affiliates of the
    Debtors, and accommodations on retained lines of business;

-- reimbursement to the Debtors of costs associated with the
    wind-down of certain lines of Chrysler component part
    production, including fixed overhead costs and certain
    employee-related costs;

-- limitations on its liability to set off against accounts
    payable owing to Visteon;

-- $13,077,265 to the Debtors for a cure payment in connection
    with the assumption and assignment to Chrysler of its
    purchase orders with Visteon in the Old Carco LLC Chapter 11
    case;

-- payment to the Debtors in respect of accounts payable
    arising from shipments of component parts by Visteon on
    accelerated net 15-day payment terms until the termination
    of the agreement; and

-- a release of certain commercial claims against Visteon,
    including those claims that may arise from the payments or
    other accommodations set forth in the Accommodation
    Agreement.

In exchange for these benefits, Visteon will continue to produce
and deliver component parts to Chrysler during the term of the
Accommodation Agreement, as well as provide assistance to
Chrysler in re-sourcing certain lines of production that are no
longer part of Visteon's business plan to other suppliers.  As
part of the re-sourcing assistance, Visteon will provide Chrysler
with certain intellectual property licenses and sublicenses
related to the re-sourced Chrysler production lines.  Visteon has
also agreed to build an inventory bank for Chrysler, provided
that Chrysler will pay for those parts in accordance with agreed
payment terms and will cover Visteon's incremental costs incurred
in the production of those parts to the extent that costs exceed
purchase order prices.  Visteon will also grant Chrysler an
option to purchase certain machinery and equipment used
exclusively to manufacture Chrysler component parts.

The Debtors assert that if Chrysler does not obtain component
parts from them during the term of the Accommodation Agreement,
it could run out of inventory, negatively affecting production
lines that utilize Visteon parts.  Thus, the Debtors aver, the
Accommodation Agreement prevents potential disruption to
Chrysler's operations by providing continuity of supply through
the Termination Date.

A full-text copy of the Visteon-Chrysler Accommodation Agreement
is available for free at:

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

Creditor Reko Tooling & Mould, (1987) Inc., withdrew its
objection to the motion of the Debtors to enter into an
Accommodation Agreement with Chrysler, LLC.  No reason was stated
for the withdrawal.

Subsequently, the Debtors certified to the Court that no
objection is currently pending as to their Chrysler-related
Motion.

Subsequently, Judge Sontchi granted the Debtors' request on
November 12, 2009.  The Court also authorized the Debtors to file
the Accommodation Agreement under seal.

                        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 for Chartis Insurance Program
----------------------------------------------------
Visteon Corp. and its units obtained approval from Bankruptcy
Judge Christopher Sontchi to enter into an insurance program with
Chartis, Inc., to provide them with workers' compensation
liability insurance, automobile liability insurance, and
commercial general liability insurance.

As part of operating their businesses, the Debtors maintain
certain insurance policies and programs.  Before the Petition
Date, the Debtors purchased an insurance program from Liberty
Mutual Insurance Company to provide insurance coverage for
workers' compensation liability, automobile liability, and
commercial liability pursuant to various insurance policies and
related documentation.  The Liberty Mutual Insurance Program
expired on October 15, 2009.

The Debtors, through their insurance broker AON Risk Services
Central, inc., thus contacted insurance companies to replace the
Liberty Mutual Program, effective October 15, 2009, for one year.
Due to the commencement of their Chapter 11 cases and the
misperception by certain insurance companies of their financial
situation, the Debtors note that many insurance companies were
unwilling to offer administrative services and insurance coverage
to them.  In fact, the Debtors note, even though AON approached
numerous insurers, the insurance broker was only able to obtain
proposals from a limited number of service providers.

Subsequently, the Debtors determined that the Chartis proposal is
the best bet they have on the table.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, tells the Court that Chartis' willingness
to enter into the Insurance Program is conditioned on the
Debtors' agreement (i) to deposit $593,000 into a pooled cash
account maintained by Chartis, and (ii) to provide an escrow
funded with $7,000 as security for all of the Debtors'
obligations to Chartis that arise between the Petition Date and
the expiration of the Insurance Program and any renewal.

Chartis agree to provide credit to the Debtors for interest
accrued for the quarter on the daily cash balances held in the
cash account, calculated at a rate equal to the three-month
United States Constant Maturity yield as of the date of deposit.
The Debtors must also pay a premium for $577,073 in order to
maintain insurance coverage under the Insurance Program.

Out of abundance of caution, Chartis is requiring that the
Debtors obtain an order of the Court authorizing their entry into
the Insurance Program on or before November 30, 2009.  As part of
that condition, Chartis is requesting the Debtors to obtain entry
of that order containing these provisions:

  (a) The Debtors are authorized and agree to execute all
      documentation reasonably necessary to enter into the Chartis
      Insurance Program.

  (b) The Debtors are authorized to enter into further renewals
      of the Chartis Insurance Program without further order of
      the Court and the order approving the Motion will govern
      those renewals.

  (c) The Debtors are authorized and directed to pay their
      obligation under the Chartis Insurance Program, including
      premium and losses, in the ordinary course of business in
      accordance with the relevant terms of the Insurance Program,
      without further order of the Court.

  (d) In the event of default by the Debtors under the Insurance
      Program, Chartis may exercise all contractual rights in
      accordance with the terms of the Insurance Program as may
      be modified by the order approving the Motion solely with
      respect to obligations of the Debtors' estates which arise
      from and after May 28, 2009, without further order of the
      Court, including without limitation, its right to:

        (i) cancel the Insurance Program;

       (ii) foreclose on the Collateral provided under the
            Insurance Program, in part or in full, in which it
            has a security interest; and

      (iii) receive and apply the unearned or returned payments
            under the Insurance Program to the Debtors'
            outstanding obligations to Chartis.

  (e) The reimbursement obligations and any other obligations
      under the Insurance Program arising on or after the
      Petition Date will be deemed administrative expenses under
      Section 503(b) of the Bankruptcy Code.

  (f) The Collateral given to Chartis on account of the
      Insurance Program and all prior payments to Chartis under
      the Insurance Program are approved; and Chartis is
      authorized to retain and use that Collateral, or any
      additional or replacement collateral or security that may
      be provided to Chartis, in accordance with the terms of
      the Insurance Program solely with respect to obligations
      of the Debtors' estates which arise from and after May 28,
      2009 until the expiration of the Insurance Program.

  (g) Chartis may adjust, settle and pay insured claims,
      utilized funds provided for that purpose, and otherwise
      carry out the terms and conditions of the Insurance
      Program without further Court order.

  (h) The Insurance Program may not be altered by any plan of
      reorganization filed in the Debtors' Chapter 11 cases,
      without the written consent of Chartis, and will survive
      any plan of reorganization filed by the Debtors.

  (i) The Debtors' rights against all Collateral held by Chartis
      on account of the Insurance Program, in whatever form,
      will be governed by the terms of the Insurance Program and
      the related security documentation, and the Debtors will
      not take any action against Chartis on account of the
      Insurance Program in the Bankruptcy Court that is
      inconsistent with the terms of that documentation,
      including, without limitation, actions for turnover or
      estimation.

                        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)


WARNER MUSIC: Board May Hold Meetings by Remote Communication
-------------------------------------------------------------
The board of directors of Warner Music Group Corp. approved on
November 12, 2009, amendments to, and restated, the Company's
Amended and Restated Bylaws, effective as of the same date.

The Bylaws have been amended to permit (1) the board of directors
of the Company to determine that annual or special meetings of the
Company's stockholders will be held solely by means of remote
communication and (2) stockholders and proxyholders not physically
present at a meeting of stockholders to participate and vote in
the meeting by means of remote communication, subject to
authorization by the Board and any guidelines and procedures the
Board may adopt.  The Bylaws have also been amended to eliminate
the requirement that annual meetings of each newly elected Board
be held immediately after, and at the same place as, the annual
meeting of stockholders.

                     About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) became the only stand-alone
music company to be publicly traded in the United States in May
2005.  Warner Music Group is home to a collection of the best-
known record labels in the music industry including Asylum,
Atlantic, Bad Boy, Cordless, East West, Elektra, Nonesuch,
Reprise, Rhino, Roadrunner, Rykodisc, Sire, Warner Bros. and Word.
Warner Music International, a leading company in national and
international repertoire, operates through numerous international
affiliates and licensees in more than 50 countries.  Warner Music
Group also includes Warner/Chappell Music, one of the world's
leading music publishers, with a catalog of more than one million
copyrights worldwide.

As of June 30, 2009, Warner had $3.98 billion in total assets and
$4.13 billion in total liabilities, resulting in $142 million
shareholders' deficit.  The company reported a cash balance of
$345 million as of June 30, 2009.  On May 28, 2009, the company
completed a $1.1 billion senior secured bond offering, the
proceeds from which, along with $335 million of existing cash,
were used to retire the company's senior secured credit facility,
which had a maturity date of February 28, 2011.  The June 30, 2009
cash balance reflects the impact of this refinancing, which has
increased the company's financial flexibility by, among other
things, pushing out the company's earliest debt maturities from
2011 to 2014 and eliminating financial maintenance tests from its
debt covenants.  As of June 30, 2009, the company reported total
long-term debt of $1.94 billion and net debt (total long-term debt
minus cash) of $1.59 billion.

                           *     *     *

Warner Music Group carries Fitch Ratings' 'BB-' Issuer Default
Ratings; Standard & Poor's Rating Services' 'BB-' corporate credit
rating; and Moody's Investors Service's 'Ba3' Corporate Family
rating, and 'Ba2' Probability of Default rating.


WELLS FARGO: Moody's Upgrades Preferred Stock Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service upgraded its unsupported bank financial
strength rating on Wells Fargo & Company's bank subsidiaries to C
from C- (for a baseline credit assessment of A3, up from Baa2).
The upgrade reflects continued improvement in the bank's capital
position, driven by stronger-than-expected earnings year-to-date
and the effects of a capital raise earlier this year.

At the same time, Moody's upgraded the bank's non-cumulative
preferred stock rating to Ba1 from Ba3, while downgrading its
junior subordinated debt to Baa2 from A3.

These changes follow the rating agency's new methodology in effect
on November 17th 2009 for rating such instruments.  The result of
this change for ratings on both types of securities would be
negative, as it eliminates the assumption that such instruments
would benefit from government support, should such support be
needed.  However, in the case of Wells Fargo, the bank's preferred
stock had previously been rated with an assumption of a higher
likelihood of preferred dividend suspension.  The bank's
strengthened capital position noticeably reduces such a risk,
justifying a move to the new methodology and, allowing the
preferred stock to be rated by notching off of the now-higher BCA.

The bank's deposit rating remains unchanged at Aa2 and the holding
company's senior debt, senior subordinated debt, and short-term
ratings remain unchanged at A1, A2, and Prime-1, respectively.
These ratings already benefit from sizable lift above the level of
the bank's stand-alone financial strength, incorporating Moody's
assumption that there is a very high probability of systemic
support for Wells Fargo, should such support be needed and that
its valuable franchise will remain intact post the current credit
crisis.

These actions had no impact on the FDIC-guaranteed debt issued by
Wells Fargo, which remains at Aaa with a stable outlook.

The rating outlook on the BFSR and hybrid securities is positive,
while the rating outlook on all other ratings is stable.

Sustained Higher Capital Ratios Drive BFSR Upgrade

The upgrade of Wells Fargo's BFSR to C from C- was in response to
continued improvement in the company's capital position, after it
leveraged itself noticeably when making the Wachovia acquisition.

Moody's had previously raised the BFSR to C- from D+ in May and
placed a "developing" outlook on the rating to reflect its
sensitivity to Wells Fargo's capital trends.

An $8.6 billion equity issuance earlier this year has helped drive
the capital improvement, as has $5.7 billion of internal capital
generation in the first nine months of 2009 from stronger-than-
expected earnings and comparatively modest dividend payments.
Regulatory capital also benefited from a $6 billion deferred tax
asset realization.  The larger capital base resulted in Wells
Fargo reporting a Tier 1 ratio of 10.6% and a Tier 1 Common Equity
ratio of 5.2% as of September 30, 2009.  Its Moody's Equity ratio,
which gives some credit to hybrid securities, was approximately
7.1%.  These ratios are much higher than the December 31, 2008
ratios of 7.8%, 3.1%, and 4.5%, respectively.

"The increased capital is an important credit issue because it
provides a cushion against the large credit costs that Moody's
think Wells Fargo will have to absorb over the coming quarters,"
said Moody's Senior Vice President Sean Jones.  "Residential
mortgages and commercial real estate exposures make up nearly 60%
of Wells Fargo's loans, and Moody's expect losses in these sectors
to grow well into 2010."

The upgrade of Wells Fargo's BFSR assumes that it will continue to
report strong capital ratios even given such losses.  However,
under a more severe economic scenario, Wells Fargo could suffer
significantly higher credit losses and greater capital depletion.
While Moody's views this scenario as unlikely, the BFSR upgrade
was limited to a rise to C from C- in order to reflect the risks
associated with a more severe economic forecast.

"When evaluating Wells Fargo's ability to absorb losses, Moody's
incorporates additional mitigating factors beyond Wells Fargo's
current capital position," Mr. Jones observed.

These additional factors include: 1) the $40.1 billion purchase
accounting mark it took against Wachovia's loans, which it
acquired at year-end 2008, 2) a sizable proportion of Wells
Fargo's loan loss reserve, which stood at $24 billion at
September 30, 2009, 3) an ability to tax-effect forecasted losses,
and 4) an assumption of quite high core earnings, which are
reduced by Wells Fargo's payments of preferred and common
dividends and accretion of the TARP discount that average about
$838 million per quarter.

The positive rating outlook on the BFSR reflects that if the
nascent economic recovery takes hold, it would minimize the risk
of Wells Fargo incurring an appreciable spike in credit costs and
thus solidify its improved capital position.

The positive outlook also incorporates an assumption that if Wells
Fargo were to pay back its $25 billion of TARP to the U.S.
government, it would be done in such a manner as to have a limited
negative impact on Wells Fargo's Tier 1 capital ratio and no
material impact on its Tier 1 Common and Moody's Equity ratios.

Higher BFSR, New Methodology Drive Hybrid Ratings

Moody's ratings on Wells Fargo's junior subordinated and preferred
stock incorporate the upgrade to the company's BFSR/BCA, as well
as the rating agency's revised methodology for rating hybrid
capital securities.

The revised methodology removes any ratings benefit due to
systemic support for such instruments -- effectively making the
baseline credit assessment the "anchor" rating for notching these
instruments.

Moody's last rating action on Wells Fargo was on May 14, 2009,
when its BFSR was raised to C- from D+, and its preferred ratings
were raised to Ba3 from B2.

Wells Fargo & Company is headquartered in San Francisco, and its
reported assets were $1.2 trillion as of September 30, 2009.


WHITEHALL JEWELERS: Court OKs Ch. 11 Plan Filing Until December 23
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in its
fifth order, extended Whitehall Jewelers Holdings, Inc., et al.'s
exclusive periods to file a Chapter 11 Plan and to solicit
acceptances of the plan until Dec. 23, 2009, and Feb. 23, 2010.

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the
Committee.


WOLVERINE TUBE: Reports $7,202,000 Net Loss for October 4 Quarter
-----------------------------------------------------------------
Wolverine Tube, Inc., reported a net loss of $7,202,000 for the
three months ended October 4, 2009, from a net loss of $23,908,000
for the period ended September 28, 2008.  The Company posted a net
loss of $25,520,000 for the nine months ended October 4, 2009,
from a net loss of $31,575,000 for the nine months ended
September 28, 2008.

Net loss applicable to common shares was $10,699,000 for the three
months ended October 4, 2009, from net loss applicable to common
shares of $27,114,000 for the period ended September 28, 2008.
Net loss applicable to common shares was $35,812,000 for the three
months ended October 4, 2009, from net loss applicable to common
shares of $40,108,000 for the period ended September 28, 2008.

Net sales were $117,962,000 for the three months ended October 4,
2009, from $231,048,000 for the period ended September 28, 2008.
Net sales were $341,144,000 for the three months ended October 4,
2009, from $678,018,000 for the period ended September 28, 2008.

At October 4, 2009, the Company had total assets of $192,632,000
against total liabilities of $240,277,000; Series A Convertible
Preferred Stock of $17,674,000; Series B Convertible Preferred
Stock of $9,700,000; and total accumulated deficit of $75,019,000.

The Company believes that its available cash and cash anticipated
to be generated through operations is expected to be adequate to
fund the Company's liquidity requirements, although there can be
no assurances that the Company will be able to generate such cash.
Additionally, the Company does not currently have in effect a
revolving credit agreement or other capital commitments to
supplement its existing cash and anticipated cash resources, if
necessary, to meet its liquidity requirements materially in excess
of the Company's current expectations.  The uncertainty about the
Company's ability to achieve its projected results, the absence of
such credit or capital commitments and the uncertainty about the
future price of copper, which has a substantial impact on working
capital, raises substantial doubt about the Company's ability to
continue as a going concern.  The Company expects to continue to
actively manage and optimize its cash balances and liquidity,
working capital, operating expenses and product profitability,
although there can be no assurances the Company will be able to do
so.

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?49cd

Wolverine Tube, Inc. is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.  The Company currently operates seven facilities
in the United States, Mexico, China, and Portugal.  It also has
distribution operations in the Netherlands and the United States.


W.R. GRACE: Stipulation Settling Allianz's Insurance Coverage
-------------------------------------------------------------
The Allianz Underwriters Insurance Company, Allianz SE, formerly
known as Allianz Aktiengesellschaft, Allianz S.p.A., formerly
known as Riunione Adratica di Sicura S.p.A., and Fireman's Fund
Insurance Company -- the Allianz Companies -- issued certain
policies of excess liability insurance that provide, or are
alleged to provide, insurance coverage to the Debtors, with the
lowest attachment point of any of the Subject Policies capped at
$20 million.

W.R. Grace & Co. has incurred and may incur in the future certain
liabilities, expenses and losses arising out of asbestos-related
claims, for which Grace seeks coverage under the Subject Policies.
However, disputes have arisen between Grace and the Allan
Companies regarding their rights and obligations under the Subject
Policies with respect to coverage for asbestos-related claims.

Before the Petition Date, Grace and Fireman's Fund entered two
settlement agreements dated September 21, 1995, and December 26,
1996, resolving coverage disputes between the parties regarding
asbestos-related claims under some, but not all, of the Subject
Policies.

Before the Petition Date, Fireman's Fund issued a supersedeas bond
in the amount of $43,038,931 related to Grace's appeal of a
judgment against Grace in the action styled Aaron Clifon Edwards,
et al. v. Pittsburgh Corning Corp., et al., in the 60th Judicial
District Court of Jefferson County in Texas.  In connection with
the issuance of the Edwards Bond, Grace and Fireman's Fund also
entered into a Specialty Surety Indemnity Agreement on July 5,
2000, under which Grace agreed to indemnify Fireman's Fund in
connection with the issuance of the Edwards Bond.

Subsequently, the Debtors and the Allianz Companies entered into
an agreement that confers these principal benefits upon the
Debtors' estate, among others:

  (a) The payment by the Allianz Companies to the Asbestos
      Personal Injury Trust of the sum of $36,500,000 upon the
      Trigger Date as set forth in the Agreement, without the
      need for litigation to enforce the contested assignment by
      Grace to the Trust of rights under the Subject Policies.

  (b) A compromise of the coverage issues and defenses that the
      Allianz Companies might have with respect to coverage for
      any individual Asbestos PI Claim.

  (c) The Allianz Companies' withdrawal of all objections to
      confirmation of the First Amended Plan of Reorganization.

  (d) The release by the Allianz Companies of Grace from any
      obligations under the Edwards Indemnity Agreement.

The Agreement includes a complete, mutual release of all claims
under the Subject Policies and is structured as a sale of property
pursuant to Section 363 of the Bankruptcy Code.

If the Plan is confirmed, the Trust, at its own expense, will seek
to establish that any Asbestos PI Claims subject to the Asbestos
PI Channeling Injunction that are asserted against the Allianz
Parties under the Subject Insurance Policies are enjoined as to
the Allianz Parties and channeled to the Trust.  In this regard,
the Trust's obligation ceases after it has spent a sum equivalent
to the Settlement Amount.

The parties ask the Court to approve their stipulation.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Stipulation Settling Dispute With Edwards Plaintiffs
----------------------------------------------------------------
In 1995, Aaron C. Edwards, James T. Beam, Edward E. Storey, John
M. Thomas, and Sheila Martin, individually and as administratrix
of the estate of Jessie J. Williamson, deceased, and as
representative of wrongful death beneficiaries, filed an asbestos-
related personal injuries lawsuit against Pittsburg Corning Corp.,
W.R. Grace & Co., and other defendants in the 60th Judicial
District of Jefferson County in Texas.

In July 2000, Grace filed in the Trial Court Case a Supersedeas
Bond with Fireman's Fund Insurance Company as its surety, in the
amount of $43,038,931.

The Debtors' First Amended Plan of Reorganization contemplates
that Asbestos Personal Injury Claims will be enjoined and
channeled to the Asbestos PI Trust, which will process and resolve
Asbestos PI Claims pursuant to the Asbestos PI Trust Distribution
Procedures.

To avoid protracted litigation, the Debtors and the Edwards
Plaintiffs ask the U.S. Bankruptcy Court for the District of
Delaware to approve a settlement agreement, which provides that,
as of the Plan Effective Date, the Judgment on the Edwards Action
will be allowed by the Bankruptcy Court.  The settlement also
provides for the Edwards Plaintiffs' claims against the Asbestos
PI Trust in these amounts, which will be considered liquidated as
of the Petition Date and treated as Prepetition Liquidated Claims
under the TDP:

  Plaintiff                Liquidated Claim Amount
  ---------                -----------------------
  Aaron C. Edwards                $3,425,022
  James T. Beam                   $2,296,281
  Edward E. Storey                $2,296,281
  John T. Thomas                  $2,192,309
  Sheila Marin                    $2,790,105

The Plaintiffs agree to release all of their rights, title, and
interest in and under the Supersedeas Bond, and all causes of
action against FFIC in its capacity as surety, with respect to the
Supersedeas Bond.

The Parties will discharge and release the Supersedeas Bond, and
to either (x) return the Supersedeas Bond to counsel for FFIC, or
(y) to obtain an order from the Trial Court, as provided in the
Settlement Agreement.

Grace agrees to release and discharge the Plaintiffs of and from
any and all causes of action relating to or arising out of claims
made in the Trial Court Case or the Chapter 11 cases.  Likewise,
the Plaintiffs will discharge Grace, the Debtors, the Reorganized
Debtors, the Asbestos PI Committee, the Asbestos PI FCR, and the
Asbestos PI Trust, of and from any and all causes of action.

The Plaintiffs, however, do not in any way release or discharge
the judgment or liability of Pittsburgh Coming Corporation.

To the extent that Grace fails to perform any of its obligations
under the Settlement Agreement, after the Effective Date, the
Asbestos PI Trust will perform Grace's obligations on Grace's
behalf. The Parties agree that the Asbestos PI Trust and FFIC are
third-party beneficiaries of the Settlement Agreement.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Stipulation Settling Zurich's Insurance Disputes
------------------------------------------------------------
W.R. Grace & Co., Inc., Zurich Insurance Company Ltd. and Zurich
International (Bermuda) Ltd., ask the Court to approve a
stipulation they entered into to confer benefits upon the Debtors'
estates, with respect to Zurich's issuance of certain policies of
excess liability insurance coverage it provides to W.R. Grace &
Co.

The attachment point of the lowest-level policy issued by Zurich
International (Bermuda) Ltd. is $25 million, while the lowest
attachment point of the other Subject Policies is $75 million.
Disputes have arisen between Grace and Zurich regarding their
rights and obligations under the Subject Policies.

Specifically, the Stipulation provides for Zurich's payment to the
Asbestos Personal Injury Trust of $18,500,000, without the need
for litigation to enforce the assignment by Grace to the Trust of
rights under the Subject Policies.

The Stipulation also provides for a compromise of defenses that
Zurich might have with respect to coverage for any individual
Asbestos PI Claim.  Zurich also agrees to withdraw of all
objections to confirmation of the Plan of Reorganization,
following approval.

Furthermore, the Stipulation includes a complete, mutual release
of all claims under the Subject Policies and is structured as a
sale of property pursuant to Section 363 of the Bankruptcy Code.

                      *     *     *

At the Debtors' behest, the Court will consider approval of the
Stipulation on December 14, 2009, so that Zurich's objection to
the Plan will be resolved, as provided in the Stipulation.
Objections, if any, must be filed on or before November 25.

                         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)


YRC WORLDWIDE: Aims $200 Million Cost Reduction by 2011
-------------------------------------------------------
William D. Zollars, Chairman and Chief Executive Officer of YRC
Worldwide Inc., on November 18, 2009, delivered a company
presentation at the Stephens Fall Investment Conference.

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

               http://ResearchArchives.com/t/s?49cc

The slide presentation discloses the Company's 2011 Cost Reduction
Goal of $200 million:

     -- Benefits beginning Q4 2009;

     -- Expect to be at $150 million annual run rate by end of
        2009; and

     -- Expect to be at the $200 million run rate by mid-2010,
        ahead of goal

In the slide presentation, the Company says its Comprehensive plan
milestones were accomplished -- despite critics saying it would
not happen.  The Company cited:

     -- Lenders agree to 'self-help'

     -- sale and sale leaseback real estate programs

     -- Banks give up their collateral to pension plans who agree
        to defer contributions;

     -- Union employees ratify labor contract changes, twice;
        receive ownership stake;

     -- Pension contributions ceased for 18 months with labor
        contract changes;

     -- Lenders agree to provide new liquidity and to defer
        payment of interest and fees, post note exchange

As reported in the Troubled Company Reporter on November 13, 2009,
YRC Worldwide has warned in a regulatory filing with the
Securities and Exchange Commission it would file petitions for
relief under Chapter 11 of the U.S. Bankruptcy Code if the
exchange offers are not consummated.

"[I]f we are unable to complete the exchange offers and address
our near term liquidity needs as a result of ongoing discussions
with our lenders, the Teamsters and multi-employer pension funds,
we would then expect to seek relief under the U.S. Bankruptcy
Code," YRC said.

YRC added it is considering various alternatives under the U.S.
Bankruptcy Code in consultation with the lenders under its Credit
Agreement, the Teamster and Teamster multi-employer pension funds
that provide benefits to its Teamster employees.

One alternative YRC is considering is a sale or sales, pursuant to
Section 363(b) of the U.S. Bankruptcy Code, of some, most or
substantially all of the Company's operating assets, including its
subsidiaries, to prospective buyers.  The holders of old notes may
receive less in the 363 Sale than in the exchange offers.

Another alternative YRC is considering is proposing a plan of
reorganization.

"If we seek bankruptcy relief, we expect that holders of old notes
would likely receive little or no consideration for their old
notes," YRC said.

YRC has commenced an exchange offer for all of these outstanding
series of notes:

     -- the company's 5.0% Net Share Settled Contingent
        Convertible Senior Notes and 5.0% Contingent Convertible
        Senior Notes due 2023,

     -- the company's 3.375% Net Share Settled Contingent
        Convertible Senior Notes and 3.375% Contingent Convertible
        Senior Notes due 2023, and

     -- the 8-1/2 % Guaranteed Notes due April 15, 2010 of the
        company's wholly owned subsidiary, YRC Regional
        Transportation, Inc.

with an aggregate face value of roughly $536.8 million, plus
accrued and unpaid interest.

The debt instruments will be exchanged for shares of the company's
common stock and new Class A Convertible Preferred Stock in such
amounts as are set forth in the company's Registration Statement
on Form S-4 filed with the Securities and Exchange Commission,
which together on an as-if converted basis would represent
roughly 95% of the company's issued and outstanding common
stock.  The exchange is intended to improve the company's capital
structure, decrease its cash interest expense, and enhance its
near-term liquidity.

YRC expects the exchange offers will result in significant
dilution to its current common shareholders, and will result in
pro forma ownership levels of roughly 5.25% and 94.75% for
existing shareholders and tendering holders, respectively,
assuming a 95% participation level in the exchange offers.

                       Going Concern Opinion

YRC said the uncertainty regarding the Company's ability to
generate sufficient cash flows and liquidity to fund operations
raises substantial doubt about its ability to continue as a going
concern.

YRC reported a net loss of $158.7 million for the three months
ended September 30, 2009, from a net loss of $720.8 million for
the same period a year ago.  The Company posted a net loss of
741.5 million for the nine months ended September 30, 2009, from a
net loss of $731.4 million for the same period a year ago.

As of September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred income
taxes, net of $131.4 million, pension and post retirement of
$384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.

                        About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.


* Fitch Expects Improvement on 2010 U.S. Commodity Food Outlook
---------------------------------------------------------------
In 2010, Fitch Ratings expects potential improvement in global
protein demand to drive industry profits and cash flow, given a
mixed outlook on costs.  Due to the absence of losses associated
with high cost corn hedges, protein producers should realize lower
average annual grain costs in 2010 even though the price of corn
could increase from current levels.  Meanwhile, higher live hog
and live cattle prices could pressure margins for pork and beef
processors; such as Tyson Foods and JBS S.A., but will help
profitability for the hog production industry which continues to
incur significant losses.

"Although frequently changing import policies by foreign countries
cause volatility in export activity, protein exports could
increase in 2010 as the global economy continues to improve," said
Carla Norfleet Taylor, Director at Fitch.  "We are also cautiously
optimistic regarding domestic foodservice demand due to Fitch's
belief that restaurant industry traffic can improve in the second
half of 2010.  If demand does not recover as anticipated,
maintaining ample liquidity and conservative financial strategies
should limit downside risk for the industry."

Liquidity improved significantly for Fitch's universe of high
yield commodity food companies in 2009.  On a combined basis,
Tyson, Smithfield Food, Inc., JBS, Dole Food Company, Inc., and
Del Monte Foods Co. raised $4.2 billion through new U.S. debt
issuances and/or equity offerings during the year.  Most of these
companies are currently generating positive free cash flow, have
good revolver availability and are holding above-average cash
balances.

Although excess supply caused hog producers, such as Smithfield,
to continue to lose money in 2009, the operating environment for
other segments of the commodity food industry was relatively
stable or improved throughout the year.  Better pricing and, to a
lesser extent, declining grain cost helped profitability for the
U.S. chicken industry, while lower live hog and cattle prices
protected margins for pork and beef processors.  Some pork
processors also benefited from increased demand for value-added
packaged pork as consumers dined more at home.  Meanwhile,
improved product pricing and reduced cost pressures benefited
operating income and cash flow for produce companies; such as Dole
and Del Monte.

In 2010, Fitch expects higher than normal liquidity and
conservative financial policies to support credit profiles, but
potential improvement in global demand, given a mixed outlook for
costs, could drive profits and cash flow.  Modest potential
improvement in the restaurant industry would increase foodservice
demand for the protein industry.  Exports, while volatile, are
expected to pick up due to a better outlook for the worldwide
economy.  Fitch expects protein producers to realize lower average
annual grain costs in 2010, due to the absence of losses
associated with high-cost corn hedges, despite the fact that corn
prices are anticipated to rise from current levels.  However,
anticipated increases in live hog and cattle prices will result in
higher input costs for non-vertically integrated pork and beef
processors such as Tyson.

Fitch believes the risk of chicken overproduction and continued
excess hog supply, which negatively impacts prices, will be a big
concern for the protein industry in 2010.  Pilgrim's Pride Corp.
(Pilgrim's) is set to emerge from bankruptcy by year end, and
expectations that the global economy will continue to recover
could encourage chicken producers to increase supply.  However,
the current prolonged period of losses in hog production, due to
weak prices and higher grain costs, should promote inventory
reductions by producers in the near term.  While the industry is
reducing sow herds, an increase in exports and liquidations is
also paramount.  Fitch expects losses in hog production to
moderate as excess industry supply declines and market prices for
live hogs increase.

The ratings and Outlooks for Fitch's universe of U.S. commodity
food companies are listed below.  Excluding Del Monte Foods, Inc.,
ratings reflect the volatile operating earnings and cash flow
stream of the business.  Each firm's ability to navigate through
an ever-challenging operating environment, characterized by feed
cost variability, potential industry overproduction, trade
restrictions and food-borne illnesses, will drive future ratings
and Outlooks.

  -- Tyson Foods, Inc. ('BB'; Outlook Stable);
  -- Smithfield Foods, Inc. ('B-'; Outlook Stable);
  -- JBS S.A. ('B+'; Watch Positive);
  -- Dole Food Co. Inc. ('B-'; Watch Positive);
  -- Del Monte Foods Co. ('BB'; Outlook Positive).

Global Demand and Industry Supply Will Drive Protein Profits -
Watching Foodservice Demand and Exports:

During 2009, the closure of several plants by Pilgrim's Pride and
reduced production by other chicken producers as the year
continued helped keep chicken supply in relative equilibrium with
demand.  Nonetheless, foodservice demand has become increasingly
weak due to growing pressure on quick-service restaurant traffic
as consumers dine more at home.  Fitch currently expects
foodservice demand to remain weak early in 2010 but believes
improvement could occur in the later half of the year.

Protein exports are projected to increase modestly in 2010 as the
global economy improves but activity could be volatile due to
frequently changing import policies by foreign countries.  Given
this and the current uncertainty regarding foodservice demand,
production discipline will be necessary in 2010.  Fitch monitors
chick placements and egg sets to assess production activity for
chicken producers and cold storage data for all proteins to
ascertain demand.  At Nov. 7, 2009, weekly U.S. chick placements
were down 1% and egg sets were down 2% versus the same period in
2008.  During the month of September cold storage levels for
chicken fell 2% but increased 3% for pork and was flat for beef.

Fitch anticipates trends in sales volume to vary across the
proteins depending on global demand.  Consolidated sales volume
for Tyson grew 1.7% for the nine months ended June 30, 2009, after
declining 1.0% during the same period in fiscal 2008, with trends
varying across chicken, beef and pork.  Sales volume for chicken
increased 8.2%, primarily due to inventory reductions, while
volumes for beef and pork declined 3.9% and 1.8%, respectively.

Fitch believes chicken has benefited from consumer substitution
away from higher priced beef and pork during the economic
downturn.  However, preference toward chicken could lessen, at
least temporarily, if supply reductions by hog producers result in
excess pork and lower prices of pork products at retail.
Declining retail prices for pork could put downward pressure on
selling prices for both chicken and beef if consumers gravitate
toward lower priced proteins.

Year-to-date through Nov. 9, 2009, Georgia Dock skinless boneless
breast meat chicken prices averaged $1.43 per pound and leg
quarter prices averaged 41 cents per pound.  Breast meat prices
are flat with the average price during the same period last year,
reflective of production discipline within the industry, and leg
quarter prices are down 15%, given slightly weaker foreign demand
during 2009.

In general, consumer prices for proteins are not expected to
increase significantly.  As of Oct. 23, 2009, the USA's consumer
price index, which measures consumer inflation, is forecasting
retail price increases of 1.0%-2.0% for poultry and beef in 2010
and 0.5%-1.5% increases for pork.  The CPI for beef and pork is
expected to be higher than the 2009 estimate of flat to negative
1%.  The CPI for poultry is expected to be lower than the 2.0-3.0%
forecast for 2009.  Average selling prices for Tyson declined 0.5%
and 5.0% in chicken and beef, respectively, but increased 0.9% for
pork during the nine-month period ending June 30, 2009.

As mentioned earlier, Fitch expects on-going volatility with
protein exports, despite potential improvement in pounds sold
versus 2009.  Consequently, continual monitoring of protein export
policies for key destinations of U.S. chicken, beef and pork is
required.  As of Nov. 10, the US$A is forecasting export volume
growth of 8% for pork versus export volume declines of 6% for
broiler meat.  Beef export volume is projected to increase 6%.
Weakness in the U.S. dollar and improvement in the global economy
should promote increased export activity for each of these
proteins in 2010 but periodic trade restrictions, particularly by
Russia remain somewhat unpredictable.

Russia, which represented 26% of 2008 exports, is the largest
foreign market for U.S. chicken.  An expected material decline in
the 2010 Russian import quota, as the country aims toward
increased self-sufficiency, is not good news for U.S. chicken
producers, such as Tyson and Pilgrim's.

China's plans to lift its H1N1-related ban on pork products is
very positive for Smithfield and to a lesser extent positive for
Tyson, given that it is not vertically integrated in pork and that
pork represents a lower percentage of its sales than Smithfield.
Sales volumes for pork could improve for both companies but upward
pressure on live hog prices will increase input costs for Tyson.
Only 9% of U.S. pork was exported to China in 2008 but it has been
one of the fastest growing markets for exports.

U.S. beef exporters have benefited from improved access to the
South Korean market and should benefit from the recent decision by
Taiwan to ease import restrictions.  South Korea and Taiwan
represented 8% and 5% of U.S. beef exports in 2008, but prior to
the discovery of BSE (bovine spongiform encephalopathy) in the
U.S. in late 2003, they received significantly more U.S. beef.

Cost Outlook Mixed - Potentially Lower Average Annual Feed Costs
to Benefit Producers but Higher Livestock Costs to Strain
Processors:

The slower than normal harvest caused by excessive rain and cooler
than normal temperatures is expected to place upward pressure on
corn and soybean meal prices in 2010.  However, annual average
corn costs for protein producers could still be below 2009 levels,
due to the absence of losses associated with high cost hedges.  On
Nov. 10, 2009, the US$A revised its corn price forecast up 20
cents to $3.25-$3.85 per bushel during the 2009/2010 marketing
year but still projects that the price will be lower than its
$4.06 estimate for 2008/2009.  The projection for soybean meal was
raised 5 cents to $250-$310 per short ton but is also lower than
its $331.17 forecast for 2009.  Market expectations for corn are
currently higher than the US$A's forecast.  The futures market
expects corn prices to rise above $4.00 in 2010.

Fitch does not believe corn prices will reach 2008 highs but does
believe prices could increase from the Nov. 11, 2009 spot price of
$3.63.  Higher than expected average annual grain costs would
pressure margins for protein producers and could test the on-going
risk management practices of these firms.  The major producers
incurred considerable hedging losses after corn prices peaked at
just over $7.00 per bushel in June of 2008.  During the first nine
months of fiscal 2009, Tyson realized $248 million of net losses
from its commodity risk management activities related to grain and
energy purchases.  Smithfield recognized net hedging losses of
approximately $100 million in earnings since the beginning of its
fiscal 2009 year through the first quarter of fiscal 2010.

Meanwhile, potential increases in live hog and cattle prices could
pressure margins of pork and beef processors.  As of Nov. 9, 2009,
the US$A is forecasting live hog prices of $43-$46 per
hundredweight (cwt) for 2010, up an average of 11% from 2009.
Choice steers are expected to be $87-$94 per cwt, up an average of
9% from 2009.  Broiler prices are forecast to rise only 1% to 75-
81 cents per pound.  The futures market expects live cattle prices
to rise toward $89/cwt by the spring of 2010 and live hog prices
to increase to a high of $76/cwt by mid-2010.  Fitch believes the
futures market is factoring in expectations related to the lifting
of China's ban on U.S. pork and a potential increase in pork
exports to Russia due to the presence of African Swine Fever in
that country's hog supply.  Russia represented 9% of U.S. pork
exports in 2008.  In addition to these factors, more aggressive
efforts by hog producers to reduce sow herds and liquidate
inventory would also support higher live market prices.  At
Sept. 1, 2009, the National Agricultural Statistics Service
reported a 2% reduction in overall hog inventory and a 3% decline
in sow breeding inventory versus the previous year's period.

Hog Production Industry Losses Should Moderate As Live Hog Prices
Increase and Production Costs Fall:

The hog production industry began losing money in October 2007 due
to the combination of overproduction, which resulted in excess
supply when global demand slowed, and rising grain prices.  H1N1
(originally referred to as Swine Flu) related consumer fears had a
further negative impact on foreign pork demand causing additional
strain on the pork industry.  Improving global demand will occur
as these fears subside.  Fitch believes the anticipated removal of
China's ban on U.S. pork to be a major step in the right
direction.  As previously mentioned, the US$A is forecasting pork
export volume growth of 8%, after declining an estimated 11% in
2009.

The magnitude of industry losses, which reached a high of about
$45/head in late 2008, and the length of the current negative
cycle, should promote reductions in hog industry inventories and
consequently in supply.  In early November, Coharie Hog Farm,
which ranked as the 22nd largest pork producer in the country,
filed for bankruptcy and is expected to liquidate all of the
animals and assets of the company.  Given the fragmented nature of
the pork production industry and the large number of small farms,
Fitch believes the number of bankruptcies would have to increase
significantly in order to cause an immediate reduction in U.S. hog
supply.  Performance of Smithfield's pork processing segment and
its packaged meats business has helped partially offset losses in
its hog production business.  However, the severity of the current
downturn along with grain related hedging losses has resulted in
significant net losses in recent periods.  As mentioned earlier,
Fitch expects improved profits for the hog production industry as
market prices for live hogs increase and lower average annual
grain costs result in lower hog raising costs.

Ample Liquidity Will Help Support Credit Profiles but Debt Levels
Remain High:

High cash balances, the generation of positive free cash flow and
newly negotiated asset-based lending revolvers for Tyson and
Smithfield should minimize liquidity concerns in 2010.  Current
year maturities are fairly immaterial for both companies.  Tyson
has cash reserved to repay approximately $140 million of 7.95%
secured notes due Feb. 1, 2010.  These notes were issued by
Tyson's wholly owned Tyson Fresh Meats subsidiary prior to the
acquisition of IBP, Inc. in 2001.  Nevertheless, given volatile
earnings and cash flow, Fitch believes debt levels remain too high
for larger players in the protein industry.  Tyson, Smithfield and
JBS each have debt levels in excess of $3 billion.

Beyond 2010, upcoming maturities include Tyson's approximate
$800 million of 8 1/4% senior unsecured notes due Oct. 1, 2011 and
Smithfield's $600 million of 7% unsecured notes due Aug. 1, 2011.
Fitch expects reducing the balances on these notes to be a goal
for both companies in the near term, given the accelerated ABL
maturity dates if the notes remain outstanding in mid-2011.
Tyson's 2011 notes have traded at a hefty premium since May 2009
and as of Nov. 10, traded at a price of 106.5 of par.
Smithfield's notes have traded at a discount since November 2007
and at Nov. 11, priced at 98.75 of par, making it more economical
for the company to make open-market purchases.

Key Rating Drivers:

Tyson Foods, Inc. -- Tyson's Outlook was revised to Stable in
February 2009 due to the expectation of improved operating
fundamentals in chicken.  Tyson should continue to benefit from
the diversification provided by its chicken, pork and beef
businesses.  Given Tyson's goal to expand international
production, ratings would be reviewed if the company engages in
material debt-financed acquisitions.  Leverage, defined as total-
debt-operating earnings before interest, taxes, depreciation and
amortization, is expected to average 4.0 times over the long term.
For the latest 12-month period ended June 27, 2009, leverage was
4.4x.

Smithfield Foods, Inc. -- On Oct. 19, 2009, Fitch initiated
ratings on Smithfield.  Ratings reflect expectations that the
company's hog production segment, which has sustained significant
losses for the last seven quarters can break even within the next
12 months.  As previously mentioned, live hog prices are expected
to rise as excess supply in the industry is eliminated, and
production costs should fall in 2010, given lower realized grain
costs.  Pork segment restructuring savings should offset any
pressure caused by potentially weaker retail selling prices for
pork.  Fitch anticipates that total debt-to-operating EBITDA can
fall below 5.0x by the fiscal year ending April 2011.

JBS S.A. -- JBS's ratings were placed on Rating Watch Positive on
Sept. 16, 2009 following the company's announcement that it had
reached an agreement to buy 64% of Pilgrim's Pride and to merge
with Bertin (Brazil's third-largest beef producer).  These
transactions enhance the company's competitive position in the
Brazilian market and further diversify its revenue mix.  Both
transactions are expected to be entirely funded with a
$2.5 billion equity contribution by a private investor.  An
upgrade depends on the anticipated marginal leverage improvement
from this contribution.  In addition, Fitch views JBS's planned
$2 billion initial public offering of its U.S. subsidiary in early
2010 positively.

Dole Food Co. Inc. -- Dole's ratings were upgraded to 'B-' and
were placed on Watch Positive on Sept. 21, 2009, following its
successful bond issuances and IPO announcement.  The company's
ratings are likely to be upgraded by a minimum of one notch once
proceeds from its Oct. 26, 2009 IPO are used for debt repayment
and a full assessment of operating trends is completed.  Leverage
is expected to decline materially from 4.8x at the LTM period
ending June 20, 2009.

Del Monte Foods Co. -- Del Monte's Rating Outlook was revised to
Positive on Aug. 19, 2009 due to better than expected operating
performance as the company was able to fully offset commodity cost
pressures with pricing over the past 18 months.  Additionally, Del
Monte has remained conservative as it relates to stock
repurchases, dividends and acquisitions.  Stable debt levels,
steady operating performance and the maintenance of market share
in pet products is likely to lead to an upgrade in ratings.


* Fitch Sees Improvement on 2010 U.S. Restaurant Outlook
--------------------------------------------------------
Fitch Ratings expects sales trends for U.S. restaurants to improve
modestly during the second half of 2010, therefore the outlook for
Fitch's universe of coverage remains stable heading into next
year.  Due to continued weakness in consumer discretionary
spending, same-store sales trends for the restaurant industry
remain negative and near-term visibility is limited.  Nonetheless,
Fitch believes personal consumption and consequently restaurant
traffic could improve as the economy continues to recover and
unemployment peaks during 2010.  In the meantime, the maintenance
of market share, by offering compelling values along with variety
and high quality food and service, will remain a key priority for
the industry.

"Adequate liquidity and positive free-cash flow should contribute
to a stable credit environment for the large chain restaurants in
2010," said Carla Norfleet Taylor, Director at Fitch.  "We believe
growing weakness in quick-service restaurant traffic is signaling
a bottoming for the industry.  Despite significant discounting by
some casual dining chains, sales trends for the quick-service
segment have held up better over the course of the recession.
Consumers remain attracted to the lower relative prices,
additional premium food offerings and convenience that the quick
service segment provides," she added.

Easing commodity costs, better labor management and aggressive
general and administrative expense reductions enabled the industry
to mitigate cash flow declines in 2009, despite growing pressure
on SSS.  With the exception of McDonald's Corporation, which
continues to lead the industry in profitability, credit profiles
were further supported by more conservative financial strategies.
Reduced capital expenditures, particularly within casual dining
and among highly leveraged firms, and less spending on share
repurchases helped preserve liquidity and fostered debt reduction.

Fitch believes controlling cost will outweigh aggressive expense
reductions in 2010, given that some of the reductions implemented
in 2009 can not be sustained.  Despite modest potential commodity
cost inflation, restaurants will likely maintain the currently
cautious stance on pricing as consumer spending remains weak and
the environment continues to be extremely competitive.
Discounting within the casual dining segment is expected to
continue until there are better indications that consumer spending
has improved.  Ongoing promotional activity without sustained
improvement in traffic could pressure operating margins and cash
flow in the coming year.

Fitch continues to view the quick-service restaurant segment as
better positioned to withstand the currently difficult consumer
environment.  As previously mentioned, there is a high level of
discounting by many casual dining chains but quick-service
providers continue to have lower relative prices, are offering
more premium food items and will continue to benefit from their
convenience platform.

Fitch's current baseline 2010 macroeconomic assumptions, regarding
unemployment and growth in personal consumption expenditures,
provide support for a possible inflection point in industry-wide
SSS performance during 2010.  Modest improvement could occur in
the later half of 2010 as the broader economy continues to recover
and consumers regain confidence.  Nevertheless, Fitch does not
expect a rapid upturn in SSS growth due to the potential longer
tail nature of the economic recovery.

Fitch expects unemployment to peak in 2010, averaging
approximately 10.2% for the year, and then decline modestly in
2011.  Personal consumption is projected to turn mildly positive
at 0.3% in 2010, after declining by an estimated 1.1% in 2009, and
then increase to 1.8% in 2011.  Growth in personal consumption
will remain below levels experienced prior to the beginning of the
recession in December 2007.

The ratings of the firms in Fitch's universe reflect each
company's unique cash flow generation characteristics and their
ongoing financial strategy.  Liquidity is currently not a concern
for any of these companies.  All of them generate positive FCF
(defined as cash flow from operations less capital expenditures
and dividend) and should have minimal challenges refinancing or
repaying near-term maturities.  Stable to moderate increases in
rent adjusted leverage, defined as total debt plus eight times
gross rent expense divided by earnings before interest, taxes,
depreciation, amortization and gross rent expense (EBITDAR), is
not expected to have negative rating implications.

The ratings and Outlooks for Fitch's universe of restaurant
companies are:

  -- McDonald's Corporation ('A'; Outlook Stable);
  -- Darden Restaurants Inc. ('BBB'; Outlook Stable).
  -- YUM! Brands Inc. ('BBB-'; Outlook Stable);
  -- Burger King Corporation ('BB'; Outlook Stable).

Negative QSR Traffic Could Signal Bottom for Industry Despite
Limited Near-Term Same-Store Sales Visibility:

The current environment for restaurant sales is characterized as
having limited near-term visibility.  SSS trends have not shown
broad signs of improvement even though U.S. GDP turned strongly
positive during the third quarter of 2009.  The National
Restaurant Association reports that industry traffic has
contracted since September 2007, and expectations remain dismal
for most operators.  Companies that have provided fiscal 2010
sales and earnings guidance have wide spans of expectations or in
some cases have opted out of providing SSS guidance at all.  Fitch
expects more clarity in SSS prospects and potential improvement in
trends as the year progresses and consumers feel more confident
about their personal financial conditions and the overall U.S.
economy.

As mentioned earlier, Fitch continues to view the QSR segment as
better positioned to withstand prolonged weakness in consumer
discretionary spending.  The QSR segment has held up better than
full service dining during most of the economic downturn.  Casual
dining chains, including Chili's, Applebee's and Ruby Tuesday,
started posting negative sales comparisons in mid-to-late 2006
while U.S. SSS growth for QSR companies did not start to
decelerate until 2009.  Although regional concepts like Jack in
the Box, Inc., and Sonic, which have units concentrated in areas
with above average unemployment, begin posting negative SSS
performance in 2008, U.S. sales comparisons for national chains,
like YUM and Burger King did not turn negative until 2009.  Fitch
attributes declining traffic trends for the QSR segment to rising
unemployment and increased price competition, given the high level
of discounting and promotions in casual dining; but believes
broad-based weakening among QSR sale performance could signal a
bottoming for the industry.

QSR chains are continuing to emphasize their value menus but are
also providing customers with more choices, such as McDonald's
Angus Third Pounders and extensive beverage offerings.  Other
examples include Burger King's barbell menu which offers indulgent
items like Steakhouse burgers and value offerings like the $1
Quarter Pound Double Cheeseburger.  International SSS growth for
global chains such as McDonald's and YUM is expected to continue
to support their world-wide operating performance in 2010, given
limited competition from casual dining chains outside of the U.S.

The multitude of promotional activity within casual dining is
helping some of these companies drive traffic, albeit at a cost.
Mix shift towards promotional items is negatively impacting SSS
performance and restaurant level profitability.  Higher margin
alcoholic beverages and desserts have not been able to offset
discounted entrees because consumers generally order less of these
if they are watching their pocket books.  Fitch expects SSS trends
for casual dining restaurants to remain more negative than QSR
companies in the near term but once again anticipates that an
inflection point for industry-wide SSS performance can occur
during 2010.  An example of how competitive the casual dining
segment has gotten is Applebee's '2 for $20' offer, where two
diners get one appetizer and two entree's, and Chili's subsequent
$20 '3 for 2' promotion, which offers two guests one appetizer
along with 2 entrees and a dessert to share.  For competitive
reasons, neither company will disclose the tenure of these
promotions.

As of Oct. 23, 2009, the US$A is forecasting a 3.5%-4.0% increase
in food-away-from-home prices, on par with the projected increase
for 2009.  Fitch anticipates that these estimates could be revised
down due to a continued high level of discounting in the full-
service dining segment, particularly during the beginning of 2010.
As previously mentioned, restaurants are likely to take a cautious
stance on pricing until consumer spending shows clear signs of
improving.

SSS performance for Darden was noticeably weaker during the fiscal
first quarter ended Aug. 30, 2009, given the company's position
against discounting.  While consumers might appreciate temporary
savings, current industry practices could definitely have
potential negative longer-term consequences relating to brand
image.  Darden plans to continue to emphasize value with offerings
such as Endless Shrimp at Red Lobster and Never Ending Pasta at
Olive Garden but is not expected to lower prices.

Margin Risk Could Return Due to Modest Potential Commodity Cost
Inflation and Continued Promotional Activity in the Near-Term:

Overall, industry margins held up better than Fitch had originally
anticipated in 2009.  Nonetheless, slowing sales combined with a
lagging benefit from easing commodity cost or inefficient labor
management caused some firms, such as Burger King, to experience
margin contraction during 2009.  In addition, as previously
mentioned, casual dining chains, including Brinker (which operates
Chili's) and Ruby Tuesday, appear to be experiencing lower
restaurant level profitability due to less profitable food
promotions.

While many companies expect to experience commodity cost deflation
during the last quarter of calendar 2009, lower protein production
and an improved global macroeconomic environment could result in
modest commodity cost inflation in 2010.  The outlook for
individual companies will depend on each restaurant's exposure to
various commodities and the timing of contract expirations.
McDonald's expect flat costs in both the U.S. and Europe for its
basket of commodities in 2010.  Unlike other restaurants, Fitch
believes McDonald's will benefit from its extensive procurement
and massive supply chain infrastructure even if there is modest
commodity inflation for certain agricultural products.

As of Nov. 10, 2009, the US$A is projecting an average increase of
9% in beef prices during 2010, while chicken prices are forecasted
to rise by about 1%.  Wheat costs are expected to decline nearly
30% while dairy prices are projected to increase about 30%.  Egg
prices are forecasted to move up a modest 3%.  On balance, the
US$A's outlook suggests a modest increase in agricultural prices
for this mix of food in 2010.  Fitch anticipates that even slight
commodity inflation could negatively impact margins if a high
level of promotional activity continues and there is no sustained
improvement in SSS.

Wage inflation is not expected to be a major issue in 2010, given
that the final phase of the federal minimum wage increase to $7.25
per hour was implemented in 2009.  Furthermore, due to the
currently high unemployment rate and the large pool of available
restaurant staff, there should be little upward pressure on wages.
The biggest uncertainty regarding U.S. labor is potentially higher
costs associated with U.S. Health Care Reform.  According to the
National Restaurant Association, the restaurant industry employs
approximately 13 million people and is one of the largest private-
sector employers in the U.S.  As mentioned earlier, overall cost
containment will remain a high priority for the industry.

Credit Profiles of Large Chain Restaurants Remain Stable:

Fitch believes prolonged uncertainty related to SSS growth will
cause the higher than normal degree of financial discipline within
the restaurant industry to continue into 2010.  Although financial
risk moderated in 2009 and credit availability continues to
improve, Fitch does not expect debt-financed share repurchases or
acquisitions to accelerate for the industry.

Credit statistics for the large chain restaurants in Fitch's
universe are projected to remain relatively stable or experience
only slight deterioration during 2010, if the sales environment
does not improve during the later half of the year as Fitch
anticipates.  None of these companies have bank revolvers expiring
in 2010 and near-term maturities are manageable.  Modest debt
reduction is expected for Darden and Burger King, but debt levels
are projected to remain relatively stable for McDonald's and YUM.
Since all of these companies generate free cash flow and
significant debt reduction is not anticipated, share repurchases
could occur at varying levels.  Nonetheless, companies are
expected to exercise caution if the sales environment remains
challenging.

Key Issuer Level Rating Drivers:

McDonald's Corporation -- Fitch affirmed McDonald's ratings and
Stable Outlook on Sept. 30, 2009.  Ratings reflect the company's
geographically diverse revenue base, substantial cash flow
generation and stable royalty stream.  Industry-leading margins
and SSS performance further strengthen the company's credit
profile.  Fitch believes operating performance will continue to
guide the company's financial strategy.  McDonald's credit
statistics are projected to remain relatively stable in 2010.

Darden Restaurants, Inc. -- Fitch affirmed Darden's ratings and
revised the Outlook to Stable from Negative on Sept. 11, 2009.
Darden's credit statistics have remained stable, despite weak SSS
trends.  Fitch expects Olive Garden and Red Lobster to maintain
their long-term competitiveness, despite a heightened level of
discounting by casual dining competitors.  SSS are projected to
remain negative in fiscal 2010, which ends May 2010, but credit
statistics are expected to be relatively stable due to modest debt
reduction.

YUM! Brands, Inc. -- Fitch affirmed YUM's ratings and Stable
Outlook on July 9, 2009.  Recent trends in U.S. SSS performance
have been negative but operating income and cash flow remain
strong.  Substantial international new unit expansion during a
period of weaker SSS growth is considered aggressive but Fitch's
concerns are partially alleviated by the fact that this
development is funded with internally generated cash flow.

Burger King Corporation -- Fitch affirmed Burger King's ratings
and revised its Outlook to Stable from Positive on Oct. 30, 2009,
because SSS growth decelerated and margins contracted more than
Fitch had anticipated.  Fitch does not expect a slight weakening
in Burger King's credit statistics to have further negative rating
implications, given that there is room in the current ratings.


* Fitch Sees Increased Stability in 2010 for U.S. Retail
--------------------------------------------------------
Fitch Ratings expects increased stability in ratings for U.S.
retailers in 2010.  Some Negative Rating Outlooks may migrate to
Stable if sales trends stabilize, margins improve on better
inventory positions and cash flow generation and liquidity remain
adequate.  A few Negative Outlooks have been revised to Stable in
recent months with 10 companies or 37% of U.S. retailers under
coverage having Negative Rating Outlooks compared to 12 companies
or 44% at the peak in May 2009.

"While revenue growth and financial metrics continue to be weak
for many retailers in the near term, of key importance to ratings
is what credit profiles will look like as we exit the recession
and whether the recession has fundamentally weakened a company's
business or financial profile," said Karen Ghaffari, Managing
Director at Fitch.  "Negative rating movement is possible for
those companies that cannot stabilize operating profitability and
cash flow."

2009 Holiday Sales Outlook:

Fitch expects that 2009 holiday same store sales could be mildly
positive as weak same store sales in the prior year are
anniversaried and retailers needed to clear excess inventories at
deeply discounted prices.  Same store sales on a composite basis
turned positive for the first time in October 2009 after many
months of negative trends.  Nonetheless, overall retail sales will
remain challenging for U.S. retailers.

These expectations recognize the economic environment facing
consumers and weak consumer confidence levels.  Consumers are
expected to remain constrained in their spending and focused on
value, buying on promotion or at discount and moderately priced
locations.  Therefore discounters and value oriented retailers
will continue to outperform other formats.

Promotional activity is expected to be heaviest around Black
Friday and close to Christmas but Fitch expects more front loaded
promotions as retailers try to create buzz and reinforce their
price message with consumers as well as capture more consumer
dollars early.  However, Fitch does not expect the level of
clearance type promotions seen in 2008 as inventory positions are
significantly lower this year.

2010 Sales Outlook:

In 2010, overall retail sales are anticipated to be flat to up
modestly from 2009 levels.  Same store sales comparisons remain
easy through September 2010 and therefore, same store sales could
flatten or show improvement from 2009 levels.  Also, some
retailers will consolidate share at the expense of weaker players
and as the recession has rationalized some competition from the
market.

Several factors underlie these expectations including high
unemployment (which Fitch expects to peak at around 10.5% in
2010), continued challenging consumer credit, and ongoing U.S.
household deleveraging offset by an improved wealth position, with
the decline in residential real estate prices slowing and equity
prices increasing, and the main impact from the U.S. stimulus
package still ahead.  For 2010, Fitch expects the growth in
personal consumption expenditures to be 0.3% reflecting
expectations for a slow recovery.

Consumers will remain focused on value even as the economy
improves, buying on promotion or at discount or moderately priced
locations.  Thus, price competition will be intense and
significant promotional activity is expected to continue.

Liquidity Position:

Liquidity has improved significantly for many U.S. retailers from
the year ago period.  Internal sources of liquidity have
strengthened as retailers under Fitch's U.S. coverage have reduced
working capital, capital expenditures and share repurchases.
Fitch expects retailers will remain cautious with regard to
capital expenditures and share repurchase activity in 2010,
although this activity is expected to increase from 2009 levels.
This is anticipated as operating cash flows strengthen due to
better inventory management and an ongoing focus on cost
reduction.

For companies under Fitch's U.S. retail coverage, almost
$17 billion of new notes and $10 billion in bank facilities have
been put in place during calendar 2009 including over $5 billion
of high yield debt issuance.  Debt maturities over the next
several years are moderate ($13.8 billion in 2010, $13.6 billion
in 2011, and $14.4 billion in 2012); however, high yield
maturities increase in 2012 to $4.9 billion from $2.7 billion in
2010 and $2 billion in 2011.  Also, substantially all bank
facilities for companies under coverage expire through 2012, but
only one company under coverage has a bank facility maturing next
year that needs to be renewed -- The Home Depot, Inc. (Home Depot)
which has a facility expiring in December 2010.

Sector Specific Outlooks:

Department Stores:

Same store sales (on a sales-weighted basis) for Fitch rated
department stores are expected to be down 4% in the fourth quarter
and 6% to 7% in 2009.  Same store sales trends in the third
quarter improved against easier year ago comparisons and on a two-
year stacked basis, trends are similar and in many cases better
than first half 2009 trends.  Retailers such as Kohl's Corp., J.C.
Penney Company, Inc., and more recently Nordstrom, Inc., have
performed better than anticipated.  Overall, inventory levels
appear to be well-aligned to sales expectations going into the
critical holiday season.  This bodes well for gross margins, and
some retailers could see improvement in gross profit dollars even
with negative same store sales against depressed levels last year.

In 2010, department store sales are expected to decline by 3% to
4%, given continued macro economic pressures and potential share
losses to discount formats.  Fitch expects well-capitalized
operators such as Kohl's, Macy's, Inc., and J.C. Penney to
increasingly consolidate share and post same store sales in the
plus 1% to minus 2% range, given investment in stores even during
the economic downturn, improved assortments via exclusive and
private brands, and continued focus on providing compelling value.
This will come at the expense of weaker operators that continue to
execute poorly, have underinvested or are unable to invest
appropriately in their store bases, or are compelled to close
underperforming stores.

Key to ratings will be the ability to drive top line growth and
leverage fixed expenses to improve profitability from current
depressed levels.  The ability of companies to meaningfully reduce
capital expenditures or initiate cost cutting programs is largely
over.  Fitch would be concerned if significant reductions in these
areas continue to bolster near-term liquidity at the expense of
long-term sustainable growth, as many department store retailers
are already investing at or below maintenance capital
expenditures.

From a liquidity perspective, many department store retailers are
expected to report improved free cash flow in 2009 and 2010 and
have extended their credit facilities out to 2012.  However, The
Bon-Ton Stores, Inc. and Saks Incorporated need to renegotiate
appropriately sized credit facilities due in 2011 which is an
important consideration to their ratings.  Debt maturities over
the next 24 months are expected to be mainly paid down with cash
on hand.  Credit metrics are expected to improve, although they
are still likely to be weaker than 2007 levels.

Specialty Retail:

For consumer electronics retailer Best Buy Co., Inc. (Best Buy),
comparable store sales are expected to flatten or be slightly
positive in 2010 as higher demand for mobile, mid-sized and
private-label products is offset by ongoing price deflation.  The
company should continue to benefit from new store growth and
consolidation in the sector.  As a result, operating profit is
expected to increase on stable operating margins.  For RadioShack
Corp., Fitch expects sales growth to be challenging but operating
profit to remain steady as the company strengthens its product mix
and reduces incremental costs.  Liquidity is expected to remain
strong for these companies given their positive free cash flow
generation, large cash balance relative to debt levels for
RadioShack, and availability under credit facilities.  In the home
video rental industry, Blockbuster Inc. (Blockbuster) continues to
face intense competition from various channels, such as other
video rental providers and discounters as well as video-on-demand
and pay-per view.  Given the company's better liquidity position
as a result of its 2009 refinancings, Blockbuster is expected to
return its focus to improving and growing the business in 2010.
Key rating drivers will be the companies' abilities to grow sales
and profit through market share gains and strong execution as well
as maintain their liquidity.

Sales at home improvement retailers are anticipated to grow in the
low single digit range as a result of improved comparable store
sales given easier year-over-year comparisons and store growth of
2% to 3% in 2010.  Demand for big ticket items, such as cabinets,
is expected to remain weak as housing turnover remains at low
levels and credit for large renovation projects remains tight.
However, small ticket items such as paint, flooring and fixtures
are expected to remain attractive.  Home Depot and Lowe's
Companies, Inc., which account for less than 20% of the market,
are expected to continue to capture market share from independents
given their broad product offerings, installation services and
overall positive customer shopping experience.  Cost controls
implemented should help improve operating margins on a year-over-
year basis.  Liquidity is expected to remain strong as capital
expenditures are expected to be lower and share repurchase
activity is limited.

Fitch expects operating profit for Limited Brands Inc. to improve
in 2010 as its focus on operating efficiencies and conservative
inventory management help offset negative same-store sales
expectations.  For Burlington Coat Factory Investment Holdings,
Inc., Fitch expects comparable store sales performance in the
negative low single-digit range but improvements in initial
markups and cost-cutting efforts should offset top-line pressures.
Liquidity is expected to remain strong for Limited given its
sizeable cash balance and positive free cash flow generation and
for Burlington given its recent improvement in cash flow
generation.  Rating drivers for these companies will be their
abilities to manage margins in the face of continued pressures on
sales as well as capital structure management.

Toys 'R' Us, Inc.'s sales are anticipated to increase in 2010
despite trade down to lower price points.  The company will
continue to benefit from bankruptcies in the space and has
developed multi-retail channels to drive sales, such as Toys 'R'
Us and Babies 'R' Us side-by-side stores, various acquired
websites and unique brands like FAO Schwartz.  Therefore,
profitability for Toys is expected to improve in 2010, and
liquidity has improved given the company's completion of its 2010
refinancing needs.

Sales at office products retailers are expected to remain
challenged as small business spending remains low and unemployment
remains high.  Staples, Inc., is expected to outperform its peers
and improve its operating results with strong execution and
differentiated services.  For automotive parts retailer AutoZone,
Inc., 2010 same store sales are expected to be positive single-
digits as it benefits from increased auto maintenance spending,
given the average age of vehicles on the road approaching 10 years
and pent-up demand for auto maintenance.  Liquidity is expected to
remain strong for AutoZone and Staples as these companies generate
positive free cash flow and have availability under their credit
facilities.

Discounters:

Discounters are expected to continue to benefit in 2010 from
increased traffic and market share gains as consumers look to
maximize value on all purchases including food and consumables as
well as general merchandise.  This is expected to result in
positive low single-digit comparable store sales in combination
with these factors: easy same store sales comparisons for some
operators; a return to a more normal inflationary environment for
food, given that food is 49% and 54% of Wal-Mart Stores Inc.'s
(Wal-Mart) and Costco Wholesale Corp.'s sales, respectively; and
the rollout of the P-Fresh format for Target Corp.  Store
expansion will continue in 2010 given easier access to attractive
real estate in terms of locations and pricing.

Operating profit margins for Wal-Mart and Costco are expected to
remain relatively steady as price investments are funded by
ongoing cost savings programs such as Wal-Mart's Project Impact,
its SKU rationalization program.  Target's operating margins are
expected to improve as pressures from its credit card business
subsides given its implementation of two rounds of changes in
terms and pricing on its credit card portfolio.

Liquidity is expected to remain strong for the discounters as a
result of solid cash flow generation and for Costco, significant
cash balances relative to debt levels.  Conservative capital
expenditure levels are expected to help preserve large cash
balances for Wal-Mart and Target.

Given the relatively steady operating results and strong financial
flexibility of the discounters, rating movement is expected to be
limited and driven by broad capital structure decisions such as
the level of debt-financed share repurchases.

Supermarkets:

For supermarket operators, identical-store sales will continue to
be pressured by trade down to discount formats; trade into value-
priced products, such as private-label and promotional items;
reduced discretionary purchases; and deflation in certain
perishable categories, although this is expected to abate in the
coming months.  Consumers have shown an increased willingness to
try new shopping venues and private label products.  Therefore,
retailers will continue to battle for shoppers and price
competition is expected to remain intense with gross margins under
pressure.  A strong value message will continue to be important to
sales and market share gains given the anemic recovery, and the
value oriented retailers are expected to retain some of the new
customers they acquired during the recession.  Nonetheless, more
rational pricing may become easier with an improving economy and a
more normal inflationary environment.  SKU rationalization is
expected to be a key theme as companies seek to boost their
inventory efficiency.

Liquidity is expected to remain strong for the large U.S.
supermarket companies.  These companies have continued to generate
strong cash flow using proceeds to reduce debt and for Safeway
Inc. and The Kroger Co. repurchase stock.  Cash flow is expected
to remain strong buoyed in part by lower capital expenditures for
Safeway and Supervalu Inc. Also, all three large U.S. supermarket
operators have demonstrated their ability to access the capital
markets issuing a combined $2.6 billion of long-term debt since
November 2008.  Fitch continues to monitor expected higher pension
contributions, although the recovery in the capital markets should
alleviate some of this pressure.  Also, the supermarket companies
are expected to manage total employee expenses -- which include
multi-employer pension plans, health benefits, and wages -- so
that overall increases are in line with historical growth rates.

Rating movement in the sector will be driven primarily by capital
structure management and use of free cash flow as well as
identical-store sales trends and the ability to manage operating
profits given the gross margin pressure.

Drug Stores:

Top line growth at drug retailers is expected to remain steady or
improve modestly in 2010, with overall industry prescription sales
growth at around 2% annually, offset somewhat by weakness in
front-end sales.  CVS Caremark Corp. and Rite Aid Corp. are
expected to continue to focus on integrating acquired units and
leveraging their increased scale and breadth of services.  Further
large-scale acquisition opportunities are limited as CVS Caremark,
Walgreen Co., and Rite Aid, the three largest chain retailers,
account for approximately 32% (or 46% including CVS' PBM business)
of industry revenue.  Therefore, share gains will depend on
generating above-average organic growth; store closings or share
losses by weaker independents and regional chains; and small
market fill-in acquisitions and prescription file buys.

CVS Caremark is well-positioned with leading market shares in all
prescription distribution channels -- retail and in-store clinics,
mail, and specialty.  Fitch expects the company to continue to
drive share gains given its industry leading retail same store
sales growth but recent contract losses on the PBM side will
temper sales and earnings growth in 2010.  Credit metrics are
expected to remain stable or improve slightly given Fitch's
expectation of low-to-mid single digit EBIT growth (as retail
accounts for 60% of operating profit) and continued strong free
cash flow generation next year.  CVS Caremark is expected to
finance $2.1 billion due 2010 and $1.1 billion due 2011 with a
combination of cash on hand and debt issuance.

Rite Aid's profitability remains challenged by weak pharmacy
comparable store sales as the company is highly leveraged and has
been capital-constrained for most of the last decade.  However,
with refinancing activity completed for the next three years,
Fitch anticipates management can turn its full focus on improving
core operations, and rating movements will largely depend on Rite
Aid's top line and profitability.  In the near term, anemic
pharmacy same store sales and a decline in higher margin front-end
same store sales could pressure gross margins with credit metrics
remaining at or becoming slightly weaker than current levels.
Rite Aid's ability to appropriately invest in its stores given its
current free cash flow levels and indebtedness remain a concern as
Fitch views the projected $250 million in capital spending for
FY2010 below levels required to remain competitive.

The wildcard for drug retailers is what the outcome will be from
the healthcare reform initiatives in Congress.  Should reform be
enacted, the possibility for reimbursement pressure exists
although this could be partially or fully offset by volume
increases on increased drug utilization.  Congress also continues
to consider Average Manufacturer Pricing for drug pricing which
could impact reimbursement to pharmacies as well.

A list of Fitch-rated issuers and their current Issuer Default
Ratings in the U.S. retail sector:

Department Stores

  -- The Bon-Ton Stores, Inc. ('B-'; Outlook Negative);
  -- Dillard's, Inc. ('B'; Outlook Negative);
  -- J.C. Penney Company, Inc. ('BBB-'; Outlook Stable);
  -- Kohl's Corporation ('BBB+'; Outlook Stable);
  -- Macy's, Inc. ('BBB-'; Outlook Negative);
  -- Neiman Marcus, Inc. ('B'; Outlook Negative);
  -- Nordstrom, Inc. ('A-'; Outlook Negative);
  -- Saks Incorporated ('B-'; Outlook Negative);
  -- Sears Holdings Corporation ('B+'; Outlook Stable).

Specialty Retail

  -- AutoZone, Inc. ('BBB'; Outlook Stable);

  -- Best Buy Co. Inc. ('BBB+'; Outlook Negative).

  -- Blockbuster Inc. ('CCC');

  -- Burlington Coat Factory Investment Holdings, Inc. ('B-';
     Outlook Stable);

  -- The Home Depot, Inc. ('BBB+'; Outlook Negative);

  -- Limited Brands, Inc. ('BB+'; Outlook Negative);

  -- Lowe's Companies, Inc. ('A+'; Outlook Negative);

  -- RadioShack Corporation ('BB'; Outlook Stable);

  -- Staples, Inc. ('BBB'; Outlook Stable);

  -- Toys 'R' Us, Inc. ('B-'; Outlook Stable).

Supermarkets and Discounters

  -- Costco Wholesale Corporation ('AA-'; Outlook Stable);
  -- The Kroger Co. ('BBB'; Outlook Stable);
  -- Safeway Inc. ('BBB'; Outlook Stable);
  -- Supervalu Inc. ('BB-'; Outlook Stable);
  -- Target Corporation ('A'; Outlook Stable);
  -- Wal-Mart Stores, Inc. ('AA'; Outlook Stable).

Drug Stores

  -- CVS Caremark Corp. ('BBB+'; Outlook Stable);
  -- Rite Aid Corp. ('B-'; Outlook Stable).


* U.S., Chinese in Cross-Border Brokerage Insolvency
----------------------------------------------------
The Securities Investor Protection Corporation and the China
Securities Investor Protection Fund Corporation have entered into
a memorandum of understanding that will act as a framework for
cross-border communication and cooperation with respect to the
similar functions undertaken by the groups and covered by the laws
of each country.  In the U.S., the Securities Investor Protection
Corporation (SIPC) maintains a special reserve fund authorized by
Congress to help investors at failed brokerage firms.

The new SIPC-SIPF MOU lays the groundwork for the two entities to
". . .launch material cooperation projects in this field and
jointly push forward the securities investor protection in both
China and U.S. . . . (as) investors and investment companies begin
engaging in related investment portfolio and investment
transactions outside their native countries. . . . "

SIPC President Stephen Harbeck said: "SIPC and SIPF recognize the
need for protection of investors in both countries from
insolvencies of member firms and the need for cooperation in
handling cross border claims from investors.  The parties accept
the responsibility of working with each other to ensure that
investors in both countries receive compensation promptly."

In his comments on the MOU, SIPF Chairman Chen Gongyan has stated:
"The signing (of this MOU) marks an increasingly closer
communication and cooperation in such areas as information
sharing, mutual visit, communication and consultation between the
two parties, and will be definitely a good beginning for China and
U.S. to strengthen bilateral investor protection cooperation, and
helps to promote the healthy and orderly development of securities
markets in both countries."

The full text of the SIPC-SIPF memorandum of understanding is
available online at
http://www.sipc.org/pdf/MOU%20China%202009.pdf.The English
language Web site of the China SIPF was also launched
simultaneously with the signing ceremony of the MOU. That URL is
http://www.sipf.com.cn/en/

                         About the Groups

The major responsibility of the China Securities Investor
Protection Fund Corporation is to raise, manage and operate a
securities investor protection fund; to monitor risks of
securities companies and participate in the risk disposition of
these companies; to indemnify creditors as required by China's
relevant policies in case a securities company is subject to
compulsory regulatory measures, including dissolution, closure,
bankruptcy, administrative takeover by the CSRC and trustee
operation; to organize and participate in the liquidation of the
dissolved, closed or bankrupt securities companies; to manage and
dispose of foreclosed assets and safeguard the fund's rights and
interests; to put forward regulatory and disposal suggestions to
the CSRC in case a securities company's operation and management
have material risks that may damage investor's interests and the
safety of the securities market; to join relevant authorities in
establishing a rectification mechanism for the potential risks
arising from operation of securities companies.

In the U.S., the Securities Investor Protection Corporation is the
investor's first line of defense in the event a brokerage firm
fails, owing customer cash and securities that are missing from
customer accounts. SIPC either acts as trustee or works with an
independent court-appointed trustee in a brokerage insolvency case
to recover funds. The statute that created SIPC provides that
customers of a failed brokerage firm receive all non-negotiable
securities - such as stocks or bonds -- that are already
registered in their names or in the process of being registered.
At the same time, funds from the SIPC reserve are available to
satisfy the remaining claims of each customer up to a maximum of
$500,000. This figure includes a maximum of $100,000 on claims for
cash. From the time Congress created it in 1970 through December
2008, SIPC has advanced $520 million in order to make possible the
recovery of $160 billion in assets for an estimated 761,000
investors.


* SIPC Seeks Credit Line Increase from Treasury
-----------------------------------------------
The Securities Investor Protection Corp. is asking Congress to
increase its line of credit from the Treasury to $2.5 billion from
$1 billion as a consequence of the costs resulting from the
liquidations of the brokerage subsidiary of Lehman Brothers
Holdings Inc. and Bernard L. Madoff Investment Securities Inc.,
Bloomberg's Bill Rochelle reported.

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

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

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


* Bankruptcies Will Rise Next Year, Weil's Miller Says
------------------------------------------------------
Bloomberg News reports that Weil Gotshal & Manges LLP's Harvey
Miller said at a conference in New York that U.S. companies will
increasingly declare bankruptcy next year as high-yield debt
matures.  Mr. Miller, the lawyer who handled the reorganizations
of Lehman Brothers Holdings Inc. and General Motors Corp, said
filings from commercial real estate firms will be part of that
increase.  "In 2010 the number of Chapter 11 filings will grow,"
he said.

According to Bloomberg, Miller's predictions diverge from
forecasts for default rates by Moody's Investors Service, but are
supported by other bankruptcy lawyers, who say companies that have
already defaulted and have been negotiating to stay out of
bankruptcy have exhausted other options.

"There will be an increased number of bankruptcy filings as
companies which have been holding on by the skin of their teeth
are discovering that they simply can?t do it anymore," said
Gregory Milmoe, co-chair of the restructuring practice at Skadden,
Arps, Slate, Meagher & Flom, according to Bloomberg.  Skadden
handled one of 2009's biggest bankruptcies, CIT Group Inc.


* Baker & Hostetler Lands New Bankruptcy Partner
------------------------------------------------
Law360 reports that bankruptcy attorney Elizabeth Green has left
her Orlando, Fla., law firm to become a partner at Baker &
Hostetler LLP, saying she chose the firm because of its national
platform and strong performance amid tough economic times.


* Every GM Vehicle Sold Costs Taxpayers $12,200, Study Shows
------------------------------------------------------------
The American taxpayer has put up $12,200 for every General Motors
vehicle sold through the beginning of 2011, and $7,600 for every
Chrysler vehicle sold as well, according to a new report issued by
the 362,000-member National Taxpayers Union.

The report, The Auto Bailout - A Taxpayer Quagmire, authored by
NTU Adjunct Scholar Thomas D. Hopkins, Professor of Economics at
the University of Rochester, does the math on what the government
bailout of the auto industry -- including General Motors,
Chrysler, and GMAC -- actually means to American taxpayers,
including how much each taxpayer has contributed to the auto
industry since December 2008 and how much each vehicle is costing
us.

"Every time someone in your neighborhood drives home in a shiny
new Chevy Silverado, remember that it cost American taxpayers more
than $12,000," said Pete Sepp, NTU Vice President for Policy and
Communications.  "Between this and GM's plan to payback their
bailout debt with other taxpayer funds, I wonder if all those
Americans without work right now could think of any better ways to
spend that money.  This is a play out of the Bernie Madoff ponzi
scheme playbook, and would be the equivalent of paying your Master
Card bill with your Visa."

The study found that the average American taxpaying family has
invested roughly $800 in the auto bailouts so far.  Moreover, the
study found, the government support poured into General Motors,
Chrysler, and GMAC -- the financing subsidiary that supports sales
at both -- now stands at a towering $78.9 billion.  Given that
figure, and an estimate of how many vehicles GM and Chrysler will
sell through the end of 2010, the study finds that each vehicle
one of the bailed-out companies sells costs taxpayers $10,700.

Finally, breaking down the costs by company, the study reports
that every Chrysler vehicle sold costs taxpayers $7,600, and every
GM vehicle sold costs taxpayers $12,200.

The research is based upon a November study released by the
Government Accountability Office (GAO), entitled "Continued
Stewardship Needed as Treasury Develops Strategies for Monitoring
and Divesting Financial Interests in Chrysler and GM," a follow-up
report on the "Troubled Asset Relief Program," as well as
statements and reports released from the U.S. Treasury.

Additional Findings Include:

    --  GMAC receives government guarantees not available to most
        private firms.  Coincidentally, these are the same private
        firms that are forced to compete with GMAC's taxpayer-
        assisted bank, Ally Bank.  These guarantees save GMAC
        about $500 million annually in interest costs.

    --  During the first ten months of 2009, GM and Chrysler sales
        fell further than other major auto producers,
        down 33.4 percent and 38.9 percent, respectively.

    --  While the prospect of repayment of GM and Chrysler loans
        might be expected, after bankruptcy the vast majority
        of the bailout funds are no longer legal obligations
        of the newly-structured GM and Chrysler.

    --  If Americans are to believe public officials' claims
        that the government will eventually reprivatize the
        auto industry, the necessity of a thoughtful exit plan
        is essential.  However, at this time no such plan exists,
        making it likely that the Treasury will not recover its
        investment.

"[T]he bailout has created moral hazard problems, inadvertently
handicapping the progress of stronger, non-subsidized producers,"
Professor Hopkins concluded.  "The problems extend beyond just the
auto industry, as favored status for one financial company and its
bank necessarily complicates prospects for non-subsidized rivals.
The time has come to stop such bailouts, and in an orderly way, to
seek at least some recovery for taxpayers."

                 About the Author and the Study

Thomas D. Hopkins is Professor of Economics at Rochester Institute
of Technology. For more information please visit
http://people.rit.edu/tdhbbu/main.htm.

The Auto Bailout - A Taxpayer Quagmire is based on data obtained
from the Government Accountability Office and Treasury reports on
the Troubled Asset Relief Program.  The study was sponsored by the
National Taxpayers Union (NTU), a nonpartisan, nonprofit citizen
organization founded in 1969 to work for lower taxes, smaller
government, accountability from public officials, and economic
freedom at all levels.


* BOOK REVIEW: Small Business Bankruptcy Reorganization
-------------------------------------------------------
Editors:  James A. Pusateri, Karen S. Kressin, and James J.
O'Malley
Publisher: Beard Books
Softcover: 663 pages
List Price: $34.95
Review by Henry Berry

Small Business Bankruptcy Reorganization, first published in 1994,
covers most of the pertinent issues for parties on both sides of a
bankruptcy proceeding-namely, business owners and creditors.
Anyone involved in a small business bankruptcy in any capacity
will find this book to be especially useful.  Each chapter is
written by a different author with extensive experience in
bankruptcy proceedings.  The authors are heavily concentrated in
the Midwest, the state of Kansas in particular, and the three
coeditors have all been involved in the Kansas legal and court
systems with respect to bankruptcies.

For most readers, the work is not one they will read through from
beginning to end.  Rather, it is an estimable reference that small
businesspersons or creditors can tap for answers and counsel on
legal steps, paperwork, and decision-making.  The various issues
involved in a bankruptcy are not simply generalized, but the
book's multiple authors reflect an understanding that every
bankruptcy involves circumstances specific to the particular
business, its owners, and the types of creditors involved.  Each
of these components has to be carefully examined in order for the
bankruptcy to progress smoothly to an acceptable outcome for all
constituencies.

The editors and authors understand the variables and, in some
cases, the unprecedented factors that arise in small business
bankruptcies.  As the book instructs, a small business bankruptcy
can present special problems and does not "always comport with the
vision of the drafters of Chapter 11 of the Bankruptcy Code."
That is, while all bankruptcy legal proceedings call for certain
financial information to be disclosed and for a methodical legal
process to be followed, the variables of each case are
innumerable.  These variables make all the difference in the
outcome of a bankruptcy, and it is crucial for the parties to know
about them.  The value of this book is in providing such knowledge
for small businesspersons and creditors looking to pursue a
bankruptcy proceeding as economically as possible.

In Small Business Bankruptcy Reorganization, both small business
debtors and creditors have access to the substantive, pertinent
legalities entailed in bankruptcy, along with related commentary
and advice.  The book also offers a detailed table of contents
listing the subsections of the chapters and a detailed index where
the reader can readily find a specific topic.

Debtors and creditors alike will find the diverse chapters
contained in this book to be of value in helping them to
understand the nuances of a bankruptcy case and thus become better
prepared as each phase of a bankruptcy proceeding unfolds.

James A. Pusateri is a former Chief Judge of the United States
Bankruptcy Court for the District of Kansas, and a founding member
of the Bankruptcy Appellate Panel of the Tenth Circuit.  He has
also taught at Washburn Law School.  Karen Kressin is an attorney
licensed in Kansas and Colorado who has worked as a clerk for
Judge Pusateri.  James J. O'Malley is also an attorney who has
been a clerk for judges of higher courts in Kansas.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **