TCR_Public/091123.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 23, 2009, Vol. 13, No. 324

                            Headlines

1091 RIVER AVENUE: Case Summary & 17 Largest Unsec. Creditors
895 WEST BEECH: Voluntary Chapter 11 Case Summary
ACCENTIA BIOPHARMA: Wants Plan Filing Extended until December 4
ACCURIDE CORP: Disclosure Statement Hearing on December 18
ADESA INC: Bank Debt Trades at 6% Off in Secondary Market

ADVANCED CELL: Disclose Terms of Employment Deal with Lanza
ADVANCED CELL: Registers 176,802,658 Shares for Resale
ADVANCED CELL: Reports $1,204,274 Net Loss for Sept. 30 Quarter
ADVANCED MICRO: Reinstates Annual Base Salaries of Execs
ADVANTA CORP: Says October Credit-Card Defaults Rose to 34.99%

ADVANTA CORP: Ventures, 3 Others Follow Parent to Chapter 11
ADVANTA CORP: Updated Chapter 11 Case Summary & Creditors' List
ADVANTA CORP: Withdraws March 13 Registration Statement Offering
AFKHAM LLC: Voluntary Chapter 11 Case Summary
ALL LAND INVESTMENTS: Seeks to Obtain Financing, Cash Use

AMACORE GROUP: Delays September 30 Quarter Filing
AMACORE GROUP: Sells Vicis 600 shares of Series L Preferreds
AMERICAN BUSINESS: 2 Law Firms Receive $30MM Contingent Fee Award
AMERICAN CONSOLIDATED: Reaches Debt Forbearance Agreement
AMR CORP: JAL Alliance Won't Affect S&P's 'B-' Rating on AMR

AMERICAN HOMEPATIENT: Posts $2.7 Million Net Loss in Q3 2009
ART ADVANCE: Has Deal with Dorsky Worldwide on Restructuring Plan
ASHFORD HOSPITALITY: Refinances to Extend Loan Maturities
AXIANT LLC: Files Chapter 11 to Sell Business to NCO Group
AXIANT LLC: Case Summary & 20 Largest Unsecured Creditors

BEACH SUNRISE: Case Summary & 3 Largest Unsecured Creditors
BEARINGPOINT INC: Closes Sale of Korea Unit to BPH Corp.
BEARINGPOINT INC: Cogility & Ciera Buy Back Shares of Stock
BOULDER-LV LLC: Case Summary & 10 Largest Unsecured Creditors
CALIFORNIA COASTAL: Asks Court Okay to Sell Homes

CALTEX HOLDINGS: Case Converted to Chapter 7 Liquidation
CAMP COOLEY: Gets Interim Nod to Use Cash Collateral
CAROLINA SITE: Case Summary & 5 Largest Unsecured Creditors
CDW INC: S&P Affirms 'B-' Rating, Changes Outlook to Stable
CHARTER COMMS: Lenders Want Judge to Block Bankruptcy Exit

CIRCUIT CITY: Plan Confirmation Hearing Continued to Dec. 21
CIRCUIT CITY: Ryan Wants to Compel Assumption of Pact
CIRCUIT CITY: Wins Nod for Pact With Prepetition Lenders
CIT GROUP: Bonds Valued at 68.125 Cents to Settle CD Swaps
CIT GROUP: Discloses L/C Facility Fees to Bank of America

CIT GROUP: Files Amendments to $3 Bil. Financing Agreements
CIT GROUP: Incurs $1.07 Billion Net Loss for Third Quarter
CIT GROUP: Klayman Probing Brokerage Firms on InterNotes
CITIGROUP INC: Fitch Revises 'B'' Trust Pref. Rating to Positive
CLAIRE'S STORES: Bank Debt Trades at 22% Off in Secondary Market

CLARIENT INC: Obtained Waiver of Non-Compliance From Gemino
CLEARWIRE COMMUNICATIONS: S&P Retains 'B+' Rating on Secured Notes
COASTAL DINING: Voluntary Chapter 11 Case Summary
COBALIS CORP: Confirms Filing of 5-Count Lawsuit Against Yorkville
COLMAR USA: Voluntary Chapter 11 Case Summary

COMMERCE BANK, FLORIDA: Stillwater Bank Assumes All Deposits
CONNECTOR 2000: S&P Downgrades Rating on Bonds to 'C' From 'CC'
CONSECO INC: Subsidiary Inks Reinsurance Agreement with Wilton
CONSTELLATION BRANDS: Bank Debt Trades at 5.39% Off
COREL CORP: Directors Approve Vector's US$4 Per Share Tender Offer

COREL CORP: ESW Says Shares Undervalued; Ups Stake to 17.4%
CR GAS: Bank Debt Trades at 6.4% Off in Secondary Market
CRABTREE & EVELYN: Can Solicit Votes for Amended Chapter 11 Plan
CRAYHON RESEARCH: Case Summary & 20 Largest Unsecured Creditors
CROWN UNLIMITED: 7th Cir. Concludes LBO Transaction Was Wrong

CRUSADER ENERGY: Jones Energy's $289MM Offer Wins Auction
DANIEL SANDOVAL: Case Summary & 10 Largest Unsecured Creditors
DATATEL INC: Moody's Assigns Corporate Family Rating at 'B1'
DELPHI CORP: Appaloosa Settles Charges on Botched Buyout
DELPHI CORP: Had $2.6 Billion Net Loss for Third Quarter

DELPHI CORP: Wants Off-Calendar Motions Dismissed
DELSECUR CORP: To Sell IP to QTECH; Montreal Unit in Bankruptcy
DELTA AIR: Mulled Offer to JAL Won't Affect S&P's 'B' Rating
DIAMOND BAY LLC: Case Summary & 20 Largest Unsecured Creditors
DIMATION INC: Case Summary & 20 Largest Unsecured Creditors

DJO FINANCE: Moody's Affirms Corporate Family Rating at 'B2'
DOLLAR GENERAL: Bank Debt Trades at 6% Off in Secondary Market
DRYSHIPS INC: Acquires Two Panamax Vessels for $75.76 Million
DRYSHIPS INC: Files Prospectus on 22MM Common Shares Offering
DRYSHIPS INC: Unveils $300 Mil. Convertible Senior Notes Offering

EASTON-BELL SPORTS: S&P Gives Positive Outlook; Keeps 'B-' Rating
EDGE PETROLEUM: Creditor Objects To Sale Over Lease Interests
EDRA BLIXSETH: Personal Items Auctioned Off on November 21
ELITE ELECTRIC: Voluntary Chapter 11 Case Summary
ENERGY FOCUS: Receives Non-Compliance Notice From NASDAQ

ENERGY XXI: Moody's Upgrades Corporate Family Rating to 'Caa2'
ENTEROMEDICS INC: Receives Notice of NASDAQ Listing Deficiencies
ERICKSON RETIREMENT: Gets Nod to Amend Charleston Pact
ERICKSON RETIREMENT: Panel Proposes Bracewell as Counsel
ERICKSON RETIREMENT: Says Sec. 333 Ombudsman Not Necessary

EUGENE PRICE: Case Summary & 20 Largest Unsecured Creditors
EXTENDED STAY: Creditors Committee Down to Four Members
EXTENDED STAY: Proposes January 15 Claims Bar Date
EXTENDED STAY: Wants $4 Million Budget Slashed
EXTENDED STAY: Wants to Revise $18MM Repayment Terms to U.S. Bank

EZIAGU PROPERTIES: Case Summary & 8 Largest Unsec. Creditors
F & F LLC: Case Summary & 20 Largest Unsecured Creditors
FAIRCHILD CORP: Court Sets December 17 Plan Confirmation Hearing
FILENE'S BASEMENT: Plan Offers 75% Return to Unsecured Creditors
FOUNTAIN VILLAGE: Case Summary & 20 Largest Unsecured Creditors

FRANK J GOMES: Gets Interim Nod to Use Cash Collateral
FRANK J. GOMES: Sec. 341 Meeting Set for December 21
GAINEY CORP: Court Sets Plan Confirmation Hearing for December 7
GARY PETER: Case Summary & 16 Largest Unsecured Creditors
GATEHOUSE MEDIA: Bank Debt Trades at 66% Off in Secondary Market

GATEWAY ETHANOL: Court Approves DIP Loan Hike to $8.8 Million
GATEWAY ETHANOL: Wants Plan Exclusivity Extended for 60 Days
GEMCRAFT HOMES: Can Hire Garden City Group as Claims Agent
GEMCRAFT HOMES: Wants Kramon & Graham as Special Counsel
GEMCRAFT HOMES: Can Enter Into Sale Contracts for Homes

GEMCRAFT HOMES: Gets OK to Secure $25MM DIP Financing From Regions
GEMCRAFT HOMES: U.S. Trustee Names Seven-Member Committee
GENERAL MOTORS: Escrowed Proceeds From Treasury Loans Released
GENERAL MOTORS: Files Report on Controlling Interests
GENERAL MOTORS: New GM Reports Update on Long-Term Incentive Plan

GRAY TELEVISION: Bank Debt Trades at 14% Off
GREATER ATLANTIC: Deadline to Close MidAtlantic Merger Extended
GREEKTOWN HOLDINGS: Now Backing Noteholders' Plan
GRUBB & ELLIS: Annual Stockholders' Meeting on December 17
GRUBB & ELLIS: Mike Kojaian Reports 33.9% Equity Stake

GSI GROUP: Files for Bankruptcy to Implement Pre-Arranged Plan
GSI GROUP: Case Summary & 30 Largest Unsecured Creditors
HAJ JAVAD LLC: Voluntary Chapter 11 Case Summary
HARD ROCK CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
HAWAIIAN TELCOM: Court's Confirmation Order on Amended Plan

HAWAIIAN TELCOM: Has Nod to Use Cash Through December 31
HAWKER BEECHCRAFT: Bank Debt Trades at 27% Off in Secondary Market
HCA INC: Bank Debt Trades at 7% Off in Secondary Market
HEARTLAND RESOURCES: Receiver Tapped In $14M Securities Case
HERBST GAMING: Reports $385,000 Net Income in Q3 2009

GSI GROUP: Case Summary & 30 Largest Unsecured Creditors
HAJ JAVAD LLC: Voluntary Chapter 11 Case Summary
HARD ROCK CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
IDEARC: Reaches Deal for Reorganization Plan with Creditor Groups
IMAX CORP: S&P Raises Corporate Credit Rating to 'B-' From 'CCC+'

INFOLOGIX INC: Closes Restructuring of Hercules Debt
INSIGHT HEALTH: Posts $6.32 Million Net Loss for Sept. 30 Quarter
INSIGHT MIDWEST: Bank Debt Trades at 7% Off in Secondary Market
INTELSAT CORP: Bank Debts Trade at 7% Off in Secondary Market
INTERLINE BRANDS: S&P Changes Outlook to Stable; Holds BB- Rating

IPCS INC: Gabelli Funds Discloses Ownership of 3.71% of Common
IPCS INC: Greywolf Capital Discloses 8.2% Equity Stake
IPCS INC: Inks Settlement Agreement with Shareholders
IPCS INC: Sprint Nextel Files Amendment No. 2 to Tender Offer
IXI MOBILE: Fails to File Form 10-Q for September 30, 2009

J D MOODY FINISHING SERVICES: Voluntary Chapter 11 Case Summary
J2 INVESTMENTS: Wants Curtis Law Firm as Bankruptcy Counsel
J.J. RE-BAR: 9th Cir. Gives IRS Okay to Pursue Owners for Taxes
JOHN MICHAEL RINAS: Case Summary & 9 Largest Unsecured Creditors
JOHNSONDIVERSEY HOLDINGS: Moody's Assigns 'Caa1' Rating on Notes

JOHNSONDIVERSEY HOLDINGS: S&P Assigns 'B-' Senior Debt Rating
LAS VEGAS SANDS: Bank Debt Trades at 17% Off in Secondary Market
LATSHAW DRILLING: Can Hire Mark Craige as Bankruptcy Counsel
LATSHAW DRILLING: Asks Court Nod to Use Cash Collateral
LATSHAW DRILLING: Can Hire Christopher Belmonte as Special Counsel

LEHMAN BROTHERS: LBI Trustee's Interim Report for May-November
LEHMAN BROTHERS: Propose to Issue Subpoenas for Deposition
LEHMAN BROTHERS: To File Reorg. Plan Outline by 1Q 2010
LEHMAN BROTHERS: U.K. Court Rejects Plan; PwC Looks at Alternative
LEVEL 3 COMMS: Bank Debt Trades at 16% Off in Secondary Market

LEXINGTON PRECISION: Delays Filing of Form 10-Q for Q3 2009
LIZ CLAIBORNE: Moody's Downgrades Corporate Family Rating to 'B3'
LYONDELL CHEMICAL: Reliance Offers to Acquire Controlling Stake
MAYSLAKE VILLAGE: BofA Foreclosure Action Prompts Ch. 11 Filing
MERCER INTERNATIONAL: Reports EUR16,049,000 Net Loss for Q3 2009

MERCURY COMPANIES: Court Approves Plan Filing Until January 4
MERIDIAN RESOURCE: Fortis Forbearance Pact Expires Today
METCALF PAVING: Blames Some Staff Members & Supplier for Bankr.
METRO-GOLDWYN-MAYER: Bank Debt Trades at 36% Off
METROPOLITAN MORTGAGE: State Farm Wants to Know Who to Pay

MIHAELA MARIA MICU: Case Summary & 19 Largest Unsecured Creditors
MILACRON INC: Will Not Be Able to File Form 10-Q for Q3 2009
MOONLIGHT BASIN MEZZ: Voluntary Chapter 11 Case Summary
MORTGAGES LTD: Investors Tried To Stymie Plan, Agent Says
NATIONAL CONSUMER COOP: Noteholders Sign Forbearance Agreement

NEUMANN HOMES: Plan Outline Hearing Continued to December 9
NEUMANN HOMES: Proposes Settlement with GMAC Model
NEW LEAF BRANDS: Sept. 30 Balance Sheet Upside-Down by $6.1-Mil.
NORBERTO SEDA ORTIZ: Auto Dealer Owner's Discharge Upheld
NORTEL NETWORKS: EU Signs Off On Avaya-Nortel Deal

NORTEL NETWORKS: Ciena Corp. Sweetens Ethernet Offer to $714MM
NORTH CAROLINA MEDICAL: Fitch Upgrades Ratings on Bonds to 'BB+'
OLD MERRILL DEVELOPMENT: Case Summary & 3 Largest Unsec. Creditors
OPAL CONCEPTS: Court Dismisses Chapter 11 Reorganization Case
OPUS SOUTH: Asks for March 1 Extension to Lease Decision Period

OPUS WEST: Critical Employees Bonus Program Approved
OPUS SOUTH: Greenberg Traurig Charges $333,000 for Sept. Work
PACIFIC LIFESTYLE: Has Until February 26 to File Chapter 11 Plan
PECANS OF QUEEN: Can Hire Michael W. Carmel as Bankruptcy Counsel
PECANS OF QUEEN: Sec. 341 Meeting Set for December 17

PETCO ANIMAL: Bank Debt Trades at 6% Off in Secondary Market
PHOENIX FOOTWEAR: Faces Nov. 30 Deadline to Repay Wells Fargo Loan
PHOENIX FOOTWEAR: Tannenbaum, Greenwood Disclose 17.4% Stake
PINNACLE FOODS: Moody's Reviews 'B2' Corporate Family Rating
PRICE OIL COMPANY: Case Summary & 20 Largest Unsec. Creditors

RANCHER ENERGY: Delays Filing of Form 10-Q for 2009 Third Quarter
READER'S DIGEST: Refutes U.S. Trustee's Criticism of Plan
REALOGY CORP: Bank Debt Trades at 16% Off in Secondary Market
RITE AID: Bank Debt Trades at 14% Off in Secondary Market
ROGER RAY: Case Summary & 18 Largest Unsecured Creditors

RLL LLC: Voluntary Chapter 11 Case Summary
ROTHSTEIN ROSENFELDT: Judge Accused of Corruption
ROTHSTEIN ROSENFELDT: Money Disappeared from Accounts Last Month
SBARRO INC: Posts $24.5 Million Net Loss for Sept. 27 Quarter
SEITEL INC: Files Form 10-Q for Q3 2009; Revenue Down 58%

SHILOH INDUSTRIES: Enters Fourth Amendment to Credit Agreement
SIMMONS BEDDING: Proposed Sale Has Regulator Okay
SMURFIT-STONE: 290 Claims Change Hands for October
SMURFIT-STONE: Increases Prices of Latin America Exports
SMURFIT-STONE: Reports on Entities in Which They Have Interest

SPANISH BROADCASTING: S&P Gives Pos. Outlook; Keeps 'CCC+' Rating
STALLION OILFIELD: To Present Plan for Confirmation Jan. 12
STANDARD FORWARDING: U.S. Trustee Names Five-Member Committee
STANDARD FORWARDING: Sec. 341 Meeting Set for December 16
STANDARD FORWARDING: Gets Interim Nod for Cash Collateral Use

STANDARD FORWARDING: Taps Adelman & Gettleman as Bankr. Counsel
STANDARD FORWARDING: Taps Rafool & Bourne as Local Counsel
STATION CASINOS: Judge Rejects Boyd's Examiner Plea
STATION CASINO: Insiders Drove Firm Into Bankruptcy, Union Says
SWIFT TRANSPORTATION: Bank Debt Trades at 13.17% Off

TARRAGON CORP: Reaches Deal with Kushner Cos. for Exit Financing
TAVERN ON THE GREEN: NachmanHaysBrownstein Hired as Fin'l Advisor
TAYLOR-WHARTON: Gets Authority to Access Up to $20MM DIP Financing
TD AMERITRADE: Bank Debt Trades at 3.22% Off in Secondary Market
TELESAT CANADA: Bank Debt Trades at 6% Off in Secondary Market

TELTRONICS INC: Sept. 30 Balance Sheet Upside-Down by $4,551,000
TENNECO INC: Fitch Upgrades Issuer Default Rating to 'B'
TEXANS CUSO: Names New President; NCIS Division VP Resigns
TINY HANDS DAY CARE: Case Summary & 7 Largest Unsecured Creditors
TLC VISION: Forbearance Expires; Continues Talk with Lenders

TLC VISION: Reports $10 Million Net Loss for Sept. 30 Quarter
TRIBUNE CO: Bank Debt Trades at 49% Off in Secondary Market
TRONOX INC: Begins Omnibus Claims Objections
TRONOX INC: Kirkland & Ellis Bills $4.5 Mil. for April-August
TRONOX INC: Objects to Equity Panel Retention of Eureka/Young

TRUMP ENTERTAINMENT: Donald Trump Ends Pact with Mgt. and Beal
TRW AUTOMOTIVE: Fitch Upgrades Senior Unsec. Notes to 'B-/RR5'
TUMBLEWEED INC: Plan Provides for Asset Transfer to TWIN Mgt.
UNITED RENTALS: Fitch Assigns 'B+' Rating on Senior Unsec. Notes
UNIVERSITY SHOPPES: Voluntary Chapter 11 Case Summary

VERASUN ENERGY: Brualdi Law Firm Files Lawsuit Against Firm
VERASUN ENERGY: Shalov Stone Files Class Action Against Ex-Execs
VERICA KOTEVSKI: Case Summary & 20 Largest Unsecured Creditors
VISTEON CORP: Bank Debt Trades at 9.3% Off in Secondary Market
VISTEON CORP: Liquidity Solutions Buys $530,000 Claims

VISTEON CORP: Sells Assets, Equipment at Eureka Plant
VISTEON CORP: William Gray Resigns From Board of Directors
WABASH NATIONAL: Delays Registration Statement on 24.7MM Shares
WALL STREET MART: Case Summary & 5 Largest Unsecured Creditors
WATERBROOK PENINSULA: Plan Confirmation Hearing Set for Dec. 9

WESTERN REFINING: Bank Debt Trades at 5% Off in Secondary Market
W.R. GRACE: 430 Asbestors Property Damage Claims Still Outstanding
W.R. GRACE: Pulv, et al., Transfer Claims to Debt Acquisition
W.R. GRACE: Stipulations Settling Asbestos Damage Claims
YELLOWSTONE CLUB: Blixseths' Personal Items Auctioned Off

YL WEST: Asks Court OK to Obtain $30MM Financing From Arko

* 2009's Bank Closings Rise to 124 as Florida Bank Shut Friday
* Argentine Debt Default,  Restructuring Hit Investors in the U.S.
* Canadian Bankruptcies Rose 43% in September From Year Ago

* Anabel Hernandez Joins Hughes Watters
* Ernst & Young Expands Restructuring & Working Capital Services
* Sidley Austin Launches London Dispute Resolution Practice

* BOND PRICING: For Week From November 16 to Nov. 20, 2009

                            *********

1091 RIVER AVENUE: Case Summary & 17 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: 1091 River Avenue, LLC
        PO Box 708
        Lakewood, NJ 0870

Bankruptcy Case No.: 09-41242

Chapter 11 Petition Date: November 19, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: Barry W. Frost, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  Email: bfrost@teichgroh.com

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

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

According to the schedules, the Company has assets of $4,620,000
and total debts of $6,595,100.

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

             http://bankrupt.com/misc/njb09-41242.pdf

The petition was signed by Fred Todd.


895 WEST BEECH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 895 West Beech Realty LLC
        891-895 West Beech Street
        Long Beach, NY 11561

Bankruptcy Case No.: 09-78963

Chapter 11 Petition Date: November 20, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Robert M. Fox, Esq.
                  630 Third Avenue
                  New York, NY 10017
                  Tel: (212) 867-9595
                  Fax: (212) 949-1857
                  Email: Robert@rfoxlaw.com

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

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

According to the schedules, the Company has assets of $1,285,000,
and total debts of $719,000.

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

The petition was signed by Marvin Neuman, president of the
Company.


ACCENTIA BIOPHARMA: Wants Plan Filing Extended until December 4
---------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., et al., ask the U.S. Bankruptcy
Court for the Middle District of Florida to approve an extension
of their exclusive period to file a Chapter 11 Plan until Dec. 4,
2009.

Lenders Laurus Master Fund, Ltd., and its affiliates signed, for
the second time, a stipulation constenting to an extension of
Accentia's plan filing periods.  Laurus agreed that if the Debtors
file a plan of reorganization on or before Dec. 4, the Debtors
will continue to have the exclusive rights to solicit acceptances
of that plan until Jan. 31, 2010.

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

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

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


ACCURIDE CORP: Disclosure Statement Hearing on December 18
----------------------------------------------------------
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.


ADESA INC: Bank Debt Trades at 6% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which ADESA, Inc., is a
borrower traded in the secondary market at 94.30 cents-on-the-
dollar during the week ended Friday, Nov. 20, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.55 percentage points
from the previous week, The Journal relates.  The loan matures on
Oct. 21, 2013.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among 178 widely quoted syndicated
loans with five or more bids in secondary trading in the week
ended Nov. 20.

                         About ADESA Inc.

Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) --
http://www.adesainc.com/-- offers used- and salvage-vehicle
redistribution services to automakers, lessors, and dealers in the
US, Canada, and Mexico.  ADESA operates about 60 whole car auction
sites; it also offers such ancillary services as logistics,
inspections, evaluation, titling, and settlement administration.
The company collects fees from buyers and sellers on each auction
and from its extra services.  In 2007, ADESA was acquired by a
group of private equity funds, KAR Holdings, Inc.


ADVANCED CELL: Disclose Terms of Employment Deal with Lanza
-----------------------------------------------------------
Advanced Cell Technology, Inc., reports that on October 1, 2009,
it entered into an employment agreement with Robert Lanza, the
Company's chief scientific officer since October 2007.  Pursuant
to the Agreement, the parties agreed as follows:

     -- Robert P. Lanza will continue to serve as the Company's
        chief scientific officer, for a term of two years
        commencing on the Effective Date, subject to earlier
        termination as provided therein.

     -- The Company will pay Mr. Lanza a base salary of $375,000
        per annum, which may be increased during the term at the
        sole discretion of the Company's board of directors.  The
        Company may also pay Mr. Lanza annual bonuses in the
        Company's sole discretion.

     -- The Company will recommend to the Company's board of
        directors that the Company issue to Mr. Lanza restricted
        common stock in an amount equal to the greater of (a)
        20,000,000 shares or (b) 3% of any newly authorized
        employee stock pool.  Such issuance will be made by no
        later than the January 2010 meeting of the board of
        directors.

     -- If Mr. Lanza's employment under the Agreement is
        terminated by the Company without cause, the Company will
        pay Mr. Lanza severance of one year's base salary.

                        About Advanced Cell

Based in Worcester, Massachusetts, Advanced Cell Technology, Inc.,
is a biotechnology company focused on developing and
commercializing human embryonic and adult stem cell technology in
the emerging fields of regenerative medicine.  Principal
activities to date have included obtaining financing, securing
operating facilities, and conducting research and development.
The Company has no therapeutic products currently available for
sale and does not expect to have any therapeutic products
commercially available for sale for a period of years, if at all.
The Company's ability to continue its research and development
activities is dependent upon the ability of management to obtain
additional financing as required.

At September 30, 2009, the Company had $6,380,040 in total assets
against $75,147,467 in total liabilities, resulting in $70,817,898
in stockholders' deficit.  At September 30, 2009, the Company had
$1,297,592 in total current assets against $66,275,699 in total
current liabilities.

The Company has noted it has losses from operations, negative cash
flows from operations, a substantial stockholders' deficit and
current liabilities exceed current assets.  The Company may thus
not be able to continue as a going concern and fund cash
requirements for operations through the next 12 months with
current cash reserves.  The Company was able to raise additional
cash during the third quarter of 2009.  Notwithstanding success in
raising capital, there continues to be substantial doubt about the
Company's ability to continue as a going concern.


ADVANCED CELL: Registers 176,802,658 Shares for Resale
------------------------------------------------------
Advanced Cell Technology, Inc., filed with the Securities and
Exchange Commission a preliminary prospectus relating to the
public offering of up to 176,802,658 shares of common stock, par
value $.001 per share, by selling stockholders.

The selling stockholders may sell Common Stock from time to time
in the principal market on which the stock is traded at the
prevailing market price or in negotiated transactions.

The Company will not receive any of the proceeds from the sale of
Common Stock by the selling stockholders.  The Company will pay
the expenses of registering these shares.

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board and trades under the symbol "ACTC".   The last
reported sale price of the common stock on the Over-the-Counter
Bulletin Board on November 16, 2009, was approximately $0.10 per
share.

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

                http://ResearchArchives.com/t/s?49f7

                        About Advanced Cell

Based in Worcester, Massachusetts, Advanced Cell Technology, Inc.,
is a biotechnology company focused on developing and
commercializing human embryonic and adult stem cell technology in
the emerging fields of regenerative medicine.  Principal
activities to date have included obtaining financing, securing
operating facilities, and conducting research and development.
The Company has no therapeutic products currently available for
sale and does not expect to have any therapeutic products
commercially available for sale for a period of years, if at all.
The Company's ability to continue its research and development
activities is dependent upon the ability of management to obtain
additional financing as required.

At September 30, 2009, the Company had $6,380,040 in total assets
against $75,147,467 in total liabilities, resulting in $70,817,898
in stockholders' deficit.  At September 30, 2009, the Company had
$1,297,592 in total current assets against $66,275,699 in total
current liabilities.

The Company has noted it has losses from operations, negative cash
flows from operations, a substantial stockholders' deficit and
current liabilities exceed current assets.  The Company may thus
not be able to continue as a going concern and fund cash
requirements for operations through the next 12 months with
current cash reserves.  The Company was able to raise additional
cash during the third quarter of 2009.   Notwithstanding success
in raising capital, there continues to be substantial doubt about
the Company's ability to continue as a going concern.


ADVANCED CELL: Reports $1,204,274 Net Loss for Sept. 30 Quarter
---------------------------------------------------------------
Advanced Cell Technology, Inc., recorded a net loss of $1,204,274
for the three months ended September 30, 2009, from a net loss of
$12,601,642 for the same period a year ago.  The Company posted a
net loss of $49,640,954 for the nine months ended September 30,
2009, from a net loss of $27,710,718 for the same period a year
ago.

Revenue -- through license fees and royalties -- was $248,141 for
the three months ended September 30, 2009, from $242,195 for the
same period a year ago.  Revenue was $785,112 for the nine months
ended September 30, 2009, from $540,926 for the same period a year
ago.

At September 30, 2009, the Company had $6,380,040 in total assets
against $75,147,467 in total liabilities, resulting in $70,817,898
in stockholders' deficit.  At September 30, 2009, the Company had
$1,297,592 in total current assets against $66,275,699 in total
current liabilities.

                           Going Concern

The Company noted it has losses from operations, negative cash
flows from operations, a substantial stockholders' deficit and
current liabilities exceed current assets.  The Company may thus
not be able to continue as a going concern and fund cash
requirements for operations through the next 12 months with
current cash reserves.  The Company was able to raise additional
cash during the third quarter of 2009.   Notwithstanding success
in raising capital, there continues to be substantial doubt about
the Company's ability to continue as a going concern.

During September 2009, the Company received $1,020,000 under its
convertible promissory notes with JMJ Financial, originally
executed on February 14, 2008.

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?49f6

                       Volation Transaction

On October 19, 2009, Advanced Cell entered into two letter
agreements with Volation Capital Partners LLC doing business as
Volation Life Sciences Capital Partners, LLC, pursuant to which
(i) the Company reduced the Conversion price of its outstanding
Series A-1 Convertible Preferred Stock issued to Volation to $.10
per share resulting in 22,880,000 shares of Common Stock upon
conversion, (ii) issued Volation 2,500,000 shares of its Common
Stock and (iii) Volation waived the delinquency in  non-payment of
the Commitment fee required pursuant to the Preferred Stock
Purchase Agreement between the Company and Volation.

In connection with an amendment to an agreement between the
Company and JMJ Financial, dated October 1, 2009, on October 1,
2009, the Company borrowed $1,000,000 and issued a convertible
promissory note for $1,200,000.  The Company shall pay a one-time
interest payment of 10% of the principal of the promissory note
which is due on the maturity date of the promissory note, which is
October 1, 2012.   The promissory note is convertible into shares
of the Company's Common Stock at a conversion price of the lesser
of (i) $.25 per share or (ii) eighty percent of the average of the
three lowest trade prices in the 20 trading days prior to the
conversion.

In connection with an amendment to an agreement between the
Company and JMJ Financial, dated October 1, 2009, on October 1,
2009, the Company borrowed $1,000,000 and issued a Secured &
Collateralized Promissory Note.  The Company will pay a one-time
interest payment of 12% of the principal of the promissory note
which is due on the maturity date of the promissory note, which is
October 1, 2012.   The promissory note is secured by $1,000,000 of
a money market fund or other assets of the Company.

On November 2, 2009, the Company entered into a preferred stock
purchase agreement with Optimus Capital Partners, LLC, doing
business as Optimus Life Sciences Capital Partners, LLC.  Pursuant
to the Purchase Agreement:

     -- The Company agreed to sell, and the Investor agreed to
        purchase, in one or more purchases from time to time in
        the Company's sole discretion, (i) up to 1,000 shares of
        Series B Preferred Stock at a purchase price of $10,000
        per share, for an aggregate purchase price of up to
        $10,000,000, and

     -- five-year warrants to purchase shares of the Company's
        common stock  with an aggregate exercise price equal to
        135% of the purchase price paid by the Investor, at an
        exercise price per share equal to the closing bid price of
        the Company's common stock on the date the Company
        provides notice of such Tranche.  The Warrants will be
        issued in replacement of a five-year warrant to purchase
        119,469,027 shares of common stock with an exercise price
        per share of $0.113 the Company issued on the Effective
        Date.

     -- the Company agreed to pay to the Investor a commitment fee
        of $500,000, at the earlier of the closing of the first
        Tranche or the six month anniversary of the Effective
        Date, payable at the Company's election in cash or common
        stock valued at 90% of the volume weighted average price
        of the Company's common stock on the five trading days
        preceding the payment date.

     -- the Company agreed to use its best efforts to file within
        60 days of the Effective Date, and cause to become
        effective as soon as possible thereafter, a registration
        statement with the Securities and Exchange Commission for
        the resale of all shares of common stock issuable pursuant
        to the Purchase Agreement, including the shares of common
        stock underlying the Warrants, and shares issuable in
        payment of the Commitment Fee.

On November 3, 2009, the Company filed a certificate of
designations for the Series B Preferred Stock.  The Preferred
Shares shall, with respect to dividend, rights upon liquidation,
winding-up or dissolution, rank: (i) senior to the Company's
common stock, and any other class or series of preferred stock of
the Company, except Series A-1 Convertible Preferred Stock which
shall rank senior in right of liquidation and pari passu with
respect to dividends; and (ii) junior to all existing and future
indebtedness of the Company.  In addition, the Preferred Shares
(a) shall accrue dividends at a rate of 10% per annum, payable in
Preferred Shares, (ii) shall not have voting rights, and (iii) may
be redeemed at the Company's option, commencing 4 years from the
issuance date at a price per share of (a)  $10,000 per share plus
accrued but unpaid dividends, or, at a price per share of: (x)
127% of the Series B Liquidation Value if redeemed on or after the
first anniversary but prior to the second anniversary of the
initial issuance date, (y) 118% of the Series B Liquidation Value
if redeemed on or after the second anniversary but prior to the
third anniversary of the initial issuance date, and (z) 109% of
the Series B Liquidation Value if redeemed on or after the third
anniversary but prior to the fourth anniversary of the initial
Issuance Date.

On November 12, 2009, the Company entered into a subscription
agreement with certain subscribers.  The Company agreed to sell,
and the Subscribers agreed to purchase, subject to the terms and
conditions therein, promissory notes in the principal amount of a
minimum of $2,400,000, for a purchase price of a minimum of
$2,000,000.  The Notes will be convertible into shares of the
Company's common stock at a conversion price of $0.10. Pursuant to
the Subscription Agreement, the Company also agreed to issue (i)
one-and-one third Class A warrants for each two shares of common
stock underlying the Notes, to purchase shares of the Company's
common stock with a term of five years and an exercise price of
$0.108, (ii) additional investment rights, exercisable until 9
months after the second closing date of the Subscription
Agreement, to purchase (a) promissory notes in the principal
amount of up to $2,400,000, for a purchase price of up to
$2,000,000, with a conversion price of $0.10, and (b) one-and-one
third Class B warrants for each two shares of common stock
underlying the AIR Notes, to purchase shares of the Company's
common stock with a term of five years and an exercise price of
$0.108.

The Company will be required to redeem the Notes monthly
commencing in May 2010, in the amount of 14.28% of the initial
principal amount of the Notes, in cash or common stock at the
Company's option (subject to the conditions set forth in the
Notes), until the Notes are paid in full.

The initial closing under the Subscription Agreement occurred on
November 12, 2009, pursuant to which, the Company sold Notes in
the principal amount of $1,662,000, for a purchase price of
$1,385,000, and issued 11,080,000 Class A Warrants and Additional
Investment Rights for the purchase of (a) up to $3,324,000
principal amount of AIR Notes for a purchase price of up to
$2,770,000 and (b) up to 22,160,000 Class B Warrants.  In
addition, on November 13, 2009, the Company sold Notes in the
principal amount of $441,000 for a purchase price of $367,500
(including $135,000 paid for in forgiveness of legal fees owed to
a subscriber) and issued Additional Investment Rights for the
purchase of (a) up to $881,000 principal amount of Notes for a
purchase price of up to $735,000 and (b) up to 5,873,333 Class B
Warrants.  The closing that occurred on November 13, 2009, was
deemed part of the initial closing.

The second closing under the Subscription Agreement will be within
90 days of the initial closing under the Subscription Agreement
and will be for the purchase of a minimum of $1,200,000 principal
amount of Notes, for a purchase price of a minimum of $1,000,000.

Immediately after the initial closing under the Subscription
Agreement, the Company had 613,885,468 shares of common stock
issued and outstanding.

                        About Advanced Cell

Based in Worcester, Massachusetts, Advanced Cell Technology, Inc.,
is a biotechnology company focused on developing and
commercializing human embryonic and adult stem cell technology in
the emerging fields of regenerative medicine.  Principal
activities to date have included obtaining financing, securing
operating facilities, and conducting research and development.
The Company has no therapeutic products currently available for
sale and does not expect to have any therapeutic products
commercially available for sale for a period of years, if at all.
The Company's ability to continue its research and development
activities is dependent upon the ability of management to obtain
additional financing as required.


ADVANCED MICRO: Reinstates Annual Base Salaries of Execs
--------------------------------------------------------
The Compensation Committee of the Board of Directors of Advanced
Micro Devices, Inc., on January 16, 2009, approved across-the-
board reductions to annual base salaries, including the annual
base salaries of all named executive officers, effective as of
February 1, 2009.  Effective November 16, 2009, the Compensation
Committee approved the reversal of these reductions commencing on
November 23, 2009.

As a result, the reinstated annual base salaries of the named
executive officers will be:

     (i) Mr. Derrick Meyer, the Company's President and Chief
         Executive Officer, reinstated from $720,000 to $900,000;

    (ii) Mr. Robert Rivet, the Company's Executive Vice President,
         Chief Operations and Administrative Officer, reinstated
         from $552,500 to $650,000; and

   (iii) Mr. Thomas McCoy, the Company's Executive Vice President,
         Legal, Corporate and Public Affairs, reinstated from
         $462,400 to $544,000. Because annual bonus targets are a
         percentage of annual base salary, the across-the-board
         increases, in effect, would also increase fiscal 2009
         annual bonus payments, if any.

                  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.


ADVANTA CORP: Says October Credit-Card Defaults Rose to 34.99%
--------------------------------------------------------------
Peter Eichenbaum at Bloomberg News reports that Advanta Corp. said
defaults rose to 34.99% in October, compared with 24.42% in the
previous month.

Loans at least 30 days overdue, a signal of future losses, fell to
11.67% on an annualized basis, from 12.62% in September, Advanta
said in a regulatory filing, according to Bloomberg.

Advanta, which cut off almost 1 million accounts as defaults
soared, has said its undercapitalized banking unit may be turned
over to regulators.  While the firm's bank isn't covered by the
filing, the unit may be put into a receivership run by the Federal
Deposit Insurance Corp., the company said in a statement.

                     About Advanta Corp.

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

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

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

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


ADVANTA CORP: Ventures, 3 Others Follow Parent to Chapter 11
------------------------------------------------------------
Advanta Ventures Inc., a unit of Advanta Corp., filed for Chapter
11 bankruptcy protection on November 20, 2009.

Advanta Ventures listed assets and debt of $100 million to $500
million in its bankruptcy petition (Bankr. D. Del. Case No.
09-14125).  Bank of New York Mellon Corp. is listed as the largest
unsecured creditor.

Advanta units BizEquity Corp., Ideablob Corp and Advanta Credit
Card Receivables Corp., also filed for Chapter 11, all listing
assets and debt of $100 million to $500 million.

                     About Advanta Corp.

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

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

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

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


ADVANTA CORP: Updated Chapter 11 Case Summary & Creditors' List
---------------------------------------------------------------
Debtor: Advanta Corp.
          aka Teacher Service Organization, Inc.
          aka TSO Financial Corp.
        Welsh & McKean Roads
        P.O. Box 844
        Spring House, PA 19477

Bankruptcy Case No.: 09-13931

Chapter 11 Petition Date: November 9, 2009

Debtor-affiliate filing separate Chapter 11 petitions on November
9, 2009:

    Entity                                 Case No.
    ------                                 --------
Advanta Corp.                              09-13931
Advanta Service Corp.                      09-13932
Advanta Business Services Holding Corp.    09-13933
Advanta Shared Services Corp.              09-13934
Advanta Business Services Holding Corp.    09-13935
Great Expectations Franchise Corp.         09-13936
Advanta Mortgage Corp. USA                 09-13937
Advanta Mortgage Holding Company           09-13938
Advanta Auto Finance Corporation           09-13939
Great Expectations Management Corp.        09-13940
Advantennis Corp.                          09-13941
Advanta Investment Corp.                   09-13942
Advanta Advertising Inc.                   09-13943
Advanta Finance Corp.                      09-13944
Great Expectations International Inc.      09-13945

Debtor-affiliates filing separate Chapter 11 petitions on November
20, 2009:

Advanta Ventures, Inc.                     09-14125
Advanta Credit Card Receivables Corp.      09-
Ideablob Corp.                             09-14129
Bizequity Corp.                            09-14130

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

About the Business: Spring House, Pennsylvania-based Advanta Corp.
                    (NASDAQ: ADVNB; ADVNA) -
                    http://www.advanta.com/-- manages one of the
                    nation's largest credit card portfolios
                    (through Advanta Bank Corp.) in the small
                    business market.  Founded in 1951, Advanta has
                    long been an innovator in developing and
                    introducing many of the marketing techniques
                    that are common in the financial services
                    industry. As of June 30, 2009, the Company had
                    $3,128,981,000 in assets against total
                    liabilities of $3,031,763,000.

Debtors' Counsel: Chun I. Jang, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: jang@rlf.com

                  Mark D. Collins, Esq.
                  Richards Layton & Finger
                  One Rodney Square
                  PO Box 551
                  Wilmington, DE 19899
                  Tel: (302) 6517531
                  Fax: (302) 651-7701
                  Email: collins@rlf.com

Debtors'
Financial
Advisor:         KPMG LLP

Debtors'
Claims Agent:      The Garden City Group, Inc.

Total Assets as of September 30, 2009: $363,000,000

Total Debts as of September 30, 2009: $331,000,000

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/deb09-13931.pdf

A. Advanta Corp.'s List of 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Bank of New York            Unsecured debt         $138,100,000
Mellon

Bank of New York            Unsecured debt         $96,400,000
Mellon

SHI International Corp.     Trade debt             $293,740

Ortho McNeil                Trade debt             $212,500
Pharmaceutical
Attn: Cherilyn O'Neil

Fred W. Fairclough          Trade Debt             $171,400

Net Jets Aviation, Inc.     Trade Debt             $153,000

David Weinstock             Trade Debt             $136,000

Phillip A. Turberg          Trade Debt             $99,000

Allied Barton Security      Trade Debt             $65,000
Services

William C. Dunkelberg       Trade Debt             $60,000

William Bracken             Trade Debt             $60,000

Francis Noonan              Trade Debt             $58,000

DVL Incorporated            Trade Debt             $53,000

Brandywine Operating        Trade Debt             $44,000
Partnership LP

Carol Conover               Trade Debt             $39,700

Yolanda Ward                Trade Debt             $39,700

Schwab                      Trade Debt             $37,500

David Kneller               Trade Debt             $33,600

Interstate Building         Trade Debt             $28,600
Maintenance Corp.

PECO                        Trade Debt             $27,000

Bank of America             Trade Debt             $22,000

O.C. Tanner                 Trade Debt             $21,100

Laura Bridgeford            Trade Debt             $19,700

Fed Ex                      Trade Debt             $18,000

Aramark                     Trade Debt             $15,000

Denise Jones                Trade Debt             $11,500

Oracle                      Trade Debt             $11,400

Eurest                      Trade Debt             $11,000

Karen Braun                 Trade Debt             $10,200

Career Concepts             Trade Debt             $10,000

B. Advanta Ventures Inc.'s List of 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Bank of New York           Unsecured debt         $138,139,311
Mellon

Bank of New York           Unsecured debt         $96,571,497
Mellon

SHI International          Trade debt             $293,740
Corp.

Ortho McNeil               Trade debt             $212,571
Pharmaceutical
Attn: Cherilyn O'Neil

Oracle                     Trade Debt             $178,736

Fred W. Fairclough         Trade Debt             $171,404

Net Jets Aviation,         Trade Debt             $152,943
Inc.

David Weinstock            Trade Debt             $136,341

Phillip A. Turberg         Trade Debt             $98,804

DVL Incorporated           Trade Debt             $69,933

William C. Dunkelberg      Trade Debt             $60,129

Francis Noonan             Trade Debt             $58,140

Carol Conover              Trade Debt             $39,692

Yolanda Ward               Trade Debt             $39,677

Schwab                     Trade Debt             $37,500

David Kneller              Trade Debt             $33,673

PECO                       Trade Debt             $27,141

Bank of America            Trade Debt             $22,088

O.C. Tanner                Trade Debt             $21,196

Fed Ex                     Trade Debt             $18,000

Aramark                    Trade Debt             $15,000

Interstate Building        Trade Debt             $14,715
Maintenance Corp.

Denise Jones               Trade Debt             $11,500

Karen Braun                Trade Debt             $10,252

Bank of New York           Trade debt             $9,639
Mellon

Robert Williamson          Trade Debt             $9,618

Sunesys                    Trade Debt             $9,500

Konica Minolta             Trade Debt             $9,090

Diners Club                Trade Debt             $8,547

Verizon                    Trade Debt             $7,697


ADVANTA CORP: Withdraws March 13 Registration Statement Offering
----------------------------------------------------------------
Advanta Corp. has filed a registration withdrawal request on Form
RW with the Securities and Exchange Commission in connection with
its Registration Statement on Form S-3 (File No. 333-157892),
which was filed on March 13, 2009, and amended on July 17, 2009,
and August 21, 2009.

The Company said it has determined not to proceed with the
offering described in the Registration Statement at this time.
The Company confirms that no securities have been or will be
distributed, issued or sold pursuant to the Registration Statement
or the attached prospectus.

The Company did not provide other details.

A copy of the Registration Statement on Form S-3 is available for
free at http://researcharchives.com/t/s?49ff

                     About Advanta Corp.

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

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

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

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


AFKHAM LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Afkham LLC
        Po Box 186
        Bozeman, MT 59715

Bankruptcy Case No.: 09-62323

Chapter 11 Petition Date: November 18, 2009

Court: United States Bankruptcy Court
       District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: 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: $1,000,001 to $10,000,000

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

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

The petition was signed by Jalal Neishabouri, officer of the
Company.


ALL LAND INVESTMENTS: Seeks to Obtain Financing, Cash Use
---------------------------------------------------------
All Land Investments, LLC, has sought permission from the U.S.
Bankruptcy Court for the District of Delaware to obtain
postpetition secured financing from KSJS Investment Associates,
LLC.  The DIP Lender has committed to provide a revolving loan of
up to $88,322.

The attorney for the Debtor, Gary F. Seitz, Esq., at Rawle &
Henderson LLP explains the Debtor needs the money to complete the
construction of the improvements on Building Lot 75 Property,
Building Lot 98 Property and Building Lot No. 76 at the Old
Country Farm Subdivision in Kent County, Clayton, DE 19938
(Subdivision); to pay post-petition obligations as they come due;
and allow the administration of the Debtor's estate.

The DIP facility will incur interest at an annual rate of at least
5.5% -- equal to current prime interest rate in effect from time
to time as published in The Wall Street Journal plus 0.5%,
adjusted as and when the prime rate changes.  In the event of
default, the DIP Loan will bear interest at the contract rate plus
5%.

The Debtors' obligations under the DIP facility will be secured by
valid, binding, enforceable and perfected super priority liens on
Building Lot 75 Property, Building Lot 98 Property and Building
Lot No. 76 at the Subdivision and the improvements constructed
thereon.

The Debtor has also asked the Court's approval to use cash
collateral -- cash and proceeds of existing accounts receivable --
on an interim basis, to fund the operation of its business and
preserve its value as a going concern.

The Debtors will use the collateral pursuant to a weekly budget, a
copy of which is available for free at:

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

The Lender has objected to the use of the Pre-Petition Collateral
by the Debtor, but has indicated a willingness to agree to the
Debtor's entering into financing arrangements.

In exchange for using the cash collateral, the Debtor proposes to
grant the Lender replacement first priority security interests in
and liens on the Collateral as partial adequate protection to to
protect the Lender from the diminution in value of the collateral.
The lien will be subordinate to the DIP Liens.

The Lender is represented by:

     Silverang & Donohoe, LLC
     Attn: Kevin J. Silverang, Esq.
     595 East Lancaster Avenue
     Suite 203
     St. Davids, PA 19087

                    About All Land Investments

Newark, Delaware-based All Land Investments, LLC, operated a real
estate business.

The Company filed for Chapter 11 bankruptcy protection on
October 29, 2009 (Bankr. D. Del. Case No. 09-13790).   Attorneys
at Maschmeyer Karalis P.C., serves as bankruptcy counsel.  Gary F.
Seitz, Esq., at Rawle & Henderson LLP serves as local counsel to
the Debtor.

The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


AMACORE GROUP: Delays September 30 Quarter Filing
-------------------------------------------------
The Amacore Group, Inc., says the compilation, dissemination and
review of the information required to be presented in its Form
10-Q for the period ended September 30, 2009, has imposed time
constraints that have rendered timely filing of the Form 10-Q
impracticable without undue hardship and expense to the
registrant.  The Company undertakes the responsibility to file
such report no later than five days after its original prescribed
due date.

Revenues for the three and nine months ended September 30, 2009
are expected to be $7.1 million and $21.9 million, respectively,
as compared to $8.5 million and $21.2 million for the three and
nine months ended September 30, 2009, respectively.  Gross profit
for the three and nine months ended September 30, 2009 is expected
to be $2.5 million and $7.8 million, respectively, as compared to
$2.6 million and $5.9 million for the three and nine months ended
September 30, 2008, respectively.   The Company notes that as its
financial statements have not yet been completed, its final
reported results may be different than the expectations described.

The Company is unable to provide a reasonable estimate of
operating expenses, other income or net loss for the three and
nine months ended September 30, 2009, as the Company is in process
of finalizing its impairment testing of goodwill and intangible
assets and valuation of its liability warrants.

                       About Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

Amacore Group posted a net loss of $905,276 for the three months
ended June 30, 2009, from a net loss of $5,322,596 for the same
period in 2008.  The Company posted net income of $951,146 for the
six months ended June 30, 2009, from a net loss of $18,673,719 for
the same period a year ago.

At June 30, 2009, the Company had $18,535,952 in total assets
against $21,828,742 in total liabilities, resulting in $3,292,790
in stockholders' deficit.

                       Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.


AMACORE GROUP: Sells Vicis 600 shares of Series L Preferreds
------------------------------------------------------------
The Amacore Group, Inc., reports that on November 13, 2009, the
Company entered into a Securities Purchase Agreement with Vicis,
pursuant to which it sold to Vicis 600 shares of its Series L
Convertible Preferred Stock, par value $0.001 per share and a
warrant to purchase 67,500,000 shares of its Class A Common Stock,
par value $0.001 per share for an aggregate cash purchase price of
$6.0 million.

The Company received the $6.0 million purchase price September 21,
2009.  The Shares and Warrant were issued upon execution of the
Purchase Agreement.  The Purchase Agreement includes
representations and warranties and other provisions customary for
a transaction of this nature.  The shares of Series L Preferred
Stock are convertible into shares of Common Stock and have rights
and preferences senior to certain other classes and series of the
Company's capital stock.

The Warrant first becomes exercisable on December 31, 2009, and
expires on December 31, 2014.  The exercise price is $0.375 per
share of Common Stock.  The Warrant also contains a cashless
exercise feature and certain participation rights if the Company
grants, issues or sells any options, convertible securities or
rights to purchase stock, warrants, securities or other property
pro rata to the record holders of any class of shares of common
stock.  The exercise price is subject to adjustment upon certain
events, such as stock splits, combinations, dividends,
distributions, reclassifications, merger or other corporate change
and dilutive issuances.

In connection with the Purchase Agreement, the Company and Vicis
also entered into a Registration Rights Agreement, which grants to
Vicis certain "piggyback" registration rights with respect to the
shares of Common Stock issuable upon conversion of the Shares and
upon exercise of the Warrant, and also covers certain other shares
of the Company's Common Stock that may be issued to Vicis in
connection with a reclassification, recapitalization, merger,
consolidation or other reorganization of the Company. In addition,
the Company agreed that: (i) if a registration statement has not
been filed with and declared effective by the SEC at least 90 days
prior to July 15, 2011; or (ii) if after the registration
statement has been declared effective, it ceases to remain
effective at any time prior to the 9 month anniversary of the
effectiveness date, the Company will pay to Vicis an amount equal
to 2.0% of the aggregate stated value of the Shares then held by
Vicis for each calendar month or portion thereof thereafter until
the applicable event has been cured.

In connection with the Investment, Vicis agreed to waive any anti-
dilution rights it held as a result of its ownership of nine
warrants to purchase shares of Common Stock and shares of Series G
Convertible Preferred Stock, Series H Convertible Preferred Stock,
Series I Convertible Preferred Stock and Series L Convertible
Preferred Stock it holds.

As a result of these transactions, Vicis now owns 891,306,950
shares of the issued and outstanding shares of Common Stock, 1,200
shares of Series G Convertible Preferred Stock convertible into
436,363,636 shares of Common Stock, 400 shares of Series H
Convertible Preferred Stock convertible into 145,454,545 shares of
Common Stock, 1,650 shares of Series I Convertible Preferred Stock
convertible into 600,000,000 shares of Common Stock, 450 shares of
Series L Convertible Preferred Stock convertible into 450,000,000
shares of Common Stock and warrants to purchase 349,150,000 shares
of Common Stock.  Presently, the Company's Certificate of
Incorporation authorize the Company to issue only up to 1,360,000
shares of Common Stock.  As such, the Company cannot issue all of
the shares of Common Stock which Vicis has the right to acquire.
Accordingly, the Company is in violation of the provisions of
various agreements between the Company and Vicis requiring the
Company to have a sufficient number of shares of Common Stock
reserved and available to issue to Vicis in the event Vicis
exercises any right to convert into Common Stock shares of Company
preferred stock it holds or exercises any warrant to purchase
Company Common Stock it holds.

In addition, in connection with the Investment, the Warrant to
Purchase Common Stock issued to Vicis by the Company on June 29,
2009 was amended to delete from the warrant provisions allowing
Vicis to require the Company to redeem the warrant in the event of
a change of control, subject to certain conditions and to provide
that the warrant may not be exercised prior to December 31, 2009.

                       About Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

Amacore Group posted a net loss of $905,276 for the three months
ended June 30, 2009, from a net loss of $5,322,596 for the same
period in 2008.  The Company posted net income of $951,146 for the
six months ended June 30, 2009, from a net loss of $18,673,719 for
the same period a year ago.

At June 30, 2009, the Company had $18,535,952 in total assets
against $21,828,742 in total liabilities, resulting in $3,292,790
in stockholders' deficit.

                       Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.


AMERICAN BUSINESS: 2 Law Firms Receive $30MM Contingent Fee Award
-----------------------------------------------------------------
Daily Bankruptcy Review says two law firms that sued on behalf of
creditors of American Business Financial Services won a $30
million contingent fee award for their work.  DBR says Law
Debenture Trust Co. of New York and Wells Fargo Bank are now
badgering George Miller, the Chapter 7 trustee, for $27.6 million
in fees for their contribution to the case.

According to Daily Bankruptcy Review, lawyers are gobbling away at
the $100 million settlement reached in the ABFS case.

"To be fair, Law Debenture and Wells Fargo presumably want to dish
out some of the money to holders of $97 million worth of ABFS
notes.  They are, after all, trustees for that group of
bondholders.  So far, the faithful servants of the bondholders
have received a mere $2.7 million out of the lawsuit settlements,
and that all went to the fees and expenses of the trustees, their
attorneys and agents," the article by DBR's Peg Brickley says.

DBR notes that the indenture trustees ran up "some impressive"
legal bills in ABFS's case, because Mr. Miller sued them for
allegedly being paid off to "stand silent while Greenwich Capital
visited a ruinous Chapter 11 loan on the company at a time when it
was already gurgling down the drain."

Early this month, the Delaware Bankruptcy Court approved the $100
million settlement reached by Mr. Miller, at the Philadelphia
accounting firm Miller, Coffey, Tate L.L.P., with investment banks
that helped the Company package loans into securities.

Citing The Philadelphia Inquirer, according to the Troubled
Company Reporter in October, Steven M. Coren, Mr. Miller's lawyer,
said the settlement is for a lawsuit that the trustee filed three
years ago in Philadelphia's Court of Common Pleas.  The settlement
calls for:

     -- $55 million from JPMorgan Chase & Co., including Bear
        Stearns Cos. Inc.;

     -- $37.5 million from Credit Suisse; and

     -- $7.5 million from Morgan Stanley.

The Wall Street Journal's Steve Stecklow noted that when ABFS
filed for bankruptcy in 2005, the uninsured notes became
worthless, leaving 26,000 investors with more than $600 million in
losses.  Many of the investors were elderly, he said.

Mr. Stecklow also noted documents filed as part of the settled
lawsuit show that JPMorgan Chase, Credit Suisse, Morgan Stanley
and Bear Stearns had doubts about ABFS as a subprime lender.   Mr.
Miller accused the four Wall Street firms of helping to prop up
ABFS while they raked in fees for lending, underwriting and
packaging securities.  The banks deny any wrongdoing.

Two legal battles remain before investors receive any money from
ABFS's estate -- one involves Greenwich Capital Financial Products
Inc., which provided $500 million of debtor-in-possession
financing to ABFS, a lawsuit that froze payments to investors.
The second is an arbitration case against the lender's accounting
firm, BDO Seidman L.L.P. Miller, which is seeking $962 million
from that firm.

                 About American Business Financial

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., -- http://www.abfsonline.com/--
together with its subsidiaries, is a financial services
organization operating mainly in the eastern and central portions
of the United States and California.  The company originates,
sells and services home mortgage loans through its principal
direct and indirect subsidiaries.  The company, along with four of
its subsidiaries, filed for chapter 11 protection on Jan. 21, 2005
(Bankr. D. Del. Case No. 05-10203).  The Bankruptcy Court
converted the cases to a chapter 7 liquidation on May 17, 2005.
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors.  George L. Miller was appointed chapter 7 trustee in the
case.  John T. Carroll, III, Esq., at Cozen O'Connor, represents
the Case Trustee.  When the Debtors filed for protection from
their creditors, they listed $1,083,396,000 in total assets and
$1,071,537,000 in total debts.


AMERICAN CONSOLIDATED: Reaches Debt Forbearance Agreement
---------------------------------------------------------
Sarah McDonald at Bloomberg News reports that Macquarie Media
Group Ltd. said unit American Consolidated Media LLC entered into
a forbearance contract with its lenders after breaching loan
covenants.

Bloomberg relates Macquarie Media said in a regulatory statement
filed on November 20 that in return for a fee and an increase in
the interest rate on the debt of about 2.3% a year, the lenders
won't exercise their rights under the loan breach.

According to the report, Macquarie Media said ACM's loan facility
totals $133.7 million and the company will continue talks with its
banks during the forbearance period.

"As previously advised to the market there can be no assurance
that any restructure, amendment, extension, waiver, further
forbearance or consent will be provided," it said.

The company "has no plans to provide any parent level cash
injections or other financial support or guarantee to ACM or its
lenders."

As reported in the Troubled Company Reporter-Asia Pacific on
Oct. 30, 2009, Macquarie Media its US subsidiary American
Consolidated Media LLC has breached loan covenants under its
US$133.7 million business level bank facility.

The Sydney Morning Herald said Macquarie Media plans to raise $294
million in new funding to pay down debt, as it prepares to take
back its management rights from Macquarie Group and simplify its
corporate structure.

The Herald said the capital raising comprises an underwritten
one-for-one renounceable entitlement offer at $1.55 per stapled
security.

According to the Herald, Macquarie Media chief executive Mark
Dorney said the capital raising, along with existing the group's
existing cash of $323 million, will be used to retire debt at its
Australian operations, Macquarie Southern Cross Media.

Net bank debt for the Australian business will be reduced to $306
million, from $860 million, the Herald noted.

Macquarie Media also proposes to take back, or internalize, the
management of the company from Macquarie Group at a cost of $40.5
million, subject to securityholder's approval.

                    About American Consolidated

American Consolidated Media LLC, is owned by Australia-based
Macquarie Media Group.  ACM was acquired by MMG in February 2007
and is the fifth largest specialty community newspaper group in
the United States focused on population areas of less than 15,000
people.  With approximately 100 titles, spread across 18 regional
areas, in 10 states, ACM's portfolio is diversified across a range
of local communities each with their own underlying economic
drivers.  This business is considered to be non-core to the
ongoing activities of MMG.

MMG invests in a range of media assets.  MMG comprises of
Macquarie Media Trust, Macquarie Media Holdings Limited (MMHL) and
Macquarie Media International Limited. The Company operates in two
service types: Free to air commercial radio and television
broadcasting (Free to air broadcasting), which comprises the
commercial radio and television broadcast licenses held throughout
regional Australia, and which operates solely within the MMHL
group and Community Newspapers, which are located in the United
States, and operates within the MMIL group.  MMG operates mainly
in Australia and United States.


AMR CORP: JAL Alliance Won't Affect S&P's 'B-' Rating on AMR
------------------------------------------------------------
Standard & Poor's Ratings Services said that American Airlines
Inc.'s and parent AMR Corp.'s (both B-/Negative/--) attempt to
maintain a marketing alliance with Japan Airlines Corp. (JAL;
CC/Watch Neg/--) will not affect the ratings or outlook on the
companies.  While American has made no details of its proposal
public, other than its partnership with private equity firm TPG,
which has a mostly successful track record of investing in
airlines, S&P expects that American will provide a financial
incentive to keep financially ailing JAL in the oneworld alliance.

Negotiations on a new U.S.-Japan "open skies" aviation treaty, in
which U.S. airlines could allow increased access to serve Japan
and routes beyond Japan, are currently ongoing.  If and when the
treaty is concluded, it appears that American and competitor Delta
Air Lines Inc. (B/Negative/--), which have proposed to provide JAL
with $1 billion in various forms of assistance with its SkyTeam
alliance partners, would likely seek authority to operate with
antitrust immunity on trans-Pacific routes.  This would allow
partner airlines to coordinate pricing and other activities on
specified routes, and would permit them to form a joint venture in
which partners would share revenues.  Delta currently has such a
joint venture with Air France-KLM (not rated) on trans-Atlantic
routes.  American has much at stake in maintaining an alliance
with JAL.  By itself, it does not have a large presence in the
Pacific market.

Therefore, if oneworld cannot keep JAL in the alliance, it risks
material loss of revenues in the Pacific.  Alternatively, if
American invests significant capital in JAL to keep it in
oneworld, but does not obtain regulatory permission to operate
with antitrust immunity, its liquidity and financial profile could
suffer.  The Japanese government-backed entity Enterprise
Turnaround Initiative Corp. is in the process of restructuring
JAL.  The ultimate resolution of the investment in JAL, and by
which airline(s), if any, could take some time.  Other factors,
such as progress on the U.S.-Japan aviation treaty, could also
affect the resolution.


AMERICAN HOMEPATIENT: Posts $2.7 Million Net Loss in Q3 2009
------------------------------------------------------------
On November 16, 2009, American HomePatient, Inc. filed its
quarterly report on Form 10-Q for the period ended September 30,
2009, with the Securities and Exchange Commission.

Net loss attributable to common shareholders was $2.7 million for
the three months ended September 30, 2009, compared with net
income attributable to common shareholders of $584,000 in the same
period in 2008.

Revenues decreased from $65.6 million for the quarter ended
September 30, 2008, to $59.0 million for the same period in 2009,
a decrease of $6.6 million, or 10.1%.  Medicare reimbursement
reductions effective January 1, 2009, reduced revenue by
approximately $6.7 million in the third quarter of 2009.  The
Company said its reduced emphasis on less profitable product lines
such as non-respiratory durable medical equipment and infusion
therapy also reduced revenue in the current quarter.  These
decreases were partially offset by an increase in the number of
oxygen patients and growth in sleep therapy revenue, the Company's
core product lines.

Loss from operations before income taxes was $1.8 million for the
current quarter, compared with income from operations before
income taxes of $1.7 million in the same period in 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $239.9 million in total assets and $275.8 million in total
liabilities, resulting in a $35.9 million shareholders' deficit.

At September 30, 2009, the Company had current assets of
$67.9 million and current liabilities of $264.8 million, resulting
in a working capital deficit of $196.9 million as compared to a
working capital deficit of $197.3 million at December 31, 2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?49f9

                       Going Concern Doubt

The Company has long-term debt of $226.4 million at September 30,
2009.  This indebtedness is secured by substantially all of the
assets of the Company and matured on August 1, 2009.  The Company
was not able to repay this debt at or prior to maturity from cash
flow from operations and existing cash, or refinance this debt
prior to the maturity date.  Given the unfavorable conditions in
the current debt market, the Company does not believe that third-
party refinancing of the debt will be possible at this time, which
raises substantial doubt about the Company's ability to continue
as a going concern.

A series of forbearance agreements, each with a one month term,
have been entered into by and among the Company, NexBank, SSB, as
agent, and certain forbearance holders.  The parties to the
forbearance agreements have agreed to not exercise, prior to the
expiration of the term of the agreement, any of the rights or
remedies available to them as a result of the Company's failure to
repay the secured debt on the maturity date.  The current
forbearance agreement expires December 1, 2009.

               Significant Sources and Uses of Cash

The Company does not have access to a revolving line of credit.
As of September 30, 2009, the Company had unrestricted cash and
cash equivalents of approximately $23.9 million.  This compares
with unrestricted cash and cash equivalents of approximately
$13.5 million at December 31, 2008, and $19.9 million at
September 30, 2008.

Net cash provided by operating activities was $32.6 million and
$35.3 million for the nine months ended September 30, 2009, and
2008.  Payments made for additions to property and equipment, net
were $12.5 million for the nine months ended September 30, 2009,
compared to $15.5 million for the same period in 2008.
Additionally, the Company entered into $4.6 million of capital
leases for equipment in the nine months ended 2009 and entered
into $1.2 million of capital leases for equipment in the nine
months ended September 30, 2008.  Net cash used in financing
activities was $9.9 million and $11.2 million for the nine months
ended September 30, 2009 and 2008, respectively.  The cash used in
financing activities for the nine months ended September 30, 2009,
includes $9.9 million of principal payments on long-term debt and
capital leases.  The cash used in financing for the nine months
ended September 30, 2008, includes $10.6 million of principal
payments on long-term debt and capital leases.

                    About American HomePatient

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


ART ADVANCE: Has Deal with Dorsky Worldwide on Restructuring Plan
-----------------------------------------------------------------
ART Advanced Research Technologies Inc. disclosed that its
strategic review process has culminated in its entry into a an
agreement with Dorsky Worldwide Corp. to restructure ART's balance
sheet and share capital and position it to continue in business.

The agreement contemplates that ART will file a proposal to its
unsecured creditors under the Bankruptcy and Insolvency Act
through KPMG Inc.  The meeting at which the Unsecured Creditors
will vote on the Proposal is expected to be held on December 7,
2009.  The Proposal will provide, among other things, for the
distribution of $375,000 to ART's Unsecured Creditors.

The Proposal will also provide for the repayment of certain claims
of secured creditors of ART, for the cancellation of all existing
issued and outstanding equity in the capital of ART, including any
and all issued and outstanding common or preferred shares of ART
of every classes and series, and any and all warrants, options and
any agreement to purchase any of the foregoing, and for the
issuance of a new class of voting common shares of ART,
representing 100% of the new voting common shares of ART, in
favour of Dorsky.  Holders of the existing equity of ART will not
receive any payment or other compensation with respect to such
equity.

These announcements follow the announcement made on November 2,
2009 that ART filed on that day a notice of intention to make a
proposal under the BIA.  As authorized pursuant to an order of the
Quebec Superior Court, ART also entered into a loan agreement with
Dorsky for an interim financing of up to $1,200,000.  The interim
financing was put in place to support ART's ongoing operations by
providing additional short-term liquidity to the company while
allowing KPMG LLP and ART to pursue the strategic review process
and continue soliciting purchase offers for the business and
assets of ART.

Moreover, ART was also informed today that the Autorite des
marches financiers issued a cease trade order against ART on
November 19, 2009 since ART has not filed interim financial
statements and interim management's discussion and analysis as
prescribed by National Instrument 51-102 - Continuous Disclosure
Obligations for the period ending September 30, 2009 within the
time required.  The Cease Trade Order requires ART, its
securityholders and any other person to cease any activity in
respect of a transaction in securities of ART.

                  About ART Advanced Research

Canada-based ART Advanced Research Technologies Inc. --
http://www.art.ca/-- is a leader in molecular imaging products
for the healthcare and pharmaceutical industries.  ART has
developed products in medical imaging, medical diagnostics,
disease research, and drug discovery with the goal of bringing new
and better treatments to patients faster.  ART's shares are listed
on the TSX under the ticker symbol ARA.

                           *     *     *

ART Advanced announced November 2 it filed a notice of intention
to make a proposal to its creditors under the Bankruptcy and
Insolvency Act with KPMG Inc. in order to provide the company with
the liquidity it requires to pursue its solicitation process.  ART
was also authorized pursuant to an order of the Quebec Superior
Court to enter into a loan agreement with Dorsky Worldwide Corp.
for interim financing in an amount of up to $1,200,000.


ASHFORD HOSPITALITY: Refinances to Extend Loan Maturities
---------------------------------------------------------
Dallas-based Ashford Hospitality Trust, Inc., has refinanced its
remaining 2010 debt maturity and announced significant progress on
the Company's 2011 maturities through transactions with Prudential
Mortgage Capital Company and Wheelock Street Capital.  The $145.0
million non-recourse financing includes an A-Note from Prudential
and a B-Note from Wheelock Street with a combined interest rate of
12.26% and a term of six years.

The loans are secured by the Embassy Suites Crystal City, Embassy
Suites Orlando Airport, Embassy Suites Santa Clara, Embassy Suites
Portland and the Hilton Costa Mesa.  The proceeds pay off a $75.0
million loan maturing in 2010 and a $65.2 million loan maturing in
2011 that are secured by the five properties, and provide $4.0
million for capital improvements to be drawn over a 24-month
period.  The Hilton Auburn Hills and the Hilton Rye Town, which
were included in the maturing loans, are now unencumbered. Hodges
Ward Elliott represented the Company in the transaction.

During 2009, the Company has completed $265.3 million of loan
financings and/or extensions.  The combined net proceeds from the
year to date financings exceeded the existing loan balances and
closing costs.  Ashford's blended weighted average interest rate
following the refinancing is 3.62%, assuming the offset to
interest expense from the benefit of the interest rate swap. In
terms of non-extendable loans coming due, the Company has no
further 2009 maturities (except for the previously announced Hyatt
Regency Dearborn loan maturity acceleration via foreclosure
proceeding), no remaining 2010 maturities, and $229.0 million in
2011.  The Company's unrestricted cash balance as of the end of
the third quarter was $197.9 million.

The Company also completed the sale of the Westin Westminster
mezzanine loan that was defeased by the original borrower in 2007
as part of a refinancing.  The total gross proceeds received by
the Company amounted to $13.6 million before transaction costs.
The loan had an outstanding balance of $11.0 million with a
September 1, 2011 maturity.  The Company negotiated for the
release of the portfolio of government agency securities serving
as the defeased loan collateral, and sold the actual securities
via an auction.  The Company obtained pricing in excess of the par
amount due to the high pay coupon compared to current market
rates.

Commenting on the announcements, Monty Bennett, Chief Executive
Officer, said, "We are pleased to be able to close this financing
during this challenging period in the credit markets. Prudential
and Wheelock Street demonstrated professionalism throughout this
process. Our proactive capital allocation strategy continues to
enhance our balance sheet and liquidity, thereby allowing us to
focus on transactions that have the greatest value impact for our
shareholders."

Merrick Kleeman, a Managing Partner of Wheelock Street Capital,
added, "Outstanding work by talented professionals at Ashford,
Prudential and Wheelock made this transaction possible. This
portfolio is geographically diversified and well-maintained, and
has performed extraordinarily well during the recent downturn. The
Ashford refinancing is an excellent first investment opportunity
for our firm and we look forward to working constructively with
many other owners to provide capital solutions as they refinance
or recapitalize assets."

Wheelock Street Capital, L.L.C. is a real estate private equity
firm founded in 2008 by Merrick R. Kleeman and Jonathan H. Paul.
Wheelock Street pursues a highly focused, fundamentally-driven
investment strategy.  Backed by established institutional capital,
the Company is currently pursuing acquisitions and
recapitalizations of real estate and operating platforms in the
hospitality, multifamily, condominium and residential
land/homebuilding sectors.  Additional information may be obtained
by contacting (203) 413-7700.

Dallas-based Ashford Hospitality Trust, Inc. (NYSE: AHT) --
http://www.ahtreit.com/-- is a self-administered real estate
investment trust focused on investing in the hospitality industry
across all segments and at all levels of the capital structure,
including direct hotel investments, second mortgages, mezzanine
loans and sale-leaseback transactions.


AXIANT LLC: Files Chapter 11 to Sell Business to NCO Group
----------------------------------------------------------
Axiant LLC has signed a binding agreement to be acquired by NCO
Group, Inc.  To facilitate this transaction, Axiant commenced
chapter 11 bankruptcy proceedings in Delaware, in which the sale
of Axiant's assets to NCO will be subject to higher and better
offers at an auction and to the approval of the Bankruptcy Court.

Kevin Keleghan, CEO of Axiant, stated that, "Combining our
resources with the litigation services already offered by NCO will
create a dominant force in the legal collections market.  Axiant's
unique working relationship with Mann Bracken, the largest
collection law firm in the United States, in conjunction with
NCO's technology driven Attorney Network platform should maximize
our clients' performance and create opportunities for many of our
associates."

Michael Barrist, Chairman and CEO of NCO, stated, "Combining
Axiant, which has a strategic relationship with Mann Bracken, to
our company enhances our suite of service offerings and furthers
our strategy of expanding our litigation capabilities.  This
combination, in conjunction with our recently announced purchase
of Total Debt Management, clearly defines NCO as a leader in the
consumer litigation arena."

Closing is expected in the first quarter of 2010 and is subject to
satisfactory completion of due diligence, the execution of a
definitive agreement and other conditions.

Axiant seeks to conduct a competitive bidding and auction of its
assets.  NetDockets reports the Debtor has signed a stalking horse
term sheet with NCO Group, providing for a proposed sale price of
between $7 million and $10 million. The Debtor is seeking approval
of the sale agreement as well as the payment of a $210,000 breakup
fee and $150,000 expense reimbursement payable to NCO Group in the
event the Debtor closes the sale to another bidder at auction.

NetDockets notes that Axiant's first day filings report that it is
a "leading national provider of financial services, legal
collections and recovery management solutions for banks, credit
card issuers and investors in debt products."  However, according
to NetDockets, it appears that Axiant's business is down
significantly from its 2008 peak, at which time it had over 1,000
employees and an infrastructure to support "35,000 lawsuits per
month, 20,000 arbitration filings per month, and $55 million in
collections per month."  As of the petition date, Axiant's
headcount has been reduced to approximately 50 employees.

Axiant LLC provides integrated legal collections services.

Axiant filed for bankruptcy on November 20, 2009 (Bankr. D. Del.
Case No. 09-14118).  Lawyers at Latham & Watkins LLP in Chicago,
Illinois and Young Conaway Stargatt & Taylor LLP in Wilmington,
Delaware, represent the Debtor.  SSG Capital Advisors, LLC, serves
as investment banker. Epiq Systems serves as claims and noticing
agent.

The Debtor said assets and debts range from $10 million and $50
million.  The Debtor said it has between 1,000 and 5,000
creditors.


AXIANT LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Axiant, LLC
          aka MBSolutions LLC
        9930 Kincey Avenue, 3rd Floor
        Huntersville, NC 28078

Case No.: 09-14118

Chapter 11 Petition Date: November 20, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Michael R. Nestor, Esq.
                  Young Conaway Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Email: bankfilings@ycst.com

                  Pilar G. Kraman, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Email: bankfilings@ycst.com

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

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

The petition was signed by Kevin Keleghan, the company's president
and chief executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Mann Bracken, LLP          Professional           $10,561,063
702 King Farm Blvd         Services, Trade Debt
Rockville, MD 20850

Irwin J. Eskanos           Professional           $720,000
770 San Ramon Valley Blvd  Services, Indemnity
Danville, CA 94526         Agreement, Lease
                           Obligations

One Irvington Centre       Lease Obligations      $597,021
Association
c/o Americas Capital
Partners
444 Brickell Ave, Ste. 900
Miami, FL 33131

Key Equipment Finance      Trade Debt             $287,351
1000 South McCaslin Blvd.
Superior CO 80027

Lexisnexis Accurint Risk   Trade Debt             285,840
& Information Analytics
Accurint#1449170
PO Box 7247-6157
Philadelphia, PA 19170-6157

Center for Business        Trade Debt             $269,777
Solutions, Inc.
915 Goshawk Road
Eaton, CO 80615

QWEST                      Trade Debt             $253,788
1801 California Street
Denver, CO 80202

Microsoft Licensing, GP    Trade Debt             $204,476

Xerox Corporation          Trade Debt             $195,581
(Box 650361)

Pitney Bowes               Trade Debt             $181,853

Javitch, Block & Rathbone  Professional Services  $175,967

Blatt, Hasenmiller         Professional Services  $161,639

Zarzaur & Schwartz         Professional Services  $158,258

Tahoe Partners             Professional Services  $143,622

Behringer Harvard Paces    Lease Obligations      $134,900
West
Behringer Harvard Reit I,
Inc.

Sessoms Rogers             Professional Services  $126,659

Johnson, Riddle & Mark     Professional Services  $112,377
LLC

Roth Staffing Companies   Trade Debt             $102,819
LP

Howard Lee Schiff, PC      Professional Services  $97,908

Buffaloe & Associates      Professional Services  $92,846


BEACH SUNRISE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Beach Sunrise Associates
        5311 Atlantic Avenue
        Ventnor City, NJ 08406

Bankruptcy Case No.: 09-41198

Chapter 11 Petition Date: November 19, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Debtor's Counsel: George N. Polis, Esq.
                  5309 Atlantic Avenue
                  Ventnor, NJ 08406
                  Tel: (609) 487-1900
                  Fax: (609) 822-2114
                  Email: gnpolis@comcast.net

According to the schedules, the Company has assets of $1,100,000
and total debts of $903,996.

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

             http://bankrupt.com/misc/njb09-41198.pdf


BEARINGPOINT INC: Closes Sale of Korea Unit to BPH Corp.
--------------------------------------------------------
In a regulatory filing in the United States, BearingPoint, Inc.,
disclosed that on November 19, 2009, its wholly owned subsidiary
BE New York Holdings, Inc., closed the sale of the common stock of
BearingPoint, Inc., (Korea) to BPH Corporation.

On October 22, 2009, its wholly owned subsidiary BE New York
Holdings entered into a Stock Purchase Agreement with BPH relating
to the purchase and sale of the common stock of BearingPoint, Inc.
(Korea) for a nominal purchase price.  The U.S. Bankruptcy Court
for the Southern District of New York approved the BearingPoint
Korea transaction on November 9, 2009.

                        About BearingPoint

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

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

BearingPoint disclosed total assets of $1.655 billion and debts
of $2.201 billion as of December 31, 2008.  A full-text copy of
the Company's 2008 annual report is available for free at
http://researcharchives.com/t/s?3db8

On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and has instead pursued a sale of its
units, after determining that creditor recoveries would be
maximized through sales of the businesses.  BearingPoint Inc. is
presently soliciting votes for the liquidating Chapter 11 plan.
The confirmation hearing is scheduled for December 17.


BEARINGPOINT INC: Cogility & Ciera Buy Back Shares of Stock
-----------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized BearingPoint, Inc. and
its debtor-affiliates to re-sell shares of common stock of
Cogility Software Corporation and Ceira Technologies, Inc.

The Debtors related that they received an unsolicited offer from
the founder and chief executive officer of the purchasers, to
repurchase the Cogility Shares for $25,000 and the Ciera Shares
for $25,000 for a total purchase price of $50,000.  The Debtors
add that the purchasers' offer is the best and highest offer for
the purchased shares given the illiquid market for the shares.

The Court ordered that the Debtors may sell the purchased shares
free and clear of all liens, claims, encumbrances, or any other
interests, pursuant to Section 363 of the Bankruptcy Code.

                        About BearingPoint

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

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

BearingPoint disclosed total assets of $1.655 billion and debts
of $2.201 billion as of December 31, 2008.  A full-text copy of
the Company's 2008 annual report is available for free at
http://researcharchives.com/t/s?3db8

On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and has instead pursued a sale of its
units, after determining that creditor recoveries would be
maximized through sales of the businesses.  BearingPoint Inc. is
presently soliciting votes for the liquidating Chapter 11 plan.
The confirmation hearing is scheduled for December 17.


BOULDER-LV LLC: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Boulder-LV, LLC
        400 S. Fourth Street, Suite 300
        Las Vegas, NV 89101

Bankruptcy Case No.: 09-31847

Chapter 11 Petition Date: November 19, 2009

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Andrew J. Driggs, Esq.
                  Driggs Law Group
                  312 Glistening Cloud Drive
                  Henderson, NV 89012
                  Tel: (702) 270-2150
                  Fax: (702) 270-2125
                  Email: andrew@driggslawgroup.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
10 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nvb09-31847.pdf

The petition was signed by Jordan Miller, managing member of the
Company.


CALIFORNIA COASTAL: Asks Court Okay to Sell Homes
-------------------------------------------------
California Coastal Communities, Inc., et al., seek authorization
from the U.S. Bankruptcy Court for the Central District of
California to sell homes free and clear of liens, claims,
encumbrances and other interests.

As of the Petition Date, the Debtors are parties to 17 contracts
for the construction and/or sale of homes in their Brightwater
community project.  KeyBank National Association, as agent and
lender, under a deal September 2006 deal that gave term loans to
the Debtors, hold perfected, valid and binding first and second
priority liens on the Brightwater project.

The Debtors request authority to sell homes free and clear of the
Lender Liens, with the liens of the prepetition lenders' to attach
to the proceeds of the sales.

To help ensure the prompt resolution of any lien disputes, the
Debtors propose a protocol for resolving these claims.  The lien
procedures require the Debtors to reserve cash in an amount equal
to unresolved demands.  The Debtors say that their escrow agents
and title insurance agents aren't likely to proceed with home sale
closings unless the Debtors provide assurance that the liens won't
cloud title to the homes.  A copy of the lien protocol is
available for free at http://researcharchives.com/t/s?4a05

                     About California Coastal

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

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


CALTEX HOLDINGS: Case Converted to Chapter 7 Liquidation
--------------------------------------------------------
The Hon. Wesley W. Steen of the U.S. Bankruptcy Court for the
Southern District of Texas approved the conversion of CalTex
Holdings, L.P.'s reorganization case to a case under Chapter 7.

As reported in the Troubled Company Reporter on Nov. 19, 2009,
H. Malcolm Lovett, Jr., the Chapter 11 trustee, asked for the
conversion, citing that the Debtor does not have sufficient
operations or capital to meet ongoing expenses.

CalTex Holdings LP is the owner of a 992-acre industrial property
in Houston.  CalTex Holdings LP was formed on Dec. 12, 2006.  Its
limited partners were Sierra Mesa LLC and Paseo Group LLC.  The
general partner is CalTex Holdings GP, Inc., which owns a 1%
limited partner interest.  Paseo owns 75% of the stock of GP, and
Sierra owns 25% of the stock of GP.

CalTex filed for Chapter 11 protection on March 20, 2009 (Bankr.
S.D. Tex. Case No. 09-31875).  H. Rey Stroube, III, Esq., and S.
Margie Venus, Esq., at Strong Pipkin Bissell & Ledyard, L.L.P.,
represent the Debtor as counsel.  The Debtor listed assets of
$50 million to $100 million and debts of $10 million to
$50 million.


CAMP COOLEY: Gets Interim Nod to Use Cash Collateral
----------------------------------------------------
Camp Cooley Ltd. sought and obtained approval from the Hon. Ronald
B. King of the U.S. Bankruptcy Court for the Western District of
Texas to use, on the interim, cash collateral in payment of
current and pre-petition debt.

Prepetition, Amegy Bank National Association and Lone Star PCA
made certain loans and other financial accommodations available to
the Debtor.  Lone Star advanced $5.3 million; Amegy has advanced
$20 million.

The attorney for the Debtor, R. Glen Ayers Jr., Esq., at Langley
and Banack, Inc., said that the Debtor needs to use cash securing
loans to Amegy and Lone Star to pay certain prepetition unsecured
debt, pay costs of ongoing operations, satisfy payroll and
employee benefits, pay severance taxes, and to pay vendors to
ensure a continued supply of services and materials essential to
the Debtor's continued viability.  Without access to cash
collateral, the Debtor would be unable to operate its business
postpetition.

The Debtors will use the collateral pursuant to a weekly budget, a
copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtor will grant
the Prepetition Lenders a replacement lien on all assets and
proceeds of which would be subject to the liens on the Debtor's
Pre-Petition Lenders, but for the operation of the Bankruptcy
Code.  An administrative priority in other assets will be granted
to further ensure adequate protection.  As further adequate
protection, the Pre-Petition Lenders will receive from the Debtor
cash payments.  About $300,000 to Lone Star upon receipt of sales
proceeds from the Fall Sale before any disbursements are made for
ongoing expenses other than the expenses related to the sale.

Judge King approved the Debtor's November 19 to November 21 annual
cattle sale sponsored by Camp Cooley Genetics (a subsidiary now
merged into the Debtor) in the ordinary course of business.  The
Camp Cooley cattle are collateral for the Lone Star debt in the
approximate amount of $5.3 million dollars.  The sale will
generate $1.6 million in gross cash.  The Debtor will use the Lone
Star cash collateral to pay for the costs of the sale and for
other expenses.

The sale of the cattle will be free of liens.  The Debtor will pay
pre- and post-petition costs of sale incurred in the ordinary
course and will pay sums due to consignees of cows, heifers,
bulls, and partial interests in bulls at the time of the sale, as
is the ordinary course of business.  The Debtor can use proceeds
to purchase bull calves.  The Debtor will pay $300,000 on the Lone
Star secured debt, may pay for semen purchased from its genetic
partners, and may pay its consignors or cooperators or genetic
partners sums owed from the Spring Sale and other sales before the
bankruptcy filing.

A hearing to consider the entry of a final order on the Debtor's
request for cash collateral access on December 1, 2009, at
2:30 p.m.

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


CAROLINA SITE: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Carolina Site Development, Inc.
          fka Carolina Land Clearing, Inc.
        PO Box 1029
        Fort Mill, SC 29716

Bankruptcy Case No.: 09-08718

Chapter 11 Petition Date: November 19, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Debtor's Counsel: Reid B. Smith, Esq.
                  Price Bird Smith & Boulware PA
                  1712 St Julian Place, Suite 102
                  Columbia, SC 29204
                  Tel: 803-779-2255
                  Email: reid@pricebirdlaw.com

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

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

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

            http://bankrupt.com/misc/scb09-08718.pdf

The petition was signed by Ronald R. Olsen, president of the
Company.


CDW INC: S&P Affirms 'B-' Rating, Changes Outlook to Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'B-' corporate credit rating, on Vernon Hills,
Illinois-based CDW Inc. and revised the outlook to stable from
negative.

"The outlook revision reflects the recent stabilization in CDW's
operating performance and expanded covenant headroom," said
Standard & Poor's credit analyst Martha Toll-Reed.  The ratings
reflect year-to-date revenue and EBITDA weakness, and a highly
leveraged financial profile.  These factors are partly offset by
the company's consistently profitable history, diversified
customer base, and good position in the highly fragmented value-
added reseller market for technology products and services.


CHARTER COMMS: Lenders Want Judge to Block Bankruptcy Exit
----------------------------------------------------------
Christopher Scinta at Bloomberg News reports that Charter
Communications Inc.'s lenders, led by JPMorgan Chase & Co., want
to block the Debtor from leaving Chapter 11 bankruptcy while they
appeal the approval of its turnaround plan.

U.S. Bankruptcy Judge James Peck is improperly requiring them to
continue lending to Charter once it emerges from bankruptcy, the
lenders said in papers filed with the Bankruptcy court, according
to the report.

The group wants its appeal to go directly to the U.S. Court of
Appeals for the Second Circuit.  "The confirmation order is the
first of its kind," attorneys for the lenders wrote.  "It compels
financial institutions to lend a post-bankruptcy reorganized
company $8.4 billion, on pre-bankruptcy terms, over the lenders'
objection."

Bloomberg also said that Law Debenture Trust Co. of New York, a
trustee for holders of $479 million in bonds, and Charter
stockholder R2 Investment LDC also filed motions with the court
asking the order approving the bankruptcy plan be put on hold
while they appeal. Law Debenture Trust Co. said the complex legal
issues in the case should be reviewed by a higher court.

Judge Peck on November 18 formally confirmed the pre-arranged
Joint Plan of Reorganization of Charter Communications.

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 current debt of
Company subsidiaries CCO Holdings, LLC and Charter Communications
Operating, LLC will be reinstated under pre-existing pricing and
maturity dates.  In addition, the Pre-Arranged Plan provides for
the reduction of approximately $8 billion of debt, approximately
$1.6 billion in proceeds from an equity rights offering to support
the overall refinancing, and the exchange of approximately $1.7
billion of CCH II notes for new 13.5% CCH II notes due 2016.
Existing shares of the Company's common stock will be cancelled.
Paul Allen will continue as an investor, and will retain the
largest voting interest in the Company.  The Company intends to
apply for listing of its new common stock issued in accordance to
the Plan on The NASDAQ Stock Market LLC not earlier than 45 days
after emergence.

                   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)


CIRCUIT CITY: Plan Confirmation Hearing Continued to Dec. 21
------------------------------------------------------------
According to a notice filed with the Court, Circuit City Stores
Inc. and the Official Committee of Unsecured Creditors announced
that the hearing to consider the confirmation of their First
Amended Joint Plan of Liquidation is continued from November 23 to
December 21, 2009, at 10:00 a.m., Eastern Time, or as soon as
counsel can be heard before Judge Huennekens.

The confirmation hearing may be adjourned from time to time by
announcement in open court.

The Plan may be further modified, if necessary, under Section
1127 of the Bankruptcy Code, before, during, or as a result of
the confirmation hearing, without further notice to parties-in-
interest.

Various parties have filed objections to the Plan.  The latest
objectors include the Commonwealth of Virginia Department of
Taxation, which is seeking interest on its priority claim, as
required by Section 511 of the Bankruptcy Code; The Maricopa
County Treasurer, which asserts that its claim should be treated
as a secured claim; Arlington ISD, and other related parties,
which argue that the proper classification of their claims is as
first priority secured tax claims entitled to interest at the rate
provided by applicable non-bankruptcy law; and the Lewisville
Independent School District, which wants the proceeds of the sales
of assets securing its tax claims preserved.

                       The Liquidating Plan

The Plan provides for the orderly liquidation of the remaining
assets of the Debtors and the distribution of the proceeds of the
liquidation of the Debtors' assets according to the priorities
set forth under the Bankruptcy Code.

Under the Debtors' Joint Plan of Liquidation, all claims against
the Debtors -- other than administrative claims and priority tax
claims, which will be paid in full -- are classified into eight
classes:

                                               Estimated
                                    Estimated  Aggregate Amount
  Class  Description                Recovery   of Allowed Claims
  -----  -----------                ---------  -----------------
1    Miscellaneous Secured Claims   100%      $5 mil.-$20 mil.
2    Non-Tax Priority Claims        100%      $35 mil.-$95 mil.
3    Convenience Claims              10%      unknown
4    General Unsecured Claims      0%-13.5%   $1.8 bil.-$2 bil.
5    Intercompany Claims              0%      $0
6    Subordinated 510(c) Claims       0%      $0
7    Subordinated 510(b) Claims       0%      $0
8    Interests                        0%      -

A Liquidating Trust will be established on the Plan Effective
Date.  All Distributions to the Holders of allowed claims will be
from the Liquidating Trust.

The Plan Proponents also filed on September 24, 2009, clean and
final version of their Disclosure Statement and First Amended
Plan, a full-text copy of which is available at no charge at:

       http://bankrupt.com/misc/CC_DS&1stAmPlan_092409.pdf

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: Ryan Wants to Compel Assumption of Pact
-----------------------------------------------------
On June 8, 2005, Ryan, Inc., formerly known as Ryan & Company,
Inc., and Circuit City Stores, Inc., entered into a letter
agreement, whereby Ryan agreed to perform a review of Circuit
City's Hawaii import tax payment records to identify tax refund
or tax reduction opportunities, or both.  Ryan was working under
the Agreement at the time Circuit City commenced its Chapter 11
case, Bruce W. Akerly, Esq., at Bell Nunnally & Martin LLP, in
Dallas, Texas, relates.

Ryan continues to perform valuable tax services to Circuit City
postpetition pursuant to the terms of the Agreement.  These
services have culminated in significant cash tax refunds being
awarded to Circuit City postpetition, according to Mr. Akerly.

Actual and in-progress tax refunds are likely to total $735,663.
Pursuant to the terms of the Agreement, Circuit City agreed to
pay Ryan a fee equal to 33-1/3% of any tax refunds, credits or
reductions -- including interest and penalties -- that Circuit
City obtained from applicable taxing authorities or vendors.
Ryan's fee to date will equal $245,196, Mr. Akerly tells the
Court.

Circuit City failed to recognize the Agreement as an executory
contract on its Schedule G.  Ryan continues to work with state
taxing authorities in Hawaii to assure that Circuit City receives
the maximum tax refund possible.  Circuit City is required to
assist Ryan by providing any additional information required by
the Hawaiian taxing authorities and is required to pay Ryan upon
receipt of a tax refund pursuant to the Agreement, Mr. Akerly
notes.

Because the Agreement requires continued performance by both Ryan
and Circuit City, failure of which, by either party, would
constitute a material breach, the Agreement is an executory
contract, Mr. Akerly asserts.

Moreover, the Agreement represents a valuable asset to the
Debtors' jointly administered estates.  The services rendered
will culminate in significant and substantial cash tax refunds
being awarded postpetition to Circuit City, he adds.

Since the First Amended Joint Plan of Liquidation of the Debtors
and the Official Committee of Unsecured Creditors does not
otherwise address the Agreement, the practical effect of
confirmation will be to reject a contract that otherwise would
provide a valuable asset from which creditors can be paid, Mr.
Akerly points out.

Given the substantial benefit and minimal burdens associated with
the Agreement, Ryan asks the Court to compel Circuit City to
assume the Agreement before confirmation of the Plan.

Ryan recognizes that it was not retained as an ordinary course
professional in the Debtors' Chapter 11 cases.  However, Circuit
City recognized that Ryan continued to provide services under the
Agreement without objection.  To the extent Ryan is required to
be approved as an ordinary course professional to be compensated
pursuant to the terms of the Agreement, Ryan reserves the right
to seek approval, nunc pro tunc the Petition Date.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: Wins Nod for Pact With Prepetition Lenders
--------------------------------------------------------
Circuit City Stores Inc. obtained approval from the Bankruptcy
Court of a stipulation it entered into with Bank of America, N.A.,
as agent.  The Stipulation is an agreement between the Debtors and
the Prepetition Lenders resolving, among other things, certain
claims asserted by the Prepetition Lenders.

To recall, on December 23, 2008, the Court entered a final order
approving the Debtors' entry into the Senior Secured
Superpriority Debtor-in-Possession Credit Agreement, as amended,
by and between, among others, Circuit City Stores, Inc., Circuit
City Stores West Coast, Inc., Circuit City Stores PR, LLC, and
InterTAN Canada Ltd., Bank of America, as administrative agent
and collateral agent, and certain lenders, on a final basis.

On February 19, 2009, the Court entered the final order approving
the Third Amendment to the DIP Credit Agreement.

Before the Petition Date, the Debtors were parties to a certain
Second Amended and Restated Credit Agreement, as amended, dated
January 31, 2008, by and between, among others, certain of the
Debtors and InterTAN, Bank of America, as administrative agent
and collateral agent, and certain lenders.

Pursuant to the Interim and Final DIP Orders, the proceeds of the
DIP Facility were used, in part, to pay in full the claims of the
Prepetition Lenders on account of the Prepetition Financing
Agreements -- the Prepetition Debt -- subject to the right of the
Official Committee of Unsecured Creditors to assert any claims
against the Prepetition Lenders during the "Challenge Period,"
which expired on April 30, 2009.  None of the Debtors, the
Creditors Committee nor any other party-in-interest asserted any
claims against the Prepetition Agent, the Prepetition Lenders, or
the Prepetition Debt.  Accordingly, the Prepetition Debt is an
allowed secured claim.

The Prepetition Agent has filed Claim Nos. 10867, 11024, 11025,
11026, and 11084 -- Prepetition Secured Claims -- with respect to
the Prepetition Debt on behalf of the Prepetition Lenders.

Pursuant to the DIP Orders, the Debtors do not have any
outstanding borrowings under the Prepetition Credit Agreement
and, accordingly, the Prepetition Secured Claims have been
satisfied.

The parties stipulate, among other things, that:

  (a) Each of the Prepetition Secured Claims, and any other
      filed scheduled or filed claims of the Prepetition Agent
      and the Prepetition Lenders with respect to the
      Prepetition Debt, has been paid in full and are not
      subject to disgorgement, and will be deemed satisfied.

  (b) Nothing in the Stipulation will impair, restrict or
      otherwise limit, or enhance, expand, or otherwise improve,
      the DIP Lenders' rights or claims under the DIP Facility,
      the DIP Credit Agreement or the DIP Orders, the
      Prepetition Lenders' rights or claim under the DIP Orders
      or the Debtors' rights or obligations with respect to
      those.

  (c) The Debtors ratify, confirm, and reaffirm the release
      granted to the Prepetition Lenders in the DIP Orders,
      provided however, that nothing in the Stipulation will
      expand or be deemed to expand, or construed as expanding,
      the release and nothing in the Stipulation will
      constitute a release of the DIP Lenders under the DIP
      Facility, the DIP Credit Agreement or the DIP Orders.

  (d) The Creditors Committee acknowledges and agrees that the
      Prepetition Debt, which has been satisfied in full and is
      no longer a claim against the Debtors' estates, was an
      allowed secured claim for all purposes.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIT GROUP: Bonds Valued at 68.125 Cents to Settle CD Swaps
----------------------------------------------------------
Shannon D. Harrington at Bloomberg News reported November 20 that
credit derivatives traders settling contracts that protected
against a default by CIT Group Inc. set a value of 68.125 cents on
the dollar for CIT's bonds.

The price, the result of an auction by 13 dealers including
JPMorgan Chase & Co. and Barclays Plc, means sellers of the
swaps will pay 31.875 cents on the dollar to buyers of protection
to settle the contracts, Bloomberg said, citing data from
administrator Markit Group Ltd. and broker Creditex Group Inc.

According to Bloomberg, the final price fell from an initial value
of 70.25 cents on the dollar after the first round of the auction
earlier Friday, November 20.  Dealers had reported a net demand to
sell $728.98 million of the bonds and matched that with buy orders
from the dealers and their clients, according to the auction Web
site.

                        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: Discloses L/C Facility Fees to Bank of America
---------------------------------------------------------
To recall, CIT Group, Inc., and CIT Group Funding Company of
Delaware LLC, have sought authorization from the U.S. Bankruptcy
Court for the Southern District of New York to enter into a new
$500 million secured letter of credit facility to be extended by
the Bank of America, N.A., as issuing bank.

The Debtors informed Judge Stuart Bernstein of the United States
Bankruptcy Court for the Southern District of New York that on
November 6, 2009, they entered into the L/C Facility Fee Letter in
connection with the $500,000,000 Letter of Credit Agreement among
CIT Group Inc., certain subsidiaries of CIT Group Inc., Bank of
America, N.A., as Administrative Agent and L/C Issuer, the other
Lenders party, and Banc of America Securities LLC, as sole lead
arranger and sole bookrunner.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, relates that pursuant to the Fee Letter, the
Debtors agree to pay to Banc of America Securities a Structuring
Fee equal to the sum of:

  (i) 1.25% of the aggregate amount of commitments in respect of
      the L/C Facility, due and payable upon your acceptance of
      the Commitment Letter; and

(ii) 1.25% of the aggregate amount of commitments in respect of
      the L/C Facility, due and payable upon the Closing Date.

The Structuring Fee will be paid in immediately available funds in
U.S. dollars, free and clear of and without deduction for any and
all present or future applicable taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities, and with
appropriate gross-up for withholding taxes.   Once paid, the
Structuring Fee will not be refundable under any circumstances.

The Structuring Fee will be in addition to any other fees payable
under the L/C Facility, Mr. Galardi said.

The Debtors also agreed to pay to Bank of America, for its own
account as administrative agent and collateral agent, an annual
administrative agent fee of $25,000 annually in advance on the
Closing Date and on each anniversary, until the commitments with
respect to the L/C Facility are terminated in full.

Under the Fee Letter, the Commitment Parties reserve the right to
allocate, in whole or in part, to their affiliates, all or any
portion of fees payable, as the Commitment Parties agree in their
sole discretion.

                        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: Files Amendments to $3 Bil. Financing Agreements
-----------------------------------------------------------
CIT Group, Inc., filed with the U.S. Exchange and Securities
Commission on November 16, 2009, the amendments effected in their
financing agreements, consisting of:

  (1) the $3 billion securities based financing facility between
      CIT Financial Ltd., a wholly owned subsidiary of CIT Group
      Inc., and Goldman Sachs International, which was reached
      on October 28, 2009; and

  (2) the existing $3 billion senior secured term loan facility
      between CIT and  Bank of America N.A., as successor
      administrative agent and collateral agent, which was
      essentially effected to provide for expansion of the
      Agreement Commitments by an incremental $4.5 billion.

Pursuant to the Goldman Amendment, the size of the Goldman
Facility will be reduced to $2.125 billion and CFL will post
collateral to secure certain make-whole payments due to GSI on
the reduced size of the GSI Facility.  The amount of the
collateral will initially be $250 million and will increase to and
be capped at 75% of the reduced make-whole calculation outstanding
at any time.

In connection with the reduction of the Goldman Facility's size,
CFL will make a pro-rata make-whole payment to GSI on the amount
of the reduction of the facility under the terms of the original
agreements between the parties.  In exchange for the posting of
collateral, subject to certain terms, GSI has agreed to forebear
from taking any action during a bankruptcy of CIT who serves as a
guarantor under the Goldman Facility.

All other material terms of the Goldman Facility remain unchanged
including, without limitation, the facility fee in the amount of
285 basis points.

Subject to the terms of the Expansion Facility, CIT Group and CIT
Group Funding Company of Delaware LLC and their affiliates are
authorized to set off prepetition obligations arising on account
of Intercompany Loans between a Debtor and another Debtor, or
between a Debtor and an Affiliate, except for advances from any
Funding Account and Sweep Account.  However, any setoff involving
CIT Small Business Lending Corporation is permitted only if in
compliance with the regulatory scheme governing SBLC.

A full-text copy of the GSI Amended Agreement is available for
free at http://ResearchArchives.com/t/s?49af

A full-text copy of the Expansion Facility Amended Agreement is
available for free at http://ResearchArchives.com/t/s?49b0

                        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: Incurs $1.07 Billion Net Loss for Third Quarter
----------------------------------------------------------
CIT Group, Inc., on November 16, 2009, filed on Form 10-Q with the
U.S. Securities and Exchange Commission disclosing its financial
results for the third quarter ending September 30, 2009.

CIT previously informed the SEC that it would be unable to file
its Quarterly Report by the prescribed filing deadline of November
9, 2009, particularly in light of multiple work streams and
priorities related to the commencement of the Company's Chapter 11
case after receiving approval of a proposed Prepackaged Plan of
Reorganization by approximately 90% of the bondholders who voted.

In its Form 10-Q, CIT's Chief Financial Officer and Vice Chairman
Joseph M. Leone, noted that the Company established and embarked
upon a "three-phase restructuring plan," which is outlined as:

  * Phase 1: Address the liquidity challenges that the Company
    faced in July 2009 and resulted in the $3 billion Secured
    Credit Facility, and subsequent $4.5 billion Expansion
    Facility in October from certain debt holders, -- which
    phase is complete;

  * Phase 2: Recapitalize the balance sheet to enhance capital
    and improve liquidity through either out-of-court debt
    exchange offers or an in-court filing backed by a
    Prepackaged Plan of Reorganization, which the Company is
    executing; and

  * Phase 3: Execute a business restructuring plan to maximize
    the value of the Company's existing assets for investors and
    optimize its business model for continued value creation.

Mr. Leone disclosed that CIT entered into the (i) $3 billion
Credit Facility with Barclays Bank PLC and other lenders largely
comprised of the Company's existing bondholders in July 2009,
(ii) the Amended and Restated $3-billion Credit Facility to expand
the commitments by an incremental $4.5 billion through the
Expansion Credit Facility on October 28, 2009, and (iii) an
incremental $1 billion committed line of credit, which may be
drawn by the Company on or prior to December 31, 2009.  The
Financing Commitments contained affirmative and negative
covenants, and are subject to certain exceptions, limitations on
the ability of the Borrowers.

According to Mr. Leone, the Financing Commitments declined from
$4.5 billion at June 30, 2009, to $3.8 billion at September 30,
2009, which reflected an increase in covenant restrictions
combined with the expiration and utilization of financing
commitments during the period.  The Company experienced higher-
than-usual utilization of financing commitments beginning the end
of June that continued through mid-July, he said.

Specifically, Mr. Leone related, more than $700 million of draws
on unfunded commitments occurred during the week of July 13, 2009,
just prior to the Company obtaining the $3 billion secured credit
facility.  The greatest level of draw-downs was from asset-based
loans for which CIT was the lead agent, which totaled just over
$500 million.   At September 30, 2009, unfunded commitments
related to lead-agented asset-based loans totaled $760 million,
down from $1,085 million at June 30, 2009.

On October 1, 2009, the Company commenced its recapitalization
plan, which was approved by the Company's Board of Directors and
by the Steering Committee of CIT's bondholders, CIT Group Inc. and
CIT Group Funding Company of Delaware LLC.  Under the Plan, the
Debtors launched exchange offers for certain unsecured notes and a
concurrent debt holder solicitation to approve a prepackaged plan
of reorganization.  The results were overwhelmingly in support of
the prepackaged plan of reorganization, and the conditions were
not satisfied for the exchange offers, Mr. Leone reported.

Following the confirmation of the Plan, and subject to changes
adopted by the new Board of Directors and management team, the
Company will continue to pursue its broader business restructuring
strategy with an enhanced capital structure and liquidity
position, Mr. Leon said.

"Management's expectations are that CIT's financing needs would be
significantly reduced over the next three years and its capital
ratio would be in excess of commitments made to our regulators,
although the ultimate capital ratio will be dependent on market
conditions, valuations and other factors.  A strong capital
position and liquidity profile should afford CIT the time and
resources required to execute on its broad business restructuring
strategy, including refinement of its business model, liquidation
or sale of select businesses or portfolios, efficiency
enhancements and implementation of a long term bank-centric
funding strategy," Mr. Leone said.

                       Legal Proceedings

CIT and its officers, as applicable, are party to various legal
proceedings, investigations and litigations, including:

  * an ongoing Consolidated Class Action Lawsuit filed in the
    U.S. District Court for the Southern District of New York
    against CIT and its officers, on account of "damaged" CIT-
    PrZ preferred stock pursuant to the October 17, 2007
    offering;

  * ongoing shareholder derivative lawsuits filed in the
    U.S. District Court for the Southern District of New York on
    behalf of CIT against its CEO and members of its Board of
    Directors, alleging breach of fiduciary duties;

  * multiple lawsuits against Student Loan Xpress, Inc., a
    subsidiary of CIT engaged in the student lending business,
    for allegedly, among other things, violating state consumer
    protection laws;

  * noteholder actions concerning the $3-Billion Facility, filed
    separately against CIT in the Delaware Chancery Court and
    the Southern New York District Court, asserting that the
    Funding Facility constituted a fraudulent transfer and
    should be annulled -- for which the parties reached an
    agreement in principle pursuant for the dismissal of the
    Actions following the effective date of the Company's
    Amended Plan;

  * investigations on CIT's billing and invoicing histories for
    a portfolio of customer accounts that CIT purchased from a
    third-party vendor, which, the Debtor believes has exposures
    that "will not be material;"

  * receivables claims against Lehman Special Financing Inc., a
    subsidiary of Lehman Brothers Holding Inc., totaling
    $33 million related to derivative transactions --  which is
    being litigated;

  * distribution of the Company's investments in the Reserve
    Primary Fund, a money market fund, from which the SEC sought
    an injunction prohibiting payments; and

  * investigations against or including CIT, which have arisen
    in the ordinary course of business, which the Company
    believes will not have a material adverse effect on CIT.

As of October 31, 2009, there were 404,730,758 shares of the CIT's
common stock outstanding, according to Mr. Leone.

A full-text copy of CIT's 3rd Quarter Results on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?49a6

                CIT GROUP INC. AND SUBSIDIARIES
             Unaudited Consolidated Balance Sheets
                   As of September 30, 2009

                             ASSETS

ASSETS:
Cash and due from banks                           $343,100,000
Deposits with banks, including restricted
balance of $904,100,000 at September 30, 2009    5,467,600,000
Trading assets at fair value - derivatives       1,032,700,000
Investments - retained interests
in securitizations                                 165,300,000
Assets held for sale                               436,900,000

Loans                                           45,280,900,000
Allowance for loan losses                       (1,363,200,000)
                                                ---------------
Total loans, net of allowance for loan losses   43,917,700,000

Operating lease equipment, net                  13,233,600,000
Derivative counterparty assets at fair value        20,300,000
Goodwill and intangible assets, net                          -
Other assets, including advances                 4,571,400,000
Assets of discontinued operation                             -
                                                ---------------
Total Assets                                    $69,188,600,000
                                                ===============

LIABILITIES:
Deposits                                        $5,233,700,000
Trading liabilities at fair value
- derivatives                                      423,900,000
Credit balances of factoring clients               898,300,000
Derivative counterparty liabilities
at fair value                                      233,000,000
Other liabilities                                2,533,500,000
Long-term borrowings including $12,965,900
contractually due within 12 months              54,745,300,000
                                                ---------------
Total Liabilities                               64,067,700,000

Stockholders' Equity:
Preferred stock: $0.01 par value,
100,000,000 authorized, issued and outstanding
  Series A 14,000,000 with a liquidation
   preference of $25 per share                      350,000,000
  Series B 1,500,000 with a liquidation
   preference of $100 per share                     150,000,000
  Series C 11,500,000 with a liquidation
   preference of $50 per share                      575,000,000
  Series D 2,330,000 with a liquidation
   preference of $1,000 per share                 2,083,800,000
Common stock: $0.01 par value,
600,000,000 authorized
Issued: 398,355,014 at Sept. 30, 2009                4,000,000
Outstanding: 392,104,656 at Sept. 30, 2009                   -
Paid-in capital, net of deferred compensation
of $24,300,000 at Sept. 30, 2009                11,273,000,000
Accumulated deficit                             (8,971,100,000)
Accumulated other comprehensive loss               (68,500,000)

Less: treasury stock, 6,250,358 shares
at cost at Sept. 30, 2009                         (310,400,000)
                                                ---------------
Total common stockholders' equity                1,927,000,000
                                                ---------------
Total stockholders' equity                       5,085,800,000
Non-controlling minority interests                  35,100,000
                                                ---------------
Total Equity                                     5,120,900,000
                                                ---------------
Total Liabilities and Equity                    $69,188,600,000
                                                ===============

                CIT GROUP INC. AND SUBSIDIARIES
         Unaudited Consolidated Statement of Operations
             For the Quarter Ended September 30, 2009

Interest Income
Interest and fees on loans                        $549,600,000
Interest and dividends on investments                7,000,000
                                                ---------------
Interest Income                                    556,600,000

Interest Expense
Interest on deposits                               (45,800,000)
Interest on short-term borrowings                            -
Interest on long-term borrowings                  (648,000,000)
                                                ---------------
Interest Expense                                  (693,800,000)
                                                ---------------
Net interest revenue                               (137,200,000)
Provision for credit losses                        (701,800,000)
                                                ---------------
Net interest revenue, after credit provision      (839,000,000)

Other income
Rental income on operating leases                  471,700,000
Other                                             (166,800,000)
                                                ---------------
Total Other Income                                 304,900,000
                                                ---------------
Total Net Revenue, net of interest, expense
and credit provision                              (534,100,000)

Other Expenses
Depreciation on operating lease equipment         (282,600,000)
Goodwill and intangible assets
impairment charges                                           -
Other                                             (249,700,000)
                                                ---------------
Total Other Expenses                              (532,300,000)
                                                ---------------
Loss from continuing operations before
income taxes                                    (1,066,400,000)
Benefit for income taxes                             33,100,000
                                                ---------------
Loss from Continuing Operations                  (1,033,300,000)

Discontinued Operation
Income (loss) from discontinued operation
before income taxes                                          -
(Provision) benefit for income taxes                         -
                                                ---------------
Income (loss) from Discontinued Operation                    -
                                                ---------------
Loss before preferred stock dividends            (1,033,300,000)
Preferred stock dividends and amortization
of discount                                        (41,200,000)
                                                ---------------
Net loss before attribution of
  non-controlling interests                      (1,074,500,000)
(Income) loss attributable to non-controlling
  interests, after tax                                        -
                                                ---------------
Net Loss Attributable to Common Stockholders    ($1,074,500,000)
                                                ===============

Basic and Diluted Earnings Per Common Share Data
Loss from continuing operations                     (2,740,000)
Loss from discontinued operation                             -
                                                ---------------
Net Loss Attributable to Common Shareholders        ($2,740,000)
                                                ===============

                CIT GROUP INC. AND SUBSIDIARIES
         Unaudited Consolidated Statement of Cash Flow
               Nine Months Ended September 30, 2009

Cash Flows from Operations
Net (loss) before preferred stock dividends     ($2,993,900,000)

Adjustments to reconcile net loss to net cash
flows from operations:
Provision for credit losses                      1,825,700,000
Depreciation, amortization and accretion         1,055,500,000
Goodwill & intangible assets
  impairment charges                                692,400,000
Loss (gains) on equipment, receivable and
  investment sales                                  462,600,000
Valuation allowance for assets
  held for sale                                      51,700,000
Warrant fair value adjustment                      (70,600,000)
(Gain) loss on debt and debt-related
  derivative extinguishments                       (207,200,000)
(Benefit) provision for deferred
  income taxes                                       (2,900,000)
Decrease in assets held for sale                    19,400,000
Decrease in other assets                            (1,200,000)
Increase in accrued liabilities and payables       560,400,000
Loss on disposal of discontinued operation,
  net of tax                                                  -
Provision for credit losses --
  discontinued operation                                      -
                                                ---------------
Net Cash Flows provided by Operations             1,391,900,000

Cash Flows from Investing Activities
Finance receivables extended and purchased     (21,457,700,000)
Principal collections of finance receivables
and investments                                 24,831,400,000
Proceeds from asset and receivable sales         1,850,000,000
Purchases of assets to be leased and other
equipment                                       (1,177,300,000)
Net increase in short-term factoring
receivables                                       (120,500,000)
Net proceeds from sale of discounted operation      44,200,000
                                                ---------------
Net Cash Flows provided by (used for)
Investing Activities                             3,970,100,000

Cash Flows from Financing Activities
Net decrease in commercial paper                             -
Proceeds from the issuance of debt               7,966,700,000
Repayments of term debt                        (17,181,900,000)
Net increase (decrease) in deposits              2,606,900,000
Net repayments of non-recourse leveraged
lease debt                                         (28,600,000)
Proceeds from sale of stock                          7,600,000
Collection of security deposits and
maintenance funds                                  700,100,000
Repayment of security deposits and
maintenance funds                                 (637,300,000)
Treasury stock issuances                             5,500,000
Cash dividends paid                                (91,300,000)
Other                                              (66,400,000)
                                                ---------------
Net Cash Flows (used for) provided by
Financing Activities                            (6,718,700,000)
                                                ---------------
Net (decrease) increase in cash and
cash equivalents                                (1,356,700,000)
Unrestricted cash and cash equivalents,
beginning of period                              6,263,300,000
                                                ---------------
Unrestricted cash and cash equivalents,
end of period                                   $4,906,600,000
                                                ===============

Supplementary Cash Flow Disclosure
Interest paid                                     $182,000,000
Federal, foreign, state and local income
taxes refunded, net                                (75,900,000)

Supplementary Non-Cash Flow Disclosures
Net transfer of finance receivables from held
for investment to held for sale                    458,300,000
Vendor receivables previously off balance sheet
and brought on-balance sheet                       454,400,000
Vendor related debt previously off balance sheet
and brought on-balance sheet                      $454,400,000

                        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: Klayman Probing Brokerage Firms on InterNotes
--------------------------------------------------------
The Securities Law Firm of Klayman & Toskes, P.A. disclosed that
it is investigating the sales practices and due diligence of
Financial Industry Regulatory Authority brokerage firms who
solicited customers to purchase CIT InterNotes.  CIT Group issued
these debt instruments which were marketed by several brokerage
firms to retail investors as safe, conservative investments.
Investors have reported that their advisors represented that there
was "no market risk" to these products.  Moreover, to make these
products more appealing to retired and elderly investors, they
were told that if they passed away, the notes would revert back to
par.  This feature, also known as a "death put" or a "survivor's
option," allows the bondholders' survivors to sell the bonds back
to the issuer at face value.  However, due to the collapse and
bankruptcy of CIT Group, the "death put" feature may have no
value, and the liquidity of the CIT InterNotes is questionable.

The sales of the CIT InterNotes are now under scrutiny by FINRA.
Specifically, the regulatory body is examining the sales practices
of brokerage firms who sold these products to their customers, and
it is following up on "concerns about prospectus matters."
According to Herb Perrone of FINRA, "This is something that is on
our radar screen and we are looking into it and are conducting
examinations and some investigations."  Under FINRA Rules,
brokerage firms have an obligation to make suitable
recommendations to their customers, disclose the risks associated
with the investment, and to conduct adequate due diligence into
the investment.

Various brokerage firms marketed CIT InterNotes to investors
including Banc of America Securities, Incapital, Wachovia
Securities n/k/a Wells Fargo Advisors, Edward Jones, UBS, RBC
Capital Markets, Morgan Stanley, Bear Stearns n/k/a JPMorgan
Chase, Citigroup, Merrill Lynch, and Raymond James.

Retail investors who purchased CIT InterNotes from a full-service
brokerage firm and sustained significant losses can contact K&T to
explore their legal rights and options.  The attorneys at K&T are
dedicated to pursuing claims on behalf of investors who have
suffered investment losses.  K&T, an experienced, qualified and
nationally recognized securities litigation law firm, practices
exclusively in the field of securities arbitration and litigation.
It continues its representation of investors throughout the world
in securities arbitration and litigation matters against major
Wall Street brokerage firms.

                          About CIT Group

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

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

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

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

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


CITIGROUP INC: Fitch Revises 'B'' Trust Pref. Rating to Positive
----------------------------------------------------------------
Fitch Ratings has upgraded Citigroup Inc.'s Individual Rating to
'D/E' from 'E' and placed this rating on Rating Watch Positive.
Fitch has also revised the Rating Watch on Citi's 'B' trust
preferred rating to Positive from Negative.  A full list of
ratings follows this release.

In addition, Fitch has affirmed these ratings:

  -- Long-term Issuer Default Rating at 'A+';
  -- Short-term IDR at 'F1+';
  -- Support rating at '1';
  -- Support rating floor at 'A+'.

The affirmation of Citi's ratings reflect Citi's continued
systemic importance and the high level of capital and funding
support from the U.S. government.  The U.S. government's ownership
interest in Citi stood at 34% following the completion of Citi's
exchange offer which converted the bulk of preferred and a portion
of trust preferred securities to common equity.  This exchange
boosted tangible common equity by approximately $60 billion.

The upgrade of Citi's Individual rating recognizes improvements in
Citi's capital, liquidity and funding structure combined with
meaningful reductions in troubled capital market exposures and
non-core businesses.  Following the completion of Citi's exchange
offer, its TCE and Tier I common equity ratios now appear
relatively strong.  That said, these ratios must continue to be
viewed in the context of Citi's comparatively higher asset quality
problems and weaker operating earnings.

Non-core assets have declined by approximately $100 billion since
the beginning of 2009 with broad-based declines in various loan
and securities categories.  The recently completed sale of Nikko
Cordial along with continued progress working down other portfolio
categories will result in a further reduction in fourth quarter
2009.  However, non-core assets remained substantial at over
$600 billion (approximately one-third of Citi's balance sheet).
Consequently, fully winding down non-core assets likely will be a
multi-year task.

The Positive Rating Watch on the Individual rating incorporates
the improvements in capital as well as the possibility of
stabilizing loan portfolio quality and overall financial
performance.  There are early signs credit losses may be leveling
off although much depends on the future direction of U.S. housing
and unemployment as well as a continued turnaround in delinquency
trends in key international markets.  Notably, Citi is expected to
benefit from its limited commercial real estate loan exposure
compared with U.S. peer banks.  In Fitch's rating criteria, a
bank's standalone financial strength is reflected in Fitch's
Individual rating and the prospect of external support is
reflected in Fitch's support ratings.

For the trust preferred rating, the Positive Rating Watch reflects
a much improved capital composition following the exchange plan.
TCE has become the dominant portion of the capital structure at
approximately 70% of total capital compared with approximately 30%
before the exchange plan.  Going forward, aggregate coupon costs
on preferred instruments will decline by approximately $1 billion
per quarter.  The Positive Rating Watch on trust preferred
instruments also acknowledges stronger holding company liquidity
and the potential for stabilizing financial performance.

A positive resolution of the Rating Watch would hinge on these
major factors including: continued stabilization of core operating
results and asset quality, further progress in reducing non-core
assets, and maintenance of a solid capital position.  Fitch will
assess the prospective stability of Citi's liquidity and funding
profile as Citi ends the use of government funding support,
including guaranteed debt issues under the FDIC's TLGP program and
unlimited coverage of demand deposits through the FDIC's TAG
program.  Further, Fitch would factor in any capital impact on
possible repayment of TARP capital.

These Ratings have been upgraded and placed on Rating Watch
Positive:

Citigroup Inc.

  -- Individual to 'D/E' from 'E'.

Citibank, N.A.

  -- Individual to 'D/E' from 'E'.

Citibank (South Dakota), N.A.

  -- Individual to 'D/E' from 'E'.

Citibank Banamex USA

  -- Individual to 'D/E' from 'E'.

These Ratings have been affirmed with a Stable Outlook:

Citigroup Inc.

  -- Long-term IDR at 'A+'
  -- Senior unsecured at 'A+'
  -- Subordinated at 'A'
  -- Preferred at 'C'
  -- Short-term IDR at 'F1+'
  -- Support at '1'
  -- Support Floor at 'A+'
  -- Long-term FDIC guaranteed debt at 'AAA'
  -- Short-term FDIC guaranteed debt at 'F1+'

Citigroup Funding Inc.

  -- Long-term IDR at 'A+'
  -- Senior unsecured at 'A+'
  -- Short-term IDR at 'F1+'
  -- Short-term debt 'F1+'
  -- Long-term FDIC guaranteed debt at 'AAA'
  -- Short-term FDIC guaranteed debt at 'F1+'

Citigroup Global Markets Holdings Inc.

  -- Long-term IDR at 'A+'
  -- Senior unsecured at 'A+'
  -- Subordinated 'A'
  -- Short-term IDR at 'F1+'
  -- Short-term debt at 'F1+'

Citibank, N.A.

  -- Long-term IDR at 'A+'
  -- Long term deposits at 'AA-'
  -- Short-term IDR at 'F1+'
  -- Short-term deposits at 'F1+'
  -- Support at at '1'
  -- Support Floor at 'A+'
  -- Long-term FDIC guaranteed debt at 'AAA'
  -- Short-term FDIC guaranteed debt at 'F1+'

Citibank International PLC

  -- Long-term IDR at 'A+'
  -- Short-term IDR at 'F1+'
  -- Support at at '1'

Citibank (South Dakota), N.A.

  -- Long-term IDR at 'A+'
  -- Long-term deposits at 'AA-'
  -- Short-term IDR at 'F1+'
  -- Short-term deposits at 'F1+'
  -- Support at '1'
  -- Support floor at 'A+'

Citibank Banamex USA

  -- Long-term IDR at 'A+'
  -- Subordinated at 'A'
  -- Long-term deposits at 'AA-'
  -- Short-term IDR at 'F1+'
  -- Short-term deposits at 'F1+'
  -- Support at at '1'
  -- Support Floor at 'A+'

CitiFinancial Europe plc

  -- Long-term IDR at 'A+'
  -- Senior unsecured at 'A+'
  -- Senior shelf at 'A+'
  -- Subordinated at 'A'

Citigroup Derivatives Services LLC.

  -- Long-term IDR at 'A+'
  -- Short-term IDR 'F1+'
  -- Support at at '1'

Citibank Canada

  -- Long-term IDR at 'A+'
  -- Long-term deposits at 'A+'

Citibank Japan Ltd.

  -- Long-term IDR at 'A+'
  -- Short-term IDR at 'F1+'
  -- Support at '1'

Commercial Credit Company

  -- Senior unsecured at 'A+'

Associates Corporation of North America

  -- Senior unsecured at 'A+'
  -- Subordinated at 'A'

Egg Banking plc

  -- Senior unsecured at 'A+'
  -- Subordinated 'A'

These Ratings have been removed from Rating Watch Negative and
placed on Rating Watch Positive:

Citigroup Capital III, VII, VIII, IX, X, XIV, XV, XVI, XVII,
XVIII, XIX, XX, XXI, XXIX, XXX, XXXI, and XXXII

  -- Trust Preferred 'B'.

Adam Capital Trust III, Adam Statutory Trust III-V

  -- Trust Preferred 'B'.


CLAIRE'S STORES: Bank Debt Trades at 22% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 78.22 cents-
on-the-dollar during the week ended Friday, Nov. 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.63
percentage points from the previous week, The Journal relates.
The loan matures on May 29, 2014.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating while it carries Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
178 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Nov. 20.

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
61 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.


CLARIENT INC: Obtained Waiver of Non-Compliance From Gemino
-----------------------------------------------------------
Clarient, Inc., reports that on November 13, 2009, it entered into
an amendment to its credit agreement dated July 31, 2008, with
Gemino Healthcare Finance, LLC.

The Company was not in compliance with the minimum "fixed charge
coverage ratio" covenant as of September 30, 2009.

On November 13, 2009, the Company obtained a waiver of non-
compliance from Gemino Healthcare.

The Gemino Facility, as amended, continues to provide a revolving
credit facility under which the Company may borrow up to
$8.0 million from Gemino at an annual interest rate equal to the
30-day LIBOR (subject to a minimum annual rate of 2.50% at all
times) plus an applicable margin of 6.00%, secured by the
Company's accounts receivable and related assets through
January 31, 2011 (subject to acceleration if an event of default
occurs).

The Third Amendment extended the maturity date of the Gemino
Facility from January 31, 2010 to January 31, 2011, and eliminated
the minimum "Excess Liquidity" covenant of $3.0 million contained
within Section 6.06(b) of the Gemino Facility, as amended.

Excess Liquidity is defined as (i) the excess of availability
under the Gemino Facility, plus (ii) the aggregate amount actually
available to be borrowed by the Company under the Company's credit
facility with Safeguard Scientifics, Inc. (paid in full and
retired on May 14, 2009), plus (iii) unrestricted and unencumbered
(other than in favor of Gemino) cash on hand and cash equivalents,
minus (iv) all accounts payable and other current obligations that
are past their respective due dates).

The Third Amendment requires a "maximum loan turnover ratio"
(average monthly loan balance divided by average monthly
repayments multiplied by 30 days) of 35 days, though only for the
three months ended December 31, 2009.  The Third Amendment also
requires a minimum annualized "fixed charge coverage ratio"
covenant of 1.00 for the three months ending March 31, 2010, 1.10
for six months ending June 30, 2010, 1.20 for the nine months
ending September 30, 2010, and 1.20 for the 12 months ending
December 31, 2010 and thereafter.

The "fixed charge coverage ratio" is defined as the ratio of
EBITDA (net income plus interest expense, tax expense,
depreciation/amortization expense, and stock-based compensation
expense), to the sum of (i) interest expense paid in cash on the
Gemino Facility, plus (ii) payments made under capital leases,
plus (v) unfinanced capital expenditures, plus (vi) taxes paid.

In addition, the Third Amendment increased the "Advance Rate" to
85% from 75%.  The Advance Rate increase results in greater
availability under the Gemino Facility, as it allows the Company
to borrow against an increased base of eligible accounts
receivable.  No other material terms or conditions of the Gemino
Facility were amended by the Third Amendment.

As of November 13, 2009 there was an aggregate of roughly
$6.0 million outstanding under the Gemino Facility.

                        3rd Quarter Results

Clarient reported a net loss of $3,235,000 for the three months
ended September 30, 2009, from a net loss of $2,214,000 for the
same period a year ago.  The Company reported a net loss of
$3,362,000 for the nine months ended September 30, 2009, from a
net loss of $7,427,000 for the same period a year ago.

Net revenue for the three months ended September 30, 2009, was
$21,425,000 from $18,997,000 for the same period a year ago.  Net
revenue for the nine months ended September 30, 2009, was
$68,347,000 from $51,799,000.

At September 30, 2009, the Company had $51,316,000 in total assets
against total current liabilities of $14,153,000, long-term
capital lease obligations of $806,000, deferred rent and other
non-current liabilities of $3,177,000, and redeemable Series A
convertible preferred stock of $38,586,000; resulting in
stockholders' deficit of $5,406,000.

Ron Andrews, Clarient Vice Chairman and Chief Executive Officer
said, "Our business in terms of customer growth, case volumes,
tests per case, menu expansion and market penetration continues to
grow and indicates the potential for even stronger quarters ahead
for Clarient."

"At the beginning of 2009, management identified the reduction of
our bad debt and improvement of our billing and collections
processes as a top priority.  The third quarter's financials
include new information gathered after the close of the quarter
which allowed us to have a better understanding of payor behavior
patterns and will assist us in improving the future collectability
of our receivables. Having better information about our payors
will allow us to initiate action to engage them.  For example, one
of our goals will be to get non-paying, non-contracted insurers
under contract as rapidly as possible," Mr. Andrews said.  "That
strategy should improve our non-contracted payor collections and
position us to make positive rate adjustments in future periods.
Going forward, we believe that the net annual revenue impact of
the pricing adjustments for these payors will be less than five
percent annually, and the subsequent reduction of bad debt expense
over time should still allow us to achieve our earnings per share
goals in 2010."

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4a01

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4a02

Clarient, Inc., and its wholly owned subsidiaries comprise an
advanced oncology diagnostic services company, headquartered in
Aliso Viejo, California.


CLEARWIRE COMMUNICATIONS: S&P Retains 'B+' Rating on Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' issue-level
rating on Clearwire Communications LLC's and Clearwire Finance
Inc.'s jointly issued secured notes due 2015 remains unchanged.
The note issue has been upsized to $1.6 billion from
$1.45 billion.  The recovery rating remains unchanged at '1',
indicating expectations for very high (90%-100%) recovery in the
event of payment default.

The 'B-' corporate credit rating on Clearwire Corp. remains
unchanged.

                          Ratings List

                         Clearwire Corp.

         Corporate Credit Rating             B-/Stable/--

                   Clearwire Communications LLC
                      Clearwire Finance Inc.

              Secured $1.6 bil notes due 2015     B+
               Recovery Rating                    1


COASTAL DINING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Coastal Dining One, Inc.
          dba M&E
        1004 Glenforest Road
        Myrtle Beach, SC 29579

Bankruptcy Case No.: 09-08699

Chapter 11 Petition Date: November 19, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Debtor's Counsel: James Marshall Biddle, Esq.
                  Biddle Law Firm, PA
                  PO Box 50460
                  Myrtle Beach, SC 29579
                  Tel: (843) 903-1600
                  Email: marshall@biddlelawfirm.net

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

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

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

The petition was signed by Frank S. Sicilia, president of the
Company.


COBALIS CORP: Confirms Filing of 5-Count Lawsuit Against Yorkville
------------------------------------------------------------------
Cobalis Corporation said that on November 9, it filed a five-count
adversarial complaint against secured creditor Yorkville
Advisors/YA Global Investments, L.P., formerly known as Cornell
Capital Partners, L P in the U.S. Bankruptcy Court, Santa Ana,
California.

Yorkville Advisors LLC is a consultancy that arranges financings
for public companies using a technique known as Private Investment
in Public Equities.  It has been alleged that YAGI and its
predecessor Cornell are one of the largest investors in PIPE
transactions and may have entered into over 300 transactions with
publicly traded companies.

On December 20, 2006, Cobalis entered into a Securities Purchase
Agreement with Cornell whereby Cornell agreed to purchase up to
$3,850,000 of convertible debentures from Cobalis which could be
converted into Cobalis' common stock.  The transaction is
considered a PIPE transaction as commonly referred to in the
securities industry.

Over the next two to three years and beginning in April 2007, just
four months after the PIPE agreement was signed, YAGI sold over
15,000,000 shares of Cobalis stock pursuant to their joint
disclosure statement filing with the bankruptcy court.  From April
2007 to July 2007, Cobalis Corporation share price went from
approximately $1.20 per share to $0.10 per share significantly
impacting the ability of Cobalis to launch PreHistin(R) to world-
wide markets as a nutraceutical allergy relief alternative to
antihistamines or to secure funding for another Phase III FDA
clinical trial. The resulting drop in Cobalis share price amounted
to loss of approximately $60,000,000 in shareholder equity.

On August 1, 2007, less than seven months after execution of the
PIPE transaction, YAGI involuntarily filed to convert Cobalis to
Chapter 7 liquidation.  It has been alleged that this was done
ahead of the allowable cure periods for the alleged default as an
attempt to prevent Cobalis from honoring its obligations pursuant
to the PIPE transaction.

Following are a summary of the claims by Cobalis as filed in the
lawsuit:

   -- Two counts of Breach of Contract and allegations of
      "equitable fraud".

   -- Breach of contract and accumulating greater than 4.99% of
      Cobalis shares at one time.

   -- Securities Fraud for violation of SEC Rule 10-b-5 relating
      to short selling without proper representation.

   -- Equitable Fraud and Breach of Fiduciary Obligations by YAGI
      in collecting $415,000 in fees paid by Cobalis for execution
      of this PIPE transaction.

Cobalis is seeking for relief of costs and damages on all counts
and for such further relief as the court deems just and proper.
Tentative status conference hearing is scheduled for February 4,
2010.

Cobalis continues to operate and sell PreHistin(R) under a Chapter
11 reorganization and has submitted a reorganization plan to the
bankruptcy court that also has jurisdiction over this lawsuit, so
they may be successfully discharged from bankruptcy.

The Cobalis Plan intends to pay back all creditors at 100% of
allowable claims and also retains 100% of Cobalis shareholder
equity.  Cobalis believes YAGI may have already recouped all or
more of their investment from their sale of 15,000,000 Cobalis
shares.  If Cobalis pays back YAGI in full, YAGI will be required
to return over eight million (8,000,000) pledged shares of Cobalis
stock.

YAGI has also submitted a competing plan to the bankruptcy court.
Their plan, as filed with the court, intends to wipe-out the
common stock of Cobalis and its shareholders, pay creditors 4 to
15 cents on the dollar, and allow 90 % of revenues from the world
wide distribution of PreHistin(R) to be accrued to a Canadian
business entity alleged to have been recently purchased by YAGI
and managed by a current YAGI principal.

The next CH 11 plan hearing date is December 16, 2009.
Subsequently, creditors will be properly notified during January
2010 and have an opportunity to vote on the Cobalis Plan or the
YAGI competing plan, if either or both, are approved by the court
for plan confirmation vote by creditors.

Cobalis continues to execute their international sales, marketing,
distribution and licensing strategies and their previously
announced direct response television (DRTV) campaign for
PreHistin(R).  Current DRTV campaign launch is scheduled for
December 26, 2009.  Cobalis Corp is also initiating plans to
return to fully reporting status in early 2010.

                           About Cobalis Corp

Cobalis Corp. (OTC:CLSC) is an over the counter pharmaceutical and
nutraceutical company.  Its flagship product, PreHistin(R) is
designed to prevent the primary causes of airborne allergies.
PreHistin(R), "The World's FIRST Pre-Histamine"(R) is the only
Phase III clinically tested sublingual product fully patented for
long term and daily use without a prescription to help relieve
allergy sufferers from both indoor and outdoor allergens.

PreHistin(R) has shown in previous clinical studies to modulate
the body's level of immunoglobulin E (IgE), thus reducing the
overproduction of histamines, the primary cause of airborne
allergy symptoms.  Studies have shown that the active ingredient
in PreHistin(R), an FDA safety approved 3.3 mg Cyanocobalamin
(Vitamin B12) mega-dose sub-lingual lozenge has essentially no
risks or adverse side effects to the general population including
sedation and drowsiness found in many allergy medications
currently available.

Cobalis Corp. put itself in October 2007 (Bankr. C.D. Calif. Case
No. 07-12347) in response to an involuntary liquidating Chapter 7
petition filed in August by Y.A. Global Investments LP, the holder
of $3 million in secured convertible debentures.

In August 2009, Cobalis Corporation filed a "five year"
reorganization plan.


COLMAR USA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Colmar USA, Inc.
        3790 Commerce Court, Suite 100
        Wheatfield, NY 14120

Bankruptcy Case No.: 09-15483

Chapter 11 Petition Date: November 19, 2009

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Arthur G. Baumeister Jr., Esq.
                  Amigone, Sanchez, et al
                  1300 Main Place Tower
                  350 Main Street
                  Buffalo, NY 14202
                  Tel: (716) 852-1300
                  Email: abaumeister@amigonesanchez.com

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

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

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

The petition was signed by Gianluca Manzo, vice president of the
Company.


COMMERCE BANK, FLORIDA: Stillwater Bank Assumes All Deposits
------------------------------------------------------------
Commerce Bank of Southwest Florida, Fort Myers, Florida, was
closed November 23 by the Florida Office of Financial Regulation,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Central Bank, Stillwater,
Minnesota, to assume all of the deposits of Commerce Bank of
Southwest Florida.

The sole branch of Commerce Bank of Southwest Florida will reopen
on Monday as a branch of Central Bank.  Depositors of Commerce
Bank of Southwest Florida will automatically become depositors of
Central Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branch until
Central Bank can fully integrate the deposit records of Commerce
Bank of Southwest Florida.

As of August 28, 2009, Commerce Bank of Southwest Florida had
total assets of $79.7 million and total deposits of approximately
$76.7 million.  Central Bank did not pay a premium to assume all
of the deposits of Commerce Bank of Southwest Florida. In addition
to assuming all of the deposits of the failed bank, Central Bank
agreed to purchase essentially all of the assets.

The FDIC and Central Bank entered into a loss-share transaction on
approximately $61 million of Commerce Bank of Southwest Florida's
assets.  Central Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector. The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-913-5370.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/commercesw-fl.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $23.6 million.  Central Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. Commerce Bank of Southwest Florida is
the 124th FDIC-insured institution to fail in the nation this
year, and the twelfth in Florida.  The last FDIC-insured
institution closed in the state was Orion Bank, Naples, on
November 13, 2009.


CONNECTOR 2000: S&P Downgrades Rating on Bonds to 'C' From 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'C' from
'CC' on Connector 2000 Association Inc. of Greenville, S.C.'s
bonds and placed the rating on CreditWatch with negative
implications.

"The rating actions reflect S&P's view that a payment default on
the senior-lien bonds is expected to occur on the Jan. 1, 2010,
payment date, absent a debt restructuring that management does not
expect to conclude before that time," said Standard & Poor's
credit analyst Mary Ellen Wriedt.

The lowered rating reflects the continued failure of traffic and
revenues to reach projected levels and the tapping of the reserve
account for debt service payments since fiscal 2003.  There is
continued uncertainty regarding the project's long-term ability to
pay timely principal and interest under the current back-ended
amortization schedule.  Current figures provided by the
association indicate that the senior debt service reserve fund has
been nearly exhausted in 2009 following the July 1 interest
payment, and a payment default will occur as of Jan. 1, 2010.
Management has stated that they are in discussions with the bond
trustee and the state of South Carolina to explore restructuring
the debt; however, this restructuring is not expected to conclude
before the payment default.

Opened in March 2001, the Southern Connector is a 16-mile, four-
lane start-up toll road extending from the intersection of I-
85/185 to the intersection of I-385 in Greenville.  The toll road
provides the major east-west traffic flow in the southern part of
Greenville.  The association is a nonprofit corporation that was
formed in 1996 to construct and operate the Southern Connector.
The association has outstanding $64.4 million of series 1998A
senior current interest toll road revenue bonds and $165.4 million
of series 1998B senior capital appreciation toll road revenue
bonds.


CONSECO INC: Subsidiary Inks Reinsurance Agreement with Wilton
--------------------------------------------------------------
Conseco, Inc., disclosed in a regulatory filing Friday a new
agreement under which its Bankers Life and Casualty Company
subsidiary will coinsure, with an effective date of October 1,
2009, about 237,000 life insurance policies with Wilton
Reassurance Company.  Wilton Re will pay a ceding commission of
approximately $45 million and 50% coinsure these policies, which
will continue to be administered by Bankers Life.

"This transaction is expected to increase Conseco's consolidated
risk-based capital ratio by 9 percentage points, along with
increasing statutory capital by the amount of the ceding
commission," said Conseco CEO Jim Prieur.

In the transaction, Bankers Life will transfer to Wilton Re
approximately $95 million in investment securities and policy
loans and $140 million of statutory policy and other liabilities.
The transaction, which is subject to the approval of insurance
regulators in Illinois and Wisconsin, is expected to be completed
in the fourth quarter of 2009.

As a result of the transaction, Conseco expects to record an
increase to its deferred tax valuation allowance of approximately
$19 million in the fourth quarter of 2009.  Conseco also expects
to record a pre-tax deferred cost of reinsurance of approximately
$30 million, which, in accordance with generally accepted
accounting principles, will be amortized over the life of the
block, reducing quarterly pre-tax income from operations by
approximately $.5 million.  In addition, Conseco's future GAAP
income from operations will be reduced by the earnings from the
portion of the block that is coinsured; such pre-tax earnings
before overhead were approximately $2 million in the third quarter
of 2009.

                       About Conseco Inc.

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

                         *     *     *

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

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


CONSTELLATION BRANDS: Bank Debt Trades at 5.39% Off
---------------------------------------------------
Participations in a syndicated loan under which Constellation
Brands, Inc., is a borrower traded in the secondary market at
94.61 cents-on-the-dollar during the week ended Friday, Nov. 20,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.53 percentage points from the previous week, The Journal
relates.  The loan matures on May 11, 2013.  The Company pays 150
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba3 rating and Standard & Poor's BB rating.
The debt is one of the biggest gainers and losers among 178 widely
quoted syndicated loans with five or more bids in secondary
trading in the week ended Nov. 20.

Headquartered in Fairport, New York, Constellation Brands, Inc.
(NYSE:STZ) -- http://www.cbrands.com/-- has more than 250 brands
in its portfolio, sales in approximately 150 countries and
operates approximately 60 wineries, distilleries and distribution
facilities.  The company has market presence in the U.K.,
Australia, Canada, New Zealand, and Mexico.

Barton Brands Ltd. is the spirits division of Constellation
Brands, Inc., is a producer, importer and exporter of a wide range
of spirits products, including brands such as Black Velvet
Canadian Whisky, Ridgemont Reserve 1792 bourbon, and Effen vodka.

Constellation Brands carries a 'BB-'/stable issuer rating from
Fitch, a 'Ba3' long term corporate family rating from Moody's, and
'BB' issuer credit ratings from Standard & Poor's.


COREL CORP: Directors Approve Vector's US$4 Per Share Tender Offer
------------------------------------------------------------------
Corel Corporation and Corel Holdings, L.P., a limited partnership
controlled by an affiliate of Vector Capital, said the directors
mandated by the Board of Directors of Corel to act as the Board
have unanimously determined to recommend, on behalf of the
Company, that shareholders tender their shares pursuant to the
CHLP tender offer.

Corel Holdings -- a holding company organized by VCP II
International LLC, a manager of private equity funds in the Cayman
Islands for the purpose of holding Corel shares -- is offering to
acquire all of the issued and outstanding Shares not already owned
by Vector for US$4.00 per Share, upon the terms and subject to the
conditions specified in an Offer to Purchase dated October 28,
2009, and related Letter of Transmittal, as amended and
supplemented.

Corel Holdings initially made an all-cash tender offer to acquire
all of the issued and outstanding common shares of Corel at
US$3.50 per share, net to the seller in cash, without interest and
less applicable withholding taxes.

Vector owns approximately 67% of the Company's outstanding Shares
on a fully-diluted basis.

A copy of the Amended and Restated Offer to Purchase for Cash is
available at no charge at http://ResearchArchives.com/t/s?49e4

On November 16, Corel filed a Solicitation/Recommendation
Statement on Schedule 14D-9 announcing that the directors mandated
by its Board of Directors to act as the Board have unanimously
determined to recommend, on behalf of the Corel, that shareholders
tender their shares of the Company's common stock pursuant to the
tender offer commenced by Corel Holdings.

The directors mandated to act as the Board with respect to this
matter are Daniel T. Ciporin, Steven Cohen and Barry A.
Tissenbaum.

In reaching their determination, Corel said its Board considered
numerous factors.  A full-text copy of Corel's statement is
available at no charge at http://ResearchArchives.com/t/s?49e2

The Board has retained Genuity Capital Markets as its financial
advisor and Bennett Jones LLP and Kaye Scholer LLP as its legal
advisors.  The Company has retained Woodside Counsel, P.C. as U.S.
counsel, and Bennett Jones LLP, as Canadian legal counsel.

Innisfree M&A Incorporated is serving as information agent for the
tender offer.  Davis Polk & Wardwell LLP and Osler, Hoskin &
Harcourt LLP are acting as legal counsel to Vector Capital and
CHLP.

                   Potential Breach of Covenant

Genuity considered Corel's ability to maintain compliance with the
restrictive covenants under its existing credit facility based
upon available information.  In Genuity's view, assuming certain
one-time charges are incurred in the first quarter of 2010, the
Company would not be in compliance with the total leverage debt
covenant at the end of Q1 2010.  The Company's credit facility
provides for an "equity cure" in the event of covenant default
whereby the Company can apply the proceeds from an equity offering
(within certain limitations as fully described in the credit
facility agreements) directly towards EBITDA (as defined in such
credit facility agreements) for the purpose of calculating the
total leverage ratio.

Genuity believes that the ability to apply an "equity cure" in an
amount between $5 million and $10 million within 45 days of the
end of Q1 2010 will be available to the Company, and would be
sufficient to prevent the Company from violating the total
leverage covenant test at the end of Q1 2010.  If the Company
cannot effect an equity cure on terms that are reasonable or at
all, this may have a material adverse effect on the Company.  The
issuance of equity securities necessary to raise this capital
could result in substantial dilution to the Company's existing
stockholders.

A full-text copy of the SOLICITATION/RECOMMENDATION STATEMENT is
available at no charge at http://ResearchArchives.com/t/s?49e3

                        Directors' Support

On November 17, the Company said the directors mandated to act on
behalf of the Board have carefully reviewed the CHLP tender offer
with the assistance of their financial and legal advisors.  In
addition, the Company said based on that review, the directors
have unanimously determined that the US$4.00 per share price
offered by CHLP in its tender offer is fair to the minority
shareholders and to recommend, on behalf of the Company, that
shareholders tender their shares pursuant to the CHLP tender
offer.

"We are delighted that the directors have resolved to support the
tender offer" said Amish Mehta, partner at Vector Capital.  "We
have arrived at an outcome that will provide the minority
shareholders with a significant premium for their shares and allow
Corel to benefit from being a private company."

The tender offer is scheduled to expire at midnight, New York City
time on Wednesday, November 25, 2009.

The offer is conditioned upon, among other things, there being
validly tendered and not withdrawn on or prior to the expiration
of the offer a number of Corel common shares representing at least
a majority of the aggregate number of the outstanding common
shares (calculated on a fully-diluted basis as of the date the
shares are accepted for payment pursuant to the offer), excluding
the common shares beneficially owned by CHLP and its affiliates,
and the votes attaching to which shall be qualified to be included
as votes in favor of any Subsequent Acquisition Transaction -- as
defined in the offer to purchase relating to the offer -- in
determining whether minority approval (as construed under
applicable Canadian securities law) has been obtained in respect
thereof.  The Majority of the Minority Condition is not waivable.
The offer is not subject to a financing condition.

If the tender offer is successfully completed, CHLP will take
steps as necessary to acquire all common shares not tendered in
the offer at the same price per share as it paid in the offer, to
de-register Corel as a public company and to thereby cause Corel
to become a private company owned by CHLP.

A full-text copy of the Materials presented by Genuity Capital
Markets to the Designated Directors on November 15, 2009, is
available at no charge at http://ResearchArchives.com/t/s?49e1

                       About Vector Capital

Vector Capital -- http://www.vectorcapital.com/-- is a private
equity firm specializing in spinouts, buyouts and
recapitalizations of established technology businesses.  Vector
Capital identifies and pursues these complex investments in both
the private and public markets.  Vector Capital actively partners
with management teams to devise and execute new financial and
business strategies that materially improve the competitive
standing of these businesses and enhance their value for
employees, customers and shareholders.  Among Vector Capital's
notable investments are LANDesk Software, Savi Technology,
SafeNet, Precise Software Solutions, Printronix, Register.com,
Tripos and Watchguard Technologies.

                         About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The Company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The Company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the Company's global e-
Stores, and the Company's international network of resellers and
retail vendors.

The Company's product portfolio includes CorelDRAW(R) Graphics
Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM),
VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and
WinZip(R).  The Company's global headquarters are in Ottawa,
Canada, with major offices in the United States, United Kingdom,
Germany, China, Taiwan, and Japan.

At August 31, 2009, the Company had $189.7 million in total assets
against $199.7 million in total liabilities, resulting in
$10.0 million in shareholders' deficit.

Corel's working capital deficiency at August 31, 2009, was
$10.5 million, an increase of $7.7 million from the November 30,
2008, working capital deficiency of $2.8 million.

                           *     *     *

As reported by the Troubled Company Reporter on November 3, 2009,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Ottawa-based packaged software provider Corel
Corp. to 'B-' from 'B'.  S&P also lowered the issue-level rating
on the company's senior secured credit facility by one notch to
'B-' from 'B'.  The '3' recovery rating on the debt is unchanged.


COREL CORP: ESW Says Shares Undervalued; Ups Stake to 17.4%
-----------------------------------------------------------
ESW Capital, LLC, has acquired ownership and control of 2,090,232
common shares of Corel Corporation representing approximately 8.1%
of the issued and outstanding securities of that class.  ESW
Capital acquired these common shares of Corel by private agreement
at a price of US$4.75 per common share, representing C$5.0312 per
share.

As a result of this acquisition, ESW Capital now owns 4,495,644
common shares of Corel representing 17.4% of the total issued and
outstanding common shares of Corel.

In a regulatory filing with the Securities and Exchange
Commission, ESW Capital said it began acquiring Corel shares for
investment purposes because ESW Capital believes the common stock
is undervalued.  ESW Capital, together with any other person or
company acting jointly or in concert with ESW Capital, acquired
the common shares for investment purposes and may acquire further
common shares or dispose of its holdings of common shares both as
investment conditions warrant.

ESW Capital said on November 13, 2009, it contacted two large
shareholders of Corel to discuss if they would have any interest
in selling their shares.  On November 16, ESW Capital was
contacted by representatives from one of the large shareholders
previously contacted by ESW Capital on November 13.  After a
series of phone conversations, ESW Capital agreed with the
shareholder that the shareholder would sell 2,090,232 shares to
ESW Capital for US$4.75 per share.  This transaction was
consummated on November 17, 2009.

ESW Capital said it contacted Genuity Capital Markets, the
financial advisor to Corel's special committee of its board of
directors that was formed to evaluate a pending tender offer by
Corel's majority shareholder Vector Capital Partners II
International, Ltd. and its affiliate Corel Holdings, L.P. for the
remainder of Corel's common stock.  On November 3, Genuity Capital
Markets informed ESW Capital's representative that it had met with
Vector Capital and Corel, and that Vector Capital was not
interested in selling its shares to ESW Capital or its affiliates.

A full-text copy of ESW Capital's Schedule 13D filing is available
at no charge at http://ResearchArchives.com/t/s?49e0

For further information or for a copy of ESW Capital's Early
Warning Report, please contact: Andrew S. Price, VP Finance,
Telephone: 512-524-6149, ESW Capital, LLC, 6011 West Courtyard
Drive, Austin, TX, USA, 78730.

                         About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The Company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The Company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the Company's global e-
Stores, and the Company's international network of resellers and
retail vendors.

The Company's product portfolio includes CorelDRAW(R) Graphics
Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM),
VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and
WinZip(R).  The Company's global headquarters are in Ottawa,
Canada, with major offices in the United States, United Kingdom,
Germany, China, Taiwan, and Japan.

At August 31, 2009, the Company had $189.7 million in total assets
against $199.7 million in total liabilities, resulting in
$10.0 million in shareholders' deficit.

Corel's working capital deficiency at August 31, 2009, was
$10.5 million, an increase of $7.7 million from the November 30,
2008, working capital deficiency of $2.8 million.

                           *     *     *

As reported by the Troubled Company Reporter on November 3, 2009,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Ottawa-based packaged software provider Corel
Corp. to 'B-' from 'B'.  S&P also lowered the issue-level rating
on the company's senior secured credit facility by one notch to
'B-' from 'B'.  The '3' recovery rating on the debt is unchanged.


CR GAS: Bank Debt Trades at 6.4% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which CR Gas Storage is
a borrower traded in the secondary market at 93.60 cents-on-the-
dollar during the week ended Friday, Nov. 20, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.78 percentage points
from the previous week, The Journal relates.  The loan matures on
May 13, 2013.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among 178 widely quoted syndicated loans with five or more
bids in secondary trading in the week ended Nov. 20.

Niska Gas Storage's -- http://www.niskags.com/-- natural gas
storage business is located in key North American natural gas
producing and consuming regions and is connected to multiple gas
transmission pipelines.  Niska and its subsidiaries own and
operate approximately 140 billion cubic feet of working gas
capacity at three facilities: Suffield - 85 Bcf in Alberta;
Countess - 40 Bcf in Alberta; and Salt Plains - 15 Bcf in
Oklahoma.  The Suffield and Countess gas storage facilities
conduct business under the name AECO Hub.

Niska Gas Storage, also known as CR Gas Storage, and formerly
EnCana Gas Storage, in May 2006, completed the first phase of its
sale from EnCana Corporation to the Carlyle/Riverstone Global
Power and Energy Fund, an energy private equity fund managed by
Riverstone Holdings and The Carlyle Group.  In conjunction with
the closing, Niska announced that effective immediately it has
changed its name from EnCana Gas Storage to Niska Gas Storage.


CRABTREE & EVELYN: Can Solicit Votes for Amended Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the Crabtree & Evelyn, Ltd.'s first amended
disclosure statement with respect to its first amended plan of
reorganization.  The approval of the Disclosure Statement allows
the Company to distribute its Plan to its creditors for a vote
which, if approved by creditors and the Bankruptcy Court and the
conditions to the effectiveness of the Plan are met, will allow
the Company to exit Chapter 11.  The official committee of
unsecured creditors, which represents the interests of general
unsecured creditors, has urged creditors to vote in favor of the
Plan.  The deadline to submit votes in favor of or against the
Plan is January 5, 2010.  The hearing on confirmation of the Plan
is scheduled for January 14, 2010 and, if approved, the Company
anticipates that the Plan will become effective by the end of
January 2010.

Woodstock, Connecticut-based Crabtree & Evelyn, Ltd. --
http://www.crabtree-evelyn.com/-- has evolved from a small,
family-run business, to a company with worldwide manufacturing and
distribution capabilities, worldwide distribution channels and 126
retail locations in the United States, making it well-known and
respected for its English-style elegance. Through a multi-channel
sales strategy, including sales through retail, wholesale, export,
affiliate and internet channels, it manufactures and distributes
its products worldwide.

The Company is a direct, wholly owned subsidiary of Crabtree &
Evelyn Holdings Limited.  Crabtree & Evelyn Holdings is a direct,
wholly-owned subsidiary of CE Holdings Ltd., a British Virgin
Islands based investment holding company. CE Holdings is a direct,
wholly-owned subsidiary of KLKOI.  KLKOI is a direct, wholly owned
subsidiary of Kuala Lumpur Kepong Berhad, a Malaysian corporation
("KLK").  KLK is a Malaysian public limited liability company, the
stock of which is publicly traded on the Kuala Lumpur stock
exchange.

The Company filed for Chapter 11 on July 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-14267).  Lawrence C. Gottlieb, Esq., at Cooley Godward
Kronish LLP, represents the Debtor in its restructuring efforts.
The Debtor has hired employ Clear Thinking Group LLC as financial
advisor; KPMG Corporate Finance LLC as real estate consultant;
Epiq Bankruptcy Solutions LLC as claims agent.  The Debtor has
assets and debts both ranging from $10 million to $50 million.


CRAYHON RESEARCH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Crayhon Research, A Nevada Corporation
        611 Sierra Rose Dr., Suite B
        Reno, NV 89511

Bankruptcy Case No.: 09-54142

Chapter 11 Petition Date: November 19, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge St
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Email: mail@asmithlaw.com

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

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

According to the schedules, the Company has assets of $3,813,805
and total debts of $1,502,215.

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/nvb09-54142.pdf

The petition was signed by Michael R. Vierra, CEO/president of the
Company.


CROWN UNLIMITED: 7th Cir. Concludes LBO Transaction Was Wrong
-------------------------------------------------------------
WestLaw reports that an Indiana bankruptcy court did not clearly
err in finding that the payments made by a Chapter 7 debtor in
purchasing, through a leveraged buyout (LBO), the assets of a
manufacturing company were made without receiving "reasonably
equivalent value," within the meaning of Indiana's Uniform
Fraudulent Transfer Act (UFTA).  Even if, as a result of obtaining
a $3.1 million bank loan and executing a $2.9 million promissory
note payable to the company, both of which were secured by liens
on all of the company's assets, and permitting the company's
shareholders to keep some of the company's cash through payment of
a $590,328.00 "dividend," the debtor was not actually insolvent ab
initio, all of its physical assets were encumbered twice over, and
the dividend plus the debtor's interest obligations drained the
company of virtually all its cash.  Thus, as a result of the lack
of equivalence, the debtor began life with "unreasonably small"
assets given the nature of its business.  Accordingly, bankruptcy
was a consequence both likely and foreseeable, and bankruptcy in
fact occurred some three-and-a-half years after the transaction.
Boyer v. Crown Stock Distribution, Inc., --- F.3d ----, 2009 WL
3837312 (7th Cir.) (Posner, Rovner and Williams, JJ.).

Crown Unlimited Machine, Inc., designed and manufacturered
machinery for cutting and bending tubes.  Most of the machinery it
made was custom-designed to the buyer's specifications, and only
two other companies manufactured custom-designed machinery of that
type.

In January 1999, Kevin E. Smith, the president of a company in a
similar line business, purchased Crown's assets for $6 million --
$500 of which he personally contributed and the balance being paid
from borrowed cash or delivery of promissory notes.

Old Crown (now called Crown Stock Distribution, Inc.) was reduced
to a pile of cash and notes, paid its debts and is in the process
of winding up for the benefit of its shareholders.

New Crown (which adopted the Crown Unlimited Machine, Inc., name)
was a flop.  It declared bankruptcy in July 2003, and its assets
were sold to Crown Acquisition, LLC (a new company of which Mr.
Smith is the president and is now doing business as Crown
Unlimited Machine, Inc.) for $3.7 million.  Most of the money
realized in the sale was required for paying off the bank; very
little was left over to pay the claims of New Crown's unsecured
creditors, who were owed some $1.6 or $1.7 million.

R. David Boyer, in his capacity as the Chapter 7 Trustee for New
Crown, sued (Bankr. N.D. Ind. Adv. Pro. No. 04-1085) Old Crown,
seeking to recover, as fraudulent transfers under Indiana law,
$3.3 million that the debtor had made to the now-defunct
manufacturing company for the purchase of the company's assets,
and an additional $590,328.00 "dividend" that company distributed
to its shareholders around the time of the sale.  The United
States Bankruptcy Court for the Northern District of Indiana
entered order avoiding the transaction as fraudulent as to the
$3.3 million payments, but ruled that the "dividend" was
legitimate.  The Defendants appealed, and the trustee filed a
cross-appeal.  The District Court (N.D. Ind. Case No. 06-cv-409),
Robert L. Miller, Jr., Chief Judge, 2009 WL 418275, affirmed, and
appeals were then taken to the Seventh Circuit.  The Seventh
Circuit holds that (1) the parties' transaction was a leveraged
buyout; (2) the bankruptcy court did not clearly err in finding
that debtor's payments were made without receiving "reasonably
equivalent value" under Indiana's Uniform Fraudulent Transfer Act
(UFTA); (3) the "dividend" was part of the fraudulent transfer,
not a normal distribution of previously earned profits; and (4)
trustee was entitled to recover from shareholders, as initial
transferees, the payments of $3.3 million as well as the $590,328
"dividend."


CRUSADER ENERGY: Jones Energy's $289MM Offer Wins Auction
---------------------------------------------------------
Crusader Energy Group Inc. disclosed that J/M Crusader Acquisition
Sub LLC, a subsidiary of Jones Energy Ltd., was the successful
bidder at an auction conducted on Friday, November 13.  Jones'
successful bid is to acquire all shares of the common stock of
Crusader that will be issued upon the effectiveness of the
reorganization of Crusader and its wholly owned subsidiaries under
Chapter 11 of the United States Bankruptcy Code.

Under Crusader's proposed plan of reorganization, all of the
currently outstanding equity interests in Crusader would be
cancelled upon consummation of the Jones transaction and Crusader
and its wholly-owned subsidiaries would become subsidiaries of
Jones.

Jones agreed to pay a combination of cash and a contractual
contingent payment right to receive 22% of the net cash flow from
certain of Crusader's properties after the closing.  The Jones'
bid was valued in the aggregate at $289 million, of which
$240.5 million will be in cash, subject to customary closing
adjustments. The contractual contingent payment right has an
agreed value of $48.5 million among Crusader and certain of its
creditors.  Based on the consideration to be paid by Jones, the
holders of Crusader's outstanding equity interests would not
receive any distribution under the proposed plan of reorganization
on account of their equity interests.

The closing of the transaction is subject to customary conditions,
as well as confirmation of Crusader's plan of reorganization by
the Bankruptcy Court.  The closing is expected to occur during the
fourth quarter of 2009.

In addition, Crusader completed the sale of certain oil and gas
assets in the Whittenburg Basin in the Texas Panhandle on
November 13, 2009.  As previously announced, the Whittenburg Basin
assets were subject to a separate sales process structured as a
sale of assets under Section 363 of the United States Bankruptcy
Code.  Gunn Oil Company, Cogent Exploration, Ltd., and Apollo
Exploration, LLC, acquired the Whittenburg Basin assets for
$400,000.00 in cash and the assumption of approximately
$9.9 million of certain contractual obligations of Crusader and
its subsidiaries.

Jefferies & Company, Inc. acts as financial adviser to Crusader in
its Chapter 11 reorganization and advised Crusader on this
transaction.  Vinson & Elkins LLP is restructuring and
reorganization counsel to Crusader.

                      The Chapter 11 Plan

The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, has approved the disclosure statement explaining
Crusader Energy Group Inc., et al.'s amended joint plan of
reorganization.  The Court also approved the filing of the Plan
Supplement no later than November 25, 2009.  Completed ballots
must be received on or before 4:00 p.m. on December 4, 2009

The Court has scheduled a confirmation hearing for December 15,
2009, at 9:00 a.m.  The Court also fixed December 4, 2009, at
4:00 p.m. as the deadline for filing of written objections to the
confirmation of the Plan, including the assumption or rejection of
executory contracts and unexpired leases.

The Plan contemplates the restructuring of the Debtors through a
sale of the Debtors' assets and equity interests.  Under the stock
purchase agreement with SandRidge Exploration and Production, LLC
and SandRidge Energy, Inc. -- or to another party with a higher
and better offer -- all outstanding equity interests of Crusader
will be cancelled and new stock in Reorganized Crusader will be
issued to the potential buyer.

                      About Crusader Energy

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

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

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


DANIEL SANDOVAL: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Daniel Sandoval Trucking, Inc.
        P.O. Drawer 387
        Olton, TX 79064

Bankruptcy Case No.: 09-50545

Chapter 11 Petition Date: November 20, 2009

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

Judge: Robert L. Jones

Debtor's Counsel: Max Ralph Tarbox, Esq.
                  McWhorter, Cobb & Johnson, LLP
                  1722 Broadway
                  P.O. Box 2547
                  Lubbock, TX 79408
                  Tel: (806)762-0214
                  Fax: (806)762-8014
                  Email: mrichburg@mcjllp.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
10 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/txnb09-50545.pdf

The petition was signed by Daniel Cesar Sandoval, president of the
Company.


DATATEL INC: Moody's Assigns Corporate Family Rating at 'B1'
------------------------------------------------------------
Moody's Investors Service assigned new ratings to Datatel, Inc.,
following the company's announcement that it has agreed to be
acquired by private-equity sponsors Hellman & Friedman LLC and JMI
Equity in a leveraged buyout for $570 million.  Ratings assigned
include B1 corporate family rating, Ba3 ratings to the proposed
$165 million first-lien senior secured term loan and the proposed
$40 million revolving credit facility, and a B3 rating to its
proposed $100 million second-lien senior secured term loan
facility.  The rating outlook is stable.  Proceeds from the new
credit facilities will be used to repay obligations under its
existing first and second lien facilities.

Concurrently, Moody's assigned a Ba3 rating to Datatel's existing
amended/extended first lien revolving credit facility.  This
assignment is in accordance with the application of Moody's Loss
Given Default Methodology.  As part of the amendment and extension
of the existing credit facility, Datatel extended the maturity of
$15 million of the existing revolving credit facility to April
2011.

Datatel's B1 CFR reflects the company's solid and defensible
market position as a leading administrative systems supplier of
enterprise resource planning software solutions for the North
American higher education market, where it has steadily expanded
its customer base to more than 760 subscribing institutions.  The
rating is also supported by Datatel's high levels of recurring
maintenance revenue, coupled with very high customer retention
rates in the 98% range, which provides the company with stable
revenue streams, predictable profit and good cash flow generation.
Conversely, the ratings are constrained by Datatel's small size /
scale relative to some of its larger competitors, its niche market
focus, and its high pro forma leverage financial leverage of 5.4x,
which is somewhat weak for the rating level.

The stable ratings outlook reflects Moody's expectation that
Datatel will maintain its track record of stable revenue and
profit growth and quickly reduce its financial leverage through
strong cash flow generation and EBITDA expansion.  To the extent
that Datatel's free cash flow generation and/or debt reduction
velocity is weaker than expected, this could apply pressure to the
company's ratings and/or outlook.

Datatel, Inc.

These ratings and assessments were assigned to Datatel (NewCo):

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* Proposed $40 million Senior Secured Revolving Credit Facility
  due 2014 -- Ba3 (LGD3, 32%)

* Proposed $165 million Senior Secured 1st Lien Term Loan due 2015
  -- Ba3 (LGD3, 32%)

* Proposed $100 million Senior Secured 2nd Lien Term Loan due 2016
  -- B3 (LGD5, 86%)

The ratings outlook is stable

All the ratings at Datatel (NewCo) are subject to the closing of
the transaction and Moody's review of final documentation.

Datatel, Inc. (OLD)

These ratings and assessments were assigned:

* Existing Amended / Extended $15 million Senior Secured Revolving
  Credit Facility due 2011 -- Ba3 (LGD3, 30%)

Upon closing of the proposed transaction and repayment of existing
debt, Moody's will withdraw the ratings of Datatel (OLD)
including:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* Amended / Extended $15 million Senior Secured Revolving Credit
  Facility due 2011 -- Ba3 (LGD3, 30%)

* $20 million Senior Secured Revolving Credit Facility due 2010 --
  Ba3 (LGD3, 30%)

* $140 million Senior Secured 1st Lien Term Loan due April 2011 --
  Ba3 (LGD3, 30%)

* $70 million Senior Secured 2nd Lien Term Loan due October 2012 -
  - B3 (LGD5, 84%)

* Ratings Outlook -- Stable

Moody's last rating action was on September 25, 2006, when Moody's
raised the rating on the first lien revolving credit facility and
term loan to Ba3 (LGD3, 33%) from B1 and affirmed the B3 (LGD5,
86%) rating on the second lien term loan in congruence with the
implementation of Moody's Probability-of-Default and Loss-Given-
Default rating methodology for the U.S. Technology Software
sector.

Datatel Inc., headquartered in Fairfax, Virginia, is a privately-
held provider of ERP software exclusively for the higher education
market.  The company provides integrated information management
solutions to increase administrative and academic functionality
for higher education institutions including universities,
community colleges, and technical schools.  Datatel had revenue
and adjusted EBITDA of $136 million and $51 million, respectively,
for the last twelve-month period ended September 30, 2009.


DELPHI CORP: Appaloosa Settles Charges on Botched Buyout
--------------------------------------------------------
As widely reported, DPH Holdings Corp. reached a settlement
resolving Delphi Corporation's lawsuit against investors led by
Appaloosa Management, L.P.

Delphi filed a reorganization plan in September 2007, as
subsequently confirmed by the United States Bankruptcy Court for
the Southern District of New York in January 2008.  However, by
April 2008, consummation of the Plan was halted when plan
investors led by AMLP backed out of a $2.5 billion equity
financing commitment under the Confirmed Plan.

No updates with respect to the Appaloosa settlement was made
available in DPH Holdings and the Appaloosa's adversary complaint
dockets.

                         About Delphi Corp

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

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

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

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

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: Had $2.6 Billion Net Loss for Third Quarter
--------------------------------------------------------
DPH Holdings Corp. and its affiliates submitted to the U.S.
Bankruptcy Court for the Southern District of New York on
November 17, 2009, a consolidated operating report for the
quarter ended September 30, 2009.

The Reorganized Debtors clarify that financial data on the non-
debtor entities, principally non-U.S. affiliates, are excluded
from the quarterly operating report.

DPH Holdings incurred an operating loss of $207 million for the
three months ended September 30, 2009.

John C. Brooks, president of DPH Holdings Corp., disclosed that
for the three months ended September 30, 2009, General Motors
Company funded an additional $13 million of Other Post-Employment
Benefit payments made to the Debtors' hourly workforce.  As of
September 30, 2009, the Debtors had a $51 million receivable from
GM related to the funding of the International Union, United
Automobile, Aerospace and Agricultural Implement Workers of
America buydown arrangements under 2007 U.S. hourly
attrition programs.

Mr. Brooks said that upon the effective date of the Modified
First Amended Joint Plan of Reorganization, the Master
Restructuring Agreement between the Debtors and GM was
terminated; and the Master Disposition Agreement among the
Debtors, GM, Motors Liquidation Company, GM Components Holdings,
LLC, and DIP Holdco 3, LLC, and certain ancillary agreements now
govern the commercial relationship among GM, DPH Holdings, and
DIP Holdco 3.

These activities occurred under the Amended MRA during the three
months ended September 30, 2009:

* Keep Site Facilitation Fee -- On March 31, 2009, June 30,
   2009, and September 30, 2009, the Debtors received quarterly
   installments of the annual Keep Site Facilitation Fee of
   $27.5 million, of which $29 million was recorded as revenue in
   the three months ended September 30, 2009, and $8 million
   remains recorded as a deferred liability at September 30, 2009.

* During the three months ended September 30, 2009, the Debtors
   received $31 million of reimbursement from GM of hourly labor
   costs exceeding $26 per hour.  The Debtors recorded
   $14 million as a reduction to cost of sales during the three
   months ended September 30, 2009.  As of September 30, 2009,
   $5 million is recorded as receivable from GM.

* Production Cash Burn Breakeven Reimbursement -- During the
   three months ended September 30, 2009, the Debtors received
   $47 million of production cash burn breakeven reimbursement
   from GM.  The Debtors recorded $18 million in income
   from discontinued operations during the three months ended
   September 30, 2009.  As of September 30, 2009, $16 million is
   recorded as receivable from GM.

* Reimbursement of Hourly Workers' Compensation and Other
   Benefits -- During the three months ended September 30, 2009,
   the Debtors received reimbursement from GM of $13 million.
   The Debtors recorded $12 million as a reduction to cost of
   sales during the three months ended September 30, 2009.  As of
   September 30, 2009, $7 million is recorded as receivable from
   GM.

As of September 30, 2009, about $73 million of the Global
Settlement Agreement, as amended, entered between the Debtors and
GM and Amended MRA accounts receivable was included in accounts
receivable and $ 6 million was included in assets held for sale
on the condensed combined balance sheet, Mr. Brooks related.

A full-text copy of DPH Holdings' Quarterly Operating Report for
the quarter ended September 30, 2009, is available for free at:

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

                  DPH Holdings Corp., et al.
                  Quarterly Operating Report
             Condensed Combined DIP Balance Sheet
                   As of September 30, 2009

Assets:
Cash and cash equivalents                         $54,000,000
Restricted cash                                   199,000,000
Accounts receivable, net:
Third-Parties                                     853,000,000
Non-Debtor affiliates                             332,000,000
Notes receivable from non-Debtor affiliates       128,000,000
Inventories, net                                  399,000,000
Other current assets                              121,000,000
Assets held for sale                              390,000,000
                                              ----------------
Total current assets                             2,476,000,000

Long-term assets:
Property, net                                     934,000,000
Investments in affiliates                         211,000,000
Investment in non-Debtor affiliates               916,000,000
Notes receivable from non-Debtor affiliates     1,429,000,000
Other long-term assets                            202,000,000
                                              ----------------
  Total long-term assets                         3,692,000,000
                                              ----------------
  Total assets                                   6,168,000,000
                                              ================

Liabilities and Stockholders' deficit
Current liabilities not subject to compromise:
Short-term debt                                 4,154,000,000
Accounts payable                                  445,000,000
Accounts payable to non-Debtor affiliates         523,000,000
Accrued liabilities                             1,013,000,000
Liabilities held for sale                         165,000,000
                                              ----------------

Total current liabilities
   not subject to compromise                     6,300,000,000

Long-term liabilities not subject to compromise:
Employee benefit plan obligations and other       652,000,000
                                              ----------------

Total long-term liabilities
   not subject to compromise                       652,000,000

Liabilities subject to compromise               11,329,000,000
                                              ----------------
Total liabilities                              18,281,000,000

Stockholder's deficit:
Total Debtors' stockholders' deficit          (12,113,000,000)
                                              ----------------
Total liabilities and stockholders' deficit     $6,618,000,000
                                              ================

                  DPH Holdings Corp., et al.
       Condensed Combined DIP Statement of Operations
            Three Months Ended September 30, 2009

Net sales:
Third-Parties                                  $1,207,000,000
Non-Debtor affiliates                              69,000,000
                                              ----------------
Total net sales                                 1,276,000,000
                                              ----------------

Operating Expenses:
Cost of sales                                   1,283,000,000
Depreciation and amortization                      77,000,000
Selling, general and administrative               123,000,000
                                              ----------------
Total operating expenses                        1,483,000,000

Operating loss                                    (207,000,000)
Interest income                                   312,000,000
Other Income (expense), net                         2,000,000
Reorganization items, net                      (2,855,000,000)
Income tax benefit                                304,000,000
Equity loss from non-consolidated affiliates,
net of tax                                        (25,000,000)
                                              ----------------
Loss from continuing operations before
  income taxes                                  (2,469,000,000)
Loss from discontinued operations, net of tax     (58,000,000)
Equity loss from non-Debtor affiliates,
net of tax                                        (76,000,000)
                                              ----------------
Net loss                                        (2,603,000,000)
Net income attributable to noncontrolling interest           -
                                              ----------------
Net loss attributable to Debtors               ($2,603,000,000)
                                              ================

                  DPH Holdings Corp., et al.
        Condensed Combined DIP Statement of Cash Flows
            Three Months Ended September 30, 2009

Cash flows from operating activities:
Net cash used in operating activities           ($235,000,000)

Cash flows from investing activities:
Capital expenditures                              (24,000,000)
Proceeds from sale of property                      1,000,000
Decrease in restricted cash                        89,000,000
Other, net                                          1,000,000
Discontinued operations                           (20,000,000)
                                              ----------------
  Net cash provided by investing activities         47,000,000
                                              ----------------

Cash flows from financing activities:
Net repayments of borrowings under DIP facility    (2,000,000)
Issuance costs related to the Accommodation
Agreement                                          (2,000,000)
Net borrowings under GM liquidity support
agreements                                        150,000,000
                                              ----------------
  Net cash provided by financing activities        146,000,000
                                              ----------------
Increase in cash and cash equivalents              (42,000,000)
Cash and cash equivalents at beginning of period    96,000,000
                                              ----------------
Cash and cash equivalents at end of period         $54,000,000
                                              ================

                         About Delphi Corp

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

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

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

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

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: Wants Off-Calendar Motions Dismissed
-------------------------------------------------
The Modified First Amended Joint Plan of Reorganization of Delphi
Corp. and certain of its affiliates became effective on Oct. 6,
2009.  Delphi subsequently emerged from Chapter 11.  The
Reorganized Debtors inform the Court that they are currently
administering the Modified Plan and are working to close their
Chapter 11 cases without delay.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, notes that to be eligible for
closure, the estates of the Debtors must be "substantially
administered."  One of the factors courts consider in determining
whether an estate has been fully administered is whether all
motions, contested maters, and adversary proceedings have been
finally resolved.

Accordingly, by this motion, the Reorganized Debtors ask the
Court to:

  (i) dismiss 12 motions that have not been prosecuted in years
      under Rule 7041 of the Federal Rules of Bankruptcy
      Procedure; and

(ii) dispose of 71 separate contested matters arising from the
      Solicitation Procedures Motion dated September 6, 2007.

The Reorganized Debtors identified eight Lift Stay Motions that
have not been prosecuted in years.  Mr. Butler contends that
allowing the Lift Stay Motions to remain on the docket is
prejudicial to the Reorganized Debtors' efforts to administer
their Chapter 11 cases efficiently.  The Reorganized Debtors thus
assert that the Lift Stay Motions should be dismissed pursuant to
Bankruptcy Rule 7041.

A list of the Lift Stay Motions is available for free at:

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

Moreover, the Reorganized Debtors believe that three motions for
standing to prosecute claims and defenses against General Motors
Corporation and former officers of the Debtors filed by the
Official Committee of Equity Security Holders and Official
Committee of Unsecured Creditors are mooted.  Mr. Butler explains
that the Debtors' claims and defenses against the proposed
defendants have been settled or released pursuant to an Amended
Global Settlement Agreement and the Modified Plan.  He adds that
the Equity Committee and the Creditors' Committee have been
disbanded and thus, neither committee exists to prosecute the
Standing Motions.  Since the rights of Equity Committee and the
Creditors' Committee to pursue the claims are derivative of the
Reorganized Debtors' rights and the Reorganized Debtors have not
retained those rights, the Standing Motions should thus be
dismissed, he points out.

The Reorganized Debtors also point out that Computer Patent
Annuities Limited's Motion to Compel their decision on the
creditor's contract has not been prosecuted since it was filed
three years ago.  The Debtors, Mr. Butler notes, have already
made their decision on all executory contracts and leases
pursuant to the Modified Plan and the Confirmation Order.
Pursuant to notices delivered in July 2009, the contract would be
assigned to DIP Holdco 3, LLC.

Under the confirmed First Amended Joint Plan of Reorganization
dated January 25, 2008, holders of general unsecured claims other
than Trust-Originated Preferred Securities or "TOPrS" claims were
to be entitled to payment of postpetition interest from the
Petition Date through December 31, 2007 at either (i) the
Michigan statutory rate, or (ii) at the applicable contractual
non-default rate.  Subsequently, 55 parties challenged the
Michigan statutory rate, a list of which is available for free
at http://bankrupt.com/misc/Delphi_InterestRateParties.pdf
However, Mr. Butler points out, under the Modified Plan confirmed
in July 2009, holders of general unsecured claims are not
entitled to postpetition interest.  Thus, the Reorganized Debtors
seek the Court's authority to withdraw their omnibus response to
the Interest Rate Parties and ask the Court to deem the contested
matters moot.

The Reorganized Debtors identified 14 parties that objected to
the Cure Amount Notices in 2008 in connection with the January
2008 Confirmed Plan.  The Reorganized Debtors noted that pursuant
to the Modification Procedures Order dated June 16, 2009, the 14
parties received a Notice of Non-Assumption because their
contracts with the Debtors were no longer being assumed.  The
deadline to object to the Non-Assumption Notice has passed and
the parties did not object to the Notices of Non-Assumption,
according to Mr. Butler.  Thus, he asserts, the objections to the
Cure Amount Notices filed by the parties are now inapplicable.
Accordingly, the Reorganized Debtors ask the Court to overrule
the objections filed by the 14 parties, a list of which is
available for free at:

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

Moreover, the Reorganized Debtors relate that AT&T and Clarion
filed reservations of rights with respect to certain Cure Amount
Notices.  Mr. Butler discloses that the Debtors and AT&T and
Clarion executed stipulations resolving their cure amount
disputes.  Accordingly, the Reorganized Debtors believe that the
reservations of rights should be deemed withdrawn or dismissed.

In addition, Atmel Corporation filed a reservation of rights,
asserting that Purchase Order No. P71057 was not listed as an
executory contract to be assumed under the Confirmed Plan.
Mr. Butler points out that Atmel's failure to prosecute its
reservation of rights is prejudicial to the Reorganized
Debtors because outstanding pleadings on the docket impede the
Reorganized Debtors' efforts to administer their Chapter 11
cases.  Moreover, Liquidity Solutions, Inc., objected to the Cure
Amount Notices, seeking that any cure amounts be paid directly to
Liquidity Solutions as assignee.  He explains that under the
Modified Plan, all cure amounts will be paid in cash and cure
payments will be made only to the counterparty.  The Reorganized
Debtors thus ask the Court to overrule the reservation of rights
and objection.

                        Parties Respond

Methode Electronics, Inc.'s Lift Stay Motion to permit setoff are
the among the Motions the Debtors want dismissed.  Timothy S.
McFadden, Esq., at Locke Lord Bissell & Liddell LLP, in Chicago,
Illinois, tells the Court the Debtors' counsel asked Methode to
consent to an adjournment of the Lift Stay Motion shortly after
the Motion was filed to allow the parties to resolve any dispute.
Mr. McFadden notes that the Debtors and Methode came close to
finalizing a stipulation before the attorney handling the
parties' issues for the Debtors left his firm.  He adds that
since the Reorganized Debtors' Motion to Dismiss, Methode and the
Debtors have renewed their efforts to resolve the Lift Stay
Motion.  In this light, Methode asks the Court to deny the Motion
to Dismiss as it relates to its Lift Stay Motion.

SKF USA Inc. asserts that only a portion of its Cure Objection
filed in February 2008 that dealt with the non-assumed contracts
pursuant to the Notice of Non-Assumption should be deemed moot.
SKF thus asks the Court to deny the Motion to Dismiss absent
language providing that (i) the Cure Objection is moot and
overruled only to the extent that it deals with the potential
assumption of the Non-Assumed Contracts; and (ii) the order will
not affect in any way SKF's right to receive payment of $87,5446
as prepetition cure amount for the contracts assumed by the
Debtors under a July 10, 2009 notice or administrative claims.
SKF USA also asks the Court to direct the Debtors' immediate
payment of the Prepetition Cure Amount.

For its part, Freudenberg-NOK General Partnership and
Freudenberg-NOK, Inc. allege that the Reorganized Debtors failed
to comply with a stipulation resolving Freudenberg's objection to
the Cure Amount Notices.  Unless and until the Reorganized
Debtors comply with the Stipulation, Freudenberg asks the Court
to deny the Motion to Dismiss with respect to Freudenberg's Cure
Amount Objection.

Barbara Pauline Burger argues that she is neither asking for
postpetition interest with respect to her claim nor is a party to
the Interest Rate dispute.  Instead, she continues to seek claims
for life time retirement benefits for salaried employees.
Accordingly, she objects to the inclusion of her Claim No. 6468
among the claims to be mooted pursuant to the Interest Rate
dispute.

                        Debtors Talk Back

The Debtors' counsel, Mr. Butler informs the Court that Methode
and the Reorganized Debtors have agreed to adjourn hearing with
respect to the Methode Lift Stay Motion to December 18, 2009.
Methode and the Reorganized Debtors are finalizing a stipulation
for the resolution of the Lift Stay Motion and will continue to
work towards a resolution of this matter prior to the Dec. 18,
hearing.

As to Ms. Burger's objection, Mr. Butler points out that she did
not indicate what interest rate she preferred in the interest
rate notice.  Thus, Ms. Burger's notice was included in the
Interest Rate objections creating a contested matter that the
Reorganized Debtors seek to resolve as moot, Mr. Butler
elaborates.  He discloses via a telephonic conversation that the
Reorganized Debtors explained to Ms. Burger that the Motion to
Dismiss does not seek to affect the adjudication of her claim,
which is part of a separate process.  During the conversation,
Ms. Burger confirmed that she no longer has an objection to the
Motion to Dismiss and would not be pursuing it further.  Counsel
to the Reorganized Debtors also sent Ms. Burger a letter,
memorializing the telephone conversation and explaining that the
Reorganized Debtors would represent to the Court that the
objection was no longer being pursued.  In light of these events,
the Reorganized Debtors assert that Ms. Burger's Objection has
been resolved.

To resolve SKF's objection, the Reorganized Debtors propose to
insert a language in a revised proposed order to the Motion to
Dismiss, stating that SKF's Cure Objection and related statement
will be deemed withdrawn only upon the Reorganized Debtors'
payment of $87,447 to SKF to cure prepetition defaults on the
assumed contracts.  Moreover, the Prepetition Cure Amount will be
paid to SKF in cash immediately and any order to the Motion to
Dismiss will not affect SKF's right to pursue and obtain payment
of any properly asserted administrative claims, Mr. Butler notes.

To address Freudenberg's objection, Mr. Butler says that the
Reorganized Debtors caused checks on November 17, 2009, to
be sent via overnight mail to Freudenberg and its appropriate
subsidiaries in the aggregate amount of $104,565 in satisfaction
of the Reorganized Debtors' obligations under the stipulation.
The Reorganized Debtors also agreed to insert in the Revised
Proposed Order a language stating that approval of the Motion to
Dismiss as to Freudenberg's objection will be effective only on
Freudenberg's receipt of the $104,565 as cure payments.

According the Debtors ask the Court to grant the Motion to
Dismiss pursuant to the Revised Proposed Order, a full-text copy
of which is available for free at:

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

                         About Delphi Corp

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

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

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

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

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELSECUR CORP: To Sell IP to QTECH; Montreal Unit in Bankruptcy
---------------------------------------------------------------
delSECUR CORPORATION transferred intellectual property assets to
QTECH SYSTEMS INC., an Ontario company on November 17.  The
transfer was made after the agreement was finalized on October 24
and delSECUR obtained shareholder approval to sell a patent from
Pierre de Lanauze.

This transaction has resulted in delSECUR CORPORATION becoming the
holder of 49% of QTECH's stock.  QTECH SYSTEMS INC. is a privately
held company based in Brantford, Ontario and is managed primarily
by John Johnston, CEO, who has an extensive background in the
technology field.  McCormick, CEO of delSECUR CORPORATION has been
elected to the board of directors, one of two seats to which
delSECUR CORPORATION is entitled.  Along with his technical staff
Mr. Johnston is "excited about the prospects of testing and
proving the del-ID technology" invented by Pierre de Lanauze who
will stay on staff as a consultant.  QTECH, who have primarily
focused upon digital facial scan biometrics up until now see a
real need in the marketplace for finger scan imaging, "especially
if it is differentiated from digital fingerprinting, as emphasized
in Mr. de Lanauze's patent," said Mr. Johnston.

In other news, as part of a restructuring following the QTECH
transaction, on November 5, 2009, delSECUR CORPORATION management
placed its Montreal subsidiary into bankruptcy.  This subsidiary
was insolvent and had earlier lost its right to commercialize the
del-ID technology.

This restructuring will have no impact on delSECUR CORPORATION and
its stockholders.  Clearly the interests of delSECUR CORPORATION
and its stockholders rests in the success of QTECH and the del-ID
technology.

                   About delSECUR CORPORATION

delSECUR CORPORATION, a public company with its head office in S.
Burlington, VT has been involved in the development of a unique
authentication process based on abstract images of biological data
collected from the fingers of living persons.  This technology has
just been sold to QTECH SYSTEMS Inc. in exchange for 49% of their
company going to delSECUR CORPORATION.


DELTA AIR: Mulled Offer to JAL Won't Affect S&P's 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that Delta Air Lines
Inc.'s (B/Negative/--) proposal to provide funding to Japan
Airlines Corp. (CC/Watch Neg/--) will not affect the ratings or
outlook on Delta.

The $1 billion proposal from Delta and its SkyTeam alliance
partners (including Air France-KLM (not rated)) includes Delta
providing a $300 million revenue guarantee and $200 million of
asset-backed funding to financially ailing JAL.  The alliance will
provide another $500 million of capital.

Negotiations on a new U.S.-Japan "open skies" aviation treaty, in
which U.S. airlines could allow other airlines increased access to
serve Japan and routes beyond Japan, are currently ongoing.  If
and when the treaty is concluded, it appears that Delta's and
JAL's current alliance partner American Airlines Inc. (a unit of
AMR Corp., (both B-/Negative/--) who is also interested in
investing in JAL), would likely seek antitrust immunity from
regulators.  That would allow partner airlines to coordinate
pricing and other activities, and could lead to a joint venture in
which the partners would share revenues on specified routes.
Delta and Air France-KLM currently operate such a joint venture on
their trans-Atlantic routes.  However, regulatory clearance for
Delta and JAL to operate with antitrust immunity could prove more
challenging than a similar request from American and JAL, because
Delta (through its Northwest Airlines Inc. (B/Negative/--)
subsidiary) is already one of two major U.S. airlines that
currently has the authority to fly routes to and beyond Japan
("fifth freedom" rights).  The other U.S. airline with this
authority is UAL Corp. unit United Air Lines Inc. (B-/Negative/
--), which is linked with the other major Japanese airline, All
Nippon Airways Ltd. (not rated) through the Star Alliance.  That
alliance, like the current one between American and JAL, includes
marketing cooperation, but does not have antitrust immunity and
does not involve a joint venture.  JAL is currently the major
North Pacific partner in the oneworld alliance, which includes
American Airlines.  The Japanese government-backed entity
Enterprise Turnaround Initiative Corp. is in the process of
restructuring JAL.  The ultimate resolution of the investment in
JAL, and by which party (if any), could take some time and is also
subject to other developments, such as progress on a new U.S.-
Japan aviation treaty.


DIAMOND BAY LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Diamond Bay, LLC
        13860 Ballantye Corporate Place, Suite 130
        Charlotte, NC 28277

Case No.: 09-33198

Chapter 11 Petition Date: November 19, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Anna Cotten Wright, Esq.
                  Grier, Furr & Crisp, PA
                  101 N. Tryon St., Suite 1240
                  Charlotte, NC 28246
                  Tel: (704) 332-0207
                  Email: cwright@grierlaw.com

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

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

According to the schedules, the Company has assets of $37,109,239,
and total debts of $47,406,203.

The petition was signed by Arthur G. Nevid, the company's manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
David Neal Anderson                               $304,629
508 White Tail Terrace
Waxhaw, NC 28173

Steinberg Global-                                 $304,629
Eric Wagner
5100 Town Center Circle
Tower II, Ste 150
Boca Raton, FL 33486

Thelma Brodsky Wagner                             $304,629
300 Se 5th Avenue, Apt 4050
Boca Raton, FL 33432

Bob Adamo                                         $352,728
Paula Adamo
197 Woodland Way
North Chatham, MA 02650

Portofino Biloxi, LLC                             $555,000
Philip Cali
11 Commerce Drive
Cranford, NJ 07106

Hank Fein                                         $609,257
Sandra Fein
46 Waterford Drive
Montville, NJ 07045

Jack Hirsch                                       $609,257
1865 Old Willow
Road, Unit 215
Northfield, IL 60093

Joel A. Wolff                                     $609,257
PO Box 557
15 Fox Hunt Road
New Vernon, NJ 07976

Steinberg Global-                                 $609,257
Barbara Conen
5100 Town Center Circle
Tower II, Ste. 150
Boca Raton, FL 33486

Steinberg Global-                                 $609,257
Jack Levene
Revocable Trust
5100 Town Center Circle
Tower II, Ste. 150
Boca Raton, FL 33486

Steinberg Global-                                 $609,257
T. Mason & G. Mason
5100 Town Center Circle
Tower II, Ste. 150
Boca Raton, FL 33486

Steinberg Global-                                 $609,257
Wieder Family Ltd Partnership
5100 Town Center Circle
Tower II, Ste. 150
Boca Raton, FL 33486

Krasner Family LLC                                $609,257
Steven Krasner
15864 D'Alene Drive
Delray Beach, FL 33446

Steinberg Global-                                 $913,886
Michael Kabat
5100 Town Center Circle
Tower II, Ste. 150
Boca Raton, FL 33486

JLA Investments LLP                               $1,218,514
Fred Rothman
3835 NW Boca Raton Blvd,
Ste 300
Boca Raton, FL 33431

Mike Salamone                                     $1,218,514
11800 Pleasant Wyatt Place
Charlotte, NC 28277

Robert Webster                                    $1,218,514
108 School St.
Watertown, MA 02472

Portofino Biloxi LLC                              $3,000,000
Robert A. Butler
3685 Seaside Drive,
2nd Floor
Key West, Fl 33040

Sparta Lending, LLC                               $3,046,285
Nate Plafsky
225 Millburn Avenue,
Suite 202
Millburn, NJ 07041

Northkirk Holdings, LLC                           $3,046,285
Sterling Trust Company -
Rick Kirkinis IRA
30 Blackwell Ave.
Morristown, NJ 07960


DIMATION INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dimation, Inc.
        505 West Travelers Trail
        Burnsville, MN 55337

Bankruptcy Case No.: 09-38148

Chapter 11 Petition Date: November 18, 2009

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Chief Judge Nancy C. Dreher

Debtor's Counsel: Kenneth Corey-Edstrom, Esq.
                  Larkin Hoffman Daly & Lingren Ltd
                  1500 Wells Fargo Plaza
                  7900 Xerxes Ave South
                  Minneapolis, MN 55431
                  Tel: (952) 835-3800
                  Fax: (952) 896-3333
                  Email: kcoreyedstrom@larkinhoffman.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/mnb09-38148.pdf


DJO FINANCE: Moody's Affirms Corporate Family Rating at 'B2'
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of DJO Finance LLC,
including the B2 Corporate Family and Probability of Default
Ratings.  The ratings outlook is stable.  Moody's also affirmed
the Speculative Grade Liquidity Rating of SGL-3 reflecting the
potential for reduced financial flexibility over the next four
quarters resulting from an aggressive tightening of the senior
secured leverage ratio.

DJO's B2 Corporate Family Rating continues to reflect the
company's considerable financial leverage, limited interest
expense coverage and modest free cash flow generation.
Improvements in credit metrics anticipated at the time of the
combination of DJO and ReAble have been much slower than expected
resulting in a relatively weak credit profile for the B2 rating.
However, the ratings also reflect recent improvement as synergies
from the combination and cost containment initiatives, including
restructuring certain business lines, begin to be reflected in the
company's operating results.

The stable rating outlook reflects Moody's expectation that
additional benefits from synergies, cost containment initiatives
and restructuring will benefit earnings and cash flow generation
in future periods.  However, Moody's also anticipate that
improvement will be necessary to offset challenges in growing the
business in this difficult operating environment and to maintain
compliance with increasingly restrictive financial covenants.
Consequently, any deterioration in operating performance and the
resulting credit metrics or increasing uncertainty of covenant
compliance could result in a negative rating action.

Following is a summary of Moody's rating actions.

Ratings affirmed:

  -- $100 million senior secured revolving credit facility due
     2013 at Ba3 (LGD2, 27%)

  -- $1,055 million senior secured term loan due 2014 at Ba3
     (LGD2, 27%)

  -- $575 million senior unsecured notes due 2014 at Caa1 (LGD5,
     78%)

  -- $200 million senior subordinated notes due 2014 at Caa1
     (LGD6, 94%)

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- Speculative Grade Liquidity Rating at SGL-3

Moody's last rating action was on October 30, 2007, when Moody's
assigned a Ba3 rating to the proposed credit facility and a Caa1
rating to the proposed issuance of $575 million senior unsecured
notes.

DJO, through its subsidiaries, is a provider of orthopedic devices
used in rehabilitation, pain management and physical therapy.  The
company also develops, manufactures and distributes a broad range
of reconstructive joint implant products.  The company recognized
approximately $960 million of revenue for the twelve months ended
September 26, 2009.


DOLLAR GENERAL: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Dollar General
Corp. is a borrower traded in the secondary market at 93.98 cents-
on-the-dollar during the week ended Friday, Nov. 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.56
percentage points from the previous week, The Journal relates.
The loan matures on July 4, 2014.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among 178 widely
quoted syndicated loans with five or more bids in secondary
trading in the week ended Nov. 20.

Dollar General Corp. -- http://www.dollargeneral.com/-- is a
discount retailer of general merchandise at everyday low prices.
Through its stores, the Company offers a focused assortment of
basic consumable merchandise, including health and beauty aids,
packaged food and refrigerated products, home cleaning supplies,
housewares, stationery, seasonal goods, basic clothing and
domestics.  Dollar General stores serve primarily low-, middle-and
fixed-income families.

Dollar General carries 'B+' issuer credit ratings from Standard &
Poor's.


DRYSHIPS INC: Acquires Two Panamax Vessels for $75.76 Million
-------------------------------------------------------------
DryShips Inc. has an agreement to acquire two Panamax vessels for
an aggregate price of $75.76 million.  The vessels, a 76,635 dwt
Panamax built in 2007, and a 76,635 dwt Panamax built in 2006, are
expected to be delivered charter-free within the first quarter of
2010.  This transaction is subject to the approval of the Board of
Directors of DryShips.

As reported by the Troubled Company Reporter, DryShips this month
signed an agreement with Deutsche Schiffsbank on waiver terms for
two facilities with an aggregate of $117.5 million of its
outstanding debt.  DryShips also signed a separate agreement with
Commerzbank and West LB on waiver terms for $70 million of its
outstanding debt.

                       About DryShips Inc.

DryShips Inc. -- http://www.dryships.com/-- based in Greece, is
an owner and operator of drybulk carriers and offshore oil deep
water drilling that operate worldwide.  As of the day of this
release, DryShips owns a fleet of 39 drybulk carriers comprising 7
Capesize, 30 Panamax and 2 Supramax, with a combined deadweight
tonnage of over 3.4 million tons, 2 ultra deep water
semisubmersible drilling rigs and 4 ultra deep water newbuilding
drillships.  DryShips Inc.'s common stock is listed on the NASDAQ
Global Market where trades under the symbol "DRYS".

As of September 30, 2009, the Company had US$5,404,843,000 in
total assets against US$1,900,444 in total current liabilities and
US$836,760,000 in total non-current liabilities, resulting in
US$2,667,639,000 in stockholders' equity.


DRYSHIPS INC: Files Prospectus on 22MM Common Shares Offering
-------------------------------------------------------------
DryShips Inc. filed with the U.S. Securities and Exchange
Commission a Preliminary Prospectus Supplement pursuant to which
it is offering of up to an aggregate of 22,000,000 shares of
common stock.  The shares being offered are shares DryShips will
loan to Deutsche Bank AG, London Branch, an affiliate of Deutsche
Bank Securities Inc., the underwriter for the offering.

Deutsche Bank Securities Inc., or its affiliates, intends to use
the short position created by the share loan and the short sales
of the borrowed shares for purposes reasonably designed to
facilitate transactions by which investors in DryShips' ___%
Convertible Senior Notes due December 1, 2014, may hedge their
investments through short sales or privately negotiated derivative
transactions.  DryShips will not receive any proceeds from the
sale of the borrowed shares in this offering, but DryShips will
receive a nominal lending fee of $0.01 per share from the share
borrower for the use of the borrowed shares.  The share borrower
or its affiliates will receive all the proceeds from the sale of
the borrowed shares.

Up to 22,000,000 borrowed shares are being offered concurrently
with the offering of the convertible notes.  To the extent that
fewer than 22,000,000 shares are sold concurrently with the
offering of the convertible notes, the share borrower may from
time to time borrow additional shares from DryShips for additional
offerings that may be made from time to time.

The borrowed shares may be offered for sale in transactions,
including block sales, on The Nasdaq Global Select Market, in the
over-the-counter market, in negotiated transactions or otherwise.
The shares initially borrowed by the share borrower will be
offered at $____ per share.  Any subsequently borrowed shares will
subsequently be sold in transactions at prevailing market prices
at the time of sale or at negotiated prices.

The delivery of the borrowed shares is contingent upon the closing
of DryShips' convertible notes offering.  DryShips expects that
delivery of up to 22,000,000 of the borrowed shares will be made
concurrently with the closing of DryShips' convertible notes
offering on or about _____, 2009.

DryShips' common stock is listed on the Nasdaq Global Select
Market under the symbol "DRYS."  On November 17, 2009, the last
reported sale price of the common stock was $7.05 per share.

A full-text copy of the Preliminary Prospectus Supplement is
available at no charge at http://ResearchArchives.com/t/s?49e6

As reported by the Troubled Company Reporter, DryShips this month
signed an agreement with Deutsche Schiffsbank on waiver terms for
two facilities with an aggregate of $117.5 million of its
outstanding debt.  DryShips also signed a separate agreement with
Commerzbank and West LB on waiver terms for $70 million of its
outstanding debt.

                       About DryShips Inc.

DryShips Inc. -- http://www.dryships.com/-- based in Greece, is
an owner and operator of drybulk carriers and offshore oil deep
water drilling that operate worldwide.  As of the day of this
release, DryShips owns a fleet of 39 drybulk carriers comprising 7
Capesize, 30 Panamax and 2 Supramax, with a combined deadweight
tonnage of over 3.4 million tons, 2 ultra deep water
semisubmersible drilling rigs and 4 ultra deep water newbuilding
drillships.  DryShips Inc.'s common stock is listed on the NASDAQ
Global Market where trades under the symbol "DRYS".

As of September 30, 2009, the Company had US$5,404,843,000 in
total assets against US$1,900,444 in total current liabilities and
US$836,760,000 in total non-current liabilities, resulting in
US$2,667,639,000 in stockholders' equity.


DRYSHIPS INC: Unveils $300 Mil. Convertible Senior Notes Offering
-----------------------------------------------------------------
DryShips Inc. has commenced a public offering of $300 million
aggregate principal amount of convertible senior notes.  The
underwriter for the offering will also have the option to purchase
up to $45 million principal amount of additional notes solely to
cover any over-allotments.  The Company intends to use the
proceeds from the offering for vessel acquisitions, working
capital and other general corporate purposes.

Concurrently with the offering of the convertible notes, the
Company intends to enter into a share lending agreement with
Deutsche Bank AG, London Branch, under which it will loan to
Deutsche Bank AG shares of its common stock having a market value
of approximately $150 million.  The Company also intends to enter
into an equity underwriting agreement with Deutsche Bank
Securities Inc. pursuant to which Deutsche Bank AG or its
affiliates intend to sell shares of the Company's common stock
that they will be entitled to borrow from the Company under the
share lending agreement.  These shares will be offered in an
underwritten offering registered under the Securities Act of 1933,
as amended, pursuant to the Company's existing shelf registration
statement to facilitate hedging transactions undertaken by the
purchasers of the convertible notes.

The Company will not receive any of the proceeds from this sale of
common stock but will receive a nominal lending fee from Deutsche
Bank AG under the share lending agreement.  Deutsche Bank AG will
generally be required to return the borrowed shares on or about
the maturity of the convertible notes or, if earlier, upon the
conversion, repurchase, cancellation or redemption of all of the
convertible notes and upon the occurrence of certain other events.
The delivery of common stock pursuant to the share lending
agreement will be contingent upon the closing of the convertible
notes offering, and the closing of the convertible notes offering
will be contingent upon the delivery of common stock pursuant to
the share lending agreement.

Deutsche Bank Securities Inc. is acting as Sole Book-running
Manager for the offerings.

The convertible notes and the common stock will be offered only by
means of a prospectus, forming a part of the Company's shelf
registration statement, related prospectus supplements and other
related documents.  Copies may be obtained from Deutsche Bank
Securities Inc., Attention: Prospectus Department, 100 Plaza One,
Jersey City, New Jersey 07311 or at 800-503-4611.

A full-text copy of the PRELIMINARY PROSPECTUS SUPPLEMENT is
available at no charge at http://ResearchArchives.com/t/s?49e5

The Company also filed with the U.S. Securities and Exchange
Commission a copy of its Form of Indenture Dated November 17,
2009, with Law Debenture Trust Company of New York, as Trustee.  A
full-text copy of the Form of Indenture is available at no charge
at http://ResearchArchives.com/t/s?49e7

As reported by the Troubled Company Reporter, DryShips this month
signed an agreement with Deutsche Schiffsbank on waiver terms for
two facilities with an aggregate of $117.5 million of its
outstanding debt.  DryShips also signed a separate agreement with
Commerzbank and West LB on waiver terms for $70 million of its
outstanding debt.

                       About DryShips Inc.

DryShips Inc. -- http://www.dryships.com/-- based in Greece, is
an owner and operator of drybulk carriers and offshore oil deep
water drilling that operate worldwide.  As of the day of this
release, DryShips owns a fleet of 39 drybulk carriers comprising 7
Capesize, 30 Panamax and 2 Supramax, with a combined deadweight
tonnage of over 3.4 million tons, 2 ultra deep water
semisubmersible drilling rigs and 4 ultra deep water newbuilding
drillships.  DryShips Inc.'s common stock is listed on the NASDAQ
Global Market where trades under the symbol "DRYS".

As of September 30, 2009, the Company had US$5,404,843,000 in
total assets against US$1,900,444 in total current liabilities and
US$836,760,000 in total non-current liabilities, resulting in
US$2,667,639,000 in stockholders' equity.


EASTON-BELL SPORTS: S&P Gives Positive Outlook; Keeps 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on sporting good company Easton-Bell Sports Inc. to
positive from developing.  At the same time, Standard & Poor's
affirmed its ratings on Easton-Bell, including its 'B-' corporate
credit rating.

In addition, Standard & Poor's assigned its 'B-' issue rating to
Easton-Bell's proposed $325 million seven-year senior secured
notes.  The recovery rating on the notes is '4', indicating that
S&P expects average (30% to 50%) recovery for lenders in the event
of a payment default or bankruptcy.  Pro forma for the proposed
transaction, total debt at Easton-Bell is about $424 million.

"The outlook revision to positive from developing reflects the
resolution of financial covenant compliance concerns and an
improvement in near-term liquidity based on the proposed
recapitalization and the potential for credit measure improvement
if cost savings initiatives lead to profit growth," said Standard
& Poor's credit analyst Jerry Phelan.

The ratings are based on the proposed terms for each of the
$325 million senior secured notes, the unrated $250 million asset
backed revolving credit facility, the exchange and extension of
approximately $105 million of unrated holding company term loans,
and $115 million of new holding company preferred equity.  If
completed, S&P expects to withdraw its 'B' rating on the existing
$415 million senior secured bank credit facility and 'CCC' rating
on the existing $140 million senior subordinated notes, which S&P
expects will be repaid.

The ratings on Easton-Bell reflect the group's aggressive
financial policy and high leverage, participation in the highly
competitive sporting goods industry, expectations for continued
weak consumer and institutional spending, modest forecasted free
cash flow generation, and limited geographic diversity.  The
company benefits from its solid market share in certain cycling,
football, baseball, softball, and hockey equipment product
categories.

Easton-Bell is a leading company in the sporting goods industry
specializing in protective head gear and performance products.
The company has well recognized brand names, strong No. 1 or No. 2
positions, and solid market shares in select product categories
including cycling helmets (Bell and Giro), football
helmets/shoulder pads (Riddell), baseball/softball bats (Easton),
and hockey sticks (Easton).  In general, Easton-Bell's products
tend to be higher-end, premium offerings, and sales have dropped
during the recession because of reduced demand and trade down to
less expensive options, in particular with respect to
aluminum/composite baseball bats.

The outlook is positive.  S&P expects Easton-Bell to maintain
adequate cash and revolving credit facility availability over the
next year, though believe the company will generate limited free
cash flow.  S&P could raise the rating if the company maintains
adequate liquidity, profitability rebounds on cost savings
initiatives and/or demand growth, and leverage declines to less
than 7.5x, which S&P estimate could occur if sales grow by 4% and
EBITDA margin expands by about 100 basis points.  S&P could lower
the rating if liquidity is materially pressured, which could occur
if the company meaningfully increases working capital levels
without an improvement in consumer spending, or if competition in
the sporting goods industry increases further.


EDGE PETROLEUM: Creditor Objects To Sale Over Lease Interests
-------------------------------------------------------------
Law360 reports that New Mexico-based creditor Chisos Ltd. is
objecting to Edge Petroleum Corp.'s prepackaged Chapter 11 plan
and asset sale because it claims it would potentially subvert its
preferential rights to oil and gas leases in New Mexico.

Edge Petroleum Corp. has won approval of the disclosure statement
explaining its Chapter 11 plan.  Edge Petroleum will present the
plan for confirmation and the results of an auction for all assets
on December 11.

                        The Chapter 11 Plan

The reorganization plan is built upon the sale of the Company's
assets.  The Chapter 11 plan and sale are supported by the holders
of at least two-thirds of the $227.5 million debt under the
secured credit agreement, according to Edge.  The disclosure
statement says the secured lenders are to receive almost all
proceeds from the sale and Edge's cash.  The lenders are to make a
$350,000 "gift" to be shared by unsecured creditors.  In addition,
unsecured creditors can receive collections from preference suits.
The "gift" and lawsuit collections may be used also to pay
expenses of the Chapter 11 case.

Edge Petroleum has received the Bankruptcy Court's approval to
auction off its assets on December 7.  It has signed a certain
Purchase and Sale Agreement dated September 30, 2009 with PGP Gas
Supply Pool No. 3, which will purchase the assets for $191
million, absent higher and better bids at the auction.

                       About Edge Petroleum

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

At September 30, 2009, the Company had total assets of
$247.5 million, total liabilities of $244.2 million, and a
stockholders' deficit of $3.3 million.

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


EDRA BLIXSETH: Personal Items Auctioned Off on November 21
----------------------------------------------------------
More than 800 pieces of Tim and Edra Blixseth's personal
properties were on the block at Kamelot Auction House in
Philadelphia on Saturday, Daily Bankruptcy Review's Jacqueline
Palank says.

Items for sale included the circa-1930 pair of American Oak
telephone booths and the Biedermeier-style maple gentlemen's
dressing cabinet from 1910, which, according to Ms. Palank, were
acquired "in better days: before the Blixseths' bitter divorce,
before their Yellowstone Mountain Club filed for bankruptcy and
was sold to the highest bidder, before Edra Blixseth herself filed
for bankruptcy and was ordered to sell her assets to pay off her
nearly $160 million in debts."

As reported by the Troubled Company Reporter on September 24,
2009, Marc S. Kirschner, on behalf of a trust that took over the
remaining assets and claims of Yellowstone Mountain Club following
its sale to CrossHarbor Capital Partners, LLC, has sent BLX Group
Inc. to bankruptcy.

In an involuntary Chapter 11 petition it signed together with two
other creditors and filed Sept. 21, Mr. Kirschner, the trustee of
the Yellowstone Club Liquidating Trust, said the trust is owed
$190,000,000 on account of a promissory note.

Yellowstone Club emerged from bankruptcy after obtaining
confirmation of a plan backed by CrossHarbor Capital Partners and
existing members of the club.  CrossHarbor won an auction for
Yellowstone with its offer to acquire ownership of the reorganized
club for $35 million in cash and provide a note worth $80 million
to creditors.

BLX Group, formerly known as Blixseth Group, Inc., was the primary
shareholder of Yellowstone Club before its collapse.  BLX was
owned by the Blixseths.  Tim Blixseth relinquished control of
Yellowstone Club to his ex-wife Edra in a divorce settlement that
was finalized in August 2008.

According to a document filed in the Chapter 11 case of
Yellowstone Mountain Club, Credit Suisse made loans to Yellowstone
aggregating $375 million that ended up in the pockets of the
Blixseths.

In the Chapter 11 case, the committee of unsecured creditors of
Yellowstone Mountain Club sued BLX Group to recover transfers made
by YMC.  According to the suit, after obtaining loans from Credit
Suisse, proceeds from the loans were withdrawn by the Blixseths
for transactions unrelated to YMC.

In respect of the funds disbursed, BGI executed an unsecured
demand note dated as of September 30, 2005, in favor of YMC in the
amount of $208,831,158.  BGI executed another unsecured demand
note in favor of Yellowstone Development, LLC in the amount of
$55,798,797.  BGI executed a third unsecured demand note in favor
of YMC in the amount of $7,800,000.  BGI has allegedly made $40
million of interest and principal reduction payments to YMC in
respect of the first note.

The liquidating trust, following the effective date of YMC's plan,
obtained ownership of assets not sold to CrossHarbor, including
YMC's interest in promissory notes of $275 million from BGI.  The
trustee has been tasked to dispose of those assets with the
proceeds to be distributed to creditors of YMC.

Judge Ralph B. Kirscher, which handled YMC's Chapter 11 case, is
assigned to the involuntary case of BLX Group.

                          About BLX Group

BLX Group Inc. formerly Blixseth Group Inc. is an Oregon Company
owned by Edra Blixseth.  BLX Group previously owned Yellow
Mountain Club LLC, the entity that owns the Yellowstone Club, a
private golf and ski community with more than 350 members.

BGI's assets include a 230.5-acres property located in Rancho
Mirage, California known as Porcupine Creek.  The property, which
is subdivided into 15 parcels, contains a "multi-million dollar
residential compound and a Tom Weiskopf championship golf course."

Marc S. Kirschner, as liquidating trustee of Yellowstone Mountain
Club, together with two other creditors, filed an involuntary
Chapter 11 petition for BLX Group on Sept. 21, 2009 (Bankr. D.
Montana Case No. 09-61893).  Charles W. Hingle, Esq., at Holland &
Hart LLP, represents the Petitioners.  Mr. Kirschner asserts that
he is owed $190,000,000 on account of a promissory note.

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC, represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.

                        About Edra Blixseth

Coachella Valley-based Edra D. Blixseth owns exclusive resorts in
Rancho Mirage and near Yellowstone Park in Montana.  She owns
Porcupine Creek Golf Club in Rancho Mirage and the Yellowstone
Club in Montana.

Ms. Blixseth filed for Chapter 11 bankruptcy protection on
March 26, 2009 (Bankr. D. Mont. Case No. 09-60452).  Gary S.
Deschenes, Esq., at Deschenes & Sullivan Law Offices assists Ms.
Blixseth in her restructuring efforts.  The Debtor listed
$100 million to $500 million in assets and $500 million to
$1 billion in debts.

As reported by the Troubled Company Reporter on June 18, 2009, the
Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana converted Ms. Blixseth's Chapter 11
reorganization case to a Chapter 7 liquidation proceeding.  Acting
U.S. Trustee Robert D. Miller Jr. said Ms. Blixseth ignored
"repeated requests" to show that her assets, allegedly worth
millions of dollars, were insured.  Judge Kirscher rejected Ms.
Blixseth's appeal to reorganize her finances.


ELITE ELECTRIC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Elite Electric of Washington II, Inc.
        3718 E. Queen Avenue
        Spokane, WA 99217

Bankruptcy Case No.: 09-06427

Chapter 11 Petition Date: November 17, 2009

Court: United States Bankruptcy Court
       Eastern District Of WashinGTON (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Kevin ORourke, Esq.
                  Southwell & O'Rourke
                  421 W Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231
                  Email: kevin@southwellorourke.com

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

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

According to the schedules, the Company has assets of $1,255,962,
and total debts of $1,350,039.

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

The petition was signed by Kerry Warren, president of the Company.


ENERGY FOCUS: Receives Non-Compliance Notice From NASDAQ
--------------------------------------------------------
Energy Focus, Inc., disclosed it received a notification from the
NASDAQ Listing Qualifications Department providing notification
that, for the last 30 consecutive business days, the bid price of
the Company's common stock has closed below the minimum $1.00 per
share requirement for continued inclusion under NASDAQ Listing
Rule 5450(a)(1) and that the Company's shareholder equity was
below the listing standard of $10 million as per Rule
5450(b)(1)(A) as of the end of the third quarter.

"On November 9, 2009, the Company exceeded the $10 million minimum
shareholder equity requirement when it received the proceeds from
its recently completed $3.75 million rights offering.  The Company
also believes that its stock market price will recover as it
completes its transition into an integrated turnkey lighting
energy solutions provider and begins to provide growth to both the
top and bottom line," said Joe Kaveski, Energy Focus CEO.

Energy Focus, in accordance with NASDAQ Listing Rule
5810(c)(3)(A), has been provided 180 calendar days, or until
May 11, 2010, to regain compliance with the minimum $1.00 per
share requirement.  If at any time during this grace period the
bid price of the Company's common stock closes at or above $1.00
per share for a minimum of ten consecutive days, the NASDAQ Stock
Market will provide the Company with a written confirmation of
compliance and the matter will be closed.

If the Company does not regain compliance with Listing Rule
5450(a)(1) by May 11, 2010, the Company may be notified that its
securities are subject to delisting.  At that time, the Company
may appeal NASDAQ's determination to delist its securities to a
Hearings Panel.  Alternatively, the Company also may consider
applying to transfer its securities to The NASDAQ Capital Market
if it satisfies the requirements for initial inclusion set forth
in NASDAQ Listing Rule 5505, with the exception of the bid price.
If its application is approved, the Company will be afforded the
remainder of The NASDAQ Capital Market's second 180 calendar day
grace period in order to regain compliance while on The NASDAQ
Capital Market.

                       About Energy Focus

Energy Focus, Inc. -- http://www.globenewswire.com/-- designs,
develops, manufactures, and markets lighting systems for use in
both the general commercial market and the pool market.  The
Company produces and market a variety of fiber optic lighting
solutions.  The Company's solutions include include fiber optic,
light-emitting diode (LED), ceramic metal halide (CMH), high-
intensity discharge (HID), and lighting technologies.  Its
products fall into two categories, such as metal halide and LED
fiber optic lighting systems and LED lighting systems.  The
Company's fiber optic lighting systems are comprised of three
components: illuminators, fiber cables, and fixtures.  In
addition, it also produces customized components, such as
underwater lenses, color-changing LED lighting fixtures, landscape
lighting fixtures, and lighted water features, including
waterfalls and laminar-flow water fountains.


ENERGY XXI: Moody's Upgrades Corporate Family Rating to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service upgraded Energy XXI Gulf Coast, Inc.'s
Corporate Family Rating to Caa2 from Caa3 and upgraded the
$276.5 million of senior unsecured notes due 2013 that remain
outstanding to Caa3 from Ca.  The Speculative Grade Liquidity
rating was raised to SGL-3 from SGL-4 and the rating outlook was
changed to stable from negative.

This rating action follows the company's recent completion of the
exchange of $278 million of 16% Second Lien Junior Secured Notes
due 2014 for $347.5 million of senior unsecured notes.  Moody's
changed the Probability of Default Rating to Caa2/LD from Ca to
reflect the new capital structure and also to classify the
exchange as a limited default since Moody's view this transaction
as tantamount to a distressed exchange.  After three business days
the PDR will be changed from Caa2/LD to Caa2.

"The rating upgrade reflects Energy XXI's improved liquidity and
meaningful debt reduction," commented Pete Speer, Moody's Vice
President.  "However, the company still has high debt levels
relative to its reserves and production base."

Contemporaneous with the debt exchange, Energy XXI issued
$60 million of 16% Second Lien Junior Secured Notes due 2014 and
approximately 13.2 million of common stock to investors for
approximately $41 million of proceeds net of offering expenses and
accrued interest paid on the exchanged senior unsecured notes.  In
addition, the company received approximately $45 million of
insurance proceeds related to hurricane losses in October.

The company intends to use these funds and the substantial
majority of its existing cash balances to make further payments on
its revolver.  The company expects its borrowing base will be
reduced from $235 million to $199 million in the soon to be
completed borrowing base redetermination.  Pro forma for these
events the company expects to have around $14 million of cash and
$115 million of revolver availability, compared to $61 million of
cash and no revolver availability last spring.

The Caa2 CFR reflects Energy XXI's still high leverage on proved
developed and proved developed producing reserves and the short
reserve life of its largely shallow water Gulf of Mexico
production base.  Pro forma for the debt exchange and other debt
repayments, the company will have debt/PD reserves of around
$20/boe and debt/PDP reserves of $41/boe.  Despite slightly
increasing total proved reserves in its fiscal year ended June 30,
2009, proved developed producing reserves declined to
approximately 16.6 million boe from 18.5 million boe at June 30,
2008.  Therefore debt/PDP is relatively unchanged from earlier
this year despite the debt reduction.  Moody's highlight this
metric because Energy XXI has a PDP reserve life less than 2.5
years based on its current average daily production run rate of
about 20,000 boepd.

The Caa3 senior unsecured notes rating reflects both the overall
probability of default of Energy XXI, to which Moody's assigns a
PDR of Caa2, and a loss given default of LGD 5 (84%).  The
$338 million second lien junior secured notes due 2014 and the
senior secured revolving credit facility have a priority claim to
the company's assets and therefore the senior unsecured notes are
notched one rating beneath the Caa2 CFR under Moody's Loss Given
Default Methodology.

The last rating action on Energy XXI was on September 4, 2009,
when the PDR was downgraded to Ca from Caa3 following the
company's announcement of the bond exchange.

Energy XXI Gulf Coast, Inc., is an independent exploration and
production company based in Houston, Texas and is an indirect
wholly owned subsidiary of Energy XXI (Bermuda) Limited.


ENTEROMEDICS INC: Receives Notice of NASDAQ Listing Deficiencies
----------------------------------------------------------------
EnteroMedics Inc. disclosed that on November 13, 2009, it received
two Nasdaq Staff Deficiency Letters indicating that, for 30
consecutive business days, the Company's listed securities did not
maintain the minimum Market Value of Publicly Held Share (MVPHS)
of $15,000,000 as required by Listing Rule 5450(b)(2)(C) and did
not maintain a minimum bid price of $1.00 per share as required by
Listing Rule 5450(a)(1).

The Company has been provided 90 calendar days, or until
February 11, 2010, to regain listing compliance with rule
5450(b)(2)(C), which can be achieved if the Company's MVPHS closes
at $15,000,000 or more for a minimum of ten consecutive business
days during this time, and 180 days, or until May 12, 2010, to
regain listing compliance with rule 5450(a)(1), which can be
achieved if the Company's common stock closes at or above $1.00
per share for a minimum of ten consecutive business days during
this time. EnteroMedics previously announced that, on October 19,
2009, it received a Nasdaq Staff Deficiency Letter indicating
that, for ten consecutive business days, the Company's common
stock did not maintain the minimum Market Value of Listed
Securities (MVLS) of $50,000,000 as required by Listing Rule
5450(b)(2)(A).  The Company was provided 90 calendar days, or
until January 19, 2010, to regain listing compliance with rule
5450(b)(2)(A).  The Company's common stock will continue to be
listed on the Nasdaq Global Market during this period.

In the event the Company does not regain compliance prior to
expiration of the respective grace periods, it will receive
written notification that its securities are subject to delisting.
The Company may, at that time, appeal the Staff's determination to
a Hearing's Panel.  Such an appeal, if granted, would stay
delisting until a Panel ruling.  Alternatively, the Company may
choose to apply for transfer to the Nasdaq Capital Market,
provided it satisfies the requirements for continued listing on
that market.  There can be no assurance that the Company will be
able to reestablish or maintain compliance with listing criteria
on either Nasdaq market or that an appeal, if taken, would be
successful.

                     About EnteroMedics Inc.

EnteroMedics -- http://www.enteromedics.com/-- is a development
stage medical device company focused on the design and development
of devices that use neuroblocking technology to treat obesity and
other gastrointestinal disorders.  EnteroMedics' proprietary
neuroblocking technology, VBLOC(R) vagal blocking therapy, is
designed to intermittently block the vagus nerves using high-
frequency, low-energy, electrical impulses.  EnteroMedics is
currently recruiting patients outside of the United States for a
feasibility study examining VBLOC Therapy's effects on blood
glucose levels in diabetic patients.


ERICKSON RETIREMENT: Gets Nod to Amend Charleston Pact
------------------------------------------------------
In May 2003, Debtor Erickson Retirement Communities, LLC, entered
into a Second Amended and Restated Management and Marketing
Agreement with Charlestown Community, Inc., a non-debtor and not-
for-profit entity.  Under the Management Agreement, ERC agreed to
provide management and operating services for a senior living
center in Baltimore, Maryland.  As a precondition for modifying
its credit agreement with Charlestown, Bank of America, N.A., one
of Charlestown's lenders, required collateral assignment of the
Management Agreement by Charlestown to BofA.

Subsequently, ERC, Charlestown and BofA entered into a
Subordination Agreement on March 1, 2006.  As a precondition for
modifying its credit agreement with Charlestown, BofA also
required an amendment to the Subordination Agreement.

Accordingly, the Debtors sought and obtained the Court's authority
to execute the Collateral Assignment of Management Documents and
the First Amendment to Subordination Agreement.

Charlestown notes that it is seeking refinancing of its debt to
BofA, but BofA requires it and ERC to execute the Agreements as a
precondition to that refinancing.  Vincent P. Slusher, Esq., at
DLA Piper LLP, in Dallas, Texas, notes that if Charlestown is not
able to refinance, the continued ability of its retirement
community and its ability to continue paying fees to ERC under
the Management Agreement may be put at risk.  Charlestown's
continued payments to ERC under the Management Agreement are a
steady source of income, he points out.  Thus, the continuation
of this income stream and the continued ability of Charlestown's
retirement community will be necessary for the Debtors'
successful reorganization, he maintains.

                      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: Panel Proposes Bracewell as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors in Erickson
Retirement Communities LLC's cases seeks the Bankruptcy Court's
permission to retain Bracewell & Giuliani LLP as its counsel, nunc
pro tunc to November 2, 2009.

As the Committee's counsel, Bracewell & Giuliani is expected to:

  (a) provide legal advice with respect to the Committee's
      rights, powers, and duties in the Debtors' Chapter 11
      cases;

  (b) represent the Committee at all hearings and other
      proceedings;

  (c) advise and assist in the Committee's discussions with
      the Debtors and other parties-in-interest, as well as
      professionals retained by these parties, regarding the
      overall administration of the Debtors' Chapter 11 cases;

  (d) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with these
      creditors;

  (e) assist with the Committee's investigation of the
      assets, liabilities, and financial condition of the
      Debtors and of the operations of the Debtors' businesses;

  (f) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among others, any proposed sale and
      formulating the terms of a plan or plans of reorganization
      for the Debtors;

  (g) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      matters in the Debtors' Chapter 11 cases;

  (h) review and analyze all pleadings, orders, statements of
      operations, schedules, and other legal documents; the
      preparation on behalf of the Committee of all pleadings,
      orders, reports and other legal documents as may be
      necessary in furtherance of the Committee's interests and
      objectives; and

  (i) perform all other legal services for the Committee which
      may be necessary and proper for the Committee to discharge
      its duties in the Debtors' Chapter 11 cases.

The Committee proposes that Bracewell & Giuliani's services be
paid according to the firm's customary hourly rates:

            Title                     Rate per Hour
            -----                     -------------
            Partners                   $625 to $850
            Associates                 $340 to $525
            Paralegals                 $110 to $250

The principal Bracewell & Giuliani attorneys designated to
represent the Committee and their current standard hourly rates
are:

  Name                   Position           Rate per Hour
  ----                   --------           -------------
  Samuel M. Stricklin    Partner                 $625
  Andrew J. Schoulder    Associate               $525
  Marcus Friedman        Associate               $385
  Anna Rozin             Associate               $325

Bracewell & Giuliani will also be reimbursed for reasonable and
necessary expenses incurred or to be incurred.

Samuel M. Stricklin, Esq., a partner at Bracewell & Giuliani,
discloses that Microsoft Licensing GP, International Business
Machines Corp. and G.E. Appliances, all unsecured creditors of
the Debtors, are adverse to existing clients of the firm in
matters unrelated to the Debtors' Chapter 11 cases.  Moreover, he
says, from 2007 though 2009, Bracewell & Giuliani represented
Mercantil Commercebank, Hillcrest Bank, KeyBank, N.A., Bank of
America, N.A., Sovereign Bankcorp Consolidated, and Wells Fargo
Bank, N.A., the Debtors' prepetition lenders, in matters
unrelated to the Debtors' Chapter 11 cases.  He adds that
Bracewell & Giuliani represents The Bank of New York Mellon,
N.A., in matters unrelated to the Debtors' Chapter 11 cases.

Despite these disclosures, Mr. Stricklin maintains that Bracewell
& Giuliani is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code.  He assures the
Court that Bracewell & Giuliani does not hold or represent any
interest adverse to the Debtors' estates with respect to the
matters for which it is to be engaged.

                      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: Says Sec. 333 Ombudsman Not Necessary
----------------------------------------------------------
Erickson Retirement Communities LLC and its units currently manage
and have varying interests in 20 continuing care retirement
communities in 11 states.  The CCRCs, which are in various stages
of completion or development, are large campus style communities
offering seniors a full life cycle of retirement services from
independent living though skilled nursing.

On behalf of William T. Neary, as United States Trustee for
Region 6, Nancy Sue Resnick, Esq., in Dallas, Texas, notes that
the definition of "health care business" under Section 101(27)(A)
of the Bankruptcy Code is sufficiently broad to determine whether
the Debtors' operations falls within the definition of "health
care business."

Moreover, Section 333 of the Bankruptcy Code provides that if the
Debtor under Chapter 11 is a health care business, the Court will
order, no later than 30 days after the Petition Date, the
appointment of an ombudsman to monitor the quality of patient
care and to represent the interests of the patients of the health
care business unless the Court finds that the appointment is not
necessary.

                        Debtors React

On behalf of the Debtors, Vincent P. Slusher, Esq., at DLA Piper
LLP, in Dallas, Texas, informs the Court that the Debtors
continue to discuss resolutions with William T. Neary, U.S.
Trustee for Region 6, regarding the U.S. Trustee's motion for
hearing on appointment of a patient care ombudsman under Section
333 of the Bankruptcy Code.

Nevertheless, the Debtors say they don't believe the appointment
of a patient care ombudsman in their 1 cases is necessary.  The
Debtors note that (1) their business is not a traditional
healthcare business within the meaning of Section 333(a)(1) of
the Bankruptcy Code; (2) they do not operate the communities but
manage them through management contracts with independent not-
for-profit organizations, which are the licensed healthcare
operators of the communities; and (3) only three of the
facilities relevant to the Debtors' Chapter 11 cases -- Ann's
Choice, Inc., Fox Run, Inc. and Maris Grove, Inc. -- offer
healthcare services to residents, and only 10% of the total
residents at the Debtors' facilities receive healthcare services.
Similarly, patients are adequately protected because several
state and federal agencies oversee the patient care, the Debtors
maintain.

Moreover, Mr. Slusher reveals, the Debtors have agreed to self
report to the Court, the U.S. Trustee, and the applicable state
regulators.  The Debtors' proposed self-reporting goes beyond of
what is required of a patient care ombudsman and is sufficient
for the Court to determine whether the level of patient care at
the care continuing retirement communities is adequate, he
insists.  If the U.S. Trustee or any party-in-interest believes
that the Debtors' self-reporting is inadequate, any of those
parties may ask the Court to reevaluate its decision not to
appoint a patient care ombudsman, Mr. Slusher points out.

In a separate response, Oak Crest Village, Inc.; Greenspring
Village, Inc.; Riderwood Village, Inc.; Brooksby Village, Inc.;
Seabrook Village, Inc.; Cedar Crest Village, Inc.; Ann's Choice,
Inc.; Maris Grove, Inc.; Fox Run, Inc.; Wind Crest, Inc.; Ashby
Ponds, Inc.; Highland Springs, Inc.; Eagle's Trace, Inc.; Linden
Ponds, Inc.; Sedgebrook, Inc.; Monarch Landing, Inc.; and
Tallgrass Creek, Inc.; collectively referred to as the National
Senior Campus Inc. Not-for-Profit Organizations, confirm that the
Debtors have done an excellent job of providing services for the
residents and thus, a patient care ombudsman is not necessary.
The NSC NFPs further believe that the Debtors' self-reporting is
a sound and efficient way to confirm that the high quality of
care that the Residents have always received will continue during
the Debtors' Chapter 11 cases.

On behalf of the NSC NFPs, Martin T. Fletcher, Esq., at Whiteford
Taylor and Preston, L.L.P., in Baltimore, Maryland, further
asserts that appointment of a patient care ombudsman is not
necessary in the Debtors' Chapter 11 cases due to, among others:

  * the existence of the NSC NFPs as active advocates for the
    Residents;

  * the absence of patient care problems as a cause of the
    Debtors' bankruptcy;

  * the Residents' ability to advocate for themselves and the
    ability of active internal resident communities and the NSC
    NFPs to advocate on their behalf should there be any decline
    in resident care;

  * the independence and health of the majority of the
    Residents;

  * the natural alignment of the interests of the Debtors, the
    NSC NFPs and the Residents on the issue of maintaining high
    quality care; and

  * the unnecessary burden to the Debtors' estates if a patient
    care ombudsman is appointed.

The Debtors and NSC NFPs thus ask the Court to (i) exercise its
discretion to not appoint a patient care ombudsman pursuant to
Section 333(a)(1), and (ii) instead enter an order requiring the
Debtors to self report to the Court regarding patient care.

                      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)


EUGENE PRICE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eugene Price
          dba Prices Truck Stop
          aka Tal Gene Price, Jr.
          dba Prices Oil Company, Inc.
          aka T. E. Price, Jr.
          aka Tal Eugene Price, Jr.
        16 Vista Parkway Circle
        Roswell, NM 88201

Bankruptcy Case No.: 09-15313

Chapter 11 Petition Date: November 20, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: R Trey Arvizu III, Esq.
                  PO Box 1479
                  Las Cruces, NM 88004-1479
                  Tel: (575) 527-8600
                  Fax: (575) 527-1199
                  Email: arvizulawoffices@qwestoffice.net

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

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

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/nmb09-15313.pdf

The petition was signed by Eugene Price.


EXTENDED STAY: Creditors Committee Down to Four Members
-------------------------------------------------------
Diana Adams, the United States Trustee for Region 2, notified the
Court that Bank of America N.A. no longer serves in the Official
Committee of Unsecured Creditors in the Debtors' Chapter 11
cases.

With Bank of America's exit, the Creditors Committee is now
composed of these creditors:

  (1) Manufacturers and Traders Trust Company
      25 South Charles Street, 16th Floor
      Baltimore, Maryland 21201
      Attn: Robert D. Brown, Administrative Vice President
      Tel. No. (410) 244-4238

  (2) Wachovia Bank, N.A.
      375 Park Avenue
      New York, New York 10152
      Attn: Ronal Rhagat, Vice President
      Tel. No. (212) 214-0114

  (3) Ashford Hospitality Finance L.P.
      14185 Dallas Parkway, Suite 1100
      Dallas, Texas 75254
      Attn: David A. Brooks, Vice President
      Tel. No. (972) 778-9207

  (4) Hospitality F LLC
      c/o Greenberg Nicoletta & Stein
      370 Lexington Avenue
      New York, New York 10017
      Attn: Sam Weiss, Member
      Tel. No. (718) 384-0472

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Proposes January 15 Claims Bar Date
--------------------------------------------------
Extended Stay Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to set
January 15, 2010, as the deadline for creditors to file their
proofs of claim against the Debtors.

For claims that stem from the rejection of executory contracts
and leases, the Debtors propose that the creditors be required to
file their proofs of claim by the later of January 15, 2010, or
within 45 days after a rejection notice is served on them.

The Debtors also ask the Court to allow claimants affected by any
amendment to the Schedule of Assets and Liabilities to file
their proofs of claim by the later of January 15, 2010, or within
30 days after the Debtors provide notice of the Schedules
Amendment.

"Establishing the Bar Date will enable the Debtors to receive,
process, and begin their analysis of creditors' claims in a
timely and efficient manner and proceed to expeditiously conclude
the administration of these chapter 11 cases," says the Debtors'
attorney, Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP,
in New York.

The Debtors estimate that they have more than 200 creditors in
their Chapter 11 cases.

              Procedures for Filing Proofs of Claim

The Debtors propose to require creditors who have claims against
more than one Debtor to file separate proofs of claim against
each Debtor, provided that:

  (i) if any holder of a claim with respect to the Debtors' $4.1
      billion prepetition mortgage loan files a proof of claim
      against any of the Debtors that availed of the loan, that
      proof of claim will be deemed filed against all the
      Debtors that availed of the loan;

(ii) any holder of debt based on the $3.3 billion prepetition
      mezzanine loan may file a consolidated proof of claim
      against one or more of the Debtors as long as that proof
      of claim clearly identifies the Debtor or Debtors against
      which the claim is asserted, and the amount of the claim
      against each Debtor; and

(iii) Wachovia Bank N.A., as agent for the mezzanine loan, is
      authorized to file one proof of claim for all holders of
      claims that are based on the mezzanine loan as long as the
      proof of claim clearly identifies the Debtor or Debtors
      against which the claim is asserted, and the amount of the
      claim asserted by each creditor against each Debtor.

Manufacturers and Traders Trust Company, the indenture trustee
for the 9 7/8% Senior Subordinated Notes issued by the Debtors,
is authorized and entitled to file one proof of claim on behalf
of all of the holders of the notes.

Proofs of claim will be deemed timely filed only if they are
actually received by Kurtzman Carson Consultants LLC, the
Debtors' noticing and claims agent, or by the Court on or before
January 15, 2010.  Proofs of claim sent by facsimile, telecopy,
or electronic mail transmission will not be accepted.

These creditors are not required to file a proof of claim:

  (1) Any person or entity which holds a claim that is listed
      in the schedules and is not described as disputed,
      contingent or unliquidated;

  (2) Any person or entity that holds an interest in the
      Debtors based exclusively on the ownership of common or
      preferred stock, membership interests, partnership
      interests, or warrants or rights to purchase, sell or
      subscribe that security or interest;

  (3) Any person or entity whose claim has been paid in full by
      the Debtors;

  (4) Any holder of a claim allowable as an administrative
      expense;

  (5) Any person or entity that holds a claim that has been
      allowed by a Court order entered on or before January 15,
      2010;

  (6) Any holder of a claim for which a separate deadline is
      fixed by the Court;

  (7) Any Debtor that has a claim against another Debtor;

  (8) Any affiliate or wholly owned subsidiary of the Debtors
      that has a claim against a Debtor;

  (9) Any holder of a claim that has already properly filed a
      proof of claim with the Clerk of the Court or Kurtzman;
      and

(10) U.S. Bank N.A., TriMont Real Estate Advisors Inc., the
      master servicer and the trust where the mortgage loan was
      deposited, to the extent of any claim relating to the
      mortgage loan.

Any creditor that relies on the Schedules has the responsibility
to determine that the claim is accurately listed in the
Schedules.  Any creditor that is required to file a proof of
claim but fails to do so will not be treated as a creditor for
the purposes of voting and distribution in the Debtors' cases.

The Debtors intend to mail a notice of the Bar Date and have it
published in the national edition of The Wall Street Journal 25
days before January 15, 2010.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Wants $4 Million Budget Slashed
----------------------------------------------
Extended Stay Inc. and TriMont Real Estate Advisors Inc. seek a
court order to slash the examiner's proposed $4 million budget
for his investigation.

In a joint statement, ESI and TriMont, the special servicer of
ESI's $4.1 billion mortgage loan, ask the U.S. Bankruptcy Court
for the Southern District of New York to direct Ralph Mabey to
reduce his proposed budget to $750,000, asserting that some
aspects of the examiner's investigation including a valuation of
the business of ESI and its affiliated debtors as of June 11,
2007, may not be necessary.

"Based on the narrow scope of the investigation, [ESI and
TriMont] submit that amounts set forth in the preliminary fee
estimate are unrealistic," ESI's attorney, Jacqueline Marcus,
Esq., at Weil Gotshal & Manges LLP, in New York, contends.

The statement came after Mr. Mabey's California-based counsel,
Stutman Treister & Glatt Professional Corporation filed in Court
on October 30, 2009, a copy of the amendment to the examiner's
work plan.

The Amended Examiner Work Plan, which provides an overview on how
Mr. Mabey would conduct his investigation into the Debtors'
bankruptcy, proposed an estimated budget of $3.7 million to
$4 million, an $800,000 reduction from the initial estimate of
$3.9 million to $4.85 million stated in the original work plan.
The Amended Work Plan also narrowed the scope of the examiner's
investigation.

Ms. Marcus insists that the review of the financial transactions
leading to the Debtors' Chapter 11 filings "does not warrant an
intensive fact searching mission" and "can be completed in
significantly less time" than reflected in the Amended Work Plan.

The Amended Work Plan also drew flak from Bank of America N.A.,
Line Trust Corporation Ltd. and Deuce Properties Ltd.

Bank of America N.A, one of the lenders that funded the $7.4
billion acquisition of the Debtors from Blackstone Group LP, asks
the Court to require the examiner to address the concerns raised
by ESI and TriMont.

Line Trust and Deuce Properties, for their part, question the
exclusion from the scope of Mr. Mabey's investigation the
negotiation of the term sheet submitted by the Debtors which
details the proposed restructuring of their debt.  The
investigation of the term sheet was included in the examiner's
original work plan.

Line Trust and Deuce Properties are investors that contributed
$214 million to the junior debt used for the acquisition of the
Debtors.  They previously accused David Lichtenstein, chairman of
Lightstone Group LLC who led the acquisition of the Debtors from
Blackstone, of being induced by lenders to push the Debtors into
bankruptcy to leave junior loan holders out of the money.  They
also alleged that the lenders promised to indemnify Mr.
Lichtenstein against $100 million in liabilities and provide a
$5 million "litigation defense war chest" to resist potential
claims from junior lenders.

The Official Committee of Unsecured Creditors, meanwhile, says it
will defer to the judgment of the Court as to the appropriate
budget for the examiner investigation.  Nevertheless, the
Creditors Committee says it agrees with ESI and TriMont that the
$4 million budget is high in light of the narrowing of the scope
of the investigation under the Amended Work Plan.  The Committee
is concerned, however, that the "potential utilization and
benefit of the examiner's report may be jeopardized if it is
perceived that the examiner had an insufficient budget to use to
conduct a thorough, independent investigation."

                Examiner Defends Proposed Budget

The Examiner asks the Court to overrule the objections raised
against his work plan, asserting that the proposed budget is
appropriate.

"As the investigation is still in its early stages, the examiner
and [his] professionals had no choice but to estimate their fees
and expenses based primarily upon their prior, significant
experiences with the investigation of issues of similar
complexity and scope," Margreta Morgulas, Esq., at Stutman
Treister & Glatt, in Los Angeles, California, relates.  "In that
context, the examiner and [his] professionals submit that the
estimated budget is appropriate and should be approved."

Ms. Morgulas notes that ESI and other entities proposed to slash
the budget although they "have no more information regarding the
course of the investigation than the examiner or have not shared
such information."

"There is no reason to believe that their lower estimates are
more accurate than the estimates proposed in the amended work
plan," Ms. Morgulas says, pointing out that ESI and TriMont did
not provide an explanation of why only a $750,000 budget is
needed for the examiner investigation.

Ms. Morgulas suggests that Mr. Mabey be allowed to exercise his
discretion, and that ESI and TriMont defer to the examiner's
judgment that he will not pursue "a path that results in the
needless development or analysis of facts or legal theories."

The Examiner's counsel filed in Court on November 14, 2009, a
proposed order approving the Amended Work Plan, which was further
revised to provide a February 19, 2010 deadline for the examiner
to file his report about the investigation.

A full-text copy of the Amended Work Plan is available for free
at http://bankrupt.com/misc/ESI_AmExaminerWorkPlan.pdf

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Wants to Revise $18MM Repayment Terms to U.S. Bank
-----------------------------------------------------------------
Extended Stay Inc. and its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
a deal with U.S. Bank N.A. to revise the terms governing the
monthly payment of $18 million to the bank.

As of the Petition Date, the Debtors have been providing payments
of approximately $18 million per month in return for using cash
earmarked as collateral for a $4.1 billion mortgage loan, which
is deposited in a trust administered by U.S. Bank.  The
$18 million monthly payments are referred to as adequate
protection payments.  The mortgage loan was used to fund the
acquisition of the Debtors from Blackstone Group LP by an
investment consortium led by Lightstone Group LLC Chairman David
Lichtenstein.

The Debtors hammered out the deal to avoid facing liquidity
crisis, according to their attorney, Jacqueline Marcus, Esq., at
Weil Gotshal & Manges LLP, in New York.

"Due to the seasonality of the Debtors' business and the fact
that [they] will soon be entering their slow season, the Debtors
may face a liquidity crisis without some adjustment to their
obligation to make adequate protection payments," Ms. Marcus says
in court papers.

"Maintaining payments at current levels may jeopardize the
Debtors' liquidity, a result that would be detrimental to both
the Debtors and their creditors," she tells the Court.

The parties' agreement, as formalized in a 7-page stipulation,
seeks to revise the terms of the payments required under the
Court's July 23, 2009 Cash Collateral Order.  The key terms of
the agreement are:

  (1) On the date by which any interest payment is due under the
      mortgage loan agreement, the Debtors' adequate protection
      payment may be deferred, in whole or in part, if the
      amount of their available cash as of the close of business
      a day before the date of payment is less than $22.5
      million, after giving effect to the amount of the adequate
      protection payment.

      Available cash refers to the actual amount of the "CMA &
      DIP" balance computed in a consistent manner as per the
      weekly Extended Stay Hotels Cash Collateral Budget
      Variance Report prepared by the Debtors in accordance with
      past practice and provided to the mortgage loan's special
      servicer, TriMont Real Estate Advisors Inc., and the
      Official Committee of Unsecured Creditors.

  (2) If the Debtors do not have sufficient available cash to
      make the adequate protection payment for that month, then
      the amount deferred will be added to the "deferred
      adequate protection amount."

  (3) If the Debtors which availed of the mortgage loan have
      sufficient available cash to make the adequate protection
      payment for that month, then the Debtors will pay U.S.
      Bank and the trust any of their available cash that is in
      excess of $22.5 million, not to exceed the adequate
      protection payment for that month plus the then
      outstanding "deferred adequate protection amount."

  (4) In no event will deferral of any adequate protection
      payment constitute waiver of any adequate protection
      payment.

A full-text copy of the stipulation is available without charge
at http://bankrupt.com/misc/ESI_StipCashCollUSBank.pdf

The Court will convene a hearing on December 10, 2009, to
consider approval of the Debtors' request.  Creditors and other
concerned parties have until December 4, 2009, to file their
objections.

                        About Extended Stay

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

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

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

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


EZIAGU PROPERTIES: Case Summary & 8 Largest Unsec. Creditors
------------------------------------------------------------
Debtor: Eziagu Properties, LLC
        1701 Bearden Drive
        Las Vegas, NV 89106

Bankruptcy Case No.: 09-31839

Chapter 11 Petition Date: November 18, 2009

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

Judge: Bruce A. Markell

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  626 S Third St
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  Email: sam@schwartzlawyers.com

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

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

According to the schedules, the Company has assets of $3,130,000
and total debts of $3,628,532.

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

             http://bankrupt.com/misc/nvb09-31839.pdf

The petition was signed by Dolue D. Ezeanolue, managing member of
the Company.


F & F LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: F & F LLC
        11910-11960 Foothill Boulevard
        Rancho Cucamonga, CA 91739

Case No.: 09-38204

Chapter 11 Petition Date: November 20, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Todd C. Ringstad, Esq.
                  2030 Main St #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450
                  Email: becky@ringstadlaw.com

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

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

The petition was signed by Choung Fann Yik, the company's managing
member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Grubb & Ellis                                     $37,000

San Bernardino County      Property Taxes         $32,095
Assessor

Atkensin Andelson Loya Ruud                       $27,444

All American Lock Corp.                           $16,772
                                                  Value: $0
                                                  Net Unsecured:
                                                  $16,772

Express Pipe and                                  $15,425
Supply Co.                                        Value: $0
                                                  Net Unsecured:
                                                  $15,425

EGL Associates Inc.                               $14,925

Success Sign Group                                $13,900

Integrated Technologies Inc.                      $10,132

Charles Joseph Associates                         $10,000

Bryant Company                                    $9,000
                                                  Value: $0
                                                  Net Unsecured:
                                                  $9,000

Brother's Nursery Inc.                            $8,742
                                                  Value: $0
                                                  Net Unsecured:
                                                  $8,742

Vista Paint Corporation                           $7,442
                                                  Value: $0
                                                  Net Unsecured:
                                                  $7,442

Bonaldo Engineering                               $7,047

Angelus Block Company, Inc.                       $6,526
                                                  Value: $0
                                                  Net Unsecured:
                                                  $6,526

JWDA                                              $5,300

Allied Insurance                                  $5,152

Security Protection                               $5,076
Services

Charlie Yu & Associates                           $4,424
Inc.

LEI Commercial                                    $4,098

Thong, Yu, Wong &                                 $3,800
Less LLP


FAIRCHILD CORP: Court Sets December 17 Plan Confirmation Hearing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
November 10, 2009, the disclosure statement explaining the second
amended joint Chapter 11 plan of liquidation of The Fairchild
Corporation and its debtor affiliates.  The Court has set a
confirmation hearing for December 17, 2009, at 11:00 a.m.

The Court set December 7, 2009, at 4:00 p.m. as the deadline for
the submission of ballots to accept or reject the Plan.  The Court
has also fixed December 10, 2009, at 4:00 p.m. as the deadline for
filing and serving objections to confirmation of the Plan.

                      Summary of Plan Terms

On the Plan's Effective Date, the Trust Assets will be conveyed to
the Liquidating Trust free and clear of liens, claims and
encumbrances or interests.  The Liquidating Trust will take charge
of liquidating the Trust Assets on behalf of the Plan
beneficiaries.

Payment of Administrative Claims and Priority Tax Claims will be
funded by available Cash on the Plan's Effective Date.  The
remained of the Plan will be funded by (i) available Cash on the
Plan's Effective Date, if any, (ii) funds added to available Cash
after the Plan's Effective Date from the liquidation of the
Debtors' remaining Trust Assets and the prosecution and
enforcement of Retained Causes of Action and/or (iii) the release
of any funds held in reserve.

PBGC Secured Claim under Class 1, General Unsecured Claims under
Class 5, and Interests under Class 6 are impaired under the Plan.
Votes will be solicited only from holders of Claims in Classes 1
and 5.  In view of the substantial probability that there will be
no distribution in respect of Class 6 Interests, holders thereof
may not vote and are deemed to reject the Plan.

General Unsecured Claims, including all Claims relating to
Environmental Claims, PBGC Unsecured Claims, the Retiree Health
Plan Unsecured Claim, the Retiree General Unsecured Claims and
Banner Claims, will receive its Pro Rata share of the
Distributable Assets, if any, available from the Liquidating Trust
after full payment or other satisfaction of all Allowed
Administrative Claims, all Allowed Priority Tax Claims and all
Claims in Classes 1 through 4, in accordance with the Plan terms.

PBGC Secured Claim's principal amount will be deemed to have been
satisfied by the contribution by the Debtors of tne amount of
$1,956,670 to the Pension Plan which contribution occurred in
September 2009.

Claims Secured by Real Property under Class 2 will be reinstated,
with said claims to be assumed and assigned to the Liquidating
Trust.

A full-text copy of disclosure statement explaining the second
amended joint Chapter 11 plan of liquidation of The Fairchild
Corporation and its debtor affiliates is available for free at:

     http://bankrupt.com/misc/fairchild.DS2ndamendedplan.pdf

A full-text copy of the second amended joint Chapter 11 plan of
liquidation of The Fairchild Corporation and its debtor affiliates
is available for free at:

     http://bankrupt.com/misc/fairchild.2ndamendedplan.pdf

                    About Fairchild Corporation

Based in McLean, Virginia, The Fairchild Corporation
(OTC: FCHD.PK) -- http://www.fairchild.com/-- operated in two
distinct divisions, Fairchild Sports and Banner Aerospace Holding
Company I, Inc.  In addition to these two operating divisions,
Fairchild owned several parcels of real estate in Farmingdale, New
York, which it had been in the process of selling or developing.

Currently, the Debtors' operations are mainly centered on
Fairchild Sports, which is a division of the Debtors that
concentrate primarily on protective apparel, helmets and technical
accessories for motorcyclists.  Additionally, Fairchild continues
to own several substantial parcels of real estate in Farmingdale,
New York, and a number of unrelated investments.

Fairchild and 60 of its affiliates filed for Chapter 11 protection
on March 18, 2009 (Bankr. D. Del Lead Case No. 09-10899).  Steven
J. Reisman, Esq., Timothy A. Barnes, Esq., and Veronique A.
Hodeau, Esq., at Curtis, Mallet-Prevost, Cold & Mosle LLP, are
bankruptcy counsel to the Debtors.  Jason M. Madron, Esq., Michael
J. Merchant, Esq., and Mark D. Collins, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.  On April 6,
2009, Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3,
appointed three creditors to serve on the official committee of
unsecured creditors of the Debtors.


FILENE'S BASEMENT: Plan Offers 75% Return to Unsecured Creditors
----------------------------------------------------------------
Filene's Basement Inc. has filed a joint plan of liquidation under
which holders of administrative claims, priority tax claims and
remaining secured claims will receive 100 cents on the dollar.

Holders of unsecured creditors expected to aggregate $57 million
will retrieve at least 75% of their claims, while holders of
equity interests won't receive anything.

The Plan proposes to substantively consolidated the Debtors'
estates and vest all of the assets of the consolidated Debtors
into a single estate for distribution in accordance with the Plan.

A hearing to consider the adequacy of the information explaining
the liquidating plan will be held on December 17 at 10:30 a.m.
Objections due by December 14.  As soon as approval of the
Disclosure Statement is obtained, the Debtors will begin
soliciting votes on the Plan, then seek confirmation of the Plan.

A copy of the Plan is available for free at:

   http://bankrupt.com/misc/Filenes_Ch11_Plan.pdf

A copy of the Disclosure Statement is available at:

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

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring effort.  Epiq Bankruptcy Solutions serves as claims
and notice agent.  The Debtors listed $50,000,001 to
$100,000,000 in assets and $100,000,001 to $500,000,000 in debts.

The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.


FOUNTAIN VILLAGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fountain Village Development, a general partnership
          aka Fountain Village Development Co
        115 SW Ash St #500
        Portland, OR 97204


Case No.: 09-39718

Chapter 11 Petition Date: November 20, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Albert N. Kennedy, Esq.
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  Email: al.kennedy@tonkon.com

                  Ava L. Schoen, Esq.
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2143
                  Email: ava.schoen@tonkon.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by John P. Beardsley, the company's
partner.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Portland General Electric  Utility-Electricity    $207,988
(PGE)                      (various properties)
Attn: Nancy Clark-Tom
Nemmert

Wumbler                    Trade Debt             $134,106
dba Service Master
Attn: Mike Uwelling

Protemp Associates Inc.    Trade Debt             $74,100
Attn: Darrell Ennis

Salvation Army             Tenant-11 NW 5th       $68,721
Attn: Jayne Hennessee-     (key and security deposit)
Shannon Singleton

Narver, Michael            Tenant-Fountain        $63,312
Home Hotel                 Village Block
                           (prepaid rent)

Pine Street Properties LLC Tenant-Patrick &       $45,000
Club Sesso                 Poppleton
c/o Paul Smith             (key and security deposit)

Clean & Safe               Trade Debt             $33,912
Attn: Mike Kuykendall

HSMPac Realty Inc          Trade Debt             $27,000

Norris & Stevens Inc       Trade Debt             $24,534
Attn: Robert Stutte

Thyssen Elevator           Trade Debt             $20,500
Attn: Crystal Sisco

AND 1                      Tenant-Blagen          $17,616
Accounts Payable           Block (key and
                           security deposit)

Travelers-Heffernan Ins    Property Insurance     $16,529
Attn: Susan Brodahl

NW Natural Gas             Utility-Natural Gas    $16,319
Attn: Accounts Receivable  (various properties)

Thetus Corp                Tenant-Blagen Block    $14,935
Attn: Danielle Forsyth-    (key and security deposit)
Tippi Taylor

Coates Kokes               Tenant-Blagen Block    $14,579
Attn: Lindsay Frank-       (key and security deposit)
Jeanie Coates

NAI Norris Beggs           commission for real    $14,537
& Simpson                  estate broker services
Attn: JJ Unger             provided

Doss Consulting Inc        Tenant-Jazz de Opus    $14,425
dba LeBijoux Ferguson     (key and security deposit)

Premier Janitorial         Trade Debt             $14,160
Attn: Enrique Ordaz

Portland Water Bureau      Utilitu-Water & Sewer  $13,695
Attn: Accounts Receivable  (various properties)

Macadam Forbes             Trade Debt             $12,463
Attn: Mike Vandenberg


FRANK J GOMES: Gets Interim Nod to Use Cash Collateral
------------------------------------------------------
Frank J. Gomes Dairy has sought and obtained approval from the
Hon. Whiney Rimel at the U.S. Bankruptcy Court for the Eastern
District of California to use, on the interim, the cash collateral
of Wells Fargo Bank.  The Debtor can access the cash collateral
from November 12, 2009, until December 15, 2009.

The attorney for the Debtor, Hilton A. Ryder, Esq., at McCormick
Barstow LLP, explained that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtor will grant
the Bank adequate protection liens to protect the lenders form the
diminution in value of the collateral.  In addition, the Bank will
get $34,310 in cash (i) when the Debtor gets any milk checks from
Saputo Cheese USA, Inc., and/or Dairystream Cooperative, Inc.,
previously levied upon by A.L. Gilbert Company currently in the
possession of the Merced and/or Stanislaus County Sheriffs, or
(ii) on November 30, 2009.  On December 15, 2009, the Bank will
get an additional adequate protection payment of $34,310.  In the
event of default, the Debtor's rights to use the cash collateral
will cease two business days after the date of default.

The Debtor also will grant the Bank and other secured creditors a
lien and security interest or replacement lien in all assets of
the Debtor acquired on or after November 12, 2009.

The Debtor promises to provide the lenders monthly reports.

The Debtors will use the collateral pursuant to a weekly budget, a
copy of which is available for free at:

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

A continued interim hearing on the Debtor's request to use cash
collateral will be held on December 9, 2009, at 1:30 p.m.

The prepetition lenders are represented by:

  Robert B. Kaplan, Esq.
  Jeffer, Mangels, Butler & Marmaro
  1900 Avenue of the Stars, 7th Floor
  Los Angeles, California 90067
  Phone: (310) 203-8080
  Fax: (310) 203-0567

Stevenson, California-based Frank J. Gomes Dairy, dba F and A
Farms, operates an agricultural and farming business.  The Company
filed for Chapter 11 bankruptcy protection on November 12, 2009
(Bankr. E.D. Calif. Case No. 09-61024).  Hilton A. Ryder, Esq.,
who has an office in Fresno, California, assists the Company in
its restructuring effort.  According to the schedules, the Company
has assets of $34,613,277, and total debts of $30,930,195.


FRANK J. GOMES: Sec. 341 Meeting Set for December 21
----------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Frank J.
Gomes Dairy's creditors on December 21, 2009, at 2:00 p.m. at
Robert E. Coyle United States Courthouse, 2500 Tulare Street, Room
1452, 1st Floor, Fresno, CA 93721.

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.

Stevenson, California-based Frank J. Gomes Dairy operates an
agricultural and farming business.  The Company filed for Chatper
11 bankruptcy protection on November 12, 2009 (Bankr. E.D. Calif.
Case No. 09-61024).  Hilton A. Ryder, Esq., who has an office in
Fresno, California, assists the Company in its restructuring
efforts.  The Company has assets of $34,613,277, and total debts
of $30,930,195.


GAINEY CORP: Court Sets Plan Confirmation Hearing for December 7
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
approved, on an interim basis, Gainey Corporation, et al.'s
disclosure statement with respect to their first amended Chapter
11 Plan of Reorganization, dated as of Oct. 13, 2009.

The Court is set to approve the Disclosure Statement and confirm
the Chapter 11 Plan on Dec. 14, 2009, at 9:00 a.m.  Objections, if
any, are due Dec. 7, 2009, at 5:00 p.m. (Eastern Time.)

The voting deadline is at 5:00 p.m. (E.T.) on Dec. 7, 2009.

As reported in the Troubled Company Reporter on June 24, 2009, the
Plan, according to the Disclosure Statement, provides for:

  -- a structured disposition of substantially all of the assets
     of the existing Debtors,

  -- the distribution of the proceeds of such dispositions to the
     holders of allowed secured claims under the Plan,

  -- the Debtors' utilization of Cash presently in the Debtors'
     possession to pay other claims under the Plan,

  -- the delivery of the Lender Note to the holders of Lender
     Secured Claims to evidence the repayment to the Agent of
     Working Capital that will be retained by the Debtors and
     transferred to a new business entity ("Newco") under the
     Plan, and

  -- the use of other property by Newco during the term of the
     Property Lease, with the accompanying Lease Payments
     thereunder to be made to the Agent on account of the Lender
     Secured Claims.

Newco will be a new startup business entity, the sole initial
shareholder of which will be Carl Oosterhouse, the present chief
operating officer of the Debtors.

Pursuant to the Plan, Gainey Equity Interests under Class XII will
not receive any distribution under the Plan on account of said
Equity Interests.  Holders thereof are conclusively presumed to
have voted to reject the Plan.

Each holder of an Unsecured Liability Claim under Class VI will
retain all of said holder's rights and remedies against the
Debtors and with respect to any applicable insurance relating to
said Unsecured Liability Claim.

To the extent not previously modified or terminated pursuant to
order of the Bankruptcy Court, the automatic stay will be deemed
terminated immediately as of the Plan's Effective Date with
respect to any and all Unsecured Liability Claims for purposes of
permitting the liquidation of said Unsecured Liability Claims by a
court of competent jurisdiction, and permitting recourse to any
applicable insurance relating to said Unsecured Liability Claim.

To the extent any holder of an Unsecured Liability Claim will be
determined to hold a claim in excess of the amounts payable under
any applicable insurance of the Debtors, said holder will receive
5% of said excess amount, payable in Cash, by Newco, within 30
days of the date of the entry of a Final Order determining such
liability.

Lender Secured Claims under Class IV will retain all adequate
protection payments received by it during the Chapter 11 cases,
and will further receive the following:

  (a) on the Plan's Effective Date, its Pro Rata share of the
      Lender Cash Dividend;

  (b) its Pro Rata share of the Lease Payments to be made by
      Newco, as set forth in Section 5.1 of the Pan;

  (c) its Pro Rata interest in the Lender Note, and the payments
      thereunder, as set forth in Section 5.1 of the Plan; and

  (d) the Rolling Stock Disposition Proceeds, as set forth in
      Section 5.1 of the Plan.

              Classification of Claims and Interests

The Plan segregates the various claims and equity interests into
13 classes:

    Class I    -- Other Priority Claims
    Class II   -- Secured Tax Claims
    Class III  -- Other Secured Claims
    Class IV   -- Lender Secured Claims
    Class V    -- Insurer Secured Claims
    Class VI   -- Unsecured Liability Claims
    Class VII  -- Convenience Claims
    Class VIII -- Lender Unsecured Claims
    Class IX   -- Other Unsecured Claims
    Class X    -- Intercompany Unsecured Claims
    Class XI   -- Subordinated Insider Unsecured Claims
    Class XII  -- Gainey Equity Interests
    Class XIII -- Affiliate Equity Interests

Classes III, IV, VI, VII, VIII, and IX are impaired and entitled
to vote to accept or reject the Plan.

Classes X, XI, XII, and XIII are impaired and are deemed to have
rejected the Plan as a result fo their treatment under the Plan.

Classes I, II, and V are unimpaired and are conclusively presumed
to have accepted the Plan and is not entitled to accept or reject
the Plan.

                             Cramdown

Pursuant to the "cramdown" provisions of the Bankruptcy Code, the
Debtors may seek confirmation of the Plan, despite the
non-acceptance of one or more impaired Classes of Claims and or
Interests, as set forth in Sec. 1129(b) of the Bankruptcy Code.

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


A full-text copy of the Debtors' Amended Joint Plan of
Reorganization is available for free at:

  http://bankrupt.com/misc/GaineyCorp_FirstAmendedChapter11Pan.pdf

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The Company and its subsidiaries filed for Chapter 11 bankruptcy
protection on Octoer 14,, 2008 (Bankr. W.D. Mich. Lead Case No.
08-09092).  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., John
T. Schuring, Esq., and Trent B. Collier, at Dickinson
Wright PLLC; Inga April Hofer, Esq., Jacob Joseph Sadler, Esq.,
and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP,
represent the Debtors as counsel.  Alixpartners, LLC, is the
Debtors' restructuring and financial consultant.  Virchow Krause
and Company, LLP, is the Debtors' financial advisor.  Eric David
Novetsky, Esq., Jay L. Welford, Esq., Judith Greenstone Miller,
Esq., Louis P. Rochkind, Esq., Paul R. Hage, Esq., and Richard E.
Kruger, Esq., at Jaffe, Raitt, Heuer & Weiss, PC, represent the
Official Committee of Unsecured Creditors as counsel.

As of the commencement date, the Debtors owned assets with a
"book" value of approximately $239,000,000.  As of May 22, 2009,
the Debtors books and records reflected available cash on hand in
the amount of approximately $16,300,000, plus billed accounts
receivable in the amount of approximately $18,400,000.


GARY PETER: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Gary Peter Mc Kae
               Cynthia Lee Mc Kae
               505 Moore Rd.
               Redwood City, CA 94062

Bankruptcy Case No.: 09-33611

Chapter 11 Petition Date: November 17, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Drew Henwood, Esq.
                  Law Offices of Drew Henwood
                  41 Sutter St. #621
                  San Francisco, CA 94104
                  Tel: (415) 362-7412
                  Email: dfhenwood@aol.com

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

Estimated Debts: $100,001 to $500,000

A full-text copy of the Debtors' petition, including a list of
their 16 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/canb09-33611.pdf

The petition was signed by the Joint Debtors.


GATEHOUSE MEDIA: Bank Debt Trades at 66% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 34.39 cents-
on-the-dollar during the week ended Friday, Nov. 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.75
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 27, 2014.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ca rating and Standard & Poor's CCC rating.  The
debt is one of the biggest gainers and losers among 178 widely
quoted syndicated loans with five or more bids in secondary
trading in the week ended Nov. 20.

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

At September 30, 2009, the Company had $601,666,000 in total
assets against $1,350,478,000 in total liabilities.

As reported by the Troubled Company Reporter on September 21,
2009, Moody's Investors Service downgraded GateHouse Media
Operating, Inc.'s Corporate Family rating to "Ca" from "Caa1" and
its Probability of Default rating to "Ca" from "Caa2", reflecting
Moody's view of very high default risk and weakened recovery
prospects for debtholders in an event of default scenario which is
exacerbated by lingering adverse current market conditions.


GATEWAY ETHANOL: Court Approves DIP Loan Hike to $8.8 Million
-------------------------------------------------------------
The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas approved a sixth amendment to the stipulated
final order authorizing Gateway Ethanol, LLC to:

   -- obtain secured postpetition financing from Dougherty
      Funding LLC; and

   -- grant security interests, superpriority claims and adequate
      protection to its secured lender.

The Debtor related that it was still unable to obtain unsecured
credit.  Dougherty agreed to increase the DIP loan to $8,854,500
from $7,844,000, subject to the asset sale closing on or before
Dec. 31, 2009.

As reported by the Troubled Company Reporter on Nov 19, 2008,
pursuant to the DIP Loan terms, the financing terminates if
certain milestones are not achieved, including the completion of a
sale at a specified date.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Kans., Case No. 08-
22579.)  Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and
Tammee E. McVey, Esq., at Bryan Cave, LLP, represent the Debtor in
its restructuring efforts.  In its schedules, the Debtor listed
total assets of $94,545,022, and total debts of $93,353,654.


GATEWAY ETHANOL: Wants Plan Exclusivity Extended for 60 Days
------------------------------------------------------------
Gateway Ethanol, L.L.C., asks the U.S. Bankruptcy Court for the
District of Kansas to extend for an additional 60 days, its
exclusive periods to file a Chapter 11 Plan and to solicit
acceptances of the Plan.

This is the sixth extension of exclusive periods requested by the
Debtor.  The Debtor's 120-day exclusive period will expire on
Nov. 29, 2009.

The Debtor states that its sale of assets to its primary secured
lender, Dougherty Funding LLC, has not closed.  The Debtor adds
that it needs to resolve pending objections to the asset sale,
close the sale, and develop a Plan.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks., Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring effort.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GEMCRAFT HOMES: Can Hire Garden City Group as Claims Agent
----------------------------------------------------------
Gemcraft Homes, Inc., et al., sought and obtained the approval of
the Hon. Nancy V. Alquist of the U.S. Bankruptcy Court for the
District of Maryland to hire The Garden City Group, Inc., as
noticing, claims, and balloting agent.

GCG will, among other things:

     (a) notify all potential creditors of the filing of the
         Chapter 11 cases and of the setting of the first meeting
         of creditors;

     (b) maintain an official copy of the Schedules listing
         creditors and amounts owed;

     (c) docket claims filed and maintaining the official claims
         register on behalf of the Clerk and providing to the
         Clerk a duplicate;

     (d) record transfers of claims and providing notices of the
         transfer.

Jeffrey S. Stein, Vice President of Business Reorganization at
GCG, said that the Debtors have agreed to compensate GCG for
professional services pursuant to the retention agreement by and
between the Debtors and GCG, a copy of which is available for free
at http://bankrupt.com/misc/GEMCRAFT_agreement.pdf

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

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: Wants Kramon & Graham as Special Counsel
--------------------------------------------------------
Gemcraft Homes, Inc., et al., have sought the permission of the
U.S. Bankruptcy Court for the District of Maryland to employ
Kramon & Graham, P.A., as special counsel.

K&G will:

      (a) work with and assist Cole Schotz in representing the
          Debtors in their roles as debtors-in-possession with
          respect to business, real estate and litigation matters
          as may arise in the course of their operations in
          continuing to operate and manage their businesses;

      (b) advise the companies concerning, and working with Cole
          Schotz in negotiation and documentation, financing
          agreements, and related transactions; and

      (c) perform other legal services for and on behalf of the
          companies which may be necessary or appropriate for
          special counsel in connection with business, real
          estate and general litigation matters in connection with
          its Chapter 11 cases and the Debtors' business and
          property.

Jeffrey H. Scherr, Esq., a partner in K&G, said that the firm will
be paid based on the hourly rates of its professionals:

         Jeffrey H. Scherr (Partner)       $475
         James P. Ulwick (Partner)         $475
         Marilyn Hope Fisher (Partner)     $375
         David J. Shuster (Partner)        $345
         Brian S. Southard (Associate)     $295
         Ryan A. Mitchell (Associate)      $200
         M. Colleen Rubino (Paralegal)     $180

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

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.
Garden City Group serves as claims and noticing agent.  The
Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


GEMCRAFT HOMES: Can Enter Into Sale Contracts for Homes
-------------------------------------------------------
Gemcraft Homes, Inc., et al., have sought and obtained permission
from the Hon. Nancy V. Alquist of the U.S. Bankruptcy Court for
the District of Maryland to enter into sale contracts for homes
and close on sales of homes postpetition.

Gemcraft can also honor prepetition contracts for the sale of
homes and to apply purchaser deposits, and pay expenses incurred
at, closing.

The sale by the Debtors of all homes will be free and clear of all
liens, claims and encumbrances provided that the consent of the
lender with a lien on the property to be sold is obtained and that
the lender provides a lien release.

The Debtors are authorized to pay sales commissions or bonuses
earned upon the closing on any home in the ordinary course of
business without further Order from this Court.

If any person or entity has filed a mechanic's lien claim or has
perfected the lien under applicable non-bankruptcy state law for
goods, services or material provided, that encumbers a home that
is to be sold:

    (a) If the Debtors and lender with a lien upon a home agree
        as to the amount, validity and priority of the mechanic's
        lien claim, the claim may be paid at closing from the
        proceeds of the sale of said home and the sale of the
        home will be authorized free and clear of such mechanic's
        lien claim; and

    (b) If the Debtors or lender with a lien upon a home determine
        that the amount, validity or priority of the mechanic's
        lien claim is disputed (i) the disputed amount of the
        mechanic's lien claim shall be escrowed and the sale of
        the home will be authorized free and clear of the disputed
        mechanic's lien claim and (ii) the Debtors will within ten
        days of closing file a report of sale with the Court
        setting forth in general terms the nature of the dispute.
        In the event the Debtors, lender and holder of a disputed
        mechanic's lien claim can not consensually resolve the
        amount or validity of the claim, any party may file a
        request with the Court to resolve the dispute and any and
        all disputes will be resolved only by the Court.

A final hearing on the sale of the homes will be held on
December 14, 2009, at 10:00 a.m.

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: Gets OK to Secure $25MM DIP Financing From Regions
------------------------------------------------------------------
Gemcraft Homes, Inc., et al., sought and obtained permission from
the Hon. Nancy V. Alquist of the U.S. Bankruptcy Court for the
District of Maryland to obtain postpetition secured financing from
Regions Bank.

Regions Bank has committed to provide up to $25,000,000.

Gary H. Leibowitz, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., explained that the Debtors sought approval to enter
into the Regions DIP Credit Agreement with Regions, one of their
key prepetition lenders, to provide postpetition financing on the
terms and conditions set forth in the Regions DIP Credit
Agreement.  The Debtors need immediate access to the liquidity
provided by the Regions DIP Credit Agreement, to fund their
Chapter 11 case, pay suppliers and other parties.

The DIP facility comprised of (i) $22,000,000 revolving Builder
Line of Credit; (ii) $2,000,000 Acquisition & Development Line of
Credit; and (iii) $1,000,000 revolving overhead line of credit.
The DIP facility will incur interest at LIBOR + 300bps with a
floor of 3.50%.  The BLOC and the A&D Line will mature at the
earlier of confirmation or November 9, 1010.  The Overhead Line
has a six-month term.

Regions Bank is granted a valid, binding, continuing, enforceable,
non-avoidable and automatically and properly perfected first
priority lien on and security interest in any and all assets and
property of the Debtors and their Estates.  Gemcraft will furnish
to Regions Bank financial information, projections, budgets,
business plans, cash flows and other information as the Lender
will reasonably request from time to time.

The Court also allowed the Debtors to use cash collateral until
the expiration of Lender's commitment to lend under the Loan
Agreement and the other Loan Documents, the Cash Collateral
subject to the pre-petition liens and security interests granted
to Regions Bank.

As adequate protection for the diminution in value of their
interests in the prepetition collateral, Regions Bank is hereby
granted valid, binding, enforceable and perfected replacement
lien).  The Lender is granted an allowed superpriority
administrative expense claim.

A final hearing is set for December 14, 2009, at 10:00 a.m.

In addition to the Regions Bank DIP Facility The Debtors
anticipate having in place two additional credit facilities:

     (a) a debtor-in-possession credit facility with M&T Bank in
         the amount of $7,000,000; and

     (b) an unsecured debtor in possession credit facility with
         Gemcraft Capital, LLC, an affiliate of the Debtors, up to
         a maximum amount of $5,000,000.

The Debtors have yet to seek approval of a DIP facility from M&T
Bank and Gemcraft Capital.

Together, the three facilities, expected to provide $37,000,000 of
funding, will provide the funds necessary for the Debtors to
pursue what they believe should be a successful reorganization.

                       About Gemcraft Homes

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: U.S. Trustee Names Seven-Member Committee
---------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors for Gemcraft Homes, Inc., et al.

The members of the Committee are:

  a) 84 Lumber
     1019 Route 519
     Eighty-Four, Pennsylvania 15330-2813
     Tel: (724) 228-8820

  b) D&S Drywall, Inc.
     4415 Old Philadelphia Road
     Aberdeen, Maryland 21001
     Tel: (410) 734-7064
     Fax: (410) 734-7063

  c) L&E Bustamante Concrete Co., Inc.
     c/o Cindy R. Diamond, Esquire
     Rosen Hoover, P.A.
     100 North Charles Street, Suite 1010
     Baltimore, Maryland 21201
     Tel: (410) 539-6606
     Fax: (410) 332-0269

  d) Hall Mechanical & Associates, Inc.
     7070 Belair Avenue
     Front Royal, Virginia 22630
     Tel: (540) 635-2000
     Fax: (410) 635-6088

  e) L&L Carpet Discount Centers, Inc. d/b/a
     The L&L Company
     8500 Phoenix Drive
     Manassas, Virginia 20110
     Tel: (703) 881-7100
     Fax: (703) 365-2465

  f) Bollinger Construction, Inc.
     1 Creamery Way
     Emmitsburg, Maryland 21727
     Tel: (301) 447-6917
     Fax: (301) 447-3340

  g) REICO
     6790 Commercial Drive
     Springfield, Virginia 22151
     Tel: (703) 256-6400
     Fax: (703) 245-8313

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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 MOTORS: Escrowed Proceeds From Treasury Loans Released
--------------------------------------------------------------
To recall, General Motors Company entered into a credit agreement
with the United States Department of the Treasury on July 16,
2009.  Similarly, General Motors of Canada Limited, a wholly-owned
subsidiary of GM, entered into an amended and restated Canadian
Loan Agreement with Export Development Canada, a corporation
wholly-owned by the Government of Canada on July 10, 2009.

GM disclosed, in a regulatory filing with the Securities and
Exchange Commission on November 2, 2009, that proceeds of the
Treasury Credit Agreement of $16.4 billion were deposited in
escrow and will be distributed to GM at its request if these
conditions are met:

  (1) the representations and warranties GM made in the loan
      documents are true and correct in all material respects on
      the date of the request;

  (2) GM is not in default on the date of the request taking
      into consideration the amount of the withdrawal request;
      and

  (3) the Treasury Department approves the amount and intended
      use of the requested disbursement.

In this light, GM Vice President, Controller and Chief Accounting
Officer Nick S. Cyprus, disclosed that the Treasury Department
granted a request for the release of funds from the escrowed
proceeds of the UST Credit Agreement in October 2009.  He noted
that $1.7 billion was utilized to acquire a membership interest in
the new Delphi entity.  He added that $1.1 billion was expended in
the acquisition of Delphi Corp.'s global steering business,
certain domestic facilities and other related payments pursuant to
a Master Disposition Agreement.

Moreover, Mr. Cyprus said that C$1 billion was deposited into an
escrow account pursuant to an agreement between GM, EDC and an
escrow agent on July 7, 2009.  Pursuant to that agreement, the C$1
billion was released to GM on September 2, 2009, he disclosed.  He
further stated that GM subscribed for additional common shares in
GMCL and paid the subscription price in cash on July 10, 2009.  As
required under the Canadian Loan Agreement, C$3 billion of the
subscription price was deposited into an escrow account to fund
certain of GMCL's pension plans pending the completion of certain
preconditions.  The preconditions were met, and on September 2,
2009, the release of C$3 billion from the escrow account was
approved by the Ontario and Federal governments.  GMCL also
contributed C$1 billion to its pension plans from its unrestricted
cash on September 2, 2009, he added.

In another matter, Mr. Cyprus related that GM completed its
participation in an equity rights offering in GM Daewoo Auto &
Technology Co., a majority-owned and consolidated subsidiary, for
KRW 491 billion or $417 million on October 27, 2009.  As a result
of the participation in the equity rights offering, GM's ownership
interest in GM Daewoo increased from 50.9% to 70.1%, he noted.
Funds from GM's unrestricted cash were utilized for this
acquisition, he disclosed.  GM Daewoo plans to use the proceeds
for general corporate purposes, including funding the repayment of
maturing debt, he cited.  Moreover, GM has not finalized the
accounting treatment for the participation in GM Daewoo's equity
rights offering, he related.

       GM to Draw $2.5BB From U.S. Loans to Help Delphi

GM, according to a Wall Street Journal report dated October 29,
2009, will outline plans to draw down more money from the U.S.
Treasury loan to help Delphi.  GM's additional borrowing will
mostly be limited to Delphi's funding needs and is expected to be
north of $2.5 billion, the report said basing on the automaker's
prior announcements.

              "Bridge Loan to Nowhere," Solons Allege

In a letter addressed to U.S. President Barack Obama, 20 U.S.
House Republicans, including Minority Leader John Boehner,
criticized the Obama administration's rescue of GM as a "bridge
loan to nowhere" and demanded more data on the automaker's
finances, The Detroit Free Press published on October 28, 2009.

The letter cited comments from former auto task force chief Steven
Rattner that the $19 billion loan extended by the U.S. government
before GM filed for bankruptcy in June 2009 may be "considered
lost," the report added.

The Republicans called on the administration to release detailed
financial reports on GM comparable to public companies, as well as
the minutes of task force meetings, the report said.

                       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: Files Report on Controlling Interests
-----------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission on November 4, 2009, James Selzer, vice president and
treasurer at Motors Liquidation Company, disclosed that as of
August 31, 2009, the estate of Motors Liquidation holds a
substantial or controlling interest in 140 entities, dealerships
and historical operating entities.  A list of the 140 Entities is
available for free at:

http://bankrupt.com/misc/GM_140EntitiesControllingInterest.pdf

The Entities also submitted financial statements as of the
Reporting Period, complete schedules of which are available at no
charge at:

http://bankrupt.com/misc/GM_140EntitiesFinancialStatements.pdf

The Debtors' disclosure is in compliance with Rule 2015.3 of the
Federal Rules of Bankruptcy Procedure.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: New GM Reports Update on Long-Term Incentive Plan
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
on November 9, 2009, General Motors Company related that, in line
with the concurrence of the Special Master for TARP Executive
Compensation, it approved a 2009 Long-Term Incentive Plan.

Under the Incentive Plan, target awards are subject to adjustment
at the end of the performance period based on the achievement of
pre-established performance measures, GM Vice President,
Controller and Chief Accounting Officer Nick S. Cyprus, disclosed.

Moreover, Mr. Cyprus said that a 2009 Salary Stock Plan for Top 25
Senior Executive Officers and Highly Compensated Employees had
been previously approved pending concurrence by the Special
Master.  He noted that awards for Top 25 employees are subject to
forfeiture until occurrence of these conditions:

  * repayment of aggregate financial assistance;

  * achievement of the third anniversary of the grant date; and

  * successful Initial Public Offering of Company stock.

Upon vesting, payment will coincide with and be contingent upon
the repayment of each 25% of aggregate financial assistance, he
added.

The 2009 Salary Stock Plan also provides that a portion of each
Top 25 employee's total annual compensation will be accrued
beginning on each salary payment date and converted to restricted
stock units at each quarter-end.  RSUs will be settled ratably in
one-third increments commencing at the end of the first quarter,
2011.  Awards are not forfeitable and may be settled in cash, or
stock, if settlement occurs after IPO, Mr. Cyprus disclosed.

                       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).


GRAY TELEVISION: Bank Debt Trades at 14% Off
--------------------------------------------
Participations in a syndicated loan under which Gray
Communications is a borrower traded in the secondary market at
86.15 cents-on-the-dollar during the week ended Friday, Nov. 20,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.55 percentage points from the previous week, The Journal
relates.  The loan matures on Dec. 21, 2014.  The Company pays 150
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Caa1 rating and Standard & Poor's CCC rating.
The debt is one of the biggest gainers and losers among 178 widely
quoted syndicated loans with five or more bids in secondary
trading in the week ended Nov. 20.

Formerly known as Gray Communications System Gray Television,
Inc., Atlanta, Georgia-based Gray Television, Inc., is a
television broadcast company.  Gray currently operates 36
television stations serving 30 markets.  Each of the stations are
affiliated with either CBS (17 stations), NBC (10 stations), ABC
(8 stations) or FOX (1 station).  In addition, Gray currently
operates 38 digital second channels including 1 ABC, 4 Fox, 7 CW,
16 MyNetworkTV and 1 Universal Sports Network affiliates plus 8
local news/weather channels and 1 "independent" channel in certain
of its existing markets.

Gray Television carries 'CCC' issuer credit ratings from Standard
& Poor's and 'Caa1' corporate family rating from Moody's.


GREATER ATLANTIC: Deadline to Close MidAtlantic Merger Extended
---------------------------------------------------------------
Greater Atlantic Financial Corp., MidAtlantic Bancorp, Inc., and
GAF Merger Corp., on November 13, 2009, entered into the Third
Amendment to the Agreement and Plan of Merger to extend to
November 30, 2009, the date on which the Agreement and Plan of
Merger may be terminated if the merger is not consummated.

On June 15, 2009, Greater Atlantic Financial entered into a
definitive Agreement and Plan of Merger with MidAtlantic Bancorp,
and GAF Merger Corp., a Virginia corporation formed to facilitate
the merger.  Pursuant to the Agreement and Plan of Merger,
MidAtlantic will acquire GAFC.

Section 7.1(d) of the Agreement and Plan of Merger provided that
the Board of Directors of GAFC or MidAtlantic could terminate the
Agreement and Plan of Merger in the event the merger was not
consummated by September 30, 2009.  On September 29, 2009, GAFC,
MidAtlantic and Acquisition Sub entered into the First Amendment
to the Agreement and Plan of Merger extending to October 31, 2009
the date on which the Agreement and Plan of Merger could be
terminated if the merger was not consummated.  On October 30,
2009, GAFC, MidAtlantic and Acquisition Sub entered into the
Second Amendment to the Agreement and Plan of Merger to extend to
November 15, 2009 the date on which the Agreement and Plan of
Merger may be terminated if the merger is not consummated.

                    About Greater Atlantic

Greater Atlantic Financial Corp. is a bank holding company whose
principal activity is the ownership and management of Greater
Atlantic Bank.  The bank originates commercial, mortgage and
consumer loans and receives deposits from customers located
primarily in Virginia, Washington, D.C. and Maryland.  The bank
operates under a federal bank charter and provides full banking
services.

As of June 30, 2009, the Company had $204,596,000 in total assets
and $216,209,000 in total liabilities, resulting in $11,613,000 in
stockholders' deficit.

                       Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


GREEKTOWN HOLDINGS: Now Backing Noteholders' Plan
-------------------------------------------------
Erik Larson at Bloomberg News reports that Greektown Holdings LLC,
the bankrupt owner of a casino in downtown Detroit, agreed to
support a rival reorganization plan that would give ownership of
the company to bondholders instead of lender Merrill Lynch & Co.

The plan proposed by Manulife Financial Corp., OppenheimerFunds
Inc. and other noteholders, will be considered for approval by the
U.S. Bankruptcy Court for the Eastern District of Michigan at a
hearing scheduled for Jan. 12.

Greektown Holdings LLC was scheduled to present its Chapter 11
plan for confirmation on November 3 until a group of noteholders
surfaced with a competing plan designed to pay secured creditors
100 cents on the dollar in cash.  Greektown said that the
competing plan was a delaying tactic and not feasible.

Manulife et al., claim that their Chapter 11 plan results in a
higher valuation and provides a higher recovery to the general
unsecured classes and a combination of new common stock and the
right to participate in the rights offering to the holders of bond
claims, who would receive nothing under the Debtor Plan.

The key terms of the Noteholder Plan are:

   -- A $200 million fully committed equity offering;

   -- The issuance of up to $400 million of new secured notes in
      an offering to be led by a preeminent investment banking
      firm;

   -- Payment of the DIP Facility Claims in full in cash;

   -- Payment of the allowed secured claims of the prepetition
      lenders in cash in full on the Effective Date;

   -- A distribution of 6% (assuming full conversion of the New
      Preferred Stock on the Effective Date) of the common stock
      of reorganized Greektown to the holders of the existing
      noteholders  and the right to participate in the rights
      offering; and

   -- A significantly increased cash distribution to General
      Unsecured Creditors (other than the noteholders) than in the
      Debtors and Secured Lenders' Plan plus interests in a
      liquidation trust.

While the Noteholder group says noteholders would fare better
under the new plan, they did not provide for an estimate of the
recovery by unsecured creditors.

The Noteholders are offering $50 million in additional DIP
financing to fund the Chapter 11 case.  The new financing would be
subordinate to existing financing for the Chapter 11 effort.

A copy of the Noteholder Plan is available for free at:

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

A copy of the disclosure statement explaining the Noteholder Plan
is available for free at:

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

                      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.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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)


GRUBB & ELLIS: Annual Stockholders' Meeting on December 17
----------------------------------------------------------
The Annual Meeting of Stockholders of Grubb & Ellis Company will
be held on Thursday, December 17, 2009, at 8:30 a.m. Eastern
Standard Time, at Le Parker Meridien, 119 West 56th Street, in New
York.

At the Annual Meeting, shareholders will be asked to:

     (i) To adopt an amendment to the restated certificate of
         incorporation of Grubb & Ellis to increase the authorized
         number of common and preferred shares;

    (ii) (A) adopt an amendment to the Certificate of
         Incorporation (1) to declassify the Board of Directors
         and (2) to fix the number of directors at no less than
         three nor more than eight, as determined solely by the
         Board of Directors from time to time, and (B) elect six
         directors to such declassified Board of Directors, each
         to serve for a one-year term;

   (iii) elect three Class B directors, each to serve for a three-
         year term;

    (iv) adopt an amendment to the Certificate of Incorporation to
         increase the number of directors by two in the event that
         dividends with respect to the Company's newly issued
         preferred stock are in arrears for six or more quarters,
         whether or not consecutive, subject to certain
         conditions;

     (v) ratify the appointment of Ernst & Young LLP as the
         Company's independent registered public accounting firm
         for the year ending December 31, 2009; and

    (vi) transact other business as may properly come before the
         Annual Meeting or any postponements or adjournments.

The Board of Directors unanimously recommends that shareholders
vote FOR the proposals set forth in (i), (ii), (iii), (iv) and
(v).  In addition, in the event Proposal No. 2 is approved,
Proposal No. 3 and Proposal No. 4 will not be necessary, as they
are superseded by Proposal No. 2, and they will not be adopted,
even if they receive the requisite stockholder approvals.

A full-text copy of the Proxy Statement, which provides
information about Grubb & Ellis Company, certain amendments to its
certificate of incorporation, election of directors and other
matters to be considered at the Annual Meeting, is available at no
charge at http://ResearchArchives.com/t/s?49ee

On November 19, 2009, the Company filed Amendment No. 1 to its
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2009; June 30, 2009; and September 30, 2009.  The March 2009 and
June 2009 10-Q Amendments clarify certain disclosures with respect
to the Company's evaluation of disclosure controls and procedures.

The September 2009 Amendment (i) correct a typographical error
with respect to the date of management's date of evaluation of
disclosure controls and procedures to reflect September 30, 2009
and (ii) correct a typographical error to reflect the amount of
properties acquired on behalf of sponsored programs during the
three months ended September 30, 2008, as $209.9 million.

A full-text copy of the March 2009 Amendment is available at no
charge at http://ResearchArchives.com/t/s?49ef

A full-text copy of the June 2009 Amendment is available at no
charge at http://ResearchArchives.com/t/s?49f0

A full-text copy of the September 2009 Amendment is available at
no charge at http://ResearchArchives.com/t/s?49f1

On November 20, 2009, the Company filed Amendment No. 2 to amend
its Annual Report on Form 10-K for the year ended December 31,
2008.  The Second Amended 10-K (i) includes an opinion of PKF, an
independent registered public accounting firm with respect to
their audit of Grubb & Ellis Securities, Inc., a wholly owned
subsidiary of the Company, and (ii) clarifies certain disclosures
with respect to the Company's previously disclosed material
weaknesses in internal controls over financial reporting,
management's remediation initiatives with respect to such material
weaknesses, and changes in internal control over financial
reporting.

A full-text copy of the December 2008 10-K Amendment is available
at no charge at http://ResearchArchives.com/t/s?49f2

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

                   About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Santa
Ana, California-based Grubb & Ellis Company (NYSE: GBE) --
http://www.grubb-ellis.com/-- claims to be one of the largest and
most respected commercial real estate services and investment
companies in the world.  Its 6,000 professionals in more than 130
company- owned and affiliate offices draw from a unique platform
of real estate services, practice groups and investment products
to deliver comprehensive, integrated solutions to real estate
owners, tenants and investors.

Grubb & Ellis Company reported an upside-down balance sheet at
September 30, 2009.  The Company had total assets of $342,178,000
against total liabilities of $357,948,000 at September 30.  The
Company said stockholders' deficit attributable to Grubb & Ellis
was $16,410,000; non-controlling interests were $640,000; and
total deficit was $15,770,000 at September 30.


GRUBB & ELLIS: Mike Kojaian Reports 33.9% Equity Stake
------------------------------------------------------
Mike Kojaian, C. Michael Kojaian, Kojaian Ventures, L.L.C., and
Kojaian Ventures-MM, Inc., managing member of KV, disclose holding
22,105,922 shares, which represents roughly 33.9% of the
outstanding shares of Common Stock of Grubb & Ellis Company.

The 6,060,600 shares of Common Stock directly owned by KMC assumes
the conversion of 100,000 shares of Grubb & Ellis Company 12%
cumulative participating perpetual convertible preferred stock,
par value $0.01 per share at a rate of 60.606 shares of Common
Stock for each share of Convertible Preferred Stock.

On November 6, 2009, KMC purchased 100,000 shares of Preferred
Stock at a purchase price of $100.00 per share in the Company's
offering of the Preferred Stock to certain qualified institutional
buyers and accredited investors.  Each share of Preferred Stock is
initially convertible, at the holder's option, into the Company's
common stock, par value $.01 per share at a conversion rate of
31.322 shares of Common Stock for each share of Preferred Stock.
If the Company's Certificate of Incorporation is amended to
increase the number of authorized shares, the Preferred Stock will
be convertible, at the holder's option, into Common Stock at a
conversion rate of 60.606 shares of Common Stock for each share of
Preferred Stock.  The Company has agreed to seek shareholder
approval of such an amendment as soon as practicable.

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

                   About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Santa
Ana, California-based Grubb & Ellis Company (NYSE: GBE) --
http://www.grubb-ellis.com/-- claims to be one of the largest and
most respected commercial real estate services and investment
companies in the world.  Its 6,000 professionals in more than 130
company- owned and affiliate offices draw from a unique platform
of real estate services, practice groups and investment products
to deliver comprehensive, integrated solutions to real estate
owners, tenants and investors.

Grubb & Ellis Company reported an upside-down balance sheet at
September 30, 2009.  The Company had total assets of $342,178,000
against total liabilities of $357,948,000 at September 30.  The
Company said stockholders' deficit attributable to Grubb & Ellis
was $16,410,000; non-controlling interests were $640,000; and
total deficit was $15,770,000 at September 30.


GSI GROUP: Files for Bankruptcy to Implement Pre-Arranged Plan
--------------------------------------------------------------
GSI Group Inc. has finalized an agreement with a majority of its
noteholders on a restructuring plan that will enable the Company
to significantly reduce its outstanding debt, enhance liquidity
and position the Company for future growth.

Substantially based on the term sheet announced on June 30, 2009,
the Company will exchange its $210 million principal amount of 11%
Senior Notes for (a) a new $95 million secured loan due August
2014 and (b) common stock representing approximately 74.3% of the
Company's post-consummation equity ownership.  The Company has
entered into a plan support agreement with beneficial owners
holding more than 81% of the outstanding aggregate principal
amount of the 11% Senior Notes and representing more than 70% of
all noteholders.

Funds affiliated with Goldman Sachs Asset Management, Tennenbaum
Capital Partners, LLC and Highbridge Capital Management, LLC
together are expected to own the majority of the equity of the
reorganized company.

Following consummation of the restructuring plan, GSI will reduce
its debt to third parties by $115 million, from $210 million to
$95 million.  The restructuring will significantly reduce the
Company's interest cost, and no principal payments will be
required for four years.

To implement the pre-arranged restructuring, three of GSI's
corporate entities -- GSI Group Inc., the parent Canadian holding
company; GSI Group Corporation; and MES International, Inc., a
non-operating subsidiary of GSI Group Corporation -- have filed
voluntary petitions for Chapter 11 reorganization under the U.S.
Bankruptcy Code in U.S. Bankruptcy Court in Wilmington, Delaware.
No other subsidiaries and no subsidiaries outside of North America
are included in the filing.  Going forward, GSI's operating
subsidiaries will continue to pay all vendors, suppliers,
employees and other obligations in the ordinary course of business
unaffected by the filings.

"We are very pleased to have finalized a plan that will allow us
to substantially reduce our debt and put GSI in a stronger,
financially healthier position for the future," said Sergio
Edelstein, Chief Executive Officer of GSI.  "While GSI's debt has
to be restructured as a result of the protracted economic
downturn, the Company remains operationally strong with adequate
cash on hand to meet its operational needs."

"We are confident that going into this reorganization process with
a pre-agreed upon plan with our noteholders and adequate liquidity
will enable us to implement our restructuring in an efficient and
timely manner.  With an appropriately sized capital structure to
support our leading market positions, strong customer
relationships, and industry-leading products, we believe we will
be well-positioned to take advantage of business opportunities as
our markets rebound."

Rick Black, Chairman of the GSI Board of Directors, added, "After
extensive negotiations with our bondholders and considerable
efforts to identify available alternatives, the Board concluded
that implementation of this pre-arranged debt-for-equity
restructuring based on the current economic environment and the
current circumstances facing the Company is the best alternative
available to maximize the interests of all stakeholders. Following
the restructuring, we believe the Company will have the capital
structure it needs to grow and generate value for our
shareholders."

The Company fully expects to continue to operate in the normal
course of business during the restructuring process.  The Company
plans to continue to fulfill all customer orders as usual and
provide uninterrupted customer service during the restructuring
process.

The proposed Plan of Reorganization provides for all vendors and
suppliers to be paid in full.  GSI will continue to pay vendors
and suppliers under normal terms in the ordinary course of
business for all goods and services provided to the Company after
the filing date of November 20, 2009.  As of October 31, 2009, the
Company had cash and cash equivalents of approximately $57 million
as well as approximately $14 million of auction rate securities at
fair market value, a portion of which were subsequently sold for
$3 million in net cash proceeds.

Under terms of the restructuring agreement, which is subject to
court approval, the interest rate on the new term loan will be
12.25% and, at the Company's option, subject to the Company's
compliance with a fixed charge coverage ratio defined in the
indenture for the notes, will be payable in kind at a compounded
rate of 13%.

As part of the restructuring plan, an affiliated creditor of the
Company would receive approximately 7.1% of the Company's post-
consummation outstanding shares and certain other consideration.
Existing shareholders would receive 18.6% of the post-consummation
outstanding shares and receive warrants to purchase 10% of 110% of
the post-consummation outstanding shares of the Company at an
imputed price of $1.10 per share and 10% of 110% of the post-
consummation outstanding shares of the Company at an imputed price
of $2.00 per share.

The Company also reported that it is continuing to work to
complete its financial restatements and does not currently expect
the Chapter 11 filing to unduly delay the financial restatement
process.

GSI's outside legal counsel is Wilson Sonsini Goodrich & Rosati,
Professional Corporation, its legal advisor in the restructuring
is Brown Rudnick LLP and its financial and restructuring advisor
is CRG Partners. More information about GSI is available on the
company's website at www.gsig.com. For additional information,
please contact GSI Group Inc., Investor Relations, at (781) 266-
5137 or InvestorRelations@gsig.com.

                          About GSI Group

Bedford, Massachusetts-based GSI Group Inc. (GSIG.PK) supplies
precision technology to the global medical, electronics, and
industrial markets and semiconductor systems.  GSI Group Inc.'s
common shares are quoted on Pink Sheets OTC Markets Inc.

The case is MES International, Inc. (Bankr. D. Del. Case No. 09-
14109).  William R. Baldiga, Esq., at Brown Rudnick LLP in Boston;
and Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware,
serve as bankruptcy counsel. Garden City Group serves as claims
and notice agent.


GSI GROUP: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: GSI Group Inc.
        125 Middlesex Turnpike
        Bedford, MA 01730

Bankruptcy Case No.: 09-14110

Debtor-affiliate filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
MES International, Inc.                    09-14109
GSI Group Corporation                      09-14111

Chapter 11 Petition Date: November 20, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

About the Business: GSI Group and its affiliates design, develop,
                    manufacture and sell photonics-based solutions
                    (consisting of lasers, laser systems and
                    electro-optical components), precision motion
                    devices, associated precision motion control
                    technology and systems.  The lead case is MES
                    International, Inc. (Bankr. D. Del. Case No.
                    09-14109).

Debtors'
Bankruptcy
Counsel:          William R. Baldiga
                  Brown Rudnick LLP
                  One Financial Center
                  Boston, MA 02111
                  Telephone: (617) 856-8200
                  Facsimile: (617) 856-820

Debtors'
Local Counsel:    Mark Minuti, Esq.
                  Saul Ewing LLP
                  222 Delaware Ave, Suite 1200
                  P.O. Box 1266
                  Wilmington, DE 19899
                  Tel: (302) 421-6840
                  Fax: (302) 421-5873
                  Email: mminuti@saul.com

Debtors'
Claims and
Notice agent:     Garden City Group Inc.

Total Assets as of November 6, 2009: $555,000,000

Total Debts as of November 6, 2009: $370,000,000

Debtors' List of 30 Largest Unsecured Creditors:

            http://bankrupt.com/misc/deb09-14110.pdf

Debtors' List of 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
The Bank of New York        Indenture Trustee      $210,000,000
Mellon Trust Company, N.A.
222 Berkeley Street,
2nd Floor
Boston, MA 02116
Attn: Vaneta I. Bernard, VP

Liberty Harbor Master      Noteholder             $70,000,000
Fund I, L.P.
1 New York Plaza
New York, NY 10004

Tinicum Capital Partners   Noteholder             $50,000,000
II, L.P.
One Maritime Plaza,
Suite 1650
San Francisco, CA 94111

Highbridge International   Noteholder             $47,500,000
LLC
9 West 57 Street,
27th Floor
New York, NY 10019

Tennenbaum Opportunities   Noteholder             $20,473,000
Partners V, LP
2951 28th Street,
Suite 1000
Santa Monica, CA 90405

Special Value              Noteholder             $13,347,000
Opportunities Fund, LLC
c/o Tennenbaum Capital
Partners, LLC
2951 28th Street,
Suite 1000
Santa Monica, CA 90405

Special Value              Noteholder             $7,778,000
Continuation Partners, L.P.
c/o Tennenbaum Capital
Partners, LLC
2951 28th Street,
Suite 1000
Santa Monica, CA 90405

Special Value              Noteholder             $5,632,000
Expansion Fund, LLC
c/o Tennenbaum Capital
Partners, LLC
2951 28th Street,
Suite 1000
Santa Monica, CA 90405

Hale Capital Partners, LP  Noteholder             $5,000,000
570 Lexington Avenue
49th Floor
New York, NY 10022

Softchoice Corporation     Trade Debt             $151,303

EPIQ EDiscovery Solutions  Professional Services  $111,484

Revolution Partners        Professional Services  $100,558
Heritage on the Garden

Shanghai GES Information   Trade Debt             $54,299
Technology Co., Ltd

Lorom Industrial Co. Ltd.  Trade Debt             $41,662

Pyrophotonics Lasers Inc.  Trade Debt             $41,000

NStar                      Utility                $36,527

Timken Super Precision     Trade Debt             $29,383

GES US (New England) Inc.  Trade Debt             $28,191

ABA-PGT/Plastics Gearing   Trade Debt             $28,047
Tech

Nippon Pulse America Inc.  Trade Debt             $25,790

JDS Uniphase               Trade Debt             $20,815

Proto-Pac Engineering      Trade Debt             $20,697
Co., Inc.

SMT Mechatronics SDN BHD   Trade Debt             $20,196

125 Middlesex Turnpike LLC Landlord               $20,146

Metro Circuits             Trade Debt             $19,224

Wyatt International        Trade Debt             $17,432
Limited

Wiltold Trzeciakowski,     Litigation Party       Unknown
Individually and on behalf
of all others similaryly
situated
David Pastor
Gilman and Pastor, LLP
63 Atlantic Avenue,
3rd Floor
Boston, MA 02110

Aeroflex Colorado          Subcontractor          Unknown
Springs, Inc.
4350 Centennial Boulevard
Colorado Springs, CO 80907

Silver Oak Capital, LLC    Noteholder             Unknown
c/o The Bank of New York
Mellon Trust Company, NA
222 Berkeley Street,
2nd Floor
Boston, MA 02116

UBS O'Connor LLC           Noteholder             Unknown
c/o The Bank of New York
Mellon Trust Company, NA
222 Berkeley Street,
2nd Floor
Boston, MA 02116

List of Holders of Stock in Excess of 5% as of November 6, 2009:

  Entity                                   Stake
  ------                                   -----
Stephen W. Bershad                        10.94%
T. Rowe Price Associates, Inc.             5.8%
Franklin Resources, Inc.                   7.8%
Royce & Associates                         9.46%
Mackenzie Financial Corporation            6.3%
Howson Tattersall Investment               7.7%
Counsel Limited

The petition was signed by Sergio Edelstein, the company's
president and chief executive officer.


HAJ JAVAD LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Haj Javad LLC
        Po Box 186
        BozemAN, MT 59715

Bankruptcy Case No.: 09-62324

Chapter 11 Petition Date: November 18, 2009

Court: United States Bankruptcy Court
       District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: 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: $1,000,001 to $10,000,000

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

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

The petition was signed by Jalal Neishabouri, officer of the
Company.


HARD ROCK CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Hard Rock Construction, Inc.
        4190 N. Star Rd.
        Meridian, ID 83646

Bankruptcy Case No.: 09-03644

Chapter 11 Petition Date: November 19, 2009

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Boise)

Judge: Chief Judge Terry L. Myers

Debtor's Counsel: Joseph M. Meier, Esq.
                  COSHO HUMPHREY, LLP
                  P.O. Box 9518
                  800 Park Blvd, Ste 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290
                  Email: jmeier@cosholaw.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 $1,235,870
and total debts of $5,780,611.

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/idb09-03644.pdf

The petition was signed by David Callister, president of the
Company.


HAWAIIAN TELCOM: Court's Confirmation Order on Amended Plan
-----------------------------------------------------------
Hawaiian Telcom Communications, Inc. and its affiliates related
in press release that Judge Lloyd King of the United States
Bankruptcy Court for the District of Hawaii has confirmed their
Amended Joint Chapter 11 Plan of Reorganization on November 13,
2009.

The confirmed Plan will reduce its debt from $1.15 billion to
$300 million, allowing for greater financial flexibility so that
it can execute its business plan and better compete in the
marketplace.

As per minutes of the Confirmation hearing, Judge King directed
Hawaiian Telcom's counsel to submit findings of fact and
conclusions of law and a proposed order in accordance with his
ruling.  An agreement between Hawaiian Telcom and the indenture
trustee will be incorporated into the confirmation order.

"We are extremely pleased with the Court's decision and look
forward to working through the regulatory process so our
confirmed plan can become effective, and the Company can emerge
from bankruptcy a stronger and more financially secure company
better able to compete in the ever-changing communications
industry," said Eric K. Yeaman, Hawaiian Telcom's president and
chief executive officer in a public statement.

In approving the Amended Plan, Judge King related that he is
satisfied that the Plan is fair and equitable, Honolulu
Advertiser disclosed on November 14, 2009.  "It is essential to
move things on in [Hawaiian Telcom's] Chapter 11 cases," Judge
King said, according to the Honolulu Advertiser.

The confirmation hearings were conducted from November 9 thru 13,
2009.

During the hearings, Judge King expressed concern about the costs
of HawTel's bankruptcy cases, Honolulu Advertiser related.  The
news source noted that as of September 2009, the Company has
expended more than $22 million in reorganization costs, including
fees for bankruptcy professionals retained.

Judge King held the further hearings to rule on a valuation
dispute between Hawaiian Telcom and its bondholders, Honolulu
Advertiser disclosed.  As previously reported, the Official
Committee of Unsecured Creditors alleged that Hawaiian Telcom
undervalued its assets to provide a de minimis recovery to
unsecured creditors.  Judge King, however, said nothing comes
close to the valuations suggested, Honolulu Advertiser noted.

                         Plan Supplement

Before the Court confirmed the Plan, the Debtors filed with the
Court on November 9, 2009, an exhibit containing a draft of a
senior secured loan agreement to be entered among Reorganized
Hawaiian Telcom Holdco, Inc., and Reorganized Hawaiian Telcom, as
borrowers, and certain lenders pursuant to the Amended Plan.

The Senior Secured Loan Agreement contemplates that on the
effective date of the Amended Plan, all of the outstanding
principal amounts under (x) an Amended and Restated Credit
Agreement executed June 1, 2007 among Hawaiian Telcom and
Hawaiian Telcom Holdco, Inc., as borrowers, and Lehman Commercial
Paper, Inc., as administrative and collateral agent for certain
lenders, and (y) all outstanding obligations under certain swap
and hedging contracts among Hawaiian Telcom, Hawaiian Telcom
Holdco and certain subsidiaries and the lender parties under the
Credit Agreement will be converted as set forth under the Amended
Plan into:

  (i) new senior secured term loans in an aggregate principal
      amount of $300,000,000; and

(ii) shares of common stock of Reorganized Hawaiian Telcom
      Holdco, $0.01 par value per share, each to be issued to
      the Lenders on the Effective Date of the Amended Plan.

The draft of the Senior Secured Loan Agreement is available for
free at http://bankrupt.com/misc/HawTel_SecuredLoanAgr.pdf

                      Debtors Further Respond
                    to Amended Plan Objections

Prior to confirmation of the Amended Plan, the Debtors' counsel,
Theodore D.C. Young, Esq., at Cades Schutte LLP, in Honolulu,
Hawaii, asserted that the Committee of Unsecured Creditors
confused two concepts in its objection -- "enterprise" value and
"going concern" value.  What the Committee refused to recognize
is that based on the aggregate value of the encumbered assets,
including goodwill and intellectual property, the Prepetition
Lenders have a lien on more than 93.1% of the total enterprise
value, he argued.  The remaining value is properly allocated
between administrative expenses and unsecured creditors, he
added.

Mr. Young further pointed out that Arnold Tesh, the Committee's
expert on easement valuation did an "about face" and relied on a
development approach -- an entirely new theory on easement
valuation not previously disclosed in his expert reports.  One
significant problem with using the development approach to value
easements is that they do not generate income, Mr. Young
asserted.

Mr. Young argued that valuation disputes do not equate to bad
faith, contrary to what the Committee and Senior Noteholders
allege.  He contended that the Committee ignored the fact (1)
that after extensive analysis, the Debtors determined their
unencumbered easements have no market value because there is no
market for public utility easements, and (2) that even under the
Committee's valuation, the Prepetition Lenders hold the largest
economic stake in the Reorganized Debtors and that the Debtors
first negotiated the structure of the Amended Plan with the
Prepetition Lenders, which included arm's-length negotiations
regarding, among others, a market-based Equity Incentive Plan.
"Essentially, the Committee's bad faith argument boils down to
one fact -- the Senior Noteholders do not like the Plan," Mr.
Young maintained.

Moreover, Mr. Young insisted that the Committee has known for
quite some time that the Debtors modified the warrants so that
they may be exercised in a cashless manner.  Immediately upon
emergence, the exercise price of the warrants will be less than
the anticipated market value of the Reorganized Debtors' common
stock and thus, the warrants have immediate and substantial
value, he explained.  In light of the relatively large claims of
the Senior Noteholders, the Debtors determined that they could
distribute warrants with significant value to the Senior
Noteholders.  Given the Reorganized Debtors' liquidity needs
post-emergence, it is not feasible and would be damaging to the
Debtors to provide cash distributions to the Senior Noteholders
in the amount that they seek, Mr. Young stressed.

Mr. Young further insisted that the Committee's assertions
against the Equity Incentive Plan are nothing more than a
disgruntled creditor group's attempt to penalize a management
team that has worked diligently to maximize value of the Debtors
for the benefit of the Debtors' customers, employees, creditors
and the State of Hawaii.

A chart summarizing the objections to the Amended Plan and the
Debtors' corresponding response is available for free at:

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

Pursuant to minutes of hearing held on November 13, 2009, Keith
Yoshino's declaration in support of the Amended Plan is deemed
withdrawn.  Mr. Yoshino is director of regulatory accounting,
reporting and cost analysis.

                 Prepetition Lenders Show Support
                       to the Amended Plan

The Prepetition Lenders agree with the Debtors that the Amended
Plan is fair and equitable and does not unfairly discriminate.

Representing the Prepetition Lenders, James N. Duca, Esq., at
Lyons Brandt Cook & Hiramatsu, in Honolulu, Hawaii, noted that
the Debtors and the Prepetition Lenders agreed to modify the
Amended Plan to provide holders of the Warrants a "cashless
exercise" option.  Evidence, he argued, simply does not support
the Committee's assertions that the Warrants are an inferior form
of recovery that constitutes a barrier to confirmation of the
Amended Plan or that they could not have proposed in good faith.

The Prepetition Lenders further insisted that they are entitled
to the payments to protect their security interests against the
diminution in the value of the collateral.  They further argued
that the Prepetition Lenders have a perfected security interest
in the Hawaii Deposit Accounts.

The Prepetition Lenders withdrew the declarations filed by
Jeffrey N. M. Higashi and Merleen Lee in support of their
Memorandum of Law for the Debtors' Amended Plan.

             Sandwich Isles Opposes Contract Rejection
                        under Amended Plan

In response to the Amended Plan, Sandwich Isles Communications,
Inc. joined in Pacific Lightnet, Inc.'s objection to the Debtors'
rejection of telecommunications interconnection agreements.
Sandwich Isles insisted that its interconnection agreement with
the Debtors is not an executory contract, but is an agreement
approved by the HPUC as part of a comprehensive regulatory scheme
that governs the Debtors' ability to operate.

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Has Nod to Use Cash Through December 31
--------------------------------------------------------
Judge King permitted Hawaiian Telcom Communications Inc.'s
continued use of the cash collateral of their Prepetition Lenders,
on a consensual basis, through and including December 31, 2009.

The Court's current ruling is the Fifth Cash Collateral Extension
Order, whereby the Debtors will pay to the Prepetition Agent, on
an ongoing basis:

  (a) the current cash payment of interest at the non-default
      rates at the times provided for in the Prepetition Credit
      Agreement; provided, however that during the period from
      March 1, 2009, up to January 15, 2010, those obligations
      will be satisfied by:

      -- the payment of cash interest calculated at the non-
         default rates with respect to $300 million of the
         outstanding Senior Secured Debt; and

      -- the deemed payment of interest with respect to the
         balance of the Senior Secured Debt, with the amount
         being included in the amount of Senior Secured Debt.

  (b) cash payments equal to all accrued and unpaid non-
      default rate interest, fees and expenses then owing
      with respect to the Prepetition Obligations or provided
      for in the Prepetition Financing Documents; and

  (c) from time to time after the Petition Date, the current
      cash payment of documented fees and expenses as and
      when due and payable under the Prepetition Financing
      Documents, including fees and expenses of legal counsel
      and other professionals retained by the Prepetition
      Lenders.

A full-text copy of the Fifth Cash Collateral Order dated
November 10, 2009, is available for free at:

     http://bankrupt.com/misc/HawTel_5thCashCollOrd.pdf

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWKER BEECHCRAFT: Bank Debt Trades at 27% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft,
Inc., is a borrower traded in the secondary market at 73.17 cents-
on-the-dollar during the week ended Friday, Nov. 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 3.30
percentage points from the previous week, The Journal relates.
The loan matures on March 26, 2014.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 178 widely
quoted syndicated loans with five or more bids in secondary
trading in the week ended Nov. 20.

Hawker Beechcraft, Inc., headquartered in Wichita, Kansas, is a
leading manufacturer of business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft carries a long-term corporate credit rating of
'CCC+' from Standard & Poor's Ratings Services, and a 'Caa2'
corporate family rating from Moody's Investors Service.


HCA INC: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 93.00 cents-on-the-
dollar during the week ended Friday, Nov. 20, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.63 percentage
points from the previous week, The Journal relates.  The loan
matures on Nov. 6, 2013.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba3 rating and Standard & Poor's BB rating.  The debt is one of
the biggest gainers and losers among 178 widely quoted syndicated
loans with five or more bids in secondary trading in the week
ended Nov. 20.

Headquartered in Nashville, Tennessee, HCA, Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

HCA, Inc. carries a 'B2' long term corporate family rating from
Moody's, a 'B' long term issuer default rating from Fitch, and
'B+' issuer credit ratings from Standard & Poor's.


HEARTLAND RESOURCES: Receiver Tapped In $14M Securities Case
------------------------------------------------------------
Law360 reports that a federal judge has appointed a receiver to
handle the remaining assets of Heartland Resources Inc. following
a magistrate's finding that, without a receiver, plaintiffs
alleging a $14 million fraud would suffer irreparable injury.
According to the report, Judge Joseph H. McKinley Jr.'s order,
issued in the U.S. District Court for the Western District of
Kentucky, accepted other findings of fact issued Oct. 22 by the
magistrate judge.

Heartland Resources in a not-for-profit organization that provides
services for seniors citizens in northeast Missouri.  Heartland
Resources filed for bankruptcy on May 20, 2009.


HERBST GAMING: Reports $385,000 Net Income in Q3 2009
-----------------------------------------------------
Herbst Gaming, Inc., and subsidiaries reported net income of
$385,000 on total revenues of $186.4 million for the three months
ended September 30, 2009, compared with a net loss of
$22.4 million on total revenues of $213.4 million for the
equivalent period in 2008.

Income from operations was $3.3 million for the three months ended
September 30, 2009, a decrease of $2.6 million from $5.9 million
for the three months ended September 30, 2008.

Other expense was $2.9 million for the three months ended
September 30, 2009, a decrease of $25.4 million from $28.3 million
for the three months ended September 30, 2008.  This was primarily
associated with adequate protection payments made in the Chapter
11 cases and the reorganization items incurred in connection with
the Chapter 11 cases.

Interest costs decreased from $28.5 million during the three
months ended September 30, 2008, to zero during the three months
ended September 30, 2009.

                       Nine Months Results

Net loss for the nine months ended September 30, 2009, was
$27.9 million.  This compares to a net loss of $101.3 million
recorded for the nine months ended September 30, 2008.

Income from operations was $7.7 million for the nine months ended
September 30, 2009, an increase of $24.4 million from a loss of
$16.7 million for the nine months ended September 30, 2008.  The
loss for the nine months ended September 30, 2008, includes
$30.7 million in impairment charges to goodwill associated with
the Primm Properties and a $3.6 million impairment charge to the
gaming license at the Lakeside Iowa property.

Other expense was $35.7 million for the nine months ended
September 30, 2009, a decrease of $48.8 million from the nine
months ended September 30, 2008, when other expense was
$84.5 million.

Interest costs decreased from $85.3 million during the first nine
months of 2008 to $29.5 million during the first nine months of
2009.

As reported in the Troubled Company Reporter on November 4, 2009,
the Company won court confirmation of a reorganization plan
that will hand the company to its lenders, leaving nothing for
noteholders owed $363 million.  Steven Church at Bloomberg
reported that U.S. Bankruptcy Judge Gregg W. Zive approved the
plan, overruling objections from the noteholders and other low-
ranking creditors, who claimed the three Herbst brothers drove
their company into bankruptcy by doubling its debt to
$1.15 billion through a pair of acquisitions in 2007.

As part of the reorganization plan, the Company agreed not to file
lawsuits related to the 2007 expansion, a decision opposed by the
Official Committee of Unsecured Creditors.

As reported by the Troubled Company Reporter on August 11, 2009,
the Debtors have determined that the enterprise value of their
Assets, consisting of the Casino Business and Slot Route Business
ranges from $500,000,000 to $600,000,000.

The holders of senior credit facility claims owed $847,363,000 in
principal plus accrued interest of $29,103,000, will receive 100%
of the stock.  Holders of Senior Credit Facility Claims will
receive indirectly through the ownership of Herbst Gaming LLC 100%
ownership of the Reorganized Debtors and $350,000,000 of
restructured debt.

Holders of 7% Senior Subordinated Notes Due November 15, 2014, and
8.125% Senior Subordinated Notes Due June 1, 2012, are
contractually subordinated to the Senior Credit Facility Claims,
won't receive anything under the Plan, in light of the enterprise
value of the assets.

Holders of allowed general unsecured claims will be paid in full.
The Debtors intend to assume and honor all Slot Route Contracts.

Equity Interests in Herbst Gaming will be canceled and equity
holders will not receive anything under the Plan.

A full-text copy of the second amended disclosure statement is
available for free at http://ResearchArchives.com/t/s?41e7

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $914.3 million in total assets and $1.27 billion in total
liabilities, resulting in a $356.1 million stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?49f8

                       About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidaries focuses on two business lines,
slot route operations and casino operations.

The Company's route operations involves the exclusive installation
and, as of September 30, 2009, operation of approximately 6,300
slot machines in non-casino locations, such as grocery stores,
drug stores, convenience stores, bars and restaurants.

The casino operations consist of 16 casinos located in Nevada,
Iowa and Missouri.  As of the petition date, the Nevada
casinos had an aggregate of roughly 5,082 hotel rooms, 329
recreational vehicle spaces/hookups, 6,800 slot machines and 138
table games.  As of the petition date, the non-Nevada casinos had
an aggregate of roughly 2,300 slot machines and 47 table games.
The Iowa casino also offers roughly 60 all-suite hotel rooms and
65 RV spaces with utility hookups.

The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


GSI GROUP: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: GSI Group Inc.
        125 Middlesex Turnpike
        Bedford, MA 01730

Bankruptcy Case No.: 09-14110

Debtor-affiliate filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
MES International, Inc.                    09-14109
GSI Group Corporation                      09-14111

Chapter 11 Petition Date: November 20, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

About the Business: GSI Group and its affiliates design, develop,
                    manufacture and sell photonics-based solutions
                    (consisting of lasers, laser systems and
                    electro-optical components), precision motion
                    devices, associated precision motion control
                    technology and systems.  The lead case is MES
                    International, Inc. (Bankr. D. Del. Case No.
                    09-14109).

Debtors'
Bankruptcy
Counsel:          William R. Baldiga
                  Brown Rudnick LLP
                  One Financial Center
                  Boston, MA 02111
                  Telephone: (617) 856-8200
                  Facsimile: (617) 856-820

Debtors'
Local Counsel:    Mark Minuti, Esq.
                  Saul Ewing LLP
                  222 Delaware Ave, Suite 1200
                  P.O. Box 1266
                  Wilmington, DE 19899
                  Tel: (302) 421-6840
                  Fax: (302) 421-5873
                  Email: mminuti@saul.com

Debtors'
Claims and
Notice agent:     Garden City Group Inc.

Total Assets as of November 6, 2009: $555,000,000

Total Debts as of November 6, 2009: $370,000,000

Debtors' List of 30 Largest Unsecured Creditors:

            http://bankrupt.com/misc/deb09-14110.pdf

Debtors' List of 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
The Bank of New York        Indenture Trustee      $210,000,000
Mellon Trust Company, N.A.
222 Berkeley Street,
2nd Floor
Boston, MA 02116
Attn: Vaneta I. Bernard, VP

Liberty Harbor Master      Noteholder             $70,000,000
Fund I, L.P.
1 New York Plaza
New York, NY 10004

Tinicum Capital Partners   Noteholder             $50,000,000
II, L.P.
One Maritime Plaza,
Suite 1650
San Francisco, CA 94111

Highbridge International   Noteholder             $47,500,000
LLC
9 West 57 Street,
27th Floor
New York, NY 10019

Tennenbaum Opportunities   Noteholder             $20,473,000
Partners V, LP
2951 28th Street,
Suite 1000
Santa Monica, CA 90405

Special Value              Noteholder             $13,347,000
Opportunities Fund, LLC
c/o Tennenbaum Capital
Partners, LLC
2951 28th Street,
Suite 1000
Santa Monica, CA 90405

Special Value              Noteholder             $7,778,000
Continuation Partners, L.P.
c/o Tennenbaum Capital
Partners, LLC
2951 28th Street,
Suite 1000
Santa Monica, CA 90405

Special Value              Noteholder             $5,632,000
Expansion Fund, LLC
c/o Tennenbaum Capital
Partners, LLC
2951 28th Street,
Suite 1000
Santa Monica, CA 90405

Hale Capital Partners, LP  Noteholder             $5,000,000
570 Lexington Avenue
49th Floor
New York, NY 10022

Softchoice Corporation     Trade Debt             $151,303

EPIQ EDiscovery Solutions  Professional Services  $111,484

Revolution Partners        Professional Services  $100,558
Heritage on the Garden

Shanghai GES Information   Trade Debt             $54,299
Technology Co., Ltd

Lorom Industrial Co. Ltd.  Trade Debt             $41,662

Pyrophotonics Lasers Inc.  Trade Debt             $41,000

NStar                      Utility                $36,527

Timken Super Precision     Trade Debt             $29,383

GES US (New England) Inc.  Trade Debt             $28,191

ABA-PGT/Plastics Gearing   Trade Debt             $28,047
Tech

Nippon Pulse America Inc.  Trade Debt             $25,790

JDS Uniphase               Trade Debt             $20,815

Proto-Pac Engineering      Trade Debt             $20,697
Co., Inc.

SMT Mechatronics SDN BHD   Trade Debt             $20,196

125 Middlesex Turnpike LLC Landlord               $20,146

Metro Circuits             Trade Debt             $19,224

Wyatt International        Trade Debt             $17,432
Limited

Wiltold Trzeciakowski,     Litigation Party       Unknown
Individually and on behalf
of all others similaryly
situated
David Pastor
Gilman and Pastor, LLP
63 Atlantic Avenue,
3rd Floor
Boston, MA 02110

Aeroflex Colorado          Subcontractor          Unknown
Springs, Inc.
4350 Centennial Boulevard
Colorado Springs, CO 80907

Silver Oak Capital, LLC    Noteholder             Unknown
c/o The Bank of New York
Mellon Trust Company, NA
222 Berkeley Street,
2nd Floor
Boston, MA 02116

UBS O'Connor LLC           Noteholder             Unknown
c/o The Bank of New York
Mellon Trust Company, NA
222 Berkeley Street,
2nd Floor
Boston, MA 02116

List of Holders of Stock in Excess of 5% as of November 6, 2009:

  Entity                                   Stake
  ------                                   -----
Stephen W. Bershad                        10.94%
T. Rowe Price Associates, Inc.             5.8%
Franklin Resources, Inc.                   7.8%
Royce & Associates                         9.46%
Mackenzie Financial Corporation            6.3%
Howson Tattersall Investment               7.7%
Counsel Limited

The petition was signed by Sergio Edelstein, the company's
president and chief executive officer.


HAJ JAVAD LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Haj Javad LLC
        Po Box 186
        BozemAN, MT 59715

Bankruptcy Case No.: 09-62324

Chapter 11 Petition Date: November 18, 2009

Court: United States Bankruptcy Court
       District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: 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: $1,000,001 to $10,000,000

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

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

The petition was signed by Jalal Neishabouri, officer of the
Company.


HARD ROCK CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Hard Rock Construction, Inc.
        4190 N. Star Rd.
        Meridian, ID 83646

Bankruptcy Case No.: 09-03644

Chapter 11 Petition Date: November 19, 2009

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Boise)

Judge: Chief Judge Terry L. Myers

Debtor's Counsel: Joseph M. Meier, Esq.
                  COSHO HUMPHREY, LLP
                  P.O. Box 9518
                  800 Park Blvd, Ste 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290
                  Email: jmeier@cosholaw.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 $1,235,870
and total debts of $5,780,611.

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/idb09-03644.pdf

The petition was signed by David Callister, president of the
Company.


IDEARC: Reaches Deal for Reorganization Plan with Creditor Groups
-----------------------------------------------------------------
Idearc Inc. and its major creditor groups filed a joint motion in
the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, seeking the Court's approval of an agreement
resolving all pending litigation among the parties and all
objections by such parties to confirmation of its plan of
reorganization.  Idearc is on schedule to emerge from its Chapter
11 reorganization at or near year- end.  A confirmation hearing
for the Bankruptcy Court to consider approval of the settlement
agreement and confirmation of the plan of reorganization has been
scheduled for December 9 to 11, 2009.

"We are very pleased to have reached agreement with the committee
representing its unsecured creditors, the Agent Bank and Steering
Committee representing secured lenders and our largest bondholder,
MatlinPatterson, regarding all major objections to our Plan," said
Scott W. Klein, chief executive officer of Idearc Inc. "This is an
important milestone in our overall path to emergence."

At a hearing in Dallas, the Court approved Idearc's Standby
Purchase Agreement with Paulson & Co. Inc., pursuant to which
creditors who will be receiving new common stock of reorganized
Idearc upon its emergence from bankruptcy may elect, in their sole
discretion, to receive cash in lieu of all or a portion of such
stock.  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 proposed standby purchase
agreement, the amount of new common stock that Paulson can acquire
is limited so that Paulson will not beneficially own more than 45
percent of the outstanding new Idearc common stock as of the
effective date of the reorganization.

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 $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 or, if they choose, cash from the
Paulson agreement.

The proposed Plan 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.

                            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.


IMAX CORP: S&P Raises Corporate Credit Rating to 'B-' From 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Mississauga, Ontario-based IMAX Corp. S&P raised its corporate
credit rating on the company to 'B-' from 'CCC+'.  The rating
outlook is stable.

"The rating upgrade reflects IMAX's plan to repay its senior notes
due December 2010 next month and the benefits in beginning to
reduce financial risk," stated Standard & Poor's credit analyst
Tulip Lim.  "It also reflects the company recently entering into a
new $75 million credit facility, which replaced the $40 million
revolving credit facility due October 2010 with a $40 million
revolving credit facility due October 2013, giving IMAX access to
a longer-term liquidity resource.  The new facility also included
a $35 million term loan."

The 'B-' rating reflects the modest size of the company's niche
market, weak discretionary cash flow, and modest liquidity.  It
also reflects S&P's concern that while revenue-sharing
arrangements for sales of IMAX's large-screen film exhibition
systems may be necessary for the company's long-term
sustainability, these arrangements require IMAX to invest
significant amounts of its modest liquid resources upfront.  These
concerns overshadow the company's position as a prominent
specialized provider of giant screen theater projection, camera,
and sound systems, its expansion of recurring revenue under
revenue-sharing arrangements, and a measure of near-term revenue
visibility provided by the company's pending system installations.

Lease- and pension-adjusted leverage was roughly 4.6x at Sept. 30,
2009 -- an improvement from roughly 20x in the last 12 months
ended March 31, 2009, due to an increase in EBITDA and some debt
repayment.  Pro forma for expected debt repayment by the end of
the year and funding of the new credit facility, S&P estimate
leverage at Sept. 30, 2009, was roughly 2x.  Unadjusted coverage
of interest jumped from fractional coverage to roughly 2x for the
12 months ended Sept. 30.  S&P expects that the company will save
approximately $15 million in annual interest expense (in
comparison to 2008 levels) as a result of the retirement of its
senior notes.

The company's discretionary cash flow was negative for the 12
months ended Sept. 30, 2009, and has been negative since 2005.
Negative discretionary cash flow has been partially the result of
upfront investments IMAX has incurred to install many systems
under revenue-sharing arrangements.  Discretionary cash will
likely be negative for the full year 2009 because of the ongoing
capital involved in revenue-sharing opportunities.  IMAX must also
generate non-revenue-sharing new contracts (S&P's traditional,
currently more cash-generative deal structure) and install them on
a timely basis to prevent an accelerated consumption of cash.


INFOLOGIX INC: Closes Restructuring of Hercules Debt
----------------------------------------------------
InfoLogix, Inc., and its subsidiaries have completed a
restructuring transaction with its senior lender, Hercules
Technology Growth Capital, Inc., pursuant to which a portion of
the Company's outstanding debt with Hercules Technology I, LLC, a
wholly owned subsidiary of Hercules, was converted into equity in
the Company, the remaining outstanding debt with Hercules was
otherwise restructured, the Company issued warrants to purchase
equity in the Company to HTI, and certain other debt and earnout
obligations with other parties were restructured.

The restructuring resulted in the cancellation of $5 million in
indebtedness and provides for up to $5 million in additional
availability under a revolving credit facility with Hercules.

HTI exchanged $5 million in existing indebtedness for 67,294,751
shares of the Company's common stock.  Additionally, the Company
issued to HTI at closing a warrant to purchase 16,823,688 shares
of the Company's common stock at an exercise price of $0.0743 per
share.  The warrant has a five-year term and is immediately
exercisable at such time when the Company amends its certificate
of incorporation to increase the number of authorized shares of
common stock or implements a reverse stock split that results in
the Company having a sufficient amount of authorized shares to
issue the warrant shares.  The Company has agreed to register
these shares with the Securities and Exchange Commission for
resale.

The remainder of the Company's indebtedness with Hercules was
restructured to include two term loans aggregating $10.5 million
and a revolving credit facility of $12 million, of which $7
million is outstanding at closing.  The revolving credit facility
expires on May 1, 2011, but may be extended at the Company's
option for six months if there is no existing event of default.
Any advances under the revolving credit facility bear interest
initially at 12.0% per annum until the term loans, as described
below, are repaid in full, when the interest rate on outstanding
advances will be prime plus 4%.  Borrowings under the revolving
credit facility are based on eligible accounts receivables,
including an overadvance provision of up to $500,000, which will
be due 28 days after the overadvance is drawn.  Overadvances bear
interest at 15% per annum.

The term loans are comprised of a $5.5 million term loan due on
November 1, 2013, and a $5 million convertible term loan due on
November 1, 2014.  Amortization on Term Loan A begins December 1,
2010.  Term Loan B may be converted into shares of the Company's
common stock at a price of $0.0743 per share at Hercules' option,
or automatically if the 90-day value weighted adjusted price of
the common stock exceeds five times the conversion price. The
Company, however, has the right to pay a portion of the conversion
amount in cash plus applicable fees, interest and other charges
instead of shares of common stock if an automatic conversion
occurs under certain circumstances.

Term Loan A bears interest at (i) 12% per annum for the first
year, (ii) 18% per annum for the next year, and (iii) 15%
thereafter.  All interest on Term Loan A is payable in cash
monthly commencing December 1, 2009. Term Loan B bears interest at
(i) 14.5% per annum for the first year, (ii) 20.5% per annum for
the next year, and (iii) 17.5% thereafter. 2.5% of the interest on
Term Loan B will be "paid in kind" compounded monthly.  Hercules
has the option to turn the PIK interest into cash interest or
additional shares of common stock if certain predefined metrics
are maintained.  The balance of the interest on Term Loan B is
payable in cash monthly commencing December 1, 2009.  In the event
the term loans are prepaid, a prepayment charge on the principal
prepaid of 5% if prepaid during the first 12 months, 3% if prepaid
during the next 12 months and 1% thereafter will be due, provided
that, if the term loans are prepaid in the first 12 months and
there is no event of default, Hercules will waive the prepayment
charge on both term loans.  The Company has agreed to register for
resale with the Securities and Exchange Commission the shares
issuable upon conversion of Term Loan B and accreted Term Loan B
interest.

The Company was assessed a $450,000 transaction fee in connection
with the Restructuring, which is payable in 12 equal monthly
installments beginning in May 2010.  The obligations of the
Company under the Loan Agreement are secured by all of the
personal property of the Company and its subsidiaries, including
all of the equity interests of the Company and its subsidiaries in
their respective subsidiaries.

                     NASDAQ Compliance Status

On August 19, 2009, NASDAQ notified the Company that it did not
comply with the minimum $2.5 million stockholders' equity
requirement for continued listing on The NASDAQ Capital Market, as
set forth in Listing Rule 5550(b).  On October 30, 2009, the
Company received notice that the NASDAQ Listing Qualifications
Staff had granted the Company's request for an extension to regain
compliance with this listing rule by no later than November 20,
2009.  Additionally, on October 30, 2009, NASDAQ granted the
Company's request for a financial viability exception to NASDAQ's
stockholder approval requirements for the restructuring.  On
November 10, 2009, the Company issued a press release and provided
notice to its stockholders announcing that NASDAQ had granted the
Company's request for a financial viability exception.

Based upon the consummation of the restructuring, the Company
believes it has regained compliance with the $2.5 million
stockholders' equity requirement for continued listing on The
NASDAQ Capital Market.  The Company is awaiting NASDAQ's formal
determination with respect to its compliance status.  In addition,
NASDAQ will continue to monitor the Company's ongoing compliance
with the minimum stockholders' equity requirement and, if at the
time of its next periodic report the Company does not evidence
compliance with that requirement, it may be subject to delisting
from NASDAQ.

There can be no assurance that the Company will continue to meet
the minimum stockholders' equity requirement. If the Company does
not, the Company may request a hearing before the NASDAQ Listing
Qualifications Panel. Such request would stay any delisting
determination by the NASDAQ Listing Qualifications Staff and the
Company's securities would remain listed on NASDAQ pending a
formal determination by the Panel.

                       About InfoLogix Inc.

Hatboro, Pennsylvania-based InfoLogix, Inc. (Nasdaq: IFLG) --
http://www.infologix.com/-- provides enterprise mobility
solutions for the healthcare and commercial industries.  With 19
issued patents, InfoLogix provides mobile managed solutions, on-
demand software applications, mobile infrastructure products, and
strategic consulting services to over 2,000 clients in North
America including Kraft Foods, Merck and Company, General
Electric, Kaiser Permanente, MultiCare Health System and Stanford
School of Medicine.


INSIGHT HEALTH: Posts $6.32 Million Net Loss for Sept. 30 Quarter
-----------------------------------------------------------------
InSight Health Services Holdings Corp. last week announced its
financial results for the first quarter ended September 30, 2009.

The Company posted a net loss of $6.32 million for the three
months ended September 30, 2009, from a net loss of $6.96 million
for the same period in 2008.

Revenues for the first quarter of 2010 decreased 20% to $50.1
million from $62.6 million for the first quarter of 2009. Revenues
from patient services operations for the first quarter of 2010
decreased 21% to $24.6 million from $31.1 million for the first
quarter of 2009, primarily due to the disposition of retail
imaging centers.  Revenues from contract services operations for
the first quarter of 2010 decreased 19.1% to $25.0 million from
$30.9 million for the first quarter of 2009, primarily due to the
closure of a fixed site center related to a large health care
provider contract, a reduction in the number of active contracts
and reductions in reimbursement from customers.  Revenues from
other operations were $0.5 million and remained consistent from
the first quarter of 2009.

Net cash provided by operating activities was $1.5 million for the
first quarter of 2010 and resulted primarily from Adjusted EBITDA
of $9.8 million less $5.5 million of cash paid for interest and
changes in certain assets and liabilities of $2.9 million.

At September 30, 2009, Insight Imaging had $165.4 million in total
assets against $32.2 million in total current liabilities and
$291.5 million in total long-term liabilities.

At September 30, 2009, Insight Imaging had $24.4 million in cash,
cash equivalents and restricted cash (including $5.0 million that
was subject to the lien for the benefit of the senior secured
floating rate notes), and $11.6 million of availability under its
revolving credit facility, based on its borrowing base.  At
September 30, 2009, there were no borrowings outstanding under the
credit facility; however, there were letters of credit of
$1.6 million outstanding under the credit facility.

Adjusted EBITDA decreased 17.1% to $9.8 million from $11.8 million
for the first quarter of 2009.  Adjusted EBITDA for the first
quarter of 2010 decreased 3.0% from $10.1 million for the fourth
quarter of 2009.

Kip Hallman, Insight Imaging's President and CEO, stated, "I'm
pleased that we continue to increase efficiencies, improve our
operating margins and maintain stable Adjusted EBITDA in this
challenging environment, even as we focus our fixed-site
footprint, consistent with our stated objectives."

InSight Imaging has changed its definition of its business
segments into three reportable segments: contract services,
patient services and other operations.  Contract services consist
of centers (primarily mobile units) which generate revenues from
fee-for-service arrangements and fixed-fee contracts billed
directly to healthcare provider customers, also referred to as
wholesale operations.  Patient services consist of centers (mainly
fixed-sites) that primarily generate revenues from services
billed, on a fee-for-service basis, directly to patients or third-
party payors, also referred to as retail operations. Other
operations generate revenues primarily from agreements with
customers to provide management services.

In its Form 10-Q filing, the Company said, "We reported net losses
of $6.6 million, $19.8 million, $169.2 million and $99.0 for three
months ended September 30, 2009, the year ended June 30, 2009, the
eleven months ended June 30, 2008 and the year ended 2007,
respectively.  We have implemented steps to improve our financial
performance, including, a core market strategy and various
initiatives in response to these losses.  We have attempted to
implement, and will continue to develop and implement, various
revenue enhancement, revenue cycle management and cost reduction
initiatives.  Revenue enhancement initiatives have focused and
will continue to focus on our sales and marketing efforts to
maintain or improve our procedural volumes and contractual rates,
and our InSight Imaging Solutions initiative.  Revenue cycle
management initiatives have focused and will continue to focus on
collections at point of service for patients with commercial
insurance, technology improvements to create greater efficiency in
the gathering of patient and claim information when a procedure is
scheduled or completed, and our initiative with Perot Systems
Corporation.  Cost reduction initiatives have focused and will
continue to focus on streamlining our organizational structure and
expenses including enhancing and leveraging our technology to
create greater efficiencies, and leveraging relationships with
strategic vendors.  While we have experienced some improvements
through our revenue cycle management and cost reduction
initiatives, our revenue enhancement initiatives have produced
minimal improvements to date.  Moreover, future revenue
enhancement initiatives will face significant challenges because
of the continued overcapacity in the diagnostic imaging industry,
reimbursement reductions and the effects of the country's
recession, including higher unemployment."

"We can give no assurance that these steps will be adequate to
improve our financial performance. Unless our financial
performance significantly improves, we can give no assurance that
we will be able to refinance the floating rate notes, which mature
in November 2011, on commercially reasonable terms, if at all."

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?49e8

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?49e9

                           About InSight

Lake Forest, California-based InSight Health Services Holdings
Corp. (OTCBB: ISGT) is a provider of diagnostic imaging services
through a network of fixed-site centers and mobile facilities.
InSight serves a diverse portfolio of customers, including
healthcare providers, such as hospitals and physicians, and
payors, such as managed care organizations, Medicare, Medicaid and
insurance companies, in over 30 states, including the following
targeted regional markets: California, Arizona, New England, the
Carolinas, Florida and the Mid-Atlantic states.  As of June 30,
2009, InSight's network consists of 61 fixed-site centers and 112
mobile facilities.


INSIGHT MIDWEST: Bank Debt Trades at 7% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Insight Midwest
Holdings, LLC, is a borrower traded in the secondary market at
93.43 cents-on-the-dollar during the week ended Friday, Nov. 20,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.64 percentage points from the previous week, The Journal
relates.  Insight Midwest Holdings, LLC pays interest at 200
points above LIBOR. The bank loan matures on April 3, 2014.  The
bank loan carries Moody's B1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
178 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Nov. 20.

Insight Midwest Holdings is a unit of Insight Communications
Company, Inc., a domestic cable television multiple system
operator serving approximately 674,000 basic video subscribers,
mainly in Kentucky and in parts of Indiana and Ohio.  Insight
Communications maintains its headquarters in New York.


INTELSAT CORP: Bank Debts Trade at 7% Off in Secondary Market
-------------------------------------------------------------
Participations in three syndicated loans under which PanAmSat
Corporation is a borrower traded in the secondary market at 92.98
cents-on-the-dollar each during the week ended Friday, Nov. 20,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents decreases of
0.42 percentage points each from the previous week, The Journal
relates.  The loans mature on Jan. 3, 2014.  The Company pays 250
basis points above LIBOR to borrow under each of the three
facilities.  The bank debts are not rated by Moody's and Standard
& Poor's.  The debts are three of the biggest gainers and losers
among 178 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Nov. 20.

Intelsat Corporation, formerly known as PanAmSat Corporation, is a
global provider of video, corporate, Internet, voice and
government communications services with a fleet of 25 satellites
in-orbit.  The Company provides transponder capacity to customers
on Company-owned and operated satellites, and deliver third-party
entertainment and information to cable television systems,
television broadcasters, direct-to-home, television operators,
Internet service providers, telecommunications companies,
governments and other corporations.  It also provides satellite
services and related technical support for live transmissions for
news and special events coverage.  In addition, the Company
provides satellite services to telecommunications carriers,
corporations and Internet service providers for the provision of
satellite-based communications networks, including private
corporate networks.

Intelsat Ltd.'s balance sheet showed total assets of
$12.05 billion, total debts of $12.77 billion and stockholders'
deficit of $722.3 million as of March 31, 2008.


INTERLINE BRANDS: S&P Changes Outlook to Stable; Holds BB- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Jacksonville, Florida-based Interline Brands Inc. to
stable from negative.  At the same time, Standard & Poor's
affirmed its ratings on the company, including the 'BB-' corporate
credit rating.

"The outlook revision reflects S&P's expectation that despite the
continued weak operating environment, the company will continue to
have the flexibility to repay debt," noted Standard & Poor's
credit analyst Thomas Nadramia.  "As a result, S&P believes
Interline will maintain adequate cushion relative to financial
covenant measures." S&P had been concerned that weakening
operating results could constrain the cushion under the covenants.
Given the repayment of more than $100 million in funded debt
during the past several quarters, combined with strong cash flow,
the company's cushion relative to its total leverage threshold has
improved relative to S&P's expectations cited earlier in the year.

Based on S&P's expectation for free cash-flow generation
throughout the next several quarters, as well as management's
commitment to preserve adequate liquidity throughout the current
weak operating environment, S&P anticipate that Interline will use
excess cash flow to repay debt as necessary to maintain the
cushion relative to covenant measures.  In addition, the outlook
revision reflects S&P's expectation that credit measures will
remain in-line with the rating, with adjusted debt to EBITDA below
4x through the end of 2010.

The 'BB-' rating and stable outlook reflect S&P's expectation for
some stabilization in the residential construction markets because
of an anticipated uptick in housing starts, which will help
moderate the EBITDA declines that have stemmed from the current
soft demand environment.  S&P expects approximately 800,000
housing starts in the U.S. for 2010, up from about 520,000 in
2009.

Interline distributes maintenance, repair, and operations (MRO)
products for the facilities maintenance, specialty distributors,
and professional contractors markets.  Its fair business risk
profile is characterized by an aggressive acquisition history,
relatively small size, participation in a highly fragmented and
competitive industry, and somewhat intensive working-capital use.
Tempering these company weaknesses are Interline's good customer,
product, and geographic diversity; relatively stable sales driven
by institutional and multi-family maintenance and repairs,
particularly in its janitorial and facilities maintenance
segments; and consistent operating margins.

The stable outlook reflects S&P's assessment that despite soft
demand for MRO products because of reduced spending on the part of
institutions and property managers, Interline's operating
performance during the next several quarters will likely exceed
S&P's earlier expectations.  This will allow for additional debt
repayment and enable the company to maintain adequate cushion
relative to financial covenant measures.

S&P expects that the company will report about $90 million in
EBITDA for the year.  In addition, for 2010, S&P expects similar
results and free cash flow of $25 million-$50 million.  Based on
these expectations, S&P believes that the company will have the
flexibility for further debt repayment and that S&P's measure of
fully adjusted debt to EBITDA will be less than 4x and FFO to
total debt sustained at more than 15%.  Furthermore, S&P expects
liquidity, in terms of cash and revolver availability, to remain
sufficient to meet all obligations, including working capital
growth if sales rebound unexpectedly.

A negative rating action could be warranted if the operating
environment weakens more than S&P currently expects and results in
a decline in EBITDA that contributes to negative cash flow
generation and reduced liquidity at a level below $40 million,
thereby increasing the likelihood of a covenant violation.
Although S&P considers a positive rating action unlikely at this
time given the weak operating environment, S&P could consider one
if the company were to achieve and maintain debt leverage below 3x
while maintaining adequate liquidity.


IPCS INC: Gabelli Funds Discloses Ownership of 3.71% of Common
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Gamco Investors, Inc., et al., disclosed that they may
be deemed to beneficially own shares of iPCS, Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Gabelli Funds, LLC                        613,100       3.71%
GAMCO Asset Management Inc.               255,400       1.54%
Gabelli Securities, Inc.                  190,450       1.15%

As of September 30, 2009, there were 16,539,190 shares of common
stock outstanding.

A full-text copy of Gamco Investors, Inc., et al.'s Schedule 13D
is available for free at http://researcharchives.com/t/s?49fb

GAMCO Investors, Inc., a public company listed on the New York
Stock Exchange, is the parent company for a variety of companies
engaged in the securities business, including Gabelli Funds, GAMCO
Asset Management, and Gabelli Securities.

Gabelli Funds presently provides discretionary managed account
services for registered investment companies.

GAMCO Asset Management is an investment manager providing
discretionary managed account services for employee benefit plans,
private investors, endowments, foundations and others.

Gabelli Securities serves as a general partner or investment
manager to limited partnerships and offshore investment companies.

                         About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.


IPCS INC: Greywolf Capital Discloses 8.2% Equity Stake
------------------------------------------------------
In a regulatory filing dated November 16, 2009, Greywolf Capital
Management LP filed Amendment No. 1 to its Schedule 13D which was
initially filed with the Securities and Exchange Commission on
October 22, 2009.

Greywolf Capital Management, et al., disclosed that they may be
deemed to beneficially own shares of iPCS, Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Greywolf Capital Partners II LP            469,659      2.8%
Greywolf Capital Overseas Master Fund      880,065      5.3%
Greywolf Advisors LLC                      469,659      2.8%
Greywolf Capital Management LP           1,349,724      8.2%
Greywolf GP LLC                          1,349,724      8.2%
Jonathan Savitz                          1,349,724      8.2%

As of October 27, 2009, there were 16,539,190 shares of common
stock, $0.01 par value per share, outstanding.

A full-text copy of Greywolf Capital Management's Schedule 13DA is
available for free at http://researcharchives.com/t/s?49fc

A full-text copy of Greywolf Capital Management's Schedule 13D
initially filed on October 22, 2009, is available for free at:

                  http://ResearchArchives.com/t/s?4760

                         About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.


IPCS INC: Inks Settlement Agreement with Shareholders
-----------------------------------------------------
iPCS, Inc. disclosed in a regulatory filing Wednesday that it has
reached an agreement with the plaintiffs to settle the claims
asserted in the putative shareholder class action lawsuits related
to Sprint Nextel Corporation's proposed acquisition of iPCS.  The
cases are being heard in the Circuit Court of Cook County,
Illinois.

On November 17, 2009, iPCS and the other defendants and the
plaintiffs in the lawsuits executed a memorandum of understanding
to settle all claims asserted in the lawsuits, subject to the
execution of a stipulation of settlement, notice to iPCS
shareholders and approval by the Circuit Court of Cook County,
Illinois.  The memorandum of understanding provides, among other
things, that iPCS shall make supplemental disclosures to its
Solicitation/Recommendation Statement on Schedule 14D-9.  iPCS has
filed an amendment to its Schedule 14D-9 with the Securities and
Exchange Commission for this purpose.

A copy of the amendment to iPCS' Schedule 14D-9 is available for
free at http://researcharchives.com/t/s?49fe

On October 28, 2009, Sprint Nextel commenced its tender offer to
acquire all the outstanding shares of common stock of iPCS at a
price of $24.00 per share in cash.  The tender offer is scheduled
to expire at 12:00 midnight, New York City time, on Wednesday,
November 25, 2009.  The iPCS board of directors has unanimously
recommended that iPCS shareholders accept the tender offer, tender
their shares of iPCS common stock in the tender offer, and if
necessary, adopt the merger agreement.

                         About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.


IPCS INC: Sprint Nextel Files Amendment No. 2 to Tender Offer
-------------------------------------------------------------
Ireland Acquisition Corporation and Sprint Nextel Corporation have
filed Amendment No. 2 to the Tender Offer Statement which was
filed with the Securities and Exchange Commission on October 28,
2009, as amended by Amendment No. 1 filed with the SEC on
November 13, 2009.

Ireland Acquisition Corporation is a Delaware corporation and a
wholly-owned subsidiary of Sprint Nextel.  The Schedule TO relates
to the offer by Ireland Acquisition 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, a copy of which is attached to the Schedule TO
as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a
copy of which is attached to the Schedule TO as Exhibit (a)(1)(B).

A full-text copy of Amendment No. 2 is available for free at:

                 http://researcharchives.com/t/s?49cb

A full-text copy of Amendment No. 1 is available for free at:

                 http://researcharchives.com/t/s?4974

Full-text copies of Exhibits (a)(1)(A) and (a)(1)(B) are available
for free at:

                 http://researcharchives.com/t/s?47e8
                 http://researcharchives.com/t/s?4976

                         About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.


IXI MOBILE: Fails to File Form 10-Q for September 30, 2009
----------------------------------------------------------
IXI Mobile, Inc., failed to file its quarterly report on Form 10-Q
for the September 30, 2009 period.  The Company said financial and
other information for the filing of a complete and accurate
Quarterly Report on Form 10-Q for the interim period ended
September 30, 2009, could not be provided within the prescribed
time period.

The Company said as a result of the initiation of several
strategic measures intended to refocus its activities and to
reduce operating costs, the Company has not finalized its
financial statements for the quarter ended September 30, 2008, for
the year ended December 31, 2008, or for the quarters ended
March 31, 2009, June 30, 2009, or September 30, 2009, and its
auditors have not finalized their review and/or audit of those
financial statements.  The Company is not currently in a position
to estimate the results for the interim periods or the year end
for which these reports have not been filed.

The Company believes that it shall need to raise additional
capital in the near future in order to continue as a going
concern, and there can be no assurance that it will be successful
in doing so or that, even if the Company is able to raise
additional capital, such capital will be sufficient to allow the
Company to continue as a going concern.

                         About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.  Research and development activities are conducted
primarily in its facilities in Israel and Romania.

                           *     *     *

As reported by the Troubled Company Reporter on August 28, 2008,
IXI Mobile's consolidated balance sheet at June 30, 2008, showed
$29,504,000 in total assets and $40,856,000 in total liabilities,
resulting in a $11,352,000 stockholders' deficit.  The company
reported a net loss of $11,387,000 on total revenues of $2,221,000
for the second quarter ended June 30, 2008, compared with a net
loss of $21,508,000 on total revenues of $3,171,000 in the same
period ended June 30, 2007.

The Company has not finalized its financial statements for the
third quarter ended September 30, 2008, for the year ended
December 31, 2008, or for the first quarter ended March 31, 2009
and its auditors have not finalized their review or audit of those
financial statements.  The Company is not currently in a position
to estimate the results for the interim periods or the year end
for which these reports have not been filed.

The Company believes that it will need to raise additional capital
in the near future to continue as a going concern, and there can
be no assurance that it will be successful in doing so or that,
even if the Company is able to raise additional capital, such
capital will be sufficient to allow the Company to continue as a
going concern.


J D MOODY FINISHING SERVICES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: J D Moody Finishing Services, Inc.
        920 113th Street
        Arlington, TX 76011

Bankruptcy Case No.: 09-47364

Chapter 11 Petition Date: November 20, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: John E. Leslie, Esq.
                  John E. Leslie, Attorney and Counselor
                  at Heritage Rock II
                  2340 Interstate 20 West, Suite 218
                  Arlington, TX 76017
                  Tel: (817)505-1291
                  Fax: (817) 505-1292
                  Email: arlingtonlaw@aol.com

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

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

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

The petition was signed by Jim Moody, president of the Company.


J2 INVESTMENTS: Wants Curtis Law Firm as Bankruptcy Counsel
-----------------------------------------------------------
J2 Investments, LLC, et al., have sought permission from the U.S.
Bankruptcy Court for the Northern District of Texas to employ The
Curtis Law Firm, P.C., as bankruptcy counsel.

The Firm will, among other things:

     (a) advise and consult with the Debtors concerning (i) legal
         questions arising in administering, reorganizing, and
         liquidating the Debtors' estates and (ii) the Debtors'
         rights and remedies in connections with estate assets,
         accounts receivable, and creditors' claims;

     (b) assist the Debtors in the investigation of the acts,
         conduct, assets, and liabilities of the Debtors, and any
         other matters relevant to the cases;

     (c) investigate and potentially prosecute preference,
         fraudulent transfer, and other causes of action arising
         under the Debtors' avoidance powers; and

     (d) prepare on behalf of the Debtors all necessary pleadings,
         applications, motions, adversary proceedings, answers,
         notices, reports, orders, responses, and other legal
         documents that are required for the orderly
         administration of the Debtors' estates;

The Firm will be paid based on the hourly rates of its
professionals:

       Senior Shareholders                        $450
       Junior Shareholders,
        Associates, and Other Firm Attorneys    $175-$395
       Clerk and Paralegal                       $95-$150

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

James P. McAluney, Trustee of The Revocable Trust of James P.
McAluney dated December 30, 1997, as amended fka The Revocable
Trust of James P. McAluney, individually, and derivatively in the
name of Shale Synergy, LLC; et al, (the Plaintiffs) has objected
to the appointment of counsel and the Debtors' request to allow
the payment of a post-petition retainer of $50,000.  Plaintiffs
view the request for a $50,000 post-petition payment in a
bankruptcy case that was filed simply to avoid the state court
litigation and postpone the eventual unveiling of Debtors' fraud
to be no more than another act in Debtors' pattern of harmful
conduct against Plaintiffs.  Plaintiffs maintain that allowing the
Debtors to pay a post-petition retainer to counsel is
inappropriate and unnecessary.  Counsel should be allowed submit
their fees as an administrative claim, as contemplated under the
Bankruptcy Code, and seek interim compensation if necessary.

The Plaintiffs maintain that Debtors have filed this case with the
intent to circumvent and frustrate injunctive relief that would
protect Plaintiffs from immediate and irreparable, including the
transfer of certain funds so that Plaintiffs would be unable to
recover on their claims against Debtors, and the other defendants
in the State Court Lawsuit, for their wrongful conduct and
fraudulent acts causing Plaintiffs' damage.

Two different State Court Judges have considered the evidence
presented by Plaintiffs in the State Court and made findings that
there was a "substantial likelihood" that the Plaintiffs will
prevail on the merits of their claims.  The State Court also made
the finding that Plaintiffs will suffer immediate and irreparable
harm as a result of the Defendants' continued actions and that "it
is probable that the Defendants [including Debtor] will wrongfully
transfer assets belonging to one or more of the Plaintiffs."

A hearing is set for November 18, 2009, at 2:30 p.m.

                        About J2 Investments

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.


J.J. RE-BAR: 9th Cir. Gives IRS Okay to Pursue Owners for Taxes
---------------------------------------------------------------
WestLaw reports that the Internal Revenue Service's enforcement of
unpaid employee withholding "trust fund" tax liabilities against
the Chapter 11 debtor-employer's non-debtor officers as
"responsible persons" did not violate the proscriptions of the
debtor's plan or confirmation order, and so was properly not
enjoined by the bankruptcy court, the Ninth Circuit's Bankruptcy
Appellate Panel has held.  Although the plan provided in general
terms for the release of those claims upon which the debtor was
the "primary obligor" and for a "permanent injunction" against
creditors taking any action against third parties to collect such
claims, there was no specific reference to a release or discharge
of IRS claims in either the plan or the confirmation order.  There
certainly was no "clear" or express provision of the plan or
confirmation order purporting to enjoin the IRS from pursuing
collection actions for trust fund taxes against "responsible
persons."  In any event, the BAP noted, it appeared that the
debtor's officers, as "responsible persons," and not the debtor,
constituted the "primary obligor" with respect to these tax
liabilities under 26 U.S.C. Sec. 6672.  In re J.J. Re-Bar Corp., -
--B.R.----, 2009 WL 3834039 (9th Cir. BAP).

J.J. Re-Bar Corporation, Inc., sought Chapter 11 protection
(Bankr. E.D. Calif. Case No. 98-21421) (McManus, J.), on Jan. 30,
1998.  The Debtor filed a chapter 11 plan which the Bankruptcy
Court confirmed on March 18, 1999.  The Debtor, its owners and the
IRS talked about prepetition tax liabilities for the next seven
years.  The final IRS claim consisted of a $1.4 million priority
unsecured claim and a $1.6 million general unsecured claim,
including a civil fraud penalty.  The IRS provided the Reorganized
Debtor with a payment schedule in late 2007, the Reorganized
Debtor started making payments under the Plan in December 2007,
and timely has made all required payments to the IRS under the
Plan since that time.

The IRS then decided to apply additional pressure by initiating
efforts to assess and collect prepetition and preconfirmation
payroll taxes from the Reorganized Debtor's shareholders as
"responsible persons" under 28 U.S.C. Sec. 6672.  The Reorganized
Debtor ran to the bankruptcy court in Feb. 2008 to halt the IRS'
additional collection efforts against its shareholders under the
terms of the chapter 11 plan.  Judge McManus said there was
nothing he could do to help, and the Reorganized Debtor appealed
to the Ninth Circuit Bankruptcy Appellate Panel, which says the
bankruptcy court correctly concluded that it was not appropriate
for it to enjoin the IRS' efforts to collect unpaid trust fund
taxes from the Reorganized Debtor's shareholders.


JOHN MICHAEL RINAS: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: John Michael Rinas
               Rita Diane Rinas
               501 Liverpool Circle, Apt. 103
               Chester, VA 23836

Bankruptcy Case No.: 09-19528

Chapter 11 Petition Date: November 19, 2009

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

Debtor's Counsel: Daniel Lee Grubb, Esq.
                  Dunlap, Grubb &Weaver P.L.L.C.
                  199 Liberty St. S.W.
                  Leesburg, VA 20175
                  Tel: (703) 777-7319
                  Fax: (703) 777-3656
                  Email: dgrubb@dglegal.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 $1,124,820,
and total debts of $3,523,446.

A full-text copy of the Debtors' petition, including a list of
their 9 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-19528.pdf

The petition was signed by the Joint Debtors.


JOHNSONDIVERSEY HOLDINGS: Moody's Assigns 'Caa1' Rating on Notes
----------------------------------------------------------------
Moody's assigned a Caa1 to the proposed senior notes of
JohnsonDiversey Holdings, Inc., and affirmed all other credit and
liquidity ratings.  The rating outlook is stable.

On October 7, 2009, JD Holdings, the holding company parent of
JohnsonDiversey, Inc., entered into a series of agreements
principally designed to recapitalize JD Holdings and JDI
(Recapitalization).  Pursuant to the agreements, an investment
fund managed by Clayton, Dubilier & Rice, Inc. and SNW Co., Inc.,
a wholly owned subsidiary of S.C.  Johnson & Son, Inc. will make
equity investments in JD Holdings of approximately $477 million
and $9.9 million, respectively.  The equity investments along with
the proceeds from a $1 billion secured term loan, $400 million of
unsecured notes of JDI and $250 million of unsecured notes of JD
Holdings will be used to refinance approximately $1.6 billion of
existing debt, fund cash payments to Unilever and to pay
transaction fees and expenses.  The Recapitalization, which is
conditioned upon completing the debt financing and customary
regulatory approvals, is expected to close prior to the end of the
year.

Following the Recapitalization, the key constraints on the B2
Corporate Family Rating are (i) weak cash flow metrics for the
rating category (ii) the potential for weak demand during 2010 in
end markets that are sensitive to discretionary consumer spending
and (iii) the potential for continued raw material cost
volatility.  The ratings are supported by the company's number one
or number two market positions in key global markets, a diverse
customer base, solid long term growth prospects and steady profit
performance in 2009 despite pressures from a global recession.

Moody's assigned these ratings (assessments):

* JohnsonDiversey Holdings, Inc. - $250 million senior unsecured
  notes due 2020, Caa1 (LGD 6, 94%)

Moody's affirmed these ratings (assessments):

* JohnsonDiversey, Inc. - $450 million secured term loan due 2015,
  Ba2 (LGD 2, 21%)

* JohnsonDiversey, Inc. - $250 million secured revolver due 2014,
  Ba2 (LGD 2, 21%)

* JohnsonDiversey, Inc. - $400 million senior unsecured notes due
  2017, B3 (LGD 5, 73%)

* JohnsonDiversey Holdings II B.V. - $500 million secured term
  loan due 2015, Ba2 (LGD 2, 21%)

* JohnsonDiversey Canada, Inc. - $50 million secured term loan due
  2015, Ba2 (LGD 2, 21%)

* Corporate Family Rating, B2 (transferred from JDI to JD
  Holdings)

* Probability of Default Rating, B2 (transferred from JDI to JD
  Holdings)

* SGL-2 speculative grade liquidity rating (transferred from JDI
  to JD Holdings)

These ratings (assessments) are affirmed and are expected to be
withdrawn upon the repayment of such debt in connection with the
Recapitalization:

* $175 million secured revolver due 2010, Ba2 (LGD 1, 9%)

* $328 million secured term loan due 2011, Ba2 (LGD 1, 9%)

* $98 million secured term facility due 2010, Ba2 (LGD 1, 9%)

* $300 million senior subordinated notes due 2012, B2 (LGD 4, 56%)

* EUR225 million senior subordinated notes due 2012, B2 (LGD 4,
  56%)

* $406 million 10.67% discount notes due 2013, Caa1 (LGD 6, 92%)

The last rating action on JD Holdings was on November 10, 2009,
when Moody's assigned a Ba2 to the proposed $1.25 billion senior
secured credit facility of JDI and certain of its subsidiaries and
a B3 to $400 million of proposed senior notes.

JD Holdings, through its wholly owned subsidiary JDI, is a leading
global supplier of cleaning, hygiene, and sanitizing products,
equipment and related services to the institutional and industrial
cleaning and sanitation markets.  Revenues for the twelve months
ended October 2, 2009, were approximately $3.1 billion.


JOHNSONDIVERSEY HOLDINGS: S&P Assigns 'B-' Senior Debt Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
senior unsecured debt rating (two notches below the corporate
credit rating) to Sturtevant, Wisconsin-based JohnsonDiversey
Holdings Inc.'s (B+/Stable/--) proposed offering of $250 million
of senior unsecured notes due 2020.  The recovery rating is '6',
indicating S&P's expectation for negligible (0%-10%) recovery in
the event of a payment default.

The company is offering the notes under Rule 144A with
registration rights.  The notes will be structurally subordinated
to all debt and liabilities at JohnsonDiversey Holdings Inc.'s
operating subsidiary: JohnsonDiversey Inc. The company may elect
to pay interest on the notes in kind until 2015.  However,
nonpayment of cash interest after 2015 will not be an event of
default as defined in the indenture if JohnsonDiversey Inc. is not
able to make distributions to JohnsonDiversey Holdings Inc.

JohnsonDiversey Holdings will use proceeds of the notes to finance
a portion of the recapitalization of the company, including the
purchase of the majority of Unilever PLC's equity in the company.
In its original financing plan, Unilever would have held these
notes.

The ratings on JohnsonDiversey reflect its satisfactory business
risk profile and highly leveraged financial profile.
JohnsonDiversey is a leading global manufacturer and marketer of
cleaning and hygiene products and related services for
institutional and industrial cleaning.

                           Ratings List

                   JohnsonDiversey Holdings Inc.

      Corporate credit rating                  B+/Stable/--

                           New Rating

                   JohnsonDiversey Holdings Inc.

           $250M senior unsecured notes due 2020    B-
            Recovery rating                         6


LAS VEGAS SANDS: Bank Debt Trades at 17% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 83.13 cents-
on-the-dollar during the week ended Friday, Nov. 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.67
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 178 widely
quoted syndicated loans with five or more bids in secondary
trading in the week ended Nov. 20.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.

Las Vegas Sands reported a net loss of $76.5 million, or 19 cents
a share, on revenues of $908.26 million for thee months ended
Sept. 30, 2009, compared with a net loss of $32.2 million, or 19
cents a share, on $805.26 million during the comparable period
last year.  With the third quarter results, Las Vegas Sands has
posted its seventh straight quarterly loss after U.S. gamblers
spent less and businesses canceled conferences in the recession.


LATSHAW DRILLING: Can Hire Mark Craige as Bankruptcy Counsel
------------------------------------------------------------
Latshaw Drilling Company, LLC, has sought and obtained the
permission 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 Latshaw 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 assured 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
maintained 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: Asks Court Nod to Use Cash Collateral
-------------------------------------------------------
Latshaw Drilling Company, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Oklahoma to use the
cash collateral securing their obligation to their prepetition
lenders.

The Debtor entered with a group of entities, banks, and other
financial institutions or entities, from time to time
participating in the Amended and Restated Credit Agreement dated
as of July 11, 2008 and the various promissory notes and other
obligations executed by the Debtor pursuant to the Loan Agreement.
The Lenders Note is administered by Lehman Commercial Paper, Inc.,
as the administrative agent for the participants in the Lenders
Note.  Lehman contends that the lenders hold valid, enforceable
and allowable claims against Debtor in the approximate amount of
$69,185,000, plus any and interest, fees, expenses, and other
obligations and liabilities of Debtor pursuant to the Lender Note.

Post-petition, the Debtor has and will continue to communicate
with the Lender in an on-going effort to negotiate an agreed
interim order for the use of cash collateral and hopes to present
an agreed order to the Court.

Mark A. Craige, Esq., at MorrelSaffaCraige, P.C., explains that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.

In exchange for using the cash collateral, the Debtor proposes to
grant the prepetition lenders a continuing, valid, automatically
perfected lien and security interest of a first priority in and
upon Debtor's right, title and interest in and to all of its
property.  The replacement liens granted to the Lender upon the
Post-petition Collateral shall secure the Prepetition Indebtedness
only to the extent that the value of the Prepetition Collateral is
determined to be insufficient to fully secure the Prepetition
Indebtedness.  As additional adequate protection to Lender, the
Debtor will continue to maintain, with financially sound and
reputable insurance companies, insurance coverage in amounts and
against such risks as reasonably required by Lender with such
insurance policies reflecting Lender as loss payee.  The Debtor
promises to provide the lenders monthly reports.

The Debtor will use the collateral pursuant to a weekly budget,
which the Debtor will still propose.

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: Can Hire Christopher Belmonte as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Oklahoma
has granted Latshaw Drilling Company, LLC's request to employ
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 maintained 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.


LEHMAN BROTHERS: LBI Trustee's Interim Report for May-November
--------------------------------------------------------------
James Giddens, the court-appointed trustee for Lehman Brothers
Inc., submitted to the U.S. Bankruptcy Court for the Southern
District of New York his second interim status report about the
liquidation of the company under the Securities Investor
Protection Act.

The 52-page report, which covers the period starting May 30 to
November 11, 2009, talks about the financial condition of LBI,
ongoing investigation concerning the company's financial
condition, allocation of customer property, among other things.

The report showed that the Trustee has administered more than
$110 billion to date, making the liquidation of LBI under SIPA
the "largest and most complex stock broker liquidation."

In furtherance of his goal to protect customers, Mr. Giddens took
control of and transferred to other broker-dealers more than
110,000 accounts aggregating in excess of $92 billion.  The
Trustee substantially completed these transfers prior to May 30
but the reconciliation of the transfers continued during the
current "report period."

The Report Period also saw the passage of the time for filing all
claims against the estate including for claimants seeking to
participate in the SIPA customer claims process.  As of the June
1 bar date, the Trustee had received more than 12,500 customer
claims on behalf of more than 86,000 accounts, along with more
than 7,500 general estate claims.

Mr. Giddens has already determined more than 85% of public
customer claims and has made equally substantial progress in the
reconciliation of customer claims asserted by, among others,
Lehman Brothers Holdings Inc., Lehman Brothers International
(Europe), and Barclays Capital Inc. that were filed on an omnibus
basis on behalf of thousands of accounts, the report said.

The report also mentioned the filing of a motion seeking court
approval of an allocation of assets, which would help determine
how much of the roughly $18 billion currently available to LBI's
estate will be apportioned to the fund of "customer property," a
priority pool of assets available only to allowed customer
claims, and to the "general estate," a pool of assets available
to satisfy all other claims including any potential deficiencies
in customer claims.

The report further said that Mr. Giddens' goal remains effecting
a 100% distribution to customers.  The timing and extent of
distributions remain dependent on a number of contingencies for
which the Trustee must continue to reserve, which include pending
litigation, some $6 billion in disputes with Barclays and several
other disputes stemming from the claims process that have already
amounted to several billion dollars.  These contingencies may
take time to resolve due to the amounts at stake, among other
things, the report said.

A full-text copy of the LBI Trustee's Second Interim Status
Report is available without charge at:

  http://bankrupt.com/misc/Lehman2ndStatusReportLBITrustee.pdf

                       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: Propose to Issue Subpoenas for Deposition
----------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
approval from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to issue subpoenas those who
may be put under investigation as part of the administration of
their Chapter 11 cases.

Among those who may be investigated include former employees,
lenders, investors, creditors and those who are involved in the
Debtors' various transactions.  The Debtors anticipate that some
of them may refuse to provide documents or appear for deposition.

The Debtors want to issue subpoenas to obtain information needed
to evaluate their financial status and then move to the next
stage of their bankruptcy cases, which include negotiating and
proposing their chapter 11 plans.

In connection to this, the Debtors also seek approval to
implement a process that would govern the issuance of subpoenas.

Under the proposed process, those who may serve as witnesses are
required to produce the requested documents on a rolling basis,
except those under a claim of privilege, or to file their
objections within 10 days after the Debtors have issued the
subpoena.

If a witness withholds a document based upon privilege, he must
provide the Debtors with a privilege log containing the
information within 10 days of service of the subpoena unless
otherwise agreed by the Debtors.

Absent other agreement with the Debtors, a witness is directed to
submit to oral examination upon notice no later than 15 days from
the service of the subpoena.

Under the process, the Clerk of the U.S. Bankruptcy Court for the
Southern District of New York may also issue subpoenas, signed
but otherwise in blank as requested by the Debtors.

In the interests of transparency, the Debtors will furnish a copy
of the subpoena to the U.S. Securities and Exchange Commission,
the Internal Revenue Service, and the United States Attorney for
the Southern District of New York.  The agencies will also file
in Court an affidavit or declaration of service for each subpoena
they issue.

        U.S. Bank, et al. Want Proposed Process Denied

U.S. Bank National Association asks the Court to deny approval of
the proposed process arguing that it provides affected parties
limited time to comply with subpoenas, review documents or
prepare privilege logs.

"U.S. Bank does not object to providing the Debtors with any
information required by law, provided that it has adequate time
to contact the affected beneficial holders and to coordinate a
response," says the bank's attorney, Ann Acker, Esq., at Chapman
and Cutler LLP, in Chicago, Illinois.

U.S. Bank is the trustee for more than 800 transactions with the
Debtors involving securitization, derivatives and various other
transactions reportedly affecting thousands of holders of
beneficial interests in those deals.

The proposed process also drew flak from Bank of Montreal,
National Australia Bank Ltd., Optim Energy Marketing and Trading
LLC, Deutsche Bank Trust Company Americas, Deutsche Bank National
Trust Company, First Choice Power L.P., Reliant Energy Power
Supply LLC and a group of creditors represented by New York-based
Stroock & Stroock & Lavan LLP.  The companies also complain about
the limited time given to witnesses to comply with the subpoenas
and the Debtors' proposal to issue those subpoenas without prior
notice.

Another creditor, Thomas Cook AG, also filed in Court a formal
objection to the proposed process but eventually dropped it after
the company settled its objection with the Debtors.

                       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: To File Reorg. Plan Outline by 1Q 2010
-------------------------------------------------------
Lehman Brothers Holdings, Inc., said during a November 18, 2009
hearing before Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York that it expects to have an
outline of its plan of reorganization by the end of March 2010.

Lehman Brothers currently has exclusive right to file a
reorganization plan until March 15, 2010, and the exclusive right
to solicit acceptances of that plan until May 17, 2010.

News reports say the bankrupt investment firm is contending with
more than 64,000 claims from creditors with a face amount value
of more than US$820 billion.  Lehman Brothers' claims agent, Epiq
Bankruptcy Solutions, LLC, listed these claims as the largest
claims filed in the Debtors' Chapter 11 cases as of November 17,
2009:

  Claim No.   Claimant                            Claim Amount
  --------    --------                            ------------
  10082       Wilmington Trust Company         $73,162,259,495
  63462       PricewaterhouseCoopers AG        $52,280,310,937
  63847       PricewaterhouseCoopers AG        $52,280,310,937
  58613       Lehman Brothers Treasury Co.     $34,820,990,272
  58612       Lehman Brothers Treasury Co.     $34,820,143,374
  17894       Bundesverband Deutscher Banken   $25,725,484,071
  17538       Bundesverband Deutscher Banken   $25,725,484,071
  21530       LB International (Europe)        $23,718,197,173
  21281       Lehman Brothers Japan, Inc.      $21,803,510,131
  21527       LB International (Europe)        $11,834,607,665

The bar dates for filing of proofs of claims have passed but
Lehman's chief executive, Bryan Marsal, said during the hearing
that it was possible the claims could reach US$1 trillion due to
certain unresolved issues.

Lehman is working to categorize the claims, the company said in a
securities filing with the U.S. Securities and Exchange
Commission.  Initial claim objections are expected to be filed in
the next 30 to 45 days.

Mr. Marsal said he is working on a 24-month time frame that would
envision having Lehman on its way out of bankruptcy court by the
second anniversary of its bankruptcy filing, Reuters reported.
However, he cautioned the Court that some people "would tell me
I'm nuts" and that it may end up leaving bankruptcy on a three-
year time frame or longer if it cannot resolve certain issues in
time.

Among those issues, Reuters quoted Mr. Marsal as saying, are
whether it will need to file one reorganization plan, or many,
for all the different Lehman units operating in bankruptcy.
Other issues are outstanding intercompany claims and claims
against Lehman's international operations, as well as a time-
intensive process to resolve derivatives claims, Mr. Marsal said.

Creditors could receive a distribution after the reorganization
plan is in effect, Mr. Marsal told the Court, Reuters said.

                       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: U.K. Court Rejects Plan; PwC Looks at Alternative
------------------------------------------------------------------
The United Kingdom Court of Appeal, on November 6, 2009, handed
down its judgment in relation to the application made by the
Joint Administrators of Lehman Brothers International (Europe) to
establish whether the court had jurisdiction to sanction the
proposed scheme of arrangement under Part 26 of the Companies Act
2006.

The judgment reaffirmed the earlier decision of the UK High Court
that as the scheme of arrangement proposed by the Administrators
seeks to modify certain rights of clients whose property is held
on trust by LBIE, the Court has no jurisdiction to sanction a
scheme which modifies affected clients in this manner.

"I am disappointed by this ruling as it restricts the options
available to the Administrators for the return of client assets
and, in particular, the degree of protection afforded to clients
who receive assets back from the Company," Steven Pearson, Joint
Administrator and partner at PricewaterhouseCoopers LLP
commented.

"However, following the original judgment we recognized that the
proposed scheme was at risk and in the meantime have worked with
the creditors' committee of LBIE to develop a credible
alternative approach in order to return assets to clients using
approximately the same framework of rules and timeline as was
contained in the proposed scheme.  These alternative proposals
were outlined to affected clients during October and will be
formally launched in an offer circular in the coming weeks."

"However, unlike the proposed scheme, the alternative
arrangements will only bind those clients who positively elect to
sign-up. In order to benefit from these arrangements it is vital
that affected clients take the time to understand what is now
being are proposed and, by the end of the year, sign up to their
terms."

GLG, Ramius and Oceanwood Capital have worked with the
Administrators in developing the alternative proposals.

In the interim, the Administrators are continuing to return
assets to clients on a bilateral basis and have returned some
$13.5bn to date, the Administrators said in a press release.

                       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)


LEVEL 3 COMMS: Bank Debt Trades at 16% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 84.19 cents-on-the-dollar during the week ended Friday,
Nov. 20, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.75 percentage points from the previous week, The Journal
relates.  The loan matures March 1, 2014.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B1 rating and Standard & Poor's B+ rating.
The debt is one of the biggest gainers and losers among 178 widely
quoted syndicated loans with five or more bids in secondary
trading in the week ended Nov. 20.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings lowered the rating assigned to the Company's
convertible subordinated notes to 'CC/RR6' from 'CCC-/RR6'.  The
rating action brings the subordinated note ratings in line with
Fitch's revised rating definition and mapping criteria.
Approximately $484 million of convertible subordinates notes
outstanding as of March 31, 2009, was affected by Fitch's action.
As of March 31, 2009, LVLT had approximately $6.4 billion of debt
outstanding.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEXINGTON PRECISION: Delays Filing of Form 10-Q for Q3 2009
-----------------------------------------------------------
Lexington Precision Corporation disclosed in a regulatory filing
that it is unable to file its quarterly report on Form 10-Q for
the period ended September 30, 2009, within the prescribed period
without unreasonable effort and expense due to the additional
demands placed on its accounting professionals as a result of its
bankruptcy filing.

The Company says it intends to file the Form 10-Q as soon as
reasonably practicable.

As reported in the Troubled Company Reporter on August 31, 2009,
the Company posted a net loss of $3,203,000 for the three months
ended June 30, 2009, compared with a net loss of $1,940,000 for
the same period a year ago.

As of June 30, 2009, the Company had $47,367,000 in total assets,
total current liabilities of $43,062,000, liabilities subject
to compromise of $56,812,000, and other long-term liabilities of
$468,000, resulting in stockholders' deficit of $52,975,000.

A full-text copy of the Quarterly Report is available at no charge
at http://ResearchArchives.com/t/s?435b

                    About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- and its wholly-owned
subsidiary Lexington Rubber Group, Inc. conduct their operations
through two operating groups, the Rubber Group and the Metals
Group.  The business of the Rubber Group is conducted by LRGI
while the business of the Metals Group is conducted by LPC.

The Rubber Group is a manufacturer of tight-tolerance, molder
rubber componets that are sold to customers who supply the
automotive aftermarket, to customers who supply the automotive
original-equipment manufacturers ("OEMs"), and to manufacturers of
medical devices.  The Metals Group manufactures a variety of high-
volume components that are machined from aluminum, brass, steel,
and stainless steel bars and blanks.  The components produced by
the Metals Group include airbag inflator components, solenoids for
transmissions, fluid handling couplings, hydraulic valve blocks,
power steering components, and wiper-system components, primarily
for use by the automotive OEMs.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  Before this third amended plan, it was
amended twice, on August 8, 2008, and then on December 17, 2008.


LIZ CLAIBORNE: Moody's Downgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service lowered Liz Claiborne's Corporate Family
Rating to B3 from B2.  Other rating actions are detailed below.
The rating outlook is stable.  The rating action concludes the
review for possible downgrade that commenced on August 13, 2009.

"The downgrade of Liz's ratings reflect Moody's expectations that
the company's credit metrics will remain weak for an extended
period of time as it recovers from the meaningful operating losses
anticipated in 2009" said Moody's Vice President Scott Tuhy.
"While Moody's expect the company to begin to improve performance
in 2010, it is unlikely to achieve metrics appropriate for the B2
rating".

While Moody's expects some actions -- such as the shift in
distribution strategy for the Liz Claiborne brand family -- to
have a positive impact on performance, there remain execution
risks associated with the company's various strategic initiatives.
Most notably, Mexx continues to struggle, and is incurring
significant operating losses.  While a new management team has
been hired for this division, it will take some time for efforts
to stabilize and improve this unit.  Moody's also expects
discretionary consumer spending to remain weak, which creates
additional challenges for the company to execute its initiatives.

The stable rating outlook reflects Moody's expectations that the
company will make progress reducing its operating losses over the
next year such that it achieves metrics more appropriate for the
current rating.  The stable outlook also reflects expectations
that the company will continue to generate positive free cash flow
and reduce debt.  Moody's expects positive cash flow as a result
of the shift in distribution strategy for the Liz Claiborne brand
family, as working capital needs will be reduced.

The company's liquidity profile is good following recent
amendments to its asset-based revolving credit facility.  The
company no longer is subject to a fixed charge coverage covenant
in this agreement, provided availability is maintained above
certain thresholds.  Moody's expects that the company will
maintain ample availability which will improve further as the
company continues to reduce debt.  Given the success obtaining
this amendment, the company should be able to extend this facility
on terms that provide it with continued good borrowing base
availability.  In addition, Liz anticipates an additional cash tax
refund in the near term due to recent tax law changes.

These ratings were downgraded:

  -- Corporate Family Rating to B3 from B2

  -- Probability of Default Rating to B3 from B2

  -- EUR 350 million senior unsecured notes due July 2013 to Caa2
     (LGD 5, 82%) from Caa1 (LGD 5, 83%)

Moody's last rating action on Liz Claiborne Inc was on August 13,
2009, when the company's Corporate Family Rating was lowered to B2
from Ba3 and placed on review for further possible downgrade.

Headquartered in New York, New York, Liz Claiborne Inc. is a
leading designer and distributor of apparel and related
accessories.  In addition to the Liz Claiborne brand, the
company's brands include Juicy Couture, Lucky Brand Jeans, Kate
Spade, Mexx, and DKNY Jeans (under license).


LYONDELL CHEMICAL: Reliance Offers to Acquire Controlling Stake
---------------------------------------------------------------
Reliance Industries Ltd., India's biggest company by market value,
has submitted a bid for LyondellBasell Industries AF.

LyondellBasell has confirmed the bid.  "LyondellBasell has
received a preliminary non-binding offer from Reliance Industries
Limited to acquire for cash a controlling interest in the company
contemporaneously with the company's emergence from Chapter 11
reorganization," Lyondel said in a statement.  "This offer is in
addition to the previous non-binding equity financing proposals
received by the company and represents a potential alternative to
the initial plan of reorganization previously filed by the
company."

Lyondell added that consistent with its fiduciary duties,
management will continue to work with all parties to design an
approach that maximizes value for the company's creditors through
the pursuit of a confirmable plan of reorganization and enhances
the financial strength of the reorganized company."

                         $12 Billion Offer

The Wall Street Journal's Mike Spector and Eric Yep said Reliance
Industries Ltd. made an offer of around $12 billion to take a
controlling interest in LyondellBasell Industries when it exits
bankruptcy, people familiar with the situation said.  The Journal
notes that neither company disclosed the amount of the bid in
statements Saturday, but $12 billion in cash was in the
neighborhood of what Reliance offered, the people said.

The Journal says the Reliance deal could upend a restructuring
plan that would hand LyondellBasell to senior lenders in exchange
for canceling much of their debt.  That plan includes a
$2.5 billion rights offering to take the company out of
bankruptcy, led by private-investment firms that include Apollo
Management, Ares Management and Kohlberg Kravis Roberts & Co., the
Journal relates.

                       Buying Assets at Cheap

Natalie Obiko Pearson at Bloomberg reports that Reliance seeks to
take advantage of the global financial crisis to expand overseas.
"It's not really the best time to be taking on refining assets,"
said Tony Regan, a consultant at Tri-Zen International Ltd. in
Singapore.  "It's an opportunistic purchase if the company is
bankrupt, but there's a reason why those assets are cheap."

According to Bloomberg, Reliance joins India's Essar Group in
bidding for plants overseas as declining fuel demand and
processing margins prompt global rivals Royal Dutch Shell Plc and
Exxon Mobil Corp. to sell assets including refineries.  Ambani,
armed with $4.2 billion in cash, told shareholders last week that
"global growth by acquisitions" is the key to boosting revenue.

If the Lyondell transaction were completed, it would be the
biggest by an Indian company since Tata Steel Ltd. bought Corus
Group Plc for $12 billion in 2007, Bloomberg said.

                      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)


MAYSLAKE VILLAGE: BofA Foreclosure Action Prompts Ch. 11 Filing
----------------------------------------------------------------
ABI reports that Plainfield Campus, Inc., the not-for-profit
corporation that owns and operates senior living center Cedarlake
Village in Plainfield, Ill., filed for chapter 11 protection
citing a pending foreclosure action by Bank of America.


MERCER INTERNATIONAL: Reports EUR16,049,000 Net Loss for Q3 2009
----------------------------------------------------------------
Mercer International Inc. reported a net loss of EUR16,049,000 for
the three months ended September 30, 2009, from a net loss of
EUR20,463,000 for the same period a year ago.  Mercer posted a net
loss of EUR76,133,000 for the nine months ended September 30,
2009, from a net loss of EUR16,470,000 for the same period a year
ago.

Net loss attributable to common shareholders was EUR14,112,000 for
the three months ended September 30, 2009, compared to net loss
attributable to common shareholders of EUR17,173,000 for the same
period a year ago.

Net loss attributable to common shareholders was EUR64,938,000 for
the nine months ended September 30, 2009, compared to net loss
attributable to common shareholders of EUR13,433,000 for the same
period a year ago.

Revenues were EUR156,231,000 for the three months ended
September 30, 2009, from EUR184,828,000 for the same period a year
ago.  Revenues were EUR454,687,000 for the nine months ended
September 30, 2009, from EUR548,295,000.

At September 30, 2009, Mercer had EUR1,085,649,000 in total assets
against EUR1,005,232,000 in total liabilities.

In an October 28 news release announcing its financial results,
Mercer said as at September 30, 2009, its cash and cash
equivalents were EUR51.3 million and working capital was
EUR70.2 million.  The decrease in working capital includes
EUR14.0 million of higher current indebtedness resulting from the
reclassification of the revolving credit facility for its Celgar
mill, which matures in May 2010, to a current liability.  The
lower working capital also reflects improvements in fiber supply
chain management and a rebalancing of finished goods inventories
from the very high levels Mercer experienced at the end of 2008
amid plummeting world pulp markets.  Mercer currently expects to
complete an extension of the maturity of the revolving credit
facility for Celgar in the fourth quarter of 2009.

As at September 30, 2009, Mercer was in full compliance with all
of the covenants of its indebtedness.

Jimmy S.H. Lee, President and Chairman, said on October 28, 2009,
"In the third quarter, pulp markets continued to strengthen.
Strong demand from China and historically low global inventories
for bleached softwood kraft pulp, which are reported to have
currently fallen to approximately 22 days of supply, helped
support upward pricing momentum.  During the current quarter,
three price increases raised European list prices by a total of
US$100 per ADMT to US$730 per ADMT by quarter end.  Subsequently,
in October, producers implemented a further US$30 per ADMT price
increase and, effective November 1, 2009, have announced a further
US$40 per ADMT price increase.  Such price increases were
partially offset by the continued weakening of the U.S. dollar
versus the Euro and Canadian dollar in the period. While prices
are substantially improved from the prior quarter, they are still
well below prices in the same period of last year."

Mr. Lee continued: "Our results were impacted by 30 days of
scheduled production downtime at our German mills, including 21
days at our Rosenthal mill in September. Operationally the quarter
was a positive one as we benefitted from lower production costs
due to improved productivity, lower fiber costs and cost-saving
initiatives at all of our mills."

Mr. Lee added: "We are also pleased with the approximately C$57.7
million in credits we have been allocated under the Canadian
government's Pulp and Paper Green Transformation Program. We
intend to complete construction of the Celgar green energy project
with funding from such credits."

Mr. Lee concluded: "We are beginning to see signs of a global
economic revival including gains in key Asian economies and
improved outlooks in developed economies. In the pulp markets,
pricing improvements have been driven by strong demand from China
and production curtailments taken by many producers.  We currently
expect recent pulp price improvements combined with only seven
days of scheduled downtime to result in improved operating results
in the fourth quarter.  Possible headwinds to a robust recovery in
our industry include the potential of recently shut capacity
coming back online more quickly than anticipated and a second wave
of government subsidies for U.S. producers.  In general, we are
optimistic on the short-term outlook for pulp prices and believe
that the sustainability of restarts and other high cost producers
is possible only in a sustained higher pulp price environment."

                           Stendal Mill

Mercer discloses based upon its current forecasts and pulp price
assumptions, it believes that when it reports its fiscal 2009
results its Stendal mill likely may not be in compliance with its
"debt-to-EBITDA" covenant pursuant to the Stendal Loan Facility
calculated for the year ended December 31, 2009.

The Stendal Loan Facility is a EUR827,950,000 loan facility used
to finance construction related to the Stendal mill.  Mercer has a
74.90% equity ownership in Stendal mill.

Mercer said its Stendal mill intends to review the matter with its
lenders and, if required, seek a satisfactory amendment or waiver.

In addition, Mercer said it has the right but not the obligation
for a period of 20 business days after notice of breach by the
lenders to cure such breach by providing additional equity to
Stendal.  As the Stendal mill is expected to be in compliance with
all of its other obligations pursuant to the Stendal Loan Facility
and such facility benefits from governmental guarantees of 80% of
the principal amount, Mercer said it currently believes the mill
and its majority lenders will, if required, reach a satisfactory
arrangement.

However, if the Stendal mill is not in compliance with such
covenant, there can be no assurance that the majority lenders
under the Stendal Loan Facility will accept or agree to a
satisfactory amendment or waiver or that Mercer will be in a
position, after notice, to cure the breach.  In such case, the
lenders under the Stendal Loan Facility will be entitled to pursue
their remedies under such facility, including acceleration of the
indebtedness.  This would have a material adverse effect on the
Stendal mill and Mercer's results of operations and business.  The
Stendal Loan Facility is without recourse to the "Restricted
Group" which is comprised of Mercer Inc. and the Rosenthal and
Celgar mills.

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?49dd

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

                   About Mercer International

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.

As reported by the Troubled Company Reporter on September 29,
2009, Standard & Poor's Ratings Services affirmed its 'CC'
corporate credit and senior unsecured ratings on Mercer
International.  The outlook is negative.


MERCURY COMPANIES: Court Approves Plan Filing Until January 4
-------------------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for
the District of Colorado extended Mercury Companies Inc., et al.'s
exclusive periods to file a plan of reorganization until Jan. 4,
2010, and the date by which each class of impaired creditors must
accept the plan until March 5, 2010.

As reported in the Troubled Company Reporter on Oct. 22, 2009, the
Debtors said that they are well into the claims review and
objection process and have had discussion and concluded
negotiations with some of their large creditors to resolve
potential objections.

The Debtors also related that they are in the final stages of
their asset liquidations.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

Mercury Companies filed for Chapter 11 protection on August 28,
2008.  Two months later, six subsidiaries, namely Arizona Title
Agency, Inc., Financial Title Company, Lenders Choice Title
Company, Lenders First Choice Agency, Inc., Texas United Title,
Inc., dba United Title of Texas and Title Guaranty Agency of
Arizona, Inc., also filed voluntary Chapter 11 petitions.  The
units' cases are jointly administered with Mercury's (Bankr. D.
Colo. Lead Case No. 08-23125).  Daniel J. Garfield, Esq., and
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck;
Kathleen A. Odle, Esq., at Sherman & Howard; and Vikki L. Vander
Woude, Esq., at Manatt Phelps & Phillips, represent the Debtors as
counsel.  Lars H. Fuller, Esq., at Baker Hostetler, serves as the
official committee of unsecured creditors' counsel.


MERIDIAN RESOURCE: Fortis Forbearance Pact Expires Today
--------------------------------------------------------
Meridian Resource Corp. and certain of its subsidiaries said
November 19 in a regulatory filing that on November 13 they
entered into amendments with Fortis Capital Corp. and other
lenders.

The Fourth Amendment to Forbearance and Amendment Agreement
extends to November 23, 2009, the date by which the Fortis
Forbearance Agreement will terminate if, by that date, Meridian
has not enter into (a) a merger agreement pursuant to which the
Company will merge with or into or be acquired by or transfer all
or substantially all of its assets to another person; (b) a
capital infusion agreement pursuant to which one or more persons
will contribute subordinated debt or equity capital to the Company
in an amount sufficient to enable the Company to pay to the
Lenders an amount equal to 100% of its borrowing base deficiency;
or (c) a purchase and sale agreement pursuant to which the Company
agrees to sell one or more oil and gas properties for net proceeds
sufficient to enable the Company to pay to the Lenders an amount
equal to 100% of the borrowing base deficiency, plus any
incremental borrowing base deficiency resulting from such sales.

To recall, the Company's borrowing base was redetermined by its
bank group earlier this year.  Fortis Capital Corp., the
administrative agent for the bank group, notified the Company that
its borrowing base had been reduced from $95 million to $60
million, resulting in a borrowing base deficiency of $35 million.
The borrowing base was lowered due primarily to the reduction in
borrowing capacity attributable to the value of Meridian's oil and
gas properties as a result of precipitous declines in commodity
prices.  Under the terms of the credit facility agreement, the
Company had 90 days from the April 30, 2009 effective date of the
redetermination to cure the borrowing base deficiency.
Accordingly, a $35 million payment to the bank group for the
borrowing base deficiency was due July 29, 2009.

In August 2009, the Company did not have sufficient cash available
to repay the deficiency and, consequently, failed to pay the
amount when due and went into default under the credit facility
for that failure.  Meridian negotiated a forbearance agreement
with its bank group which was signed on September 3, 2009
regarding the deficiency and default.  The forbearance agreement
has been extended for several times, the purpose of which is to
allow Meridian more time to execute potential solutions for the
deficiency per the requirements.

                      About Meridian Resource

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.

At September 30, 2009, the Company had $190,339,000 in total
assets, including $18,090,000 in total current assets, against
$120,634,000 in total current liabilities and $17,736,000 in asset
retirement obligations.

The Company noted that its default under the debt agreements,
which has been mitigated in the short term by certain forbearance
agreements, negatively impacts future cash flow and the Company's
access to credit or other forms of capital.  There is substantial
doubt as to the Company's ability to continue as a going concern
for a period longer than the next 12 months, the Company said.
It added that it might have to seek protection under federal
bankruptcy laws if it is unable to comply with the forbearance
agreements or if those agreements expire.


METCALF PAVING: Blames Some Staff Members & Supplier for Bankr.
---------------------------------------------------------------
Ira B. Charmoy, Esq., at Zeldes, Needle & Cooper -- which
represents The Metcalf Paving Co. Inc. -- said in a statement that
"dishonest actions of members of its staff, who have since been
fired, working in collusion with the staff of one of Metcalf's
largest suppliers" forced the Company into bankruptcy.  Citing Mr.
Charmoy, David Krechevsky at The Republican-American reports that
the resulting debt, along with "the severe downturn in the
economy, caused the Company to fall behind in its commitments with
its major lender, Naugatuck Savings Bank, as well as with other
trade vendors."  According to The Republican-American, Mr.
declined to say how many Metcalf Paving workers were involved or
how many had been fired.  The report says that Mr. Charmoy also
declined to identify the supplier, what the "dishonest actions"
were, or how the company became aware of them, saying that
information "is too sensitive at present to discuss."

The Metcalf Paving Co. Inc. is a paving and asphalt milling
company based in the Pines Bridge Industrial Park.  Metcalf Paving
is a family-owned company that started in Southbury before moving
to 65 Lancaster Drive in the industrial park.

As reported by the TCR on November 2, 2009, The Metcalf Paving Co.
Inc. filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Connecticut, listing
$1 million to $10 million in assets against $1 million to
$10 million in debts owed to 100 to 199 creditors.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 36% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 64.25
cents-on-the-dollar during the week ended Friday, Nov. 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 6.25
percentage points from the previous week, The Journal relates.
The loan matures April 8, 2012.  The Company pays 275 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among 178 widely quoted syndicated
loans with five or more bids in secondary trading in the week
ended Nov. 20.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said on May 22, that Metro-Goldwyn-
Mayer hired Moelis & Co. to help refinance $3.7 billion debt and
was in talks with a steering committee of 140 creditors led by
JPMorgan Chase & Co. as part of the process.  Sue Zeidler at
Reuters said the studio "was exploring options for optimizing its
capital structure and has begun talks with a steering committee of
its lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth
$2 billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


METROPOLITAN MORTGAGE: State Farm Wants to Know Who to Pay
----------------------------------------------------------
Pursuant to Rule 22 of the Federal Rules of Civil Procedure, made
applicable by Rule 7022 of the Federal Rules of Bankruptcy
Procedure, State Farm Mutual Automobile Insurance Company
commenced an adversary proceeding (Bankr. E.D. Wash. Adv. Pro. No.
09-80061) by way of an interpleader complaint, to resolve
competing claims asserted by Metropolitan Mortgage and Securities
Co., Inc., the Metropolitan Creditors' Trust, Stone Street
Settlement Funding, L.L.C. and Clinton Kronenberger to the payment
rights to a certain structured settlement payment due on August 4,
2008.

A summons published in The Spokane Review on Nov. 19, 2009,
directs the Defendants to appear and answer the Complaint within
60 days.  State Farm is represented by:

        Daniel P. Mallove, Esq.
        Law Offices of Daniel P. Mallove
        2003 Western Avenue, Suite 400
        Seattle, WA 98121-2142

Based in Spokane, Washington, Metropolitan Mortgage & Securities
Co., Inc., filed for Chapter 11 protection (Bankr. E.D. Wash.
Case No. 04-00757), along with Summit Securities Inc., on
Feb. 4, 2004.  Bruce W. Leaverton, Esq., at Lane Powell Spears
Lubersky LLP and Doug B. Marks, Esq., at Elsaesser, Jarzabek,
Anderson, Marks, Elliot & McHugh represent the Debtors.  When
Metropolitan Mortgage filed for Chapter 11 protection, it
disclosed assets of $420,815,186 and debts of $415,252,120.
The Bankruptcy Court confirmed a Third Amended Joint
Reorganization Plan for the Debtors on Feb. 13, 2006, under
which the Metropolitan Creditors' Trust and the Summit
Creditors' Trust were created to use all commercially reasonable
efforts to liquidate, sell, or otherwise dispose of the Debtors'
assets.  Barry W. Davidson, Esq., at Davidson Backman Medeiros
PLLC in Spokane represents the Creditors' Trusts.


MIHAELA MARIA MICU: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mihaela Maria Micu
        5328 East Anderson Drive
        Scottsdale, AZ 85254

Bankruptcy Case No.: 09-29894

Chapter 11 Petition Date: November 19, 2009

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

Judge: Chief Judge James M. Marlar

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  Deconcini Mcdonald Yetwin & Lacy, PC
                  7310 N 16th St #330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0472
                  Fax: (602) 282-0520
                  Email: lhirsch@dmylphx.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 $1,128,625
and total debts of $2,432,491.

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

             http://bankrupt.com/misc/azb09-29894.pdf

The petition was signed by Ms. Micu.


MILACRON INC: Will Not Be Able to File Form 10-Q for Q3 2009
------------------------------------------------------------
MI 2009 Inc., formerly Milacron Inc., disclosed in a regulatory
filing on November 16, 2009, that its quarterly report on Form
10-Q for the quarter ended September 30, 2009, could not be filed
within the prescribed period.

The Company discloses that as a result of the sale of
substantially all of its assets on August 21, 2009, it is no
longer conducting business operations.

The Company has not filed its annual report on Form 10-K for the
year ended December 31, 2008, its quarterly report on Form 10-Q
for the quarter ended March 31, 2009, and its quarterly report on
Form 10-Q for the quarter ended June 30, 2009.

As reported in the Troubled Company Reporter on September 5, 2009,
the Company filed with the United States Bankruptcy Court for the
Southern District of Ohio, Western Division, on August 27, 2009,
its monthly operating report for July 2009.

The Company posted a net loss of $7,568,000 in July on total sales
of $20,672,000.

As of July 31, 2009, the Company had $527,881,000 in total assets,
total post-petition liabilities of $128,270,000, total secured
liabilities of $188,362,000, and total prepetition liabilities of
$506,895,000, resulting in an equity deficit of $295,646,000.

A full-text copy of the July 2009 operating report is available at
no charge at http://ResearchArchives.com/t/s?43c4

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

Milacron Inc. asked the Bankruptcy Court to change its name to MI
2009 Inc. following the Court-sanctioned sale of its assets to an
investor group.


MOONLIGHT BASIN MEZZ: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Moonlight Basin Mezz LLC
        P.O. Box 1369
        Ennis, MT 59729

Bankruptcy Case No.: 09-62334

Chapter 11 Petition Date: November 18, 2009

Court: United States Bankruptcy Court
       District of Montana (Butte)

Debtor's 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: $1,000,001 to $10,000,000

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.


MORTGAGES LTD: Investors Tried To Stymie Plan, Agent Says
---------------------------------------------------------
Law360 reports that the agent for individual investors in
Mortgages Ltd.'s bankruptcy has asked a judge for attorneys' fees
from Rev Op Group, alleging the investors group has tried to
stymie the implementation of the mortgage lender's Chapter 11 plan
with frivolous litigation.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of December 31, 2007, the Debtor had
total assets of $358,416,681 and total debts of $350,169,423.

The Debtor recently emerged from Chapter 11 bankruptcy with an
approved reorganization plan.


NATIONAL CONSUMER COOP: Noteholders Sign Forbearance Agreement
--------------------------------------------------------------
The National Consumer Cooperative Bank and its wholly owned
subsidiary NCB Financial Corporation, as guarantor, on
November 16, 2009, entered into an Amended and Restated Noteholder
Forbearance Agreement with the holders of its Senior Notes due
December 28, 2009 and the holders of its Senior Notes due December
15, 2010.  Also, on November 16, NCB entered into an Amended and
Restated Forbearance Agreement with respect to its May 1, 2006
revolving credit facility with a syndicate of banks, with SunTrust
Bank as administrative agent.

The Forbearance Agreements extended the forbearance established
under similar agreements dated August 14, 2009 entered into as a
result of NCB's default under its senior notes purchase agreement
and its revolving credit facility due to a violation of certain
financial covenants because of increased loan loss provisions and
charge-offs principally related to a small number of borrowers
experiencing pronounced financial difficulties, including several
borrowers which have filed for bankruptcy.  The Forbearance
Agreements were entered into under customary terms and conditions
consistent with the August 14, 2009 forbearance agreements. Other
provisions in the Forbearance Agreements include:

    * a forbearance period that will expire on February 17, 2009
      under the senior note purchase agreement and the revolving
      credit facility by each of the counterparties under those
      instruments.

    * agreement by NCB to a minimum liquidity covenant during the
      duration of the forbearance period.

    * a total principal payment of $31 million, with additional
      monthly cash payments consisting of cash in excess of a
      specified level.

    * the payment of a forbearance fee of 50 basis points of the
      aggregate outstanding principal amount of the senior notes
      and the aggregate principal amount outstanding of the
      revolving credit facility. Total forbearance fees are
      approximately $1.1 million.

Until a further agreement is reached with the banks under the
revolving credit facility, NCB does not have access to the
revolving line of credit.  NCB intends to use the additional 90-
day forbearance period to continue to work with the lenders,
noteholders and regulatory authorities to outline and begin
implementation of a plan to address its debt burden and maximize
liquidity. In the event that NCB is ultimately unable to reach an
agreement to amend its existing loan agreements or otherwise repay
and extinguish the senior note agreement and revolving credit
agreement prior to the expiration or termination of the
Forbearance Agreements, the lenders and the noteholders have the
right to call and demand immediate repayment of any and all
amounts due.

The National Consumer Cooperative Bank, which does business as
NCB, is a financial institution.  The Company principally provides
financial services to eligible cooperative enterprises or
enterprises controlled by eligible cooperatives.  A cooperative
enterprise is an organization, which is owned by its members and
which is engaged in producing or furnishing goods, services, or
facilities for the benefit of its members or voting stockholders
who are the ultimate consumers or primary producers of such goods,
services, or facilities.


NEUMANN HOMES: Plan Outline Hearing Continued to December 9
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
further moved the hearing to consider approval of the disclosure
statement explaining the Joint Plan of Liquidation of Neumann
Homes Inc. and its affiliated debtors to December 9, 2009.

The latest Disclosure Statement hearing set is the fourth
adjournment, the latest being set for November 18, 2009.

At the hearing, the Court has to ascertain if the Disclosure
Statement in its present form provides adequate information for
creditors entitled to vote on the Plan to make an informed
decision on the Plan.

The Debtors' Joint Plan of Liquidation was presented to the Court
last on August 26, 2009.  It provides for the liquidation of the
Debtors' assets and the distribution of the net proceeds of the
Debtors' assets and the distribution of the net proceeds to
creditors in order of the relative priority for distribution.  It
is predicated upon the entry of an order that would substantively
consolidate the Debtors' estates and their bankruptcy cases for
purposes of all actions associated with confirmation and
consummation of the Plan.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: Proposes Settlement with GMAC Model
--------------------------------------------------
Before the Petition Date, some of Neumann Homes entities entered
into a sales and marketing agreement with GMAC Model Home Finance,
Inc.  The Agreement provides that the Debtors would build and
convey certain model homes to GMAC Model Homes, which in turn,
would lease those model homes to the Debtors.

Pursuant to a Loan Agreement dated January 15, 2003, Residential
Funding Company LLC, a successor-in-interest to and assignee of
RFC Construction Funding LLC, provided secured revolving loans to
the Debtors to finance their residential acquisition, development
and construction projects.  As of November 1, 2007, the
outstanding principal balance of the indebtedness owed by the
Debtors to Residential Funding was not less than $19,628,830.

Pursuant to a Second Loan Agreement dated January 3, 2005,
Residential Funding provided additional secured revolving loans
to the Debtors to finance the operation of their home building
business.  As of November 1, 2007, the outstanding principal
balance of the indebtedness owed by the Debtors was not less than
$75,000,000.

In accordance with the terms of the December 13, 2007 order, the
partially constructed homes on which Residential Funding held a
lien were transferred to DOA Properties II LLC, to be completed
and resold.  In exchange for the developed homes, Residential
Funding released the Debtors from all liability with respect to
approximately $2.4 million of their debt under the January 2003
Loan Agreement.

Pursuant to the terms of a April 15, 2009 Court Order, the
remaining assets of the residential developments on which
Residential Funding held a lien were transferred to DOA to
complete development or to resell the property.  In exchange,
Residential Funding released the Debtors from all liability
with respect to $13.6 million of their debt under the January
2003 Loan Agreement.

As of November 13, 2009, Residential Funding is owed $75,000,000
under the January 2005 Loan Agreement.

                      The Settlement Issues

During the pendency of the Debtors' Chapter 11 cases, GMAC Model
alleged that some of the model homes and the real property on
which they are constructed were previously conveyed to GMAC Model
pursuant to the Sales and Marketing Agreement.

GMAC Model contended that Unit Nos. 1-102, 1-202, 2-104, 2-105
and 2-106 located in the NeuDearborn Station Condominiums in
DuPage County, Illinois, were conveyed by the Debtors to GMAC
Model in exchange for about $1.2 million in cash in accordance
with the terms of the Sales and Marketing Agreement.  The Debtors
however, believe that they, and not GMAC Model, hold unencumbered
record title to the NeuDearborn properties.

To resolve their dispute, the Debtors and GMAC Model Homes
entered into a settlement agreement to avoid potentially costly
litigation, the salient terms of which are:

  (1) The Debtors, as directed by GMAC Model, is required to
      correct all existing deeds and other title documents, and
      if necessary, execute and deliver new deeds and other
      title documents with respect to the NeuDearborn home
      units.

  (2) GMAC Model will retain Koenig & Strey Realtors or another
      realtor in Chicago to market and sell each of the
      NeuDearborn home units to buyers unaffiliated with GMAC
      Model, its subsidiaries, affiliates and other concerned
      parties, in a manner customary for selling residential
      property in Naperville, Illinois.  GMAC Model will control
      all aspects of the sale while the Debtors will not have
      any right to direct, approve, consent to or object to any
      aspect of the sale, except the purchase price of each home
      unit.

      Within seven days following the consummation of the sale
      of each home unit, GMAC Model will notify the Debtors in
      writing of the particular home unit sold, the gross sale
      price paid by the buyer and the net sale proceeds
      generated.

  (3) In the event the proposed gross sale price for any home
      unit is less than the minimum gross sale price mutually
      agreed by the Debtors and GMAC Model, GMAC Model will
      provide a written notice to the Debtors before entering
      into a binding sale contract with a buyer.

      The Debtors will be deemed to consent to the proposed sale
      of the unit unless they notify GMAC Model Homes in writing
      that they do not consent to the proposed sale.  Within
      five days following delivery of any objection, the Debtors
      will file a motion to set the minimum gross sale price for
      the home units.

  (4) As consideration for the terms of settlement, GMAC Model
      will pay to the Debtors $250,000, and cash equal to 50% of
      all net sale proceeds in excess of $1 million.  The
      Debtors will not be entitled to any excess cash payment
      until and unless GMAC Model has received more than
      $1 million in net sale proceeds and the sales of all five
      NeuDearborn home units have closed.

  (5) The Debtors and GMAC Model agree that the validity,
      enforceability and non-avoidability of any asserted liens
      on the NeuDearborn home units will be determined pursuant
      to a final order of a court of competent jurisdiction;
      pursuant to a settlement between the claim holder and GMAC
      Model which must be in full satisfaction of the liability
      secured by those liens; or otherwise with the consent of
      the Debtors.

A full-text copy of the Neumann-GMAC Model Settlement is
available without charge at:

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

The Debtors' attorney, George Panagakis, Esq., at Skadden Arps
Slate Meagher & Flom LLP, in Chicago, Illinois, asserts that the
parties' Settlement is fair and reasonable.  The Settlement, he
insists, provides substantial value to the Debtors' estates in
the form of an immediate cash payment of $250,000 plus the
possibility of substantial future cash recoveries depending upon
the sale prices earned for the model home property, he points
out.

To the contrary, failure to resolve the parties' dispute could
result in costly and time-consuming litigation between the
settlement parties, Mr. Panagakis points out.

Accordingly, the Debtors ask the Court to approve their
Settlement Agreement with GMAC Model.

The Court will hold a hearing on December 9, 2009, to consider
approval of the Settlement Agreement.  Creditors and other
concerned parties have until December 4, 2009, to file their
objections.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NEW LEAF BRANDS: Sept. 30 Balance Sheet Upside-Down by $6.1-Mil.
----------------------------------------------------------------
New Leaf Brands, Inc., reported an upside-down balance sheet at
September 30, 2009.  The Company had $13,495,519 in total assets
against $19,605,439 in total liabilities, resulting in $6,109,920
stockholders' deficit.  At September 30, 2009, the Company had an
accumulated deficit of $35,560,749.

The Company's September 30 balance sheet also showed strained
liquidity: The Company had $935,924 in total current assets
against $18,832,606 in total current liabilities.

The Company had negative net working capital of roughly
$17,896,682 at September 30, 2009.  The Company has not yet
created positive cash flows from operating activities and its
ability to generate profitable operations on a sustainable basis
is uncertain.  According to New Leaf Brands, these factors raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company believes that its existing cash resources, combined
with projected cash flows from operations may not be sufficient to
execute its business plan and continue operations for the next 12
months.  The Company changed its strategic direction with the sale
of its Lifetime and Baywood brands operating under its wholly
owned subsidiary, Nutritional Specialties, Inc., to provide the
necessary resources aimed at achieving profitability and positive
cash flow.   Additionally, management has taken steps to reduce
the Company's operating expenses.  The Company will continue to
explore various strategic alternatives, including business
combinations and private placements of debt and or equity
securities to raise capital.

On October 20, 2009, pursuant to the approval by the Company's
preferred stock holders and its Board of Directors, the Company
filed Certificates of Amendment to the Certificates of Designation
of its Class A Preferred Shares, its Series I 8% Cumulative
Convertible Preferred Stock, and its Series J 6% Redeemable
Convertible Preferred Stock.  The Amendments have the effect of
causing the outstanding shares of the Company's Series A, Series I
and Series J Preferred Stock to be converted into shares of its
common stock, with an effective date of August 31, 2009.

A full-text copy of the Company's quarterly report on Form 10-Q
dated November 17, 2009, is available at no charge at:

               http://ResearchArchives.com/t/s?4a00

The 10-Q report was filed one day after New Leaf said it would
delay filing the document.

Baywood International, Inc. changed its name effective October 16,
2009 to New Leaf Brands, Inc. to reflect the change in strategic
direction with the sale of Baywood's nutraceutical businesses on
October 9, 2009.  The name change was effective in the market at
the open of business October 19, 2009, at which time the Company's
ticker symbol changed from BAYW.OB to NLEF.OB.

On July 24, 2009, the Company entered into an Asset Purchase
Agreement with Nutra, Inc., a subsidiary of Nutraceutical
International Corporation.   The Company sold substantially all of
the rights and assets of Nutritional Specialties' business,
including but not limited to its accounts, notes and other
receivables, inventory, tangible assets, rights existing under
assigned purchase orders, proprietary rights, government licenses,
customer lists, records, goodwill and assumed contracts.  Certain
rights and assets were excluded from the purchased assets,
including the right to market, sell and distribute beverages.

The Company's new planned strategic direction is to build a
beverage company around its New Leaf brand of ready-to-drink teas
and other new functional beverages.  Even with limited access to
capital, the Company has grown the New Leaf brand.  New Leaf
beverages are sold in 24 states, through 75 distributors and 14
well-known retailers in over 8,000 outlets.  The Company sold
118,820 cases of iced tea in the third quarter of 2009, up over
54% from 77,124 cases in the third quarter of 2008.  The Company
anticipates that, after its debts are repaid and renegotiated, it
will be able to raise capital to grow its New Leaf brand as well
as develop additional brands.

In exchange, Nutra, Inc. agreed to pay an aggregate purchase price
of $8,250,000 in cash, less payment of liabilities, a $250,000
retention and certain pre-closing working capital adjustments.
Pursuant to the Agreement, the assets of Nutritional Specialties
were evaluated at closing to see if they have a minimum net asset
value as of the closing date, after giving effect to normal
generally accepted accounting principles, adjustments for reserves
and except for routine reductions related to normal amortization
and depreciation, equal to $1,848,604.  If the net asset value was
greater or less than $1,848,604 at the closing, the purchase price
payable at closing would be increased or decreased by the amount
of such difference on a dollar-for-dollar basis.  At closing, the
net asset value was $2,176,411 and therefore the initial purchase
price of $8,250,000 was increased by $327,807.  The asset sale
contemplated by the Agreement closed on October 9, 2009.

The Company is currently in default on notes that mature before
November 10, 2009.  The Company said $1,364,219 of this debt was
paid in October 2009 and the Company intends to convert the
remaining debt into equity.  In the subsequent period ended as of
November 10, 2009, the related party debt holders agreed to
convert an aggregate of $3,822,638 of debt and $492,704 of accrued
interest into an aggregate of 17,261,368 shares of common stock at
a conversion price of $0.25 per share.  The effect of these
conversion will be a expense of roughly $7,060,000 based on the
intrinsic value of the company stock compared to the exercise
price.  As of November 16, 2009, the shares have not yet been
issued.


NORBERTO SEDA ORTIZ: Auto Dealer Owner's Discharge Upheld
---------------------------------------------------------
WestLaw reports that "out of trust" sales of automobiles by the
president of an automobile dealership, through sale of automobiles
and failure to remit the proceeds to the lender in default of a
floorplan line of credit under a financing security agreement, had
not been made through actual fraud, false pretenses, or false
statements, as required to exempt the president's debt from
discharge.  The creditor knew of the dealership's financial
disarray even before the debtor became the dealership's president
and opted to carry on doing business with the dealership, those
sales had occurred merely through gross mismanagement of the
dealership, and the dealership's payments merely were late or were
made with insufficient funds' checks.  Mitsubishi Motor Sales of
Caribbean, Inc. v. Ortiz, --- F.Supp.2d ----, 2009 WL 3334925 (D.
P.R.).

Norberto Seda Ortiz (the Debtor) is the President, majority
stockholder and personal guarantor of Mitsubishi and Hyundai
dealer Lunor, Inc.  Documents signed by the Debtor, his wife, and
Lunor promise Mitsubishi that they had the means and intention to
pay for all the units sold under the security agreements and that
they would honor the guarantees, as agreed, and Lunor was granted
the possession of the vehicles for their sale for the benefit of
secured grantor Mitsubishi.

On October 21, 2002, the Debtor and his wife filed a voluntary
Chapter 11 petition (Bankr. D. P.R. Case No. 02-_____) after the
business relationship with Mitsubishi turned sour due to several
factors, such as, poor administration of the business; interoffice
loans; the issuance of bad checks; and, the Debtor's sudden
interest in the insurance business.

As of June 2001, Lunor's out of trust sales' debt was
approximately $1.5 million.  Mitsubishi tried to work out a
repayment plan with the owners of Lunor to no avail, as the
collaterals offered by Lunor had no equity.  As of March 2006, the
out of trust sales' debt well exceeded the $2 million amount.

On April 16, 2003, Mitsubishi sued (Bankr. D. P.R. Adv. Pro. No.
03-0060) the Debtors asking that its $2 million debt be exempted
from discharge, as provided by 11 U.S.C. Sec. 523(a)(2)(A) for
obtaining money or credit by false pretenses and representations;
523(a)(2)(B) for obtaining money or credit through a written
statement that is materially false; 523(a)(4) for fraud, and
523(a)(6) for willful and malicious injury to Mitsubishi's
property and security interest.  At the conclusion of the
presentation of evidence, the bankruptcy court dismissed the
action as to the Debtor's wife, and then ruled against Mitsubishi
as to the Debtor.  The Honorable Enrique S. Lamoutte  concluded
that "[t]he preponderance of the evidence does not show [the
Debtor] intended to cause injury to Mitsubishi.   *   *   *    The
evidence shows that the corporation, Lunor, through its officers
[and] shareholders, breached the financial agreement and caused
substantial economic harm to Mitsubishi.   *   *   *    However,
this mismanagement does not warrant that the corporate debt be
deemed non-dischargeable. . . ."

Mitsubishi appealed to the District Court (D. P.R. Case No. 07-
1643), and the Honorable Daniel R. Dominquez affirmed the
Bankruptcy Court's decision.


NORTEL NETWORKS: EU Signs Off On Avaya-Nortel Deal
--------------------------------------------------
Law360 reports that the European Union's antitrust watchdog has
given its blessing to Avaya Inc.'s proposed $915 million purchase
of Nortel Networks Corp.'s enterprise solutions business.

Avaya announced November 11 it was granted early termination o
the antitrust waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, for the company's proposed
acquisition of Nortel's enterprise solutions business.

Avaya also received regulatory clearance for the proposed
transaction from the Canadian Competition Bureau.  The Competition
Bureau issued a no action letter, indicating that it does not have
grounds to challenge the proposed transaction under the
Competition Act.

Avaya expects to close the transaction in December 2009.

U.S. and Canadian bankruptcy courts on September 16 approved the
sale of Nortel Networks' Enterprise Solutions business to Avaya
Inc.  Avaya emerged the winning bidder at the auction where it
offered to pay US$900 million in cash to Nortel, with an
additional pool of US$15 million reserved for an employee
retention program.  Avaya originally offered US$475 million.

                      About Avaya Inc.

Avaya, Inc., based in Basking Ridge, New Jersey, is a supplier of
communications systems and software for enterprise customers.
The company -- http://www.avaya.com/-- provides unified
communications, contact centers, and related services directly and
through its channel partners to leading businesses and
organizations around the world.

The Troubled Company Reporter stated on Sept. 16, 2009, that
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B' corporate credit rating, on Avaya, Inc., on
CreditWatch with negative implications, following the Company's
announcement that it has been accepted as the buyer of Nortel
Networks Corp.'s Enterprise Solutions businesses.

                   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)


NORTEL NETWORKS: Ciena Corp. Sweetens Ethernet Offer to $714MM
--------------------------------------------------------------
Ciena Corp. has sweetened its bid for Nortel Networks Corp's
optical networking and carrier ethernet business to $714 million,
as the auction for these assets entered its third day, Reuters
reported, citing sources familiar with the matter.

According to the report, Ciena's new bid now consists of $500
million in cash and $214 million in convertible notes, the sources
said, speaking on condition of anonymity since details of the
auction have not been made public.

Nortel Networks began an auction for its metro Ethernet networks
business November 20, where Ciena Corp. was the stalking horse
bidder.  Under the court-approved bidding process, Ciena started
the auction with its offer to pay $390 million cash plus 10
million shares of its stock worth almost $140 million.

A competing bid came from Nokia Siemens Networks, various sources
reported.  Nokia Siemens submitted its bid with One Equity
Partners LLC.

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)


NORTH CAROLINA MEDICAL: Fitch Upgrades Ratings on Bonds to 'BB+'
----------------------------------------------------------------
Fitch Ratings has upgraded to 'BB+' from 'BB-' the rating on
approximately $46.5 million North Carolina Medical Care Commission
Hospital revenue bonds (Maria Parham Hospital Project) series
2003.  The Rating Outlook is revised to Stable from Positive.

The upgrade reflects Maria Parham Healthcare Association, Inc.'s
(Maria Parham) significant strengthening of its balance sheet over
the past three fiscal years, stable operating performance, and
sustained market presence.  An investment grade rating is
precluded by significant losses at employed physician groups, high
debt position, weak payor mix, and poor economic indicators in the
primary service area.

At fiscal year end Sept.  30, 2009, Maria Parham's $25 million of
unrestricted cash and investments amounted to 131.3 days cash on
hand and 52.8% of long-term debt.  These liquidity ratios improved
dramatically over FY2006 levels of 50.8 days cash on hand and
18.1% of long-term debt.  Driving the increased liquidity are
improved earnings and cash flow, strong receivable collections
(with days in accounts receivable at an impressive 34.5 days as of
Sept.  30, 2009), and moderating capital expenses.  While Maria
Parham produced small negative operating margins of -0.7% and -
0.8%, respectively, during the past two years, operations have
stabilized since several years of losses prior to that point.
Factors leading to the enhanced operations include effective cost
controls for supplies, lower contracted labor usage, and
satisfactory payment rates from commercial health plans.  Coverage
levels have also improved dramatically since the rate covenant
violation in FY2005.  For the un-audited FY 2009 period, coverage
of maximum annual debt service by EBITDA (earnings before
interest, taxes, depreciation and amortization) was 1.8 times.
Additional credit strengths for Maria Parham are its updated
patient units, minimal capital needs, and effective executive
leadership.

Management reported that Maria Parham's primary service area
inpatient market share remains stable at about 58%.  While the
hospital's financial performance is improved, Maria Parham
continues to subsidize its employed physician groups.  The groups
lost $1.3 million in FY2008 and another $1.6 million in FY2009 on
an un-audited basis.  These physicians are strategically important
to the hospital in terms of programs offered and revenues
generated through their business activity.  Management expects
future losses to moderate, but are not likely to be eliminated.
Fitch remains concerned about the subsidies, but does not expect
them to further impact overall system performance.  Maria Parham's
heavy debt position is evidenced by a high 4.7% MADS as a percent
of total revenue and 54.1% debt-to-capitalization in FY2009.
Maria Parham's payor mix is indicative of its economically
challenged service area and limits operating profitability
potential.  Medicaid reimbursements accounted for 17.5% of gross
revenues in FY2009.  Furthermore, Maria Parham relies upon
Medicaid disproportionate share funds of about $1.5 million-
$2 million per year to support earnings, and bad-debt expenses
account for an extremely high 17.5% of revenues in FY2009.

Unemployment rates in its primary service area, which consists of
Vance and Warren counties, continue to remain high at 13% and
12.7%, respectively, as estimated by the Bureau of Labor
Statistics for September 2009.  This is compared to the state of
North Carolina's unemployment rate of approximately 10.4% for the
same period.  Additionally, according to the U.S. Census Bureau,
Vance County's 2007 median household income of $33,525 is only 75%
of the state of NC's $44,772.  Warren County's 2007 median
household income of $30,267 is only 68% of NC's.

The Stable Outlook reflects Fitch's expectation that financial
operations remain consistent with FY2009's levels and that
physician group subsidies do not weaken system-wide performance.

Maria Parham Healthcare Association serves as the parent
corporation and controls operations at the only other member of
the obligated group, Maria Parham Medical Center.  Maria Parham
Medical Center is a 102-licensed bed acute care hospital located
in Henderson, NC, approximately 45 miles north of Raleigh.  Total
annual revenue for the consolidated organization equaled
$89 million in FY2009.  Maria Parham covenants to disclose both
annual and quarterly financial information to the Municipal
Securities Rulemaking Board's EMMA system.  Maria Parham discloses
annual and quarterly information through Digital Assurance
Certification, LLC.  Disclosure has been thorough and timely and
has included balance sheet, income statement, cash flows, and
utilization data, but no management discussion and analysis.


OLD MERRILL DEVELOPMENT: Case Summary & 3 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Old Merrill Development, L.L.C.
        56 Andover Street
        Lawrence, MA 01841

Bankruptcy Case No.: 09-44917

Chapter 11 Petition Date: November 18, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Law Office of Timothy Mauser, Esq.
                  Suite 240, One Center Plaza
                  Boston, MA 02114
                  Tel: (617) 338-9080
                  Fax: (617) 275-8990
                  Email: tmauser@mauserlaw.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 $2,250,000
and total debts of $2,125,000.

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

            http://bankrupt.com/misc/mab09-44917.pdf

The petition was signed by Bernhard A. Arciero, manager of the
Company.


OPAL CONCEPTS: Court Dismisses Chapter 11 Reorganization Case
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
dismissed the bankruptcy cases of Opal Concepts Inc. and its
debtor-affiliates.

Howard M. Ehrenberg, the responsible officer, is authorized to
make the distributions to creditors, and to the holders of allowed
priority claims.

Opal Concepts Inc. used to manage Fantastic Sams, one of the
largest franchised hair salon chains in the country with
approximately 1,300 salons operating under its name.  The Company
and its affiliates filed for bankruptcy on July 16, 2002 (Bankr.
C.D. Calif. Case No. 02-15441).  Michael A. Morris, Esq., of Los
Angeles, Calif., represented the Debtors in their restructuring
efforts.  Ames Davis, Esq., of Nashville, Tenn., and Derek W
Edwards, Esq., at Waller Lansden Dortch & Davis, represent the
Joint Committee of Creditors.  The Debtors no longer have business
operations after selling substantially all of their assets.
Howard M. Ehrenberg is the Debtors' sole employee and responsible
person handling the Debtors' estates.


OPUS SOUTH: Asks for March 1 Extension to Lease Decision Period
---------------------------------------------------------------
Opus South Corp. and its units ask the U.S. Bankruptcy Court for
the District of Delaware to extend the time within which they may
assume and assign, or reject all unexpired non-residential real
property leases, through and including March 1, 2010.  In
addition, the Debtors seek an interim order temporarily granting
an extension of the lease decision period until the Court enters
a final ruling on their request.

The Opus South Debtors' Lease Decision Period was previously
extended from August 20, 2009, to November 18, 2009.

Victoria W. Counihan, Esq., at Greenberg Traurig LLP, in
Wilmington, Delaware, relates that over the past few months since
the Petition Date, the Debtors have focused their efforts on
marketing and selling or otherwise disposing of their various
real estate and other assets, as well as upon reducing expenses,
dealing with business operational issues, and addressing a
variety of other issues in their Chapter 11 cases.

However, due to the numerous issues that have required the
Debtors' attention and given the current economic climate, the
Debtors need additional time to determine if the Leases have
value to their estates, Ms. Counihan explains.  She notes that
the Debtors are meeting their postpetition monetary obligations
under the Leases, and intend to continue postpetition performance
pending a decision on assumption or rejection.  Accordingly, she
submits that the lessors will suffer no prejudice from an
extension.

"If the Debtors fail to obtain the requested extension, such
failure may be to the economic detriment of the estates and may
frustrate the Debtors' efforts to maximize the value of the
estates," Ms. Counihan points out.

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: Critical Employees Bonus Program Approved
----------------------------------------------------
The Bankruptcy Court has approved the Opus West Corp. and its
units' bonus program for certain of their remaining critical
employees for the period from October through December 2009.  The
maximum cost of the Bonus Program is $125,000.  All bonuses under
the Bonus Program will be payable on or after January 1, 2010.

In order to be eligible to receive his or her bonus, a "Critical
Employee" must be employed as of December 31, 2009.  If a
Critical Employee is terminated involuntarily or voluntarily
terminates his or her employment on or prior to December 31, 2010
no bonus will be payable to that Critical Employee.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that over the past year, the Opus West
Debtors have gradually reduced their employee levels from
approximately 400 employees one year ago to 37 employees as of
the Petition Date.  He reveals that about 21 of the Remaining
Employees are critical to the Debtors' operations during these
Chapter 11 cases for at least the next four months.

The Critical Employees consist of 11 employees in the accounting
and information technology department, two employees in the sales
and finance department, and two in the legal department.

Mr. Jessup says that the Critical Employees perform a variety of
functions and services necessary for the Debtors to continue to
operate postpetition and to maximize the value of their assets
for the benefit of their creditors.  Among other things, the
Employees:

  (a) collect receivables and other amounts owed to the Debtors;

  (b) process and pay accounts payable and other expenses;

  (c) comply with various financial, accounting and other
      reporting requirements;

  (d) process and prepare various tax returns;

  (e) maintain information networks and desktop support;

  (f) handle various legal matters;

  (g) work with the Debtors' professionals and consultants;

  (h) assist in the sale or other disposition of the Debtors'
      assets, including various due diligence and information
      gathering activities; and

  (i) perform a number of bookkeeping, office and administrative
      services relating to Debtors' businesses and operations.

The Debtors have adopted an Employee Bonus Program that is
designed to retain and incentivize the Critical Employees.  Mr.
Jessup says that the Bonus Program for Non-Insider Critical
Employees is designed primarily as a retention bonus plan, while
the Bonus Program for the Insider Critical Employees is designed
primarily as a performance-based incentive bonus plan.

The Debtors believe that 14 of the 15 Critical Employees are not
"insiders" as the term is defined under Section 101(31) of the
Bankruptcy Code.  Claire Janssen, the Debtors' Chief Financial
Officer and a critical employee of the Debtors, may qualify as an
"insider" of the Debtors.

The Debtors estimate that under the Bonus Program, they will pay
approximately $48,437 in retention bonuses for October 2009, and
approximately $40,562 for November 2009, to the Non-insider
Critical Employees.  With respect to the performance bonus for
the Debtors' Chief Financial Officer, the CFO may qualify for a
monthly performance bonus of up to $7,916.

The maximum cost of the Bonus Program for the two-month period
is estimated to aggregate $104,833.

Mr. Jessup relates that the amount of the monthly bonus for the
CFO will be determined by John Greer, a representative of the
Debtors' Chief Restructuring Officer, based on an evaluation of
the CFO's work during that particular month using a performance
criteria.  Mr. Greer is not a participant in the Bonus Program
and is otherwise disinterested and able to render a fair and
impartial evaluation of the CFO's monthly performance, Mr. Jessup
assures the Court.  Any performance bonus that is earned by the
CFO during any given month would be earned and payable as of the
last day of that month.

Mr. Jessup asserts that the Bonus Program will help improve
employee morale, which currently is very low in light of the
significant reductions in force over the past year, unpaid
bonuses earned prior to the bankruptcy, the pending termination
of their jobs at the end of the Chapter 11 cases as well as the
added pressure, uncertainty and responsibility resulting from the
filing of the Chapter 11 cases.

                     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 SOUTH: Greenberg Traurig Charges $333,000 for Sept. Work
-------------------------------------------------------------
Greenberg Traurig LLP seeks fees, aggregating $333,115, and the
reimbursement of expenses, totaling $18,137, for services it
rendered to the Opus South Debtors for the month of September
2009.  Greenberg Traurig is the Opus South Debtors' local
counsel.

In a separate filing, Greenberg Traurig seeks $160,000 for
compensation incurred in connection with the sale of certain
assets of Debtors Waters Edge One LLC and 400 Beach Drive LLC.
The amount is to be paid by Wachovia Bank N.A., as agent for the
Lender Group, as mortgagee on the Waters Edge Loan.  Greenberg
Traurig subsequently certified that no objections or responses
were asserted as to the Waters Edge Fee Application as of
November 17, 2009.

In a separate filing, Greenberg Traurig certified that no
objections were lodged against its August 2009 monthly fee
application.  Under the August Fee Application, Greenberg Traurig
sought $155,401 in fees and $10,509 as reimbursement of expenses.

                       Court Oks Applications

The Court approves the April 22 to July 31, 2009 monthly fee
applications of Greenberg Traurig and Landis Rath & Cobb LLP.

                         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)


PACIFIC LIFESTYLE: Has Until February 26 to File Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington,
in its third order, extended Pacific Lifestyle Homes, Inc.'s
exclusive periods to file a Chapter 11 Plan until Feb. 26, 2010.

The Court extended the Debtor's time to solicit acceptances of the
Plan until April 30, 2010.

Based in Vancouver, Washington, Pacific Lifestyle Homes, Inc. is a
homebuilder throughout Southwest Washington and Northern Oregon.
The company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr.
W.D. Wash. 08-45328).  Brian A. Jennings, Esq., at Perkins Coie
LLP, in Seattle; Jeanette L. Thomas, Esq., and Steven M. Hedberg,
Esq., at Perkins Coie LLP, in Portland, Oregon, represent the
Debtor in the Chapter 11 case.  John R. Knapp, Jr., Esq., at
Cairnross & Hempelmann PS, represent the official committee of
unsecured creditors.  When the Debtor filed for protection from
its creditors, it listed between $50 million and $100 million each
in assets and debts.


PECANS OF QUEEN: Can Hire Michael W. Carmel as Bankruptcy Counsel
-----------------------------------------------------------------
The Pecans of Queen Creek, L.L.C., sought and obtained permission
from the Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for
the District of Arizona to employ Michael W. Carmel, Ltd., as
bankruptcy counsel.

Michael W. Carmel will:

     a) advise the Debtor on its powers and duties;

     b) prepare on behalf of the Debtor the necessary
        applications, answers, orders, reports and other legal
        papers; and

     b) perform other legal services for the Debtor which may be
        necessary, and is necessary for the Debtor to employ an
        attorney for these professional services.

Michael W. Carmel will be paid $495 per hour, while the firm's
paralegals will be paid $125 per hour.

The Debtor assured the Court that Michael W. Carmel doesn't have
interests adverse to the interest of the Debtors' estates or of
any class of creditors and equity security holders.  The Debtor
maintained that Michael W. Carmel is a "disinterested person" as
the term is defined under Section 101(14) of the Bankruptcy Code.

The Pecans Of Queen Creek, LLC, is based in Tempe, Arizona.  The
Company filed for Chapter 11 bankruptcy protection on November 13,
2009 (Bankr. D. Ariz. Case No. 09-29332).  Michael W. Carmel,
Esq., at Michael W. Carmel, Ltd., assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


PECANS OF QUEEN: Sec. 341 Meeting Set for December 17
-----------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of The
Pecans of Queen Creek, LLC's creditors on December 17, 2009, at
2:30 p.m. US Trustee Meeting Room, 230 N. First Avenue, Suite 102,
Phoenix, AZ.

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.

The Pecans Of Queen Creek, LLC, is based in Tempe, Arizona.  The
Company filed for Chapter 11 bankruptcy protection on November 13,
2009 (Bankr. D. Ariz. Case No. 09-29332).  Michael W. Carmel,
Esq., at Michael W. Carmel, Ltd., assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


PETCO ANIMAL: Bank Debt Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which PETCO Animal
Supplies Stores, Inc., is a borrower traded in the secondary
market at 94.25 cents-on-the-dollar during the week ended Friday,
Nov. 20, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.54 percentage points from the previous week, The Journal
relates.  The loan matures on Sept. 26, 2013.  The Company pays
200 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
178 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Nov. 20.

The Troubled Company Reporter said on June 29, 2009, that Moody's
affirmed PETCO Animal Supplies Stores, Inc.'s Corporate Family
Rating at B2; Probability of Default Rating at B2; $686 million
senior secured term loan due 2013 at B1 (LGD 3, 33%), and changed
the outlook to stable from negative.

PETCO Animal Supplies, Inc., headquartered in San Diego,
California, is a specialty retailer of premium supplies, food and
services for household pets.  The Company operates about 1,000
stores in all 50 U.S. states.  Revenues were about $2.6 billion
for the last twelve months ending May 2, 2009.


PHOENIX FOOTWEAR: Faces Nov. 30 Deadline to Repay Wells Fargo Loan
------------------------------------------------------------------
Effective November 5, 2009, Phoenix Footwear Group, Inc., and its
subsidiaries together with Wells Fargo Bank, National Association,
entered into a Fifth Amendment to Credit and Security Agreement.

The Fifth Amendment amends and modifies certain terms of the
Credit and Security Agreement dated June 10, 2008, as amended by
forbearance agreements and prior amendments to the Credit and
Security Agreement among Phoenix Footwear and its subsidiaries and
Wells Fargo.

Under the Fifth Amendment, these changes were made to the Credit
Agreement:

     -- The borrowing base has been changed by decreasing the
        inventory sublimit to $2.1 million; and

     -- The percentage of Eligible Inventory included in the
        borrowing base has been reset to 41% and the 1% daily
        reductions included in the Fourth Amendment have been
        eliminated.

Under the Fourth Amendment, Wells Fargo agreed, during a
forbearance period, to refrain from exercising any rights and
remedies which it is or may become entitled to as a result of the
existing past financial covenant defaults.  The forbearance period
began on July 9, 2009, and -- provided the Company meets certain
conditions -- ends on October 23, 2009, with various automatic
extensions of the maturity date to November 30, 2009, subject to
earlier termination at the election of Wells Fargo in the event of
an occurrence of any event of default under the Credit Agreement
other than the Specified Events of Default, and subject to
automatic termination in the event of the occurrence of certain
insolvency proceedings involving Phoenix Footwear or its
subsidiaries.

As of November 11, 2009, the Company had $2.6 million outstanding
under the Credit Agreement with remaining availability of
$257,000.  The Company is engaged in discussions with several
different financing sources to provide the Company with proceeds
to repay in full its revolving line of credit debt on or before
November 30, 2009.  There is no assurance, however, that the
Company will be able to obtain such a facility on acceptable terms
and covenants or when and if the Company will be able to repay its
current facility in full.  If the Company is unable to complete a
financing transaction prior to November 30, 2009, the Company
plans to seek a fourth extension of the forbearance period so that
it may complete such a transaction.  There is no assurance that it
will be granted or the terms and conditions thereof. If such a
request is not granted, Wells Fargo may accelerate the Company's
indebtedness or foreclose on its assets.

A full-text copy of the Fifth Amendment is available at no charge
at http://ResearchArchives.com/t/s?49f5

                     3rd Quarter 2009 Results

Phoenix Footwear reported net earnings of $60,000 for the three
months ended October 3, 2009, from a net loss of $2,118,000 for
the three months ended September 27, 2008.  For the nine months
ended October 3, 2009, the Company posted wider net loss of
$8,017,000 from a net loss of $4,557,000 for the nine months ended
September 27, 2008.

The Company posted lower net sales of $5,453,000 for the three
months ended October 3, 2009, from $8,028,000 for the three-month
period ended September 27, 2008.  Net sales were $15,505,000 for
the nine months ended October 3, 2009, from $23,650,000 for the
nine months ended September 27, 2008.

At October 3, 2009, the Company had $13,242,000 in total assets,
including $207,000 in cash and cash equivalents, against
$9,811,000 in total liabilities.

Recently the Worker, Homeownership and Business Assistance Act of
2009 was enacted.  The Act provides for an election for federal
taxpayers to increase the carry back period for an applicable net
operating loss to 3, 4 or 5 years.  Accordingly, the Company is
applying for a refund of approximately $2.0 million with the
Internal Revenue Service.  The Company expects to receive these
funds in the next 45 days from November 16, which will be applied
to increase the Company's liquidity and working capital.

                           Going Concern

In its quarterly report on Form 10-Q, the Company said, "We have
incurred net losses for the last two fiscal years and the first
two quarters of fiscal 2009 and have been in continuing default on
our existing credit facility since September 29, 2008.  As a
result, . . . our independent registered public accounting firm
included an explanatory paragraph in their report on our fiscal
2008 financial statements related to the uncertainty of our
ability to continue as a going concern.  Unless Wells Fargo agrees
to extend the current forbearance period past November 30, 2009 or
we can complete a refinancing prior to that date, as of and after
November 30, 2009, Wells Fargo can demand repayment of its debt
and foreclose on our assets.  This raises substantial doubt about
our ability to continue as a going concern."

"Based upon current and anticipated levels of operations
(including continuing revenue and normal trade credit),
anticipated continued borrowing availability under the Wells Fargo
revolving line of credit and in the absence of a demand for
repayment by Wells Fargo and continuing extensions of the
forbearance period, we believe we have sufficient liquidity from
our cash flow from operations, and availability under our
revolving line of credit, to meet our debt service requirements
and other projected cash needs for the next twelve months," the
Company added.

                      NYSE Amex Notice Update

On October 9, 2009, the Company received a notice from the NYSE
Amex LLC, indicating that as of its quarter ended July 4, 2009,
the Company failed to meet one of the continued listing standards
of the NYSE Amex.  Specifically, the letter stated that the
Company is not in compliance with Section 1003(a)(ii) of the NYSE
Amex Company Guide, with stockholders' equity of less than
$4,000,000 and losses from continuing operations and/or net losses
in three of its four most recent fiscal years.

On November 9, 2009, the Company submitted a plan to the NYSE Amex
addressing how it intends to regain compliance with this continued
listing standard by April 11, 2011.  The plan must be approved by
the NYSE Amex in order for the Company to maintain its listing.
The policy of the NYSE Amex is to make a determination within 45
days of a company's submission of a plan for compliance as to
whether the company has made reasonable demonstration in the plan
of an ability to regain compliance with the continued listing
standards within the requisite time frame.  The NYSE Amex may
either accept the plan, at which time the Company will be subject
to ongoing monitoring for compliance with the plan, or not accept
the plan and initiate delisting proceedings.  There can be no
assurance that the NYSE Amex will accept any plan that the Company
submits or that, if it does accept any such plan, the NYSE Amex
will not subsequently initiate delisting proceedings as a result
of the NYSE Amex's compliance monitoring with respect to that plan
or otherwise.

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?49f3

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?49f4

                  About Phoenix Footwear Group

Phoenix Footwear Group, Inc., (NYSE Amex: PXG) headquartered in
Carlsbad, California, designs, develops and markets men's and
women's footwear and accessories.  Phoenix Footwear's brands
include Trotters(R), SoftWalk(R) and H.S. Trask(R).  The brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.


PHOENIX FOOTWEAR: Tannenbaum, Greenwood Disclose 17.4% Stake
------------------------------------------------------------
Steven Tannenbaum, Greenwood Investments, Inc., Greenwood Capital
Limited Partnership and Greenwood Investors Limited Partnership
disclose that as of November 11, 2009, they beneficially own in
the aggregate 1,462,050 shares of Common Stock of Phoenix Footwear
Group, Inc., representing roughly 17.4% of such class of
securities.

Mr. Tannenbaum is the President of Greenwood Investments, which is
the sole general partner of each of Greenwood Capital and
Greenwood Investors.

Greenwood Capital beneficially owns 740,500 shares of Common Stock
representing approximately 8.8% of the class.  Greenwood Investors
beneficially owns 721,550 shares of Common Stock representing
approximately 8.6% of the class.  Each of the General Partner, as
the sole general partner of each of Greenwood Capital and
Greenwood Investors, and Mr. Tannenbaum, as the president of the
General Partner.

A total of 8,382,762 shares of Phoenix Footwear Common Stock is
outstanding as of August 10, 2009.

                  About Phoenix Footwear Group

Phoenix Footwear Group, Inc., (NYSE Amex: PXG) headquartered in
Carlsbad, California, designs, develops and markets men's and
women's footwear and accessories.  Phoenix Footwear's brands
include Trotters(R), SoftWalk(R) and H.S. Trask(R).  The brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.


PINNACLE FOODS: Moody's Reviews 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service placed the Corporate Family Rating, debt
instrument ratings and Speculative Grade Liquidity assessments of
Pinnacle Foods Finance, LLC, under review for possible downgrade
following The announcement that Pinnacle's wholly-owned
subsidiary, Pinnacle Foods Group, has signed a definitive
agreement to acquire Birds Eye Foods, Inc., in a transaction
valued at $1.3 billion.

    Ratings and Assessments under Review for Possible Downgrade

Pinnacle Foods Finance LLC:

* Corporate Family Rating (Domestic) at B3;
* Senior Unsecured (Domestic) at Caa2;
* Senior Subordinate (Domestic) at Caa2;
* Senior Secured Bank Credit Facility (Domestic) at B2;
* Speculative Grade Liquidity Rating at SGL-2;
* LGD Senior Secured Bank Credit Facility (Domestic) LGD3 - 37%;
* LGD Senior Unsecured (Domestic) LGD5 - 85%;
* LGD Senior Subordinate (Domestic) LGD6 - 94%;
* Probability of Default Rating at B3.

Pinnacle expects to fund the transaction with a combination of
senior secured debt, senior unsecured bonds, and an equity
contribution from private equity firm, The Blackstone Group -- its
controlling shareholder.

Moody's review will focus on the near- and intermediate-term
affects of the transaction on debt protection measures, the
company's integration plan, details of anticipated cost synergies,
and overall strategic fit.  Moody's will also examine the
contemplated financing plan to assess the rating implications of
the transaction on individual security classes.

"While the equity contribution from Blackstone should moderate
financial leverage resulting from the deal, Moody's will need to
consider the business fundamentals of Pinnacle and Birds Eye on a
combined basis, and review deal terms in detail before Moody's can
determine whether any of the ratings will be affected," commented
Moody's Senior Analyst, Brian Weddington.

The last rating action on March 9, 2007, assigned the current
ratings for Pinnacle Foods Finance LLC upon its acquisition by The
Blackstone Group for approximately $2.2 billion in cash and the
assumption of certain obligations.

Headquartered in Mountain Lakes, New Jersey, Pinnacle Foods
Finance LLC -- through its wholly-owned operating company,
Pinnacle Foods Group -- manufactures and markets branded
convenience food products in the US and Canada.  Its brands
include Hungry-Man and Swanson Dinners, Vlasic pickles, Mrs.
Paul's and Van de Kamp's frozen prepared sea food, Aunt Jemima
frozen breakfasts, Log Cabin and Mrs.  Butterworth's syrup and
Duncan Hines cake mixes.  Net sales for the twelve months ended
September 2009 approximated $1.65 billion.  Substantially all of
the capital stock of Pinnacle Foods Finance LLC is owned by
investment funds associated with or designated by The Blackstone
Group.

Birds Eye Foods, Inc., based in Rochester, New York, is a
processor and distributor of various branded, private label and
food service products, including frozen vegetables, frozen meals,
and specialty foods.  The company's net revenues were $921 million
for the twelve months ended September 2009.


PRICE OIL COMPANY: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Price Oil Company, Inc.
          dba Prices Truck Stop
        PO Box 1026
        Roswell, NM 88201

Bankruptcy Case No.: 09-15310

Chapter 11 Petition Date: November 20, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: R Trey Arvizu III, Esq.
                  PO Box 1479
                  Las Cruces, NM 88004-1479
                  Tel: (575) 527-8600
                  Fa: (575) 527-1199
                  Emxail: arvizulawoffices@qwestoffice.net

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

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

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/nmb09-15310.pdf

The petition was signed by T.E. Price Jr., president of the
Company.


RANCHER ENERGY: Delays Filing of Form 10-Q for 2009 Third Quarter
-----------------------------------------------------------------
Rancher Energy Corp. disclosed in a regulatory report on
November 16, 2009, that its quarterly report on Form 10-Q for the
period ended September 30, 2009, could not be filed within the
prescribed time period due to the financial statements not being
completed in the time period necessary for current filing.

For the three months ended June 30, 2009, net loss was $2,239,875,
compared with a net loss of $3,900,016 in the same period of 2008.

At June 30, 2009, the Company's consolidated balance sheets showed
$34,066,545 in total assets, $12,316,083 in total liabilities, and
$21,750,462 in total shareholders' equity.

The Company had current assets of $1,083,445 and current
liabilities of $11,112,081 at June 30, 2009, resulting in a
working capital deficit of $10,028,636.  The Company had a working
capital deficit of $8,802,643 at March 31, 2009.

A full-text copy of the Company's Form 10-Q for the three months
ended June 30, 2009, is available for free at:

                   http://researcharchives.com/t/s?49fd

Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka
Metalix, Inc., develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


READER'S DIGEST: Refutes U.S. Trustee's Criticism of Plan
---------------------------------------------------------
According to Law360, the Reader's Digest Association Inc. has
argued that it should be allowed to continue with its cash
management plan, despite a U.S. trustee's concerns that estate
money might be kept in institutions that are not authorized
depositories.

Reader's Digest 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)


REALOGY CORP: Bank Debt Trades at 16% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy
Corporation is a borrower traded in the secondary market at 84.46
cents-on-the-dollar during the week ended Friday, Nov. 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.43
percentage points from the previous week, The Journal relates.
The loan matures on Sept. 30, 2013.  The Company pays 300 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating and Standard & Poor's CCC- rating.
The debt is one of the biggest gainers and losers among 178 widely
quoted syndicated loans with five or more bids in secondary
trading in the week ended Nov. 20.

As reported by the Troubled Company Reporter on Nov. 16, 2009,
Realogy Corporation reported net income of $59 million for the
three months ended September 30, 2009, from a net loss of
$49 million for the same period a year ago.  The Company posted a
net loss of $215 million for the nine months ended September 30,
2009, from a net loss of $209 million for the same period a year
ago.

Net revenues were $1.169 billion for the three months ended
September 30, 2009, from $1.341 million for the same period a year
ago.  Net revenues were $2.884 billion for the nine months ended
September 30, 2009, from $3.780 billion for the same period a year
ago.

At September 30, 2009, the Company had total assets of
$8.067 billion against total liabilities of $9.011 billion,
resulting in $944 million in stockholders' deficit.  The
September 30 balance sheet showed strained liquidity: The Company
had $863 million in total current assets against $1.562 billion in
total current liabilities.

As of September 30, 2009, Realogy had access to $736 million of
its $750 million revolving credit facility.  The Company also had
$161 million of readily available cash, which is included in cash
and cash equivalents of $192 million.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended Dec. 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

At March 31, 2009, Realogy had $8.62 billion in total assets,
$9.62 billion in total liabilities, and $997 million in
stockholders' deficit.


RITE AID: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Rite Aid
Corporation is a borrower traded in the secondary market at 85.71
cents-on-the-dollar during the week ended Friday, Nov. 20, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.6.3
percentage points from the previous week, The Journal relates.
The loan matures on May 25, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 178 widely
quoted syndicated loans with five or more bids in secondary
trading in the week ended Nov. 20.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.

As reported by the Troubled Company Reporter on Oct. 21, 2009,
Moody's affirmed Rite Aid's 'Caa2' corporate family and
probability of default ratings.  Standard & Poor's also affirmed
the 'B-' corporate credit rating, and the outlook is stable.


ROGER RAY: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: Roger Ray
               Kay Ray
                 aka Kay Lynn Lyon
               1103 Pebble Beach Drive
               Mansfield, TX 76063

Bankruptcy Case No.: 09-47324

Chapter 11 Petition Date: November 18, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.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 $2,253,695,
and total debts of $3,216,369.

A full-text copy of the Debtors' petition, including a list of
their 18 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/txnb09-47324.pdf

The petition was signed by the Joint Debtors.


RLL LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: RLL, LLC
        324 Kietzke Lane
        Reno, NV 89502

Bankruptcy Case No.: 09-54136

Chapter 11 Petition Date: November 19, 2009

Court: United States Bankruptcy Court
       Ce District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Jeffrey L. Hartman, Esq.
                  Hartman & Hartman
                  510 West Plumb Lane, Ste B
                  Reno, NV 89509
                  Tel: (775) 324-2800
                  Fax: (775) 324-1818
                  Email: notices@bankruptcyreno.com

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

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

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

The petition was signed by Louis Alessandria, co-manager of the
Company.


ROTHSTEIN ROSENFELDT: Judge Accused of Corruption
-------------------------------------------------
Law360 reports that a Florida tycoon has hurled a raft of
corruption allegations at the judge presiding over the
receivership of Rothstein Rosenfeldt & Adler PA, the firm facing
bankruptcy amid a Ponzi scheme scandal.

Rothstein Rosenfeldt Adler -- http://www.rra-law.com/-- is a law
firm.

Creditors of Florida law firm Rothstein Rosenfeldt Adler PA signed
a petition to send the law firm to bankruptcy (Bankr. S.D. Fla.
Case No. 09-34791).  The petitioners include Bonnie Barnett, who
says she lost $500,000 in legal settlement investments; Aran
Development, Inc., which said it lost $345,000 in investments; and
trade creditor Universal Legal, identified as a recruitment firm,
which said it is owed $7,800.  The creditors say they are owed
money invested in lawsuit settlements.


ROTHSTEIN ROSENFELDT: Money Disappeared from Accounts Last Month
----------------------------------------------------------------
The receiver for Rothstein Rosenfeldt Adler PA told the Bankruptcy
Court that had hundreds of millions of dollars disappear from the
law firm's accounts last month, Carlyn Kolker and Susannah Nesmith
at Bloomberg reported.

"Huge amounts of money were moved and removed in October," retired
Miami Judge Herbert Stettin, who is acting as receiver for the
firm, said.  "It almost defies logic."

Rothstein Rosenfeldt's co-founder Scott Rothstein has been
suspected of running a multimillion-dollar Ponzi scheme.  U.S.
authorities claimed in a civil forfeiture lawsuit filed Nov. 9
that Mr. Rothstein, the firm's former chief executive officer,
sold investments in non-existent legal settlements.  Mr. Rothstein
hasn't been charged criminally by U.S. authorities, who continue
to investigate the case.

Creditors of Rothstein Rosenfeldt Adler PA signed a petition to
send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors say they are owed money
invested in lawsuit settlements.


SBARRO INC: Posts $24.5 Million Net Loss for Sept. 27 Quarter
-------------------------------------------------------------
Sbarro, Inc., announced results of operations for the third
quarter and nine months ended September 27, 2009.

Revenues were $85.5 million for the quarter ended September 27,
2009 as compared to revenues of $91.9 million for the quarter
ended September 28, 2008.  The decrease in revenues was due to a
5.2% decrease in Company-owned comparable-unit sales and lost
sales from stores strategically closed, partially offset by sales
generated by new Company-owned stores opened in 2009 and 2008.
The decrease in comparable-unit sales primarily reflects continued
reduced mall traffic throughout the United States as a result of
the current economic environment.  Domestic franchise comparable-
unit sales declined 7.1% while international franchise comparable-
unit sales declined 27.3%, primarily due to the strengthening of
the U.S. Dollar relative to virtually all foreign currencies.
Without consideration for foreign currency fluctuations, the
international franchise comparable-unit sales decline would have
been 13%.

EBITDA, as calculated in accordance with the terms of the
Company's bank credit agreements, was $10.2 million for the
quarter ended September 27, 2009 as compared to $11.6 million for
the quarter ended September 28, 2008.  The decline was primarily
the result of the decline in Company-owned comparable-unit sales
and royalties on franchise sales, partially offset by cost savings
initiatives and reduced commodity costs during the quarter.

Net loss attributable to Sbarro, Inc. for the quarter ended
September 27, 2009 was $24.5 million as compared to a net loss of
$1.2 million for the quarter ended September 28, 2008.  Included
in the third quarter of 2009 net loss was goodwill and other
intangible asset impairments of $31.5 million offset by an income
tax benefit of $9.8 million.  Without consideration for impairment
charges and taxes, net loss attributable to Sbarro, Inc. increased
approximately $1.5 million.  This increase in net loss was
primarily the result of increased interest expense, a decrease in
comparable unit sales and royalties on franchise sales, partially
offset by cost savings initiatives and reduced commodity costs.

                 Year to Date Financial Results

Revenues were $245.2 million for the nine months ended September
27, 2009 as compared to revenues of $260.5 million for the nine
months ended September 28, 2008.  The decrease in revenues was
primarily due to a 5.0% decrease in Company-owned comparable-unit
sales and lost sales from stores strategically closed, offset by
revenues generated by new Company-owned stores opened in 2008 and
2009.  The decrease in comparable-unit sales primarily reflects
the reduced mall traffic throughout the United States as a result
of the current economic environment.  Domestic franchise
comparable-unit sales declined 5.4% while international franchise
comparable-unit sales declined 25.9%, primarily due to the
strengthening of the U.S. Dollar.  Without consideration for
foreign currency fluctuations, the international franchise
comparable-unit sales decline would have been 9%.

EBITDA, as calculated in accordance with the terms of the
Company's bank credit agreements, was $27.7 million for the nine
months ended September 27, 2009, as compared to $25.4 million for
the nine months ended September 28, 2008. The improvement was
primarily the result of cost savings initiatives and reduced
commodity costs, partially offset by the decline in Company-owned
comparable-unit sales and royalties on franchise sales during the
first three quarters of 2009.

Net loss attributable to Sbarro, Inc. was $36.7 million for the
first nine months of 2009 as compared to a net loss of
$8.9 million for the first nine months of 2008. Included in the
first nine months of 2009 net loss was goodwill and other
intangible asset impairments of $31.5 million offset by an income
tax benefit of $9.5 million.  Without consideration for impairment
charges and taxes, the net loss attributable to Sbarro, Inc.
increased approximately $900,000.  This increase in net loss was
primarily the result of a decrease in comparable unit sales and
royalties on franchise sales, partially offset by cost savings
initiatives and reduced commodity costs.

At September 27, 2009, the Company had $482.9 million in total
assets against total current liabilities of $32.2 million,
deferred rent of $6.04 million, deferred tax liability of
$77.3 million, due to former shareholders & other of
$12.2 million, accrued interest payable of $2.00 million and long-
term debt of $336.03 million.

The Company was in compliance with all covenants as calculated in
accordance with the terms of the Company's bank credit agreements
for the nine months ended September 27, 2009.

Peter Beaudrault, Chairman of the Board, President and CEO of
Sbarro, commented, "Our results for the first nine months of 2009
continue to be impacted by the current economic environment and
the strengthening of the U.S. Dollar; however, as a result of
aggressive cost controls and lower commodity costs, we were able
to produce higher year over year EBITDA for 2009 in line with
expectations as set forth in our amended credit agreement."

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?49ea

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

                         About Sbarro Inc.

Based in Melville, New York, Sbarro Inc. -- http://www.sbarro.com/
-- is the world's leading Italian quick service restaurant concept
and the largest shopping mall-focused restaurant concept in the
world.  Sbarro has 1,056 restaurants in 42 countries.

In July 2009, Moody's increased Sbarro's credit ratings to Caa1
from Caa2 on its Senior Credit Facility, affirmed its C rating on
its Senior Notes and affirmed its Ca rating on Corporate.


SEITEL INC: Files Form 10-Q for Q3 2009; Revenue Down 58%
---------------------------------------------------------
On November 16, 2009, Seitel, Inc., filed its quarterly report on
Form 10-Q for the period ended September 30, 2009.

The Company reported a net loss of $28.0 million for the three
months ended September 30, 2009, compared with a net loss of
$17.2 million in the same period in 2008.

Total revenue for the third quarter of 2009 was $19.5 million, a
decrease of $26.6 million, or 58%, from total revenue of
$46.1 million for the third quarter of 2008.  Revenue for the
third quarter of $19.5 million decreased by $26.6 million or 58%
as compared to the third quarter of 2008, primarily driven by a
$21.0 million or 64% decline in total resales from the Company's
seismic data library.

                          Balance Sheet

At September 30, 2009, the Company's unaudited consolidated
balance sheets showed $534.1 million in total assets,
$474.0 million in total liabilities, and $60.1 million in total
shareholders' equity.

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

                Liquidity and Capital Resources

As of September 30, 2009, the Company had $11.0 million in
consolidated cash, cash equivalents and short-term investments,
including $113,000 of restricted cash.  Effective August 28, 2009,
the Company terminated its U.S. revolving credit facility.  The
Company says it is currently seeking to replace this facility with
another source of financing.

The Company's wholly owned subsidiary, Olympic Seismic Ltd., has a
revolving credit facility which allows it to borrow up to
C$5.0 million, subject to an availability formula, by way of
prime-based loans or letters of credit.  Available borrowings
under the facility are equivalent to a maximum of C$5.0 million,
subject to a requirement that such borrowings may not exceed 75%
of good accounts receivable of Olympic, less prior-ranking claims,
if any, relating to inventory or accounts.  As of September 30,
2009, no amounts were outstanding on this revolving line of credit
and C$1.3 million was available on the line of credit.

Cash flows provided by operating activities were $20.0 million and
$59.1 million for the nine months ended September 30, 2009, and
2008, respectively.  Operating cash flows for 2009 decreased from
2008 primarily due to decreased collections from cash resales in
the 2009 period as a result of the slowdown in activity.

Cash flows used in investing activities were $50.7 million and
$66.5 million for the nine months ended September 30, 2009, and
2008, respectively.  Cash expenditures for seismic data were
$50.4 million and $65.5 million for the nine months ended
September 30, 2009 and 2008, respectively.  The decrease in cash
invested in seismic data for 2009 compared to 2008 was primarily
due to a decrease in cash paid for new data acquisition projects
in both the U.S. and Canada and a reduction in payments on cash
purchases.

Cash flows used in financing activities were $126,000 and $76,000
for the nine months ended September 30, 2009, and 2008,
respectively.

                        About Seitel, Inc.

Based in Houston, Seitel, Inc.  -- http://www.seitel-inc.com/--
is a leading provider of seismic data to the oil and gas industry
in North America.  Seitel's data products and services are
critical for the exploration for, and development and management
of, oil and gas reserves by oil and gas companies.  Seitel has
ownership in an extensive library of proprietary onshore and
offshore seismic data that it has accumulated since 1982 and that
it licenses to a wide range of oil and gas companies.  Seitel
believes that its library of onshore seismic data is one of the
largest available for licensing in the United States and Canada.
Seitel's seismic data library includes both onshore and offshore
3D and 2D data.  Seitel has ownership in over 42,000 square miles
of 3D and approximately 1.1 million linear miles of 2D seismic
data concentrated in the major active North American oil and gas
producing regions.  Seitel serves a market which includes over
1,600 companies in the oil and gas industry.

                          *     *     *

In July 2009, Moody's Investors Service downgraded Seitel's
Corporate Family Rating to Caa3 from B3, its Probability of
Default Rating to Caa3 from B3, its senior unsecured notes rating
to Caa3 (LGD 4, 54%) from B3 (LGD 4, 56%), and its Speculative
Liquidity Rating to SGL-4 from SGL-3.  The rating outlook is
negative.  The downgrade reflects the increased pressure on
Seitel's liquidity and earnings.


SHILOH INDUSTRIES: Enters Fourth Amendment to Credit Agreement
--------------------------------------------------------------
Shiloh Industries, Inc., disclosed the completion of the Fourth
Amendment Agreement of the Company's Credit and Security Agreement
with a syndication of lenders led by PNC Bank National
Association, successor to National City Bank, as co-lead arranger,
sole book runner and administrative agent, and The Privatebank and
Trust Company, as co-lead arranger and syndication agent. The
Fourth Amendment provides the Company with a currently available
revolving line of credit of $80,000,000 subject to a borrowing
formula requirement.  The line of credit matures in July 2012.

The Fourth Amendment addresses financial covenant issues that the
Company was facing as a result of the current business conditions
affecting the automotive industry in North America. Specifically,
the Fourth Amendment waives compliance with certain  financial
covenants for the period from July 31, 2009 to October 31, 2009.
Thereafter, the financial covenants are established at levels that
are expected to be achievable in the near term and gradually
adjust to levels that are expected to be attainable through the
term of the agreement.  The Company must also maintain agreed to
levels of earnings before interest, taxes, depreciation and
amortization as defined in the amendment for the three months
ending at each month end date from October 31, 2009 to July 31,
2010.

Theodore K. Zampetis, President and CEO of Shiloh, stated, "Our
focus on lowering the cost structure and generating positive cash
flow enabled us to execute this Amendment.  The financial
flexibility and liquidity provided by the Amendment will support
operating activities during the next several years."

                      About Shiloh Industries

Headquartered in Valley City, Ohio, Shiloh Industries is a leading
manufacturer of first operation blanks, engineered welded blanks,
complex stampings and modular assemblies for the automotive and
heavy truck industries.  The Company has 15 wholly owned
subsidiaries at locations in Ohio, Georgia, Michigan, Tennessee
and Mexico, and employs approximately 1,200.

                           *     *     *

As reported in the Troubled Company Reporter on July 27, 2009,
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Shiloh Industries Inc. to 'B' from
'BB-' and removed it from CreditWatch with negative implications,
where it had been placed on April 30, 2009.   The outlook is
negative.


SIMMONS BEDDING: Proposed Sale Has Regulator Okay
-------------------------------------------------
Simmons Bedding Co. said that the Federal Trade Commission has
given antitrust clearance to its proposed sale, Furniture Today
reports.  According to Furniture Today, FTC granted early
clearance under the Hart-Scott-Rodino antitrust regulations to the
purchase of Simmons by Ares Management and the Ontario Teachers
Pension Plan -- the owners of fellow bedding major Serta -- for a
total of $760 million.  Simmons said that he deal will let it to
cut its total indebtedness to $450 million, from $1 billion,
Furniture Today relates.  The report states that Simmons is
seeking votes from its creditors in favor of the sale.  Simmons,
according to the report, said that it would continue to operate as
a separate company.

Simmons Company -- http://www.simmons.com/-- is one of the top
three US mattress makers alongside rivals Sealy and Serta.

Simmons Bedding Company is the indirect subsidiary of Simmons
Company.  Simmons Bedding manufactures and markets a broad range
of products including Beautyrest(R), Beautyrest Black(R),
Beautyrest Studio(TM), ComforPedic by Simmons(TM), ComforPedic
Loft(TM), Natural Care(R), Beautyrest Beginnings(TM) and
BeautySleep(R).  Simmons Bedding operates 19 conventional bedding
manufacturing facilities and two juvenile bedding manufacturing
facilities across the United States, Canada and Puerto Rico.
Simmons Bedding also serves as a key supplier of beds to many of
the world's leading hotel groups and resort properties.  Simmons
Bedding is committed to developing superior mattresses and
promoting a higher quality sleep for consumers around the world.

As of June 27, 2009, Simmons Co. had $895.9 million in total
assets and $1.26 billion in total liabilities, resulting in
stockholder's deficit of $367.5 million.

Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.


SMURFIT-STONE: 290 Claims Change Hands for October
--------------------------------------------------
From October 7 to November 11, 2009, more than 270 claims were
transferred by various creditors to various entities, including
Fair Harbor Capital LLC, Liquidity Solutions, Inc., Sierra
Liquidity Fund LLC; United States Debt Recovery LLC; Contrarian
Funds LLC; The Seaport Group LLC; and Blue Heron Micro
Opportunities Fund LLP.

Among the claims transferred were the claims of:

  Transferor                                Amount
  ----------                                ------
  Conney Safety Products LLC              $373,761
  Corrugated Replacements, Inc.            197,527
  Transport Papineau Internatin             70,915
  AAA Transfer Corp.                        42,587
  Peep Consulting Ltd.                      22,343
  Steam Systems, Inc.                       17,250
  Astech                                     5,798
  R&W Hydraulic Service, Inc.                2,979
  GP Electric Motor Service, Inc.            1,702
  BR Logistique International                  595

                    Parties File Objections

GP Electric says that they object to the transfer of their claim
because the Debtors are a good customer and GP Electric wants to
continue doing business with the Debtors.

These entities filed objections to the transfer without giving
any specific reason:

  -- H&W Hydraulics;
  -- AAA Transfer; and
  -- BR Logistique.

                          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: Increases Prices of Latin America Exports
--------------------------------------------------------
Smurfit-Stone Container Corporation will increase the prices of
its containerboard exports to Latin America by $50 per ton,
effective December 1, 2009, Lesprom.com reports.

Mark Wilde, a senior analyst at Deutsche Bank covering the Paper
and Forest Products sector, told Lesprom that he would not be
surprised if the overseas price hike will be followed by a
domestic price initiative within the next few months because it
has been common for producers to first announce price moves in
the export market before making domestic price announcements.

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: Reports on Entities in Which They Have Interest
--------------------------------------------------------------
On October 22, 2009, the Debtors submitted to the Court a report
on certain non-Debtor entities in which the Debtors have
substantial or controlling interests as of June 30, 2009.

The Entities in which the Debtors are a majority owner are:

  -- CCA de Baja California S.A., de C.V.;
  -- Calgar Investment, Inc.;
  -- St. Laurent Display and Packaging, Inc.;
  -- Stone Container de Mexico S. de R.L. de C.V.;
  -- Stone Container Finance Co. of Canada;
  -- Stone Truepenny International, Inc.; and
  -- Timber Capital Holdings LLC.

A copy of the Report is available for free at:

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

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SPANISH BROADCASTING: S&P Gives Pos. Outlook; Keeps 'CCC+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Miami, Florida-based Spanish Broadcasting System Inc. to positive
from negative.

S&P have affirmed its existing ratings on the company, including
the 'CCC+' corporate credit rating.

"The outlook revision reflects S&P's expectation that SBS will
have adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs,"
explained Standard & Poor's credit analyst Michael Altberg.

Cash balances stood at $45.8 million as of Sept. 30, 2009, up from
$32.9 million at the 2008 year-end, due to positive discretionary
cash flow generation.  As of the same date, 2010 debt maturities
(including potential swap liabilities) totaled roughly $26.5
million.

The rating reflects:

* SBS's very high debt leverage and low interest coverage metrics,

* Continued cyclical pressure on radio and TV revenue,

* S&P's concerns about ongoing secular trends in radio,

* Competition from much larger rivals,

* Somewhat below-average EBITDA margins for a broadcaster, and

* Elevated financial risk from losses at the Mega TV start-up TV
  business.

Positive factors that do not offset these negatives include the
radio and TV broadcasting business' potential to generate good
cash flow, the company's cost management efforts that could
facilitate a rebound in the EBITDA margin in a recovery, and
favorable Spanish-language population and advertising trends.

SBS owns and/or operates 21 radio stations in markets that reach
roughly 48% of the U.S. Hispanic population.  In addition, the
company owns and operates two TV stations and has various
affiliation agreements under its Mega TV brand.  The company has
significant revenue concentration in three markets -- New York,
Los Angeles, and Miami -- which account for a large majority of
revenue.


STALLION OILFIELD: To Present Plan for Confirmation Jan. 12
-----------------------------------------------------------
Stallion Oilfield Services Ltd. and its debtor-affiliates obtained
approval of the disclosure statement explaining their pre-
negotiated Chapter 11 plan of reorganization.

The Debtors will present their plan for confirmation January 12.
Objections to the Plan are due December 29.

Impaired creditors entitled to vote on the Plan must send their
ballots by December 29.  The Debtors will send the solicitation
packages by November 25.

According to the Disclosure Statement, the Plan is based on a
consensual deal with the Debtors' key stakeholders and
contemplates a significant de-leveraging of the Debtors' balance
sheets and a full recovery for holders of allowed general
unsecured claims, confirmation of the plan is expected to occur
over a relatively short timeframe.

The Debtors said that they agreed with the lenders and the holders
of the Stallion equity interests with respect to a consensual
restructuring on the terms set forth in the restructuring term
sheet, and formalized by the restructuring and lock-up agreement
dated Oct. 17, 2009.  The Debtors related that they received an
executed restructuring and lock-up agreement from holders of more
than:

   -- 90% of the senior secured claims;

   -- 74% of the bridge loan claims;

   -- 88% of the notes claims; and

   -- 68% of the Stallion equity interests, which ensures that the
      plan has sufficient support to satisfy the confirmation
      requirements under section 1129 of the Bankruptcy Code.

Under the plan, among other things, all holders of senior secured
claims, totaling $245.9 million, will receive either:

   -- its pro rata share of the (i) senior secured paydown of $25
      million cash and  (ii) $220.9 million in first priority
      senior secured debt pursuant to the amended and restated
      senior secured credit agreement; or

   -- payment in full, in cash in the event that the Reorganized
      Debtors enter into new financing.

Holders of unsecured debt comprising bridge loans aggregating
$259.3 million and unsecured notes aggregating $283.9 million will
receive 98% of the stock of reorganized Stallion Oilfield.

Holders of general unsecured claims, that are not due and payable
by the plan's effective date, will receive payment in full in cash
of the unpaid portion of their allowed claim.

Holders of interests in Stallion Oilfied Holdings GP, LLC, will
receive 0.0002% of the new common stock, and warrants to purchase
additional stock.  Holders of interest in Stallion Oilfield
Holdings, Ltd., will receive 1.9998% of the new common stock, plus
warrants to purchase additional stock.

A full-text copy of the disclosure statement filed November 18,
2009, is available for free at

http://bankrupt.com/misc/StallionOilfield_DiscStatement_Nov18.pdf

A full-text copy of the Plan filed November 18, 2009, is available
for free at

http://bankrupt.com/misc/StallionOilfield_Plan_Nov18.pdf

                      About Stallion Oilfield

Based in Houston, Texas, Stallion Oilfield Services Ltd. --
http://www.stallionoilfield.com/-- provides wellsite support
services and production & logistics services to the oilfield
with over 1,700 employees in 65 locations.  The Debtors deliver
products and services in the South Texas, Gulf Coast, Ark-La-
Tex, Ft. Worth Basin, Permian Basin, Mid-Continent, Alaska's
Prudhoe Bay, Rocky Mountain and Applachinian Basin regions as
well as to the global offshore industry.

The Company and its affiliates filed for Chapter 11 protection on
Oct. 19, 2009 (Bankr. D. Del. Lead Case No. 09-13562).  The
Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick,
Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi,
Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., as co-counsel; John R. Castellano, Managing Director of AP
Services, LLC, as restructuring advisor; and Epiq Bankruptcy
Solutions, LLC as claims agent.

Stallion Oilfield listed both assets and debts between
$500 million and $1 billion in its petition.


STANDARD FORWARDING: U.S. Trustee Names Five-Member Committee
-------------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors for Standard Forwarding Co., Inc.

The members of the Committee:

  a) Central States, Southeast and Southwest
     Areas Pension Fund and Central States,
     Southeast and Southwest Areas Health and
     Welfare Fund
     Attn: Robert A. Coco
     Deputy General Counsel
     Central States, Law Department
     9377 W Higgins Road
     Rosemont, IL 60018
     Tel: (847) 518-9800 x3322
     Email rcoco@centralstates.org

  b) Mutual Wheel Company
     Attn: David D. Engstrom
     Office of the President
     2345 4th Avenue
     Moline, IL 61265
     Tel: (309) 757-1200
     Email: daveengstrom@hotmail.com

  c) Midwest Wheel Companies
     Attn: Rick Stoltenberg
     Branch Manager
     8502 Northwest Blvd
     Davenport, IA 52806
     Tel: (563) 445-3416
     Email rickstoltenbert@midwestwheel.com

  d) Teamsters National Freight Industry Negotiating Committee
     Previant, Goldberg, Uelmen, et al.
     Attn: Frederick Perillo
     Counsel
     1555 N. River Center Drive, Suite 202
     Milwaukee, WI 53212
     Tel: (414) 271-4500
     Email: fp@previant.com

  e) IBT Local 710 Pension Fund
     Attn: Paul M. Newcomer
     Counsel
     Law Office of Russell N. Luplow
     185 Oakland Avenue, Suite 200
     Birmingham, MI 48009
     Tel: (248) 644-8666
     Email: pmnewcomer@msn.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

East Moline, Illinois-based Standard Forwarding Co., Inc., filed
for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr.
C.D. Ill. Case No. 09-83707).  Erich Buck, Esq., who has an office
in Chicago, Illinois, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


STANDARD FORWARDING: Sec. 341 Meeting Set for December 16
---------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Standard
Forwarding Co., Inc.'s creditors on December 16, 2009, at
10:00 a.m. at US Courthouse and Post Office, 211 19th Street, Room
226, Rock Island, IL 61201.

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.

East Moline, Illinois-based Standard Forwarding Co., Inc., filed
for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr.
C.D. Ill. Case No. 09-83707).  Erich Buck, Esq., who has an office
in Chicago, Illinois, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


STANDARD FORWARDING: Gets Interim Nod for Cash Collateral Use
-------------------------------------------------------------
Standard Forwarding Co., Inc., sought and obtained the permission
of the Hon. Thomas L. Perkins o the U.S. Bankruptcy Court for the
Central District of Illinois to use on an interim basis the cash
collateral securing their obligation to their prepetition lenders.

Howard L. Adelman, Esq., et al. at Foley & Lardner LLP Adelman &
Gettleman, Ltd., said that without access to cash collateral, the
Debtor won't be able to continue operating its business.  The
Debtor needs the money to fund its Chapter 11 case and pay
suppliers and other parties.  Mr. Adelman said that the Debtor
obtained a $1 million DIP financing commitment from First Midwest
and also obtained the Court's approval of the DIP facility.

The Debtors will use the collateral pursuant to a budget, a copy
of which is available for free at:

The DIP facility will mature on December 31, 2009.  The DIP
facility will incur interest at Prime+ 3.5%.  In the event of
default, the Debtors will pay an additional 3.0% default interest.

The DIP facility will be secured by a valid first priority
perfected security interest in all assets of the Debtor.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees: up to $75,000 in fees payable to professional
employed in the Debtors' case; $25,000 for professionals of the
Committee in pursuing actions challenging the DIP Lenders' lien,
plus UST Fees, less unapplied prepetition retainers.

The Debtor will provide to the DIP Lender, so as actually to be
received within five business days following the end of each week,
weekly line-by-line variance reports for the preceding weekly
period and on a cumulative basis from the Petition Date to the
report date, comparing actual cash receipts and disbursements to
amounts projected in the DIP budget and subsequent approved
budgets, in form and scope reasonably acceptable to the DIP
Lender.

Mr. Adelman said that the Debtor will also use the Cash Collateral
to provide additional liquidity.

In exchange for using the cash collateral, the Debtor grants the
DIP Lender (a) replacement liens and security interests and
mortgages in the DIP Collateral to the same extent, validity and
priority as the liens of the First Midwest on the Prepetition
Collateral; and (b) a superpriority administrative expense claim.

A final hearing will be held at 11:00 a.m. on December 9, 2009.

The prepetition lenders are represented by:

Michael J. Small, Esq., and Thomas C. Hardy, Esq., at Foley &
Lardner LLP.

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

East Moline, Illinois-based Standard Forwarding Company --
https://www.standardforwarding.com/ -- offers freight
transportation services.

The Company filed for Chapter 11 bankruptcy protection on
November 13, 2009 (Bankr. C.D. Ill. Case No. 09-83707).  Attorneys
at Adelman & Gettleman, Ltd., assist the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


STANDARD FORWARDING: Taps Adelman & Gettleman as Bankr. Counsel
---------------------------------------------------------------
Standard Forwarding Co., Inc., an Illinois corporation, has asked
for permission from the Hon. Thomas L. Perkins of the U.S.
Bankruptcy Court for the Central District of Illinois to hire
Howard L. Adelman, Esq., Henry B. Merens, Esq., Nathan Q. Rugg,
Esq., Erich S. Buck, Esq., at Adelman & Gettleman, Ltd., as
bankruptcy counsel.

Adelman & Gettleman will, among other things:

     (a) provide the Debtor legal advice on its powers, duties,
         rights and obligations;

     (b) attend meetings and negotiate with representatives of
         creditors and other parties-in-interest;

     (c) assist the Debtor in the formulation, preparation,
         implementation and consummation of a plan of
         reorganization and disclosure statement, if necessary or
         appropriate, and all related agreements and/or documents
         and to take any actions necessary to achieve confirmation
         of the plan; and

     (d) assist the Debtor in designing and obtaining authority to
         conduct an auction process for the sale of substantially
         all of the Debtor's assets.

Adelman & Gettleman will be paid based on the hourly rates of its
professionals:

          Howard L. Adelman                $440
          Chad H. Gettleman                $440
          Henry B. Merens                  $440
          Brad A. Berish                   $410
          Mark A. Carter                   $410
          Adam P. Silverman                $380
          Nathan Q. Rugg                   $350
          Erich S. Buck                    $265

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

East Moline, Illinois-based Standard Forwarding Co., Inc., filed
for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr.
C.D. Ill. Case No. 09-83707).  Erich Buck, Esq., who has an office
in Chicago, Illinois, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


STANDARD FORWARDING: Taps Rafool & Bourne as Local Counsel
----------------------------------------------------------
Standard Forwarding Co., Inc., an Illinois corporation, has asked
the permission of the Hon. Thomas L. Perkins of the U.S.
Bankruptcy Court for the Central District of Illinois to employ
Sumner A. Bourne, Esq., at Rafool & Bourne P.C. as local counsel.

Mr. Bourne will:

     (a) assist the Debtor's proposed bankruptcy counsel, Adelman
         & Gettleman, Ltd.;

     (b) pre-file bankruptcy advice concerning local rules of and
         practice before the Court; and

     (c) represent the Debtor in local proceedings.

The Debtor anticipates that Mr. Bourne and Adelman & Gettleman
will provide distinctive services in their representation of the
Debtor in the Chapter 11 case, and both Mr. Bourne and Adelman &
Gettleman will make every effort to avoid duplication of services.

Mr. Bourne has agreed to provide legal services to the Debtor on
the Local Counsel Matters at Local Counsel's standard hourly rate
charged to its non-bankruptcy debtor clients, which is $250 per
hour.  Mr. Bourne has received a prepayment from the Debtor in the
amount of $20,000 as a condition of performing services for the
Debtor.

Sumner A. Bourne, Esq., a shareholder of Rafool & Bourne, assures
the Court that the firm doesn't have interests adverse to the
interest of the Debtors' estates or of any class of creditors and
equity security holders.  Mr. Bourne maintains that Rafool &
Bourne is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

East Moline, Illinois-based Standard Forwarding Co., Inc., filed
for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr.
C.D. Ill. Case No. 09-83707).  Erich Buck, Esq., who has an office
in Chicago, Illinois, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


STATION CASINOS: Judge Rejects Boyd's Examiner Plea
---------------------------------------------------
Steven Church at Bloomberg News reported that U.S. Bankruptcy
Judge Gregg Zive ruled that Station Casinos Inc. doesn't need an
examiner to investigate how the company is handling its
bankruptcy, the judge overseeing the case said, rejecting part of
the takeover strategy pursued by Boyd Gaming Corp.

According to Bloomberg, Judge Zive said that casino operator Boyd
and other advocates of an examiner appeared to really want a
trustee to take control of the company's bankruptcy case,
especially with regard to any potential sale.

Station Casinos has asked the Court to extend its exclusive period
to file a Chapter 11 plan until March 25.  Judge Zive delayed
until Dec. 11 a decision on a related request to end the exclusive
right of management to propose a plan.

Independent lenders of Station Casinos Inc. are objecting to an
extension of the company's exclusivity period, arguing the casino
operator is using exclusivity to block plan alternatives it does
not like.

Boyd Gaming said early this month it does not intend to block a
plan exclusivity extension for Station Casinos but it only seeks
to condition any extension on certain reforms and cooperation by
the Debtors in order to facilitate competition and allow
alternatives to any Debtor plan proposal, for evaluation by an
examiner and the unsecured creditors committee.

Boyd also said the examiner should work with relevant parties-in-
interest in order to evaluate the merits of potential competing
sale plans or 11 U.S.C. Sec. 363 purchase alternatives, that may
be superior to the Debtors' plan approach.

"Since the Debtors have shown little interest in developing
alternatives with potential buyers like Boyd, an examiner appears
to be the logical intermediary between the reluctant Debtors and
motivated buyers.  Such an examiner can obtain essential data
needed to help make competing bids concrete, despite the Debtors'
non-participation, and can develop and evaluate the alternatives,"
said Robert R. Kinas, Esq., at Snell & Wilmer LLP, in Las Vegas,
counsel to Boyd.

                      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)


STATION CASINO: Insiders Drove Firm Into Bankruptcy, Union Says
---------------------------------------------------------------
In light of the Chapter 11 bankruptcy of Station Casinos, Inc.,
the Culinary Workers Union Local 226 is calling on creditors to
demand a significant equity investment by insiders, who have
amassed over $1 billion from the company.  According to an
analysis released by the union, the company could have averted
bankruptcy if not for the substantial debt it took on largely to
enrich a small group of company insiders.  The report examines how
this debt enabled insiders to extract over a $1 billion from the
company in recent years and that these insiders, not the global
recession, drove the company into bankruptcy.

Station Casinos is a major employer in the Las Vegas Valley, many
of whose over 13,000 employees are family members or friends of
Culinary Union workers.  The union's members, as well as the
larger community, are rightly concerned about the continuing
uncertainty over the future of the company and its impact on Las
Vegas.

"Station Casinos is a uniquely Las Vegas company that owes it
success to Las Vegas locals like our members," said D. Taylor,
Culinary Workers Union Local 226 Secretary-Treasurer.  "The
company has a special obligation to our community. Its owner-
managers have a responsibility not just to their Wall Street
lenders and investors, but to their employees, customers,
suppliers, and vendors right here in this community.  The
livelihoods of a lot of people and their families are closely tied
to this company's financial well-being.  Clearly, the owner-
managers and other insiders were more interested in extracting
wealth from the company for themselves than ensuring its and its
employees' future.  Now it's time for them to give back."

The report shows:

-- Company insiders, led by members of the Fertitta family, nearly
    tripled the company's long-term debt load between 2005 and the
    end of 2007 from $1.9 billion to $5.2 billion.

-- Of the new debt incurred during this period, more than two-
   thirds was used to buy back shares and to complete a
   management-led buyout, both of which significantly benefited a
   small group of insiders.

-- In 2006 and 2007, the company borrowed $990 million to buy back
   14 million in outstanding shares. This was the true cost of the
   company's stock compensation program over the previous years,
   which had been described by an independent proxy advisory firm
   as "the most expensive and liberal we have reviewed" and an
   "excessive transfer of wealth" to insiders.

-- In 2007, the company took on $1.6 billion of new debt to
   complete a management-lead buyout. More than $660 million -- or
   40% -- of the proceeds went to company insiders. The Fertitta
   family received $495 million alone as a result of the buyout.

-- If the company had forgone these two non-productive
   transactions -- the share buybacks and the buyout -- it would
   have $2.6 billion less debt, significantly less interest
   expense, and could have averted bankruptcy.

-- Since 2001, company insiders received more than $1 billion in
   executive compensation and from the buyout even as they led the
   company down the path toward bankruptcy. In contrast, other
   stakeholders in the company have had to suffer the consequences
   of their financial mismanagement. Not only is the company in
   Chapter 11 reorganization under the bankruptcy code, the
   company stopped matching employees' 401(k) contributions, more
   than doubled PPO health care premiums for rank-and-file
   workers, slashed shifts and cut hours for workers, and
   terminated hundreds of long-time employees by replacing coffee
   shops with subcontracted restaurants.

The Culinary Workers Union, Local 226, an affiliate of UNITE HERE,
is the largest local labor union in the gaming industry.  The
Culinary represents approximately 55,000 casino and resort workers
on the Las Vegas Strip, in downtown Las Vegas, and in downtown
Reno.

                       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)


SWIFT TRANSPORTATION: Bank Debt Trades at 13.17% Off
----------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 86.83 cents-on-the-dollar during the week ended Friday,
Nov. 20, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.13 percentage points from the previous week, The
Journal relates.  The loan matures on March 15, 2014.  The Company
pays 325 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
178 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Nov. 20.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--
hauls freight such as building materials, paper products, and
retail merchandise throughout the US and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.  Chairman and CEO Jerry
Moyes owns the company, which he founded in 1966, took public, and
took private again in 2007.


TARRAGON CORP: Reaches Deal with Kushner Cos. for Exit Financing
----------------------------------------------------------------
Andrew Tangel at The Record reports that The Kushner Cos. has
reached an agreement to provide financing to Tarragon Corp. as the
latter emerges from Chapter 11 protection.

According to the report, Westminster Residential Acquisition LLC,
a Kushner subsidiary, would provide Tarragon with $4.51 million in
debtor-in-possession financing.

The Record relates that when Tarragon emerges from bankruptcy,
perhaps in January, Westminster would provide Tarragon with
$11.75 million in debt financing and another $250,000 in equity
financing.  In return, Westminster would take a majority stake in
the company, along with four of the company's seven board seats.

"We're lucky to find somebody that is willing to participate in a
reorganization process, as opposed to sitting by as a vulture and
simply buying assets at an auction," said Sirota, of the Cole
Schotz law firm in Hackensack.

                         The Chapter 11 Plan

As reported in the TCR on August 7, 2009, Tarragon Corporation
filed with the Bankruptcy Court a proposed joint chapter 11 plan
of reorganization and an explanatory disclosure statement, wherein
affiliated debt-holders are expected to get 60% of the common
stock in turn for the waiver of about $40 million of unsecured
claims.

Upon the plan's effective date, the Debtor will become reorganized
Tarragon, pursuant to which all of the existing shares of Tarragon
Corporation, including those shares owned by the affiliated
debt holders, will be cancelled of record.  In exchange for HFZ
Capital Group LLC agreeing to purchase certain preferred stock of
Reorganized Tarragon having a cumulative preferred dividend of 8%
in an amount of up to $5 million of which at least $1 million will
be purchased on the effective date to provide initial working
capital to Reorganized Tarragon, HFZ will receive 40% of the new
issue common stock of Reorganized Tarragon.

Subsequent to the effective date, HFZ will purchase, at par, at
such time or times as required by the affiliated debt holders,
additional preferred stock of Reorganized Tarragon in an amount
equal to $5 million less the amount of the initial Preferred Stock
Purchase in increments of no less than $500,000.  The proceeds of
such sale shall be used to enable Reorganized Tarragon to pay,
when required, its future operating costs and expenses, including
liquidation expenses of Liquidation Assets and debt service, to
the extent that the income of Reorganized Tarragon, as reasonably
determined by the affiliated debt holders, is insufficient to pay
in a timely manner such costs and expenses.

In addition, the affiliated debt holders will receive 60% of the
common stock of Reorganized Tarragon in exchange for the waiver of
approximately $40 million of affiliated unsecured claims held by
the affiliated debt holders.

A full-text copy of the joint Chapter 11 plan of reorganization is
available for free at http://ResearchArchives.com/t/s?40d0

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?40d1

                    About Tarragon Corporation

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.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TAVERN ON THE GREEN: NachmanHaysBrownstein Hired as Fin'l Advisor
-----------------------------------------------------------------
NachmanHaysBrownstein, Inc., has been engaged as Financial Advisor
in In re Tavern on the Green Limited Partnership in connection
with bankruptcy proceedings in the U.S. Bankruptcy Court for the
Southern District of New York.

Built in 1870 and launched as a restaurant in 1934, Tavern on the
Green, located in Central Park in New York City, is one of the
largest and most famous independently run restaurants in the
United States, and filed for Chapter 11 protection on September 9,
2009.

The engagement is led by NHB Managing Director M. Jacob Renick.
NHB is the country's premier mid-market turnaround and crisis
management firm, having been included among the "Outstanding
Turnaround Firms" in Turnarounds & Workouts for the past fourteen
consecutive years.  NHB has its headquarters near Philadelphia and
offices in Boston, Dallas, Los Angeles, New York and Wilmington,
DE.

Other recent NHB bankruptcy engagements include Chief
Restructuring Officer in In re U.S. Mortgage (New Jersey);
Financial Advisor to the Official Committee of Unsecured Creditors
in In re American Community Newspapers, et al. (Delaware);
Financial Advisor to the Official Committee of Unsecured Creditors
in In re Nexpak Corporation, et al. (Delaware); Financial Advisor
to the Official Committee of Unsecured Creditors in In re We
Recycle, Inc. (New York); Financial Advisor to the Official
Committee of Unsecured Creditors in In re PPI Holdings, Inc., et
al. (Delaware); and Financial Advisor to the Official Committee of
Unsecured Creditors in In re Interlake Material Handling, Inc. et
al. (Delaware).

                   About NachmanHaysBrownstein

NHB is one of the country's leading turnaround and crisis
management firms, having been included among the ten or so
"Outstanding Turnaround Firms" in Turnarounds & Workouts for the
past fourteen consecutive years.  NHB demonstrates leadership in
corporate renewal by creating value and preserving capital through
turnaround and crisis management, financial advisory, investment
banking and fiduciary services to financially challenged companies
throughout America, as well as through their investors, lenders
and trade creditors.  NHB focuses on producing lasting performance
improvement, and maximizing the business' value to stakeholders by
providing the leadership and credibility required to reconcile the
client's objectives, economic reality and available alternatives
to establish an achievable goal.

NHB professionals have assisted businesses in nearly every
industry, and provides services for out-of-court turnarounds and
workouts, crisis and interim management, sale of businesses,
refinancing, recapitalization, restructuring, litigation support
and expert testimony, and-where necessary-bankruptcy planning and
reorganization advisory and management services.  NHB's clients
have ranged from a few million dollars in sales to nearly
$2 billion, and have included both publicly held and privately
owned companies, however, most clients are middle market
businesses with sales between $25 million and $500 million.

NHB professionals consist of seasoned executives who have in-depth
experience in diverse fields including finance, operations,
engineering and systems.  Every NHB engagement is led by one of
the Principals of NHB, and NHB's practice takes its professionals
throughout North America and abroad.  NHB's referral sources
consist of the top lenders, equity and venture firms, and law
firms in the country.


TAYLOR-WHARTON: Gets Authority to Access Up to $20MM DIP Financing
------------------------------------------------------------------
Taylor-Wharton International, LLC, has received Court approval of
its "first day" motions.  These motions allow the Company to
continue normal business operations without interruption to the
Company's customers, suppliers and employees.

The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized the Company to access up to $20
million in debtor-in-possession financing, provided by a group of
lenders led by GE Capital.  The Company will use the financing,
along with cash generated from operations, to implement a
restructuring plan and pay normal operating expenses, including
employee wages and payments to suppliers.

The Company will seek final Court approval of the financing at a
hearing on January 6, 2010.

Judge Shannon authorized the Company to pay suppliers on normal
terms for goods and services provided after the November 18, 2009
Chapter 11 filing date.  The Company also received court authority
to make payments to "critical" vendors and to certain suppliers
for goods provided within 20 days of the filing date under Section
503(b)(9) of the U.S. Bankruptcy Code.  Additionally, the Company
won authority to continue honoring all current customer programs.

"The relief granted . . . ensures that Taylor-Wharton
International can continue to provide our customers with the
superior, high quality products they have come to expect from us
in a timely manner.  The relief will also allow our accounts
payable to release payments to our vendors to ensure the integrity
of our supply chain," said Bill Corbin, chairman and chief
executive officer of TWI.  "The Company will continue business as
usual as we implement a restructuring plan designed to strengthen
TWI's capital structure."

                       The Chapter 11 Plan

The Company intends to consummate its restructuring through a
pre-arranged plan of reorganization, which has been filed with the
Court.  Bill Rochelle at Bloomberg News 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.

Mr. Rochelle says the Plan 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% 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

Mechanicsburg, Pennsylvania-based 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 and several affiliates filed for Chapter 11 on
November 18, 2009 (Bankr. D. Del. Case No. 09-14089).  Mark W.
Eckard, Esq., at Reed Smith LLP, represents the Debtors.  The
Debtors listed assets between $10,000,001 and $50,000,000, and
debts between $100,000,001 and $500,000,000 when they filed for
bankruptcy.


TD AMERITRADE: Bank Debt Trades at 3.22% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which TD Ameritrade
Holding Corporation is a borrower traded in the secondary market
at 96.78 cents-on-the-dollar during the week ended Friday,
Nov. 20, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.83 percentage points from the previous week, The
Journal relates.  The loan matures on Dec. 31, 2012.  The Company
pays 150 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's Baa1 rating and Standard & Poor's
BBB+ rating.  The debt is one of the biggest gainers and losers
among 178 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Nov. 20.

TD Ameritrade Holding Corporation is a provider of securities
brokerage services, and technology-based financial services to
retail investors and business partners.  The Company provides
securities brokerage services, including trade execution, clearing
services and margin lending.  The Company provides trustee,
custodial and other trust-related services to retirement plans and
other custodial accounts.  The Company provides a suite of
investor education products and services.  The Company also
provides cash sweep products through third-party banking
relationships.  The Company provides its services through the
Internet, a national branch network and relationships with
registered investment advisors (RIAs).  The Company's subsidiary
TD AMERITRADE Clearing, Inc., provides clearing and execution
services.  On June 11, 2009, the Company completed the acquisition
of thinkorswim Group, Inc.


TELESAT CANADA: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Telesat Canada is
a borrower traded in the secondary market at 94.03 cents-on-the-
dollar during the week ended Friday, Nov. 20, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.63 percentage points
from the previous week, The Journal relates.  The loan matures on
June 6, 2014.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among 178 widely quoted syndicated loans with five or more
bids in secondary trading in the week ended Nov. 20.

Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the
world's fourth largest provider of fixed satellite services and
one of three companies operating on a global basis.  The company
has a fleet of 12 in-orbit satellites comprised of ten owned and
operated satellites, one satellite with a prepaid lease, and one
satellite leased from DIRECTV Inc.


TELTRONICS INC: Sept. 30 Balance Sheet Upside-Down by $4,551,000
----------------------------------------------------------------
Teltronics, Inc., reported $15,937,000 in total assets against
$15,553,000 in total current liabilities and $4,935,000 in total
long-term liabilities, resulting in $4,551,000 stockholders'
deficiency.

The Company posted net income available to common shareholders of
$2,318,000 for the three months ended September 30, 2009, from net
loss of $188,000 for the same period a year ago.  The Company
reported net income available to common shareholders of $4,489,000
for the nine months ended September 30, 2009, from a net loss of
$2,266,000 for the same period a year ago.

Net sales for the three months ended September 30, 2009, were
$14,205,000 from $8,096,000 for the same period a year ago.  Net
sales for the nine months ended September 30, 2009, were
$35,597,000 from $26,184,000 for the same period a year ago.

The Company's management implemented plans during 2008 to increase
gross margin and decrease operating costs; these savings totaled
$6,000,000.  During the nine months ending September 30, 2009, the
Company increased its focus on expense control, reduced operating
redundancies, and reviewed processes for increased efficiencies.
The plans have met management's objectives for the first nine
months of 2009.

"Teltronics is delighted with our third quarter results," Ewen
Cameron, Teltronics' President and CEO, has said.  "With a focus
on expense control, reduced operation redundancies and improving
processes for increased efficiencies, the company has met its goal
to increase gross margin and decrease operating costs during the 9
month period," continues Mr. Cameron.  "We also concentrated on
increasing worldwide sales on higher gross margin products which
has resulted in an increase in orders of our switching products
(Cerato & 20-20)."

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4a01

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4a04

                         About Teltronics

Palmetto, Florida-based Teltronics, Inc. (OTCBB: TELT) --
http://www.teltronics.com/-- is a global provider of innovative
communications solutions that enable its customers to increase
revenues, decrease costs and improve productivity.  The Company
designs, develops and manufactures electronic equipment and
applications software systems that enhance the performance of
communications networks.  Teltronics develops VoIP and digital
voice communications platforms and software and contact center
solutions for small-to-large size businesses and government
facilities.  Teltronics is also recognized as a provider of
network management solutions enabling enterprises and service
providers to effectively monitor and maintain voice and data
networks.


TENNECO INC: Fitch Upgrades Issuer Default Rating to 'B'
--------------------------------------------------------
Fitch Ratings has upgraded Tenneco Inc.'s Issuer Default Rating
and outstanding debt:

  -- IDR upgraded to 'B' from 'B-';

  -- Senior secured revolving credit facility to 'BB/RR1' from
     'B+/RR2';

  -- Senior secured term loan to 'BB/RR1' from 'B+/RR2';

  -- Senior secured tranche B-1 letter of credit/revolving loan
     facility to 'BB/RR1' from 'B+/RR2';

  -- Senior secured second lien notes to 'CCC/RR6' from 'CC/RR6';

  -- Senior unsecured notes to 'CCC/RR6' from 'CC/RR6';

  -- Subordinated notes to 'CCC/RR6' from 'CC/RR6'.

The Rating Outlook remains Stable.  Approximately $1.4 billion of
debt outstanding is covered by these ratings.

The rating upgrade is supported by improvements in EBITDA and cash
flow which are the result of successful cost cutting efforts and
an improved automotive production environment.  One of TEN's key
customers is General Motors and despite the bankruptcy filing by
the Detroit automaker and the extended summer production shutdown,
TEN has managed to improve its recent results.  In 2008, GM
accounted for 20% of TEN's sales.  The rating is further supported
by expectations for lower borrowings as a result of the company's
equity offering of 12 million common shares for net proceeds of
$187 million; there is also a green shoe for an additional
1.8 million common shares.  Net proceeds are earmarked for the
reduction of borrowings on the secured revolver and general
corporate purposes.

While the company's sales are globally diversified, 44% of its
sales in the first nine months of 2009 were from Europe, South
America and India.  Fitch's preliminary forecast is that European
industry volumes will decline approximately 6%-10% next year.
This credit concern is mitigated by TEN's somewhat diverse sales
mix.  Sales to the original equipment manufacturers accounted for
76% of sales and aftermarket sales contributed 24% to the top line
in the first nine months of the year.  Furthermore, Fitch believes
that material new wins, particularly in the non-automotive area,
should provide solid top-line growth over the next several years
in the event of continued weakness in automotive production.

With stronger earnings, the outlook for recovery ratings has
improved.  The RRs on the senior secured facilities (revolving
credit facility, Term Loan A, and Tranche B1) have been upgraded
one notch to 'RR1' which implies a recovery in the range of 91%-
100%.  The second lien notes, senior unsecured and subordinated
notes RRs remain 'RR6' which reflects a recovery in the range of
0%-10%.  The RRs reflect Fitch's recovery expectations under a
scenario in which distressed enterprise value is allocated to the
various debt classes.

Fitch expects that TEN's free cash flow should be positive in 2009
given the company's cash preservation initiatives and efforts made
by the company to reduce headcount and expenses.  Leverage at the
end of the recent quarter was 5.3 times, a significant rise from
3.8x at the end of 2008.  However, Fitch expects to see reduced
revolver borrowings, positive free cash flow and improvement in
EBITDA which should result in deleveraging over the next few
quarters.

Liquidity at the end of third quarter 2009 was $527 million which
consisted of $137 million of cash on the balance sheet and
$390 million on the revolving credit facility.  In addition, the
company has a U.S. accounts receivable program through February
2010 which can be used up to $100 million.  TEN also has European
accounts receivable programs, some of which can be canceled with
30 days notice.

Importantly, TEN does not have any significant debt maturities
until 2012 when $700 million of the $830 million of the credit
facility expires.  TEN has a $249 million underfunded pension
plan, which due to losses in the equity and fixed income markets
in 2008, is likely to require incremental contributions over the
near term.  At the end of 2008, the pension plan's funding status
was 59%.

Over the longer term, TEN's position in the emissions segment
positions the company well to expand its customer base and
volumes.  Also over a longer time horizon, product demand should
increase given plans for tighter emission standards and expected
growth in revenues and profits should come from TEN's migration to
more technological, value-added products should also support
margins.


TEXANS CUSO: Names New President; NCIS Division VP Resigns
----------------------------------------------------------
Jess Ellis has been appointed as Texans CUSO Insurance Group LLC's
new president, Michelle Samaad at Credit Union Times reports,
citing Texans CUSO Partners President Gary Kirkindoll.  Jo
Trizila, a spokesperson at CUSO's parent company, Texans Credit
Union said that Lindsay Contreras, vice president and program
manager of NCIS, a division of Texans CUSO Insurance Group LLC,
announced her resignation to work at another company, Credit Union
Times relates.

Texans CUSO Insurance Group LLC, fka Curley Insurance Group, is a
nonprofit credit union and a subsidiary of Texans Credit Union.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on September 5, 2009 (Bankr. N.D. Texas Case No. 09-
35981).  Scott Mark DeWolf, Esq., at Rochelle McCullough L.L.P.
assists the Debtors in their restructuring efforts.  Texans CUSO
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


TINY HANDS DAY CARE: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tiny Hands Day Care, Inc.
          dba Tiny Hands Preparatory Academy, Inc.
        8210 Walmsley Boulevard
        Richmond, VA 23235

Bankruptcy Case No.: 09-37632

Chapter 11 Petition Date: November 19, 2009

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

Judge: Chief Judge Douglas O. Tice Jr.

Debtor's Counsel: John C. Smith, Esq.
                  DurretteBradshaw, PLC
                  600 East Main Street, 20th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6900
                  Email: jsmith@durrettebradshaw.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
7 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-37632.pdf

The petition was signed by Gertrude V. Powell-Robinson, president
of the Company.


TLC VISION: Forbearance Expires; Continues Talk with Lenders
------------------------------------------------------------
TLCVision Corporation reports that the limited waiver and
forbearance which had been granted to the Company by its senior
lenders under the Company's secured credit facility, expired in
accordance with its terms on November 15, 2009.

The Company is in active discussions with its lenders to ensure
that it has sufficient liquidity in excess of what is available
under its Credit Facility, although there is no assurance that the
Company can obtain additional liquidity on commercially reasonable
terms, if at all.  If the Company is unable to obtain or sustain
the liquidity required to operate its business the Company may
need to seek to modify the terms of its debts or to reorganize its
capital structure.  There can be no assurances that the lenders
will grant such restructuring, waivers or amendments on
commercially reasonable terms, if at all.  If the Company is
unable to obtain or sustain the liquidity required to operate its
business, the Company may need to seek to modify the terms of its
debts through court reorganization proceedings to allow it, among
other things, to reorganize its capital structure.

The Company is also in discussions with certain third parties
regarding the sale of certain non-core assets.

The credit agreement, dated June 21, 2007, as amended, provides
for an $85 million term loan and a $25 million revolving credit
line.  As of October 31, 2009, the principal amount outstanding
under the credit facility was approximately $100.1 million.

As of September 30, 2009, the Company failed to make various
mandatory payments under its Credit Agreement and related
amendments.  The payments included interest on the term and
revolving credit advances of $2.8 million, principal payments on
term advances of $400,000 and $1.4 million of other mandatory
payments.

Given the payment defaults, and that it is unlikely that the
Company will be in compliance with the covenants currently in the
Credit Facility for the balance of 2009 beyond the current waiver
period unless amended, all term borrowings aggregating
$76.7 million under the Credit Facility have been recorded as
current liabilities as of September 30, 2009, and December 31,
2008.  Accordingly, at September 30, 2009, and December 31, 2008,
the Company has working capital deficiencies of approximately
$103.6 million and $99.5 million, respectively.

In its Quarterly Report on Form 10-Q for the September 30, 2009
quarter, the Company said it borrowed an additional $17.4 million
under the revolving portion of its Credit Facility during the nine
months ended September 30, 2009, which reduced the open
availability under the Credit Facility to approximately $600,000
at September 30, 2009.  The outstanding balance of $23.4 million
under the revolving portion of the Credit Facility is also
recorded as a current liability as of September 30, 2009.

The Company will likely continue to incur operating losses in 2009
and its liquidity will likely remain constrained such that it may
not be sufficient to meet the Company's cash operating needs in
this period of economic uncertainty.

The Company's independent registered public accounting firm's
report issued in the December 31, 2008 Annual Report on Form 10-K
included an explanatory paragraph describing the existence of
conditions that raise substantial doubt about the Company's
ability to continue as a going concern, including significant
losses, limited access to additional liquidity and compliance with
certain financial covenants.

St. Louis, Missouri-based TLCVision Corporation (NASDAQ:TLCV;
TSX:TLC) -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care.  Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.


TLC VISION: Reports $10 Million Net Loss for Sept. 30 Quarter
-------------------------------------------------------------
TLCVision Corporation last week reported results for the third
quarter ended September 30, 2009:

     -- Revenue for the third quarter was $51.6 million, a 10%
        decrease over prior year revenue of $57.5 million, with
        refractive revenues showing a decline of 22%.

     -- Refractive Centers revenue of $22.2 million decreased by
        22%, as same-store majority-owned center procedures
        declined by 17%, less than estimated market declines.

     -- Doctor Services revenue of $22.2 million decreased by 2%,
        due primarily to the sale of the Phoenix ambulatory
        surgery center.

     -- Eye Care revenue of $7.2 million increased 13%.  This
        increase was due to increases in franchisee revenue.

     -- General and administrative and marketing costs declined by
        35% or $5.7 million below prior year due to cost reduction
        initiatives.

     -- Other expenses increased $6.6 million due to various
        restructuring activities including legal fees, consulting
        costs and severance charges.

     -- Consolidated net loss attributable to TLC Vision
        Corporation for the third quarter was ($10.0) million,
        compared to ($6.7) million from the prior year period. Net
        loss attributable to TLC Vision Corporation per diluted
        share for the third quarter was ($0.20), compared to net a
        loss of ($0.13) for the prior year period.

     -- Pro-forma net loss attributable to TLC Vision Corporation
        for the third quarter (excluding impairment, severance and
        restructuring charges) was ($2.3) million or ($0.04) per
        fully diluted share, compared to ($5.2) million, or
        ($0.10) per fully diluted share in the third quarter of
        2008.

     -- Adjusted EBITDA for the third quarter was $6.7 million, or
        $0.13 per fully diluted share, compared to $2.7 million,
        or $0.05 per fully diluted share for the third quarter of
        2008.

TLCVision also reported results for the nine months ended
September 30, 2009:

     -- Revenue for the nine months ended September 30, 2009, was
        $179.5 million, a 19% decrease over prior year revenue of
        $222.0 million, with refractive revenues showing a decline
        of 33%.

     -- Refractive Centers revenue of $85.1 million decreased by
        33%, as same-store majority-owned center procedures
        declined by 30%.

     -- Doctor Services revenue of $70.3 million decreased by 4%,
        reflecting weakness in the refractive access business
        partially offset by growth in the cataract business.

     -- Eye Care revenue of $24.1 million increased 8% as a result
        of increased franchises and revenue per franchisee.

     -- General and administrative and marketing costs declined by
        34% or $18.2 million below prior year due to cost
        reduction initiatives.

     -- Other expenses increased $15.3 million due to various
        restructuring activities including legal fees, consulting
        costs and severance charges.

     -- Consolidated net loss attributable to TLC Vision
        Corporation for the nine months ended September 30, 2009
        was ($18.2) million, compared to a loss of ($2.8) million
        for the prior year period. Net loss attributable to TLC
        Vision Corporation per diluted share for the nine months
        ended September 30, 2009, was ($0.36), compared to a net
        loss per diluted share of ($0.06) for the prior year
        period.

     -- Pro-forma net loss attributable to TLC Vision Corporation
        for the nine months ended September 30, 2009 (excluding
        impairment, severance and restructuring charges) was
        ($2.2) million, or ($0.04) per fully diluted share,
        compared to a loss of ($1.3) million, or ($0.03) per fully
        diluted share for the prior year period.

     -- Adjusted EBITDA for the nine months ended September 30,
        2009 was $21.3 million, or $0.42 per fully diluted share,
        compared to $22.2 million, or $0.44 per fully diluted
        share, for the first nine months of 2008.

At September 30, 2009, the Company had total assets of
$130.0 million and total liabilities of $166.8 million.  At
September 30, 2009, the Company had accumulated deficit of
$391.8 million, total TLC Vision stockholders' deficit of
$51.3 million, noncontrolling interest of $14.5 million, and
stockholders' deficit of $36.7 million.

James B. Tiffany, President and Chief Operating Officer of
TLCVision, commented, "TLCVision posted solid operating results
during the third quarter of 2009.  Our refractive centers
procedure volume was down 17% for the quarter, in-line with
industry metrics and we continued to reduce costs during the
quarter.  We reduced our fixed cost structure by $9.2 million in
the third quarter, a 23% decrease from the prior year.
We continue to benefit from strong performances in our non-
refractive businesses as they continue to contribute positive
EBITDA and cash flow.  Our non-refractive businesses, which
include other surgical procedures and general eye care, accounted
for 46% of our total revenue for the third quarter.  We continued
to see solid growth in both our cataract business and eye care
business.  Our consolidated cash balance at September 30, 2009,
was $13.2 million."

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?49ed

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

St. Louis, Missouri-based TLCVision Corporation (NASDAQ:TLCV;
TSX:TLC) -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care.  Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.


TRIBUNE CO: Bank Debt Trades at 49% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 51.00 cents-on-the-
dollar during the week ended Friday, Nov. 20, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.63 percentage
points from the previous week, The Journal relates.  The loan
matures May 17, 2014.  Tribune pays 300 basis points above LIBOR
to borrow under the facility.  Moody's has withdrawn its rating on
the bank debt, while it is not rated by Standard & Poor's.  The
debt is one of the biggest gainers and losers among 178 widely
quoted syndicated loans with five or more bids in secondary
trading in the week ended Nov. 20.

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: Begins Omnibus Claims Objections
--------------------------------------------
Tronox Inc. has began filing omnibus claims objections in its
bankruptcy cases.

In the first omnibus claims objection, the Debtors object to, and
ask the Court to, disallow and expunge these claims other than the
Surviving Claims:

  * about 150 Duplicative and Amended Claims, a schedule of
    which is available for free at:

    http://bankrupt.com/misc/Tronox_1stOO_D&AClaims.pdf

  * 42 Duplicative Claims totaling $4,052,008, a schedule of
    which is available for free at:

    http://bankrupt.com/misc/Tronox_1stOO_DuplicativeClaims.pdf

  * 29 Amended Claims totaling $3,130,544, a schedule of which
    is available for free at:

    http://bankrupt.com/misc/Tronox_1stOO_AmendedClaims.pdf

  * 29 Cross Debtor Duplicate Claims totaling $9,153,579, a
    schedule of which is available for free at:

    http://bankrupt.com/misc/Tronox_1stOO_CDDClaims.pdf

Tronox Bankruptcy News provides in-depth coverage to all omnibus
claims objections, including responses, bankruptcy court orders,
and settlements reached by the parties in connection with the
subject claims.

                         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: Kirkland & Ellis Bills $4.5 Mil. for April-August
-------------------------------------------------------------
Professionals retained in Tronox Inc.'s bankruptcy cases filed
interim applications for the allowance of fees and expenses
incurred for the period from April 1 through August 31, 2009:

A. Debtors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Kirkland & Ellis LLP          04/01/2009-  $4,513,496  $178,421
                               08/31/2009

Alvarez & Marsal North        04/01/2009-  $1,231,214   $78,379
America, LLC                  08/31/2009

Rothschild Inc.               04/21/2009-  $1,000,000   $99,797
                               08/31/2009

Ernst & Young LLP             04/01/2009-    $195,845      $941
                               08/31/2009

Togut, Segal & Segal LLP      04/01/2009-    $155,513      $960
                               08/31/2009

Kirkland & Ellis LLP serves as the Debtors' main counsel.
Alvarez & Marsal North America, LLC, serves as the Debtors'
crisis managers.  Ernst & Young LLP is the Debtors' auditor and
tax advisor.  Rothschild Inc. is the Debtors' financial advisor
and investment banker.  Togut, Segal & Segal LLP serves as the
Debtors' conflicts counsel.

B. Official Committee of Unsecured Creditors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Paul, Weiss, Rifkind,         04/01/2009-   $866,733    $26,172
Wharton & Garrison LLP        08/31/2009

Pillsbury Winthrop Shaw       03/13/2009-   $857,269    $32,621
Pittman LLP                   08/31/2009

Jefferies & Company, Inc.     04/01/2009-   $600,000    $33,860
                              08/31/2009

Kasowitz, Benson, Torres &    04/01/2009-   $227,567     $2,500
Friedman LLP                  06/30/2009

Official Committee of         04/01/2009-         $0    $23,103
Unsecured Creditors           08/31/2009

Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as the
Creditors' Committee's main counsel.  Pillsbury Winthrop Shaw
Pittman LLP serves as the Committee's bankruptcy counsel.
Kasowitz, Benson, Torres & Friedman LLP serves as the Committee's
conflicts counsel.  Jefferies & Company, Inc. is the Committee's
financial advisor.

The Court will convene a hearing on November 18, 2009 at 11:00
a.m. (Eastern Time), to consider the Interim Fee Applications.
Objections were due on November 11, 2009.

                         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. &nb