TCR_Public/091125.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 25, 2009, Vol. 13, No. 326

                            Headlines

72 TOWNSEND: Case Summary & 13 Largest Unsecured Creditors
A. CAMP EQUIPMENT: Case Summary & 20 Largest Unsec. Creditors
ABITIBIBOWATER INC: Canada Court Denies Provinces E-Data Access
ABITIBIBOWATER INC: Canada Court OKs ACUK as Debtor Company
ABITIBIBOWATER INC: Proposes March 12 Extension of Removal Period

ADVANCED MICRO: Fitch Affirms Issuer Default Rating at 'B-'
ALERIS INT'L: Gets Nod to Hire PwC as Special Accountants
ALERIS INT'L: Unit Gets Nod for Sale of Certain Assets to Moreno
ALERIS INT'L: Wants Deloitte Financial to Provide Add'l Valuation
AMELIA ISLAND: Has Two Competing Offers for DIP Loans

AMERICAN INT'L: CEO Benmosche Signs Noncompete Agreement
ANDREW YOUNG: Voluntary Chapter 11 Case Summary
ANDY'S TRUCK: Case Summary & 9 Largest Unsecured Creditors
ARCHANGEL DIAMOND: Equity Holders at Sept. 3 to Vote for Plan
AVIZA TECHNOLOGY: Can Use Prepetition Lenders' Cash Collateral

BERNARD MADOFF: Investors Want Valid Start Date for Fraud
BERNARD MADOFF: Merkin's Funds Want Trustee Suit Dismissed
BLUEHIPPO FUNDING: Has $750,000 in DIP Financing
BLUEHIPPO FUNDING: Case Summary & 20 Largest Unsecured Creditors
BLUMENTHAL MILLS: Deciding on Shutdown; Buyer Could Save Plant

BRITISH AMERICAN INSURANCE: Files for Bankruptcy in U.S.
BRITISH AMERICAN INSURANCE: Chapter 15 Case Summary
BROADSTRIPE LLC: DIP Loan Increased, Maturity Extend to April 30
BUILDING BLOCKS: Case Summary & 16 Largest Unsecured Creditors
BURLINGTON COAT: Board Adopts Revised Code of Business Conduct

CALIFORNIA COASTAL: Can Sell Homes and Continue Customer Programs
CAPE CORAL: Files for Bankruptcy, Expects 6-Month Case
CASCADE ACCEPTANCE: Voluntary Chapter 11 Case Summary
CATALYST PAPER: Offers Noteholders Debt Plus Stock
CENTAUR LLC: Has Potential Investor for Valley View Project

CHAMPION ENTERPRISES: Gets Nod to Hire Epiq as Claims Agent
CHAMPION ENTERPRISES: Taps Dykema Gossett as Special Counsel
CHARTER COMMUNICATIONS: Judge Rejects Lenders' Bid to Block Exit
CHEMTURA CORP: Gets Nod to Amend & Assume Middlebury Lease
CHEMTURA CORP: Gets Nod to Assume Vignette Master Agreement

CHEMTURA CORP: Gets Nod to Enter Into NNN Office Lease
CIRCUIT CITY: Sues Sharp Over $3M Contract Breach
CIT GROUP: Gets Final OK to Access $500-Mil. BofA Facility
CIT GROUP: Michael Carpenter Resigns From Board of Directors
CIT GROUP: Proposes Curtis Mallet as Conflicts Counsel

CITIGROUP INC: Citi Funding to Issue 3 Series of Securities
COASTAL COMMUNITIES: Gets Interim Approval to Use Cash Collateral
COLONIAL BANCORP: Freddie Mac Files $595 Million Claim
COMMERCIAL CAPITAL: CCIF Ch. 11 Trustee Election Set For Dec. 7
COMPUTER SYSTEMS: Asks Court OK to Use Cash Collateral

CONSECO INC: Reports Net Income of $15.4 Million in Q3 2009
COUDERT BROTHERS: Baker & McKenzie Breaches Agreement
CROSSWIND COMMUNITIES: Target of Lawsuits Over Failed Projects
DANKA BUSINESS: Ironwood Holds 567,091 Sponsored ADRs
DAVID GONZALEZ: Case Summary & 15 Largest Unsecured Creditors

D.A.Y. INVESTMENTS: Voluntary Chapter 11 Case Summary
DELTA AIR LINES: Ex-CFO Burns Says Claims are Valid
DELTA AIR LINES: Reports October Traffic Results
DELTA AIR LINES: Smith, et al., Appeal Claim Subordination
DHP HOLDINGS: Chapter 7 Conversion Hearing Adjourned to Dec. 1

DIGICEL LIMITED: Fitch Assigns 'B-/RR4' Rating on Senior Notes
DIGICEL LIMITED: Moody's Assigns 'B1' Rating on $500 Mil. Notes
DONATO ENTERPRISE: Voluntary Chapter 11 Case Summary
DRYSHIPS INC: Prospectus for Notes, Shares Offering Filed
ENERGAS RESOURCES: No Date Yet for Special Shareholders' Meeting

ENERGY FUTURE: Inks Indenture Related to Issuance of 2019 Notes
ENTERPRISE AUDIO VIDEO: Case Summary & 20 Largest Unsec. Creditors
ENVIRONMENTAL POWER: Posts $8.0 Million Net Loss in Q3 2009
ENVIRONMENTAL TECTONICS: Obtains $5.4MM Line of Credit From PNC
EXTENDED STAY: Gets Nod to Hire Ernst & Young as Auditor

EXTENDED STAY: Has Consent to Hire PKF as Appraisers
EXTENDED STAY: Proposes to Probe Wells Fargo Bank
FANNIE MAE: $29.1 Billion Earmarked for Treasury's HFA Programs
FANNIE MAE: Jonathan Plutzik Joins Board of Directors
FINLAY ENTERPRISES: Court Temporarily Extends Exclusive Periods

FONTAINEBLEAU LV: Examiner to Hire Florida Co-Counsel
FONTAINEBLEAU LV: Seeks Nod for Wilmington as Admin. Agent
FOOT LOCKER: S&P Downgrades Corporate Credit Rating to 'B+'
FOSTER WHEELER: Moody's Upgrades Corporate Family Rating to 'Ba1'
FOUNTAIN VILLAGE: Files Chapter 11 in Oregon

FREDDIE MAC: $29.1 Billion Earmarked for Treasury's HFA Programs
FREDDIE MAC: Has $500MM Exposure to TBW; Owed $595MM by Colonial
FX REAL ESTATE: Reports $10,425,000 Net Loss for Q3 2009
FX REAL ESTATE: Robert Sillerman Reports 42.5% Equity Stake
FX REAL ESTATE: Unit's Bankruptcy Moved; Lock Up Deal Challenged

G-I HOLDINGS: Reorganization Plan Declared Effective
GARY II LLC: Voluntary Chapter 11 Case Summary
GEMCRAFT HOMES: Resolves Cash Collateral Use Objections
GEMCRAFT HOMES: Taps Cole Schotz as Bankruptcy Counsel
GENERAL GROWTH: Investors Set For Bonanza Amid Recovery, Says FT

GENERAL MOTORS: Koenigsegg Walks Away From Deal to Buy Saab
GENTIVA HEALTH: Moody's Affirms Corporate Family Rating at 'Ba3'
GLENMARTIN: Prices, Customer Defaults Cue Chapter 11 Filing
GOLD COAST RAND: Voluntary Chapter 11 Case Summary
GRACEWAY PHARMACEUTICALS: Moody's Junks Corporate Family Rating

GUADALUPE TOMICIC: Voluntary Chapter 11 Case Summary
HAUPPAUGE DIGITAL: Receives Non-Compliance Notice From NASDAQ
HEALTHSOUTH CORP: Inks Restrictive Covenant Deal with Workman
HEALTHSOUTH CORP: Inks Underwriting Deal with JPMorgan, et al.
HOKU SCIENTIFIC: Posts $1.2 Million Net Loss in Q2 FY2010

HYTHIAM INC: Posts $8.8 Million Net Loss in Q3 2009
IDEARC INC: Unit Inks Outsourcing Deal with Tata American
IMAX CORP: Amends Credit Facility with Wachovia Canada, EDC
IMPERIAL INDUSTRIAL: Receives NASDAQ Listing Deficiency Notice
INTEGRA TELECOM: S&P Reassigns 'CCC+' Corporate Credit Rating

INTERNATIONAL RECTIFIER: S&P Cuts Corp. Credit Rating to 'B+'
JER INVESTORS: Posts $34.2 Million net Loss in Q3 2009
KRONOS INT'L: Posts $3 Million Net Income for Sept. 30 Quarter
LEHMAN BROTHERS: PwC to Return $11-Bil. With Claims Deal
LEHMAN BROTHERS: Deal Lifting Stay to Allow UBS, Wachovia

LEHMAN BROTHERS: Deal With BNY Regarding Collateral Turnover
LEHMAN BROTHERS: Mich. Housing Agency Sues for Funds Return
LEHMAN BROTHERS: Pact Amending Certificates Ownership
LEHMAN BROTHERS: Lehman Re Stays in Provisional Liquidators' Hands
LEON JAY KLEIN: Case Summary & 20 Largest Unsecured Creditors

LEWIS EQUIPMENT: Judge Refuses to Bar Suits Against Kyle Lewis
LODGIAN INC: Sends Crowne Plaza to Receiver
LYONDELL CHEMICAL: Reliance Should Bid Below $12BB, Analysts Say
LYONDELL CHEMICAL: S&P Sees Limited Benefits for Reliance
MEDCLEAN TECHNOLOGIES: Reports Net Income of $339,306 in Q3 2009

METALS USA: Plans to Repurchase 2012 Toggle Notes
MARVIN CLASS: Case Summary & 2 Largest Unsecured Creditors
MAIDENFORM BRANDS: Moody's Affirms 'Ba3' Corporate Family Rating
MAJESTIC STAR: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
MAJESTIC STAR: Voluntary Chapter 11 Case Summary

MICHAEL DAVIS: Case Summary & 20 Largest Unsecured Creditors
NCI BUILDING: Affeldt, Zrebiec and Holland Appointed to Board
NLRC: Wins Canada Court's Approval to Exit Bankruptcy
OBN HOLDINGS: Reports $178,000 Net in September Quarter
OFFICESOURCE INC: United Stationers Wants to Buy Assets

ONE COMMUNICATIONS: S&P Retains CreditWatch Negative on 'B' Rating
PACIFIC ETHANOL: Annual Stockholders' Meeting on December 29
PACIFIC ETHANOL: Defers Payment of Judgment to Campbell-Sevey
PARADISE PALMS LLC: Case Summary & 20 Largest Unsecured Creditors
PETTERS GROUP: Jury Deliberating on Fraud Claim vs. Founder

PILGRIM'S PRIDE: Fine Tunes Plan of Reorganization
PILGRIM'S PRIDE: Has Cash-Out Election Process for Noteholders
PILGRIM'S PRIDE: Texas Comptroller Objects to Plan
PILGRIM'S PRIDE: Some Claimholders to Receive Interest
PINNACLE GAS: Enters Into Waiver and Credit Facility Agreement

POSITRON CORP: Net Loss Widens to $1,189,000 for Q3 2009
PREBUL AUTO: Owner Pleads Guilty to Bank Theft Charge
PROBE MANUFACTURING: Posts $521,193 Net Profit for Q3 2009
PROTECTION ONE: S&P Raises Corporate Credit Rating to 'B+'
QUEST ENERGY: Drops Plan to Issue Securities Amid Market Woes

QVC INC: S&P Downgrades Corporate Credit Rating to 'BB-'
RADIENT PHARMACEUTICALS: Posts $5MM Comprehensive Loss for Q3 2009
RENEW ENERGY: Weighs Future for Ethanol Plant; 70 Workers Affected
RONSON CORP: Net Loss Widens to $1,641,000 for Q3 2009
SEA ISLAND: Wells Fargo Takes Over Frederica Community

SEVERN BANCORP: Signs Supervisory Agreements With OTS
SIMMONS BEDDING: Court Okays Epiq as Claims & Notice Agent
SIMMONS BEDDING: Gets Interim OK for $35MM DIP Financing
SIMMONS BEDDING: Taps Ropes & Gray as Special IP Counsel
SMART ONLINE: Atlas Capital Discloses 39% Equity Stake

SMART ONLINE: Reports $2,867,137 Net Loss for Q3 2009
SUNRISE SENIOR: Pro Forma Financials Show Effect of Asset Sale
SUNRISE SENIOR: Shareholders OK Six Directors, Ernst & Young
SURPLUS MANAGEMENT SYSTEMS: Voluntary Chapter 11 Case Summary
TAVERN ON THE GREEN: Creditors Panel Joins Trademark Dispute

TAYLOR BEAN: Freddie Mac Sees at Least $500MM Exposure
THORNBURG MORTGAGE: Former CEO Faces Charges Sought by Trustee
TIEGS FAMILY TRUST: Case Summary & 20 Largest Unsecured Creditors
TRACEY MARTEL: Case Summary & 10 Largest Unsecured Creditors
TRUMP CASINOS: Shareholders Want to Form Official Committee

UAL CORP: Files Final Prospectus on Issuance of $810.3MM in EETCs
UAL CORP: PAR Investment Raises Equity Stake to 8.04%
UNIVERSAL CITY: Moody's Upgrades Corporate Family Rating to 'B1'
VIANT HOLDINGS: S&P Puts 'B' Ratings on CreditWatch Positive
WICK BUILDING: To Restructure Division Under Chapter 11

WICK BUILDING: Voluntary Chapter 11 Case Summary
WILLIAM LYON: S&P Raises Corporate Credit Rating to 'CCC'
WRT ENERGY: Goldin Settles Spat Over WRT Liquidation Trust
XOMA LTD: Reports Net Income of $1.5 Million in Q3 2009

* FDIC's "Problem" List at 16-Year High; 552 Banks on List

* Upcoming Meetings, Conferences and Seminars

                            *********

72 TOWNSEND: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 72 Townsend LLC
        72 Townsend St.
        San Francisco, CA 94107

Bankruptcy Case No.: 09-33684

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Stephen D. Finestone, Esq.
                  Law Offices of Stephen D. Finestone
                  456 Montgomery St. 20th Fl.
                  San Francisco, CA 94104
                  Tel: (415) 421-2624
                  Email: sfinestone@pobox.com

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

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

According to the schedules, the Company has assets of $9,007,389
and total debts of $12,214,529.

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

             http://bankrupt.com/misc/canb09-33684.pdf

The petition was signed by Paul Thompson, president of the
Company.


A. CAMP EQUIPMENT: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: A. Camp Equipment LLC
        6635 W. Weddington Dr.
        Fayetteville, AR 72704

Bankruptcy Case No.: 09-75962

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Timothy T. Trump, Esq.
                  Conner & Winters, LLP
                  4000 One Williams Center
                  Tulsa, OK 74172
                  Tel: (918) 586-8513
                  Fax: (918) 586-8613
                  Email: ttrump@cwlaw.com

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

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

According to the schedules, the Company has assets of $7,471,485
and total debts of $13,802,701.

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/arwb09-75962.pdf

The petition was signed by Andy Judkins, president/owner of the
Company.


ABITIBIBOWATER INC: Canada Court Denies Provinces E-Data Access
---------------------------------------------------------------
"With all due respect to the position advanced by [Her Majesty
the Queen in Right of the Province of Newfoundland and Labrador],
the [Canadian] Court considers that [the] Motion [for CCAA
electronic data access] should be dismissed," the Honorable Mr.
Justice Clement Gascon, J.S.C., of the Superior Court Commercial
Division for the District of Montreal in Quebec, Montreal,
Canada.

To recall, the Canadian Province, as a stakeholder in
AbitibiBowater's CCAA Proceedings, sought access to electronic
data rooms on the same basis as Abitibi's other stakeholders and
creditors do -- to ensure the fairness of the restructuring
process.

"To begin with, the status of the Province as a creditor is not
established, while its alleged status as potential creditor
stands on weaker grounds," the Canadian Court stated in a 16-page
opinion.  Mr. Justice Gascon further pointed out that the
Province has not presented sufficient proof that it has made
payments to former employees of Abitibi's Grand Falls mill.

The Canadian Court said that relying on a mere and general
quality of stakeholders remains "quite insufficient" to justify
the request of the Province.

Moreover, Mr. Justice Gascon noted that the Electronic Data Rooms
has not been an open access for every creditor, and certainly not
for every potential stakeholder.  In fact, the Canadian Court
pointed out, access has been limited to some key undisputed
creditors and their financial and legal advisors.

More precisely, access to the Data Rooms have only been given to
(i) secured creditors of Abitibi whose assets are being used in
the restructuring process, and (ii) committees of unsecured
creditors whose status is officially recognized in the Chapter 11
cases, or whose support is essential to the outcome of the
restructuring because of the huge extent of debt owed to them,
Mr. Justice Gascon stated.

A full-text copy of the Canadian Court's Dismissal Order is
available for free at:

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

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Canada Court OKs ACUK as Debtor Company
-----------------------------------------------------------
At the behest of the CCAA Applicants, Mr. Justice Gascon declared
that Abitibi-Consolidated (U.K.) Inc., or ACUK, a subsidiary of
Abitibi-Consolidated Inc., is a debtor company to which the
Companies' Creditors Arrangement Act in Canada applies.

The CCAA Applicants have noted that the restructuring of their
Current European Sales Structure will limit their exposure to
Bridgewater Paper Company Limited.  Pursuant to the Current
European Sale Structure, ACI may be owed by BPCL, on an unsecured
basis at any given time, between US$5 million to US$15 million in
receivables collected by BPCL.

The Canadian Court also authorized ACUK to enter into the Deed of
Amendment with ACI and BPCL pursuant to which BPCL's existing and
future accounts receivables will be assigned to ACUK.

Furthermore, Mr. Justice Gascon authorized ACUK to become
guarantor of the obligations of ACCC under the indenture for the
13.75% Senior Secured Notes due April 11, 2011, and the indenture
for the unsecured US$293 million 15.5% Exchange Notes due
July 15, 2010.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Proposes March 12 Extension of Removal Period
-----------------------------------------------------------------
In accordance with Rules 9006(b) and 9027 of the Federal Rules of
Bankruptcy Procedure, the Debtors ask Judge Kevin J. Carey of the
U.S. Bankruptcy Court for the District of Delaware, to extend the
time within which they may file notices of removal of civil
actions and proceedings in state and federal courts to which they
are or may become parties, through and including March 12, 2010.

The Debtors' current Removal Action Period expired last
November 12, 2009.

According to Sean T. Greecher, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the Debtors have focused
principally on the continued rationalization of their operations,
the disposition of burdensome assets and a thorough evaluation of
their business operations.  Hence, the Debtors have not had an
opportunity to fully investigate their outstanding litigation
matters and adequately consider whether removal, pursuant to
Bankruptcy Rule 9027, is appropriate.

Mr. Greecher contends that extension of the Removal Action Period
will assure that the Debtors' decisions are fully informed and
consistent with the best interests of the estates.  Absent the
Extension, the Debtors would lose a potentially key element of
their overall ability to manage litigation during their Chapter
11 cases even before that litigation would reasonably have been
evaluated, to the detriment of the Debtors, their estates, and
their creditors as a whole, he tells the Court.

According to Mr. Greecher, the tasks and demands on the Debtors'
personnel and professionals give rise to a legitimate need for
additional time to review the Debtors' outstanding litigation
matters and evaluate whether those matters should be removed
pursuant to Bankruptcy Rule 9027.

Mr. Greecher nevertheless points out that counterparties to any
claim or cause of action relating to the Debtors' cases will
suffer no discernible prejudice from the Debtors' request because
prepetition causes of action against the Debtors are stayed by
operation of the automatic stay under Section 362(a) of the
Bankruptcy Code.

Preserving the Debtors' ability to remove actions imposes no
delay or unnecessary burdens on any counterparties to claims or
other causes of action relating to the Debtors' cases, Mr.
Greecher adds.  In fact, he says, counterparties will be better
served if the Debtors have additional time to evaluate their
options as opposed to rushing to meet the Current Removal Action
Period.

Judge Carey will convene a hearing on December 16, 2009, to
consider approval of the Debtors' request.  Objections, if any,
must be filed by December 9.

By operation of Rule 9006-2 of the Local Rules for the U.S.
Bankruptcy Court for the District of Delaware, the Debtors'
Removal Period Deadline is automatically extended until the Court
has had an opportunity to consider and act on the Debtors'
extension request.

                     About AbitibiBowater Inc.

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

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

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

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

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


ADVANCED MICRO: Fitch Affirms Issuer Default Rating at 'B-'
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on Advanced Micro
Devices Inc.:

  -- Long-term Issuer Default Rating affirmed at 'B-';
  -- Senior unsecured debt upgraded to 'B-/RR4' from 'CC/RR6'.

Fitch also has revised the Rating Outlook on AMD to Positive from
Negative.

Fitch expects to rate the proposed private placement of
$500 million of 8.125% senior unsecured notes due 2017 at 'B-
/RR4'.

Approximately $2.8 billion of rated debt securities, pro forma for
AMD's proposed net debt reduction initiatives, are affected by
Fitch's actions.

The revision of the Outlook to Positive from Negative reflects:

  -- AMD's anticipated receipt of $1.25 billion of cash from Intel
     Corp. as part of the companies' recent litigation settlement.
     Importantly, the agreement paves the way for AMD to
     significantly reduce its ownership stake in GLOBALFOUNDRIES,
     its foundry joint venture, and, in conjunction with the
     consummation of Advanced Technology Investment Corporation's
     proposed acquisition of Chartered Semiconductor Manufacturing
     Ltd., deconsolidate GF's financial results over the near
     term.  The agreement also enables AMD to pursue alternate
     manufacturing sources for its microprocessors.

  -- Expected net debt reduction of up to $890 million funded with
     a portion of the settlement proceeds and approximately
     $439 million of net proceeds from its private placement of
     $500 million of senior notes maturing in 2017.  AMD announced
     the redemption of $390 million of 7.75% senior notes due 2012
     at 101.938% of par and tender for up to $1 billion of 5.75%
     convertible senior notes due 2012 at 99% of par, potentially
     materially reducing its aggregate 2012 debt maturities by
     approximately $1.4 billion to $485 million.  The tender offer
     expires on Dec.  16, 2009 and is conditional upon closing the
     $500 million senior note offering.

  -- The Positive Outlook reflects the potential for further
     meaningful debt reduction outside of what has already been
     announced, given that total pro forma debt levels remain
     substantial.

  -- Fitch's expectations for AMD's modestly improved operating
     performance over the near term, driven primarily by recent
     cost reduction initiatives and a stabilizing personal
     computer demand environment.

  -- Strengthened credit protection measures over the near term
     from currently extremely weak levels.  Pro forma for the debt
     reduction and Fitch's expectations for the continuation of
     modestly improved operating trends, Fitch believes
     consolidated AMD could exit 2009 with total leverage (total
     debt-to-operating EBITDA) of approximately 13 times and
     interest coverage (operating EBITDA-to-gross interest
     expense) approaching 1x.  Fitch estimates total leverage for
     the AMD product company, which excludes the operating results
     of GF, may decline to just over 10x with interest coverage
     increasing to almost 1x.

Aside from the aforementioned cash payment, the terms of AMD's
litigation settlement with Intel:

  -- Provide for both companies abandoning all outstanding
     litigation claims against one another;

  -- Restricts Intel from engaging in certain anti-competitive
     commercial practices, which Fitch believes is unlikely to
     meaningfully alter the industry's current competitive
     dynamics;

  -- Extends Intel's and AMD's microprocessor patent cross-
     license agreement that was set to expire in 2011; and

  -- Expands AMD's application of the patent licensing agreement
     to include use by AMD subsidiaries, including GF.

Positive rating actions could result from further debt reduction
driven by stronger than anticipated free cash flow or meaningful
diversification of GF's customer base, thereby reducing AMD's
ownership of GF and leading to de-consolidation.  Negative rating
actions could result from substantial free cash flow usage by AMD
PC, likely as the result of further meaningful microprocessor
market share losses to Intel or material delays in introducing new
products.

Pro forma for the consummation of AMD's net debt reduction
initiatives, liquidity as of Sept. 30, 2009 was sufficient,
consisting solely of approximately $2.9 billion of cash and cash
equivalents, of which approximately $1.9 billion was attributable
to AMD PC.  AMD does not have a revolving bank credit facility at
present.  While Fitch estimates consolidated free cash flow for
2009 will likely be negative $750 million to negative $1 billion,
free cash flow for AMD PC could be nearly break even for the year.
Negative free cash flow at GF is expected to be funded by capital
contributions from AMD's JV partner, ATIC.  ATIC has committed to
funding capital expenditures at GF for the expansion of a
fabrication facility in Dresden, Germany and construction of a new
fabrication facility in upstate New York.  AMD has the option but
not obligation to meet a portion of these capital calls.  While
Fitch expects consolidated free cash flow will also be
meaningfully negative in 2010, AMD PC's annual free cash flow
could be modestly positive, given Fitch's expectations for higher
profitability and $260 million of currently budgeted capital
expenditures for next year.

Pro forma for the proposed debt reduction initiatives, AMD's total
consolidated debt as of Sep. 30, 2009, was approximately
$4.6 billion.  Approximately $2.8 billion was attributable to AMD
PC, and consisted of:

  -- The proposed issuance of $500 million of 8.125% senior
     unsecured notes due 2017;

  -- $485 million of 5.75% senior unsecured convertible notes due
     2012;

  -- Approximately $1.8 billion of 6% senior unsecured convertible
     notes due 2015; and

  -- Capital lease obligations of approximately $31 million.

Approximately $1.8 debt was attributable to GF, including:

  -- Approximately $527 million of obligations under the fab 36
     term loan due 2011;

  -- Capital lease agreements related to energy supply in Dresden,
     Germany totaling approximately $232 million;

  -- $202 million of 4% convertible subordinated notes held by
     ATIC; and

  -- $807 million of 11% convertible subordinated notes held by
     ATIC.

The Recovery Ratings for AMD incorporate Fitch's treatment of AMD
PC and GF on a consolidated basis at present, given the
significant degree of inter-dependence between the companies.
Nonetheless, Fitch believes the recovery ratings for standalone
AMD PC would be substantially similar.  The ratings reflect
Fitch's belief that AMD would be reorganized rather than
liquidated in a bankruptcy scenario, given Fitch's estimates that
the company's reorganization value of approximately $2.5 billion
exceeds a projected liquidation value of approximately
$950 million.  Furthermore, Fitch believes AMD's recent litigation
settlement agreement with Intel supports its role as a viable
alternative microprocessor supplier to Intel and, therefore,
reorganizing rather than liquidating AMD in a bankruptcy scenario.
To arrive at a reorganization value, Fitch assumes a 5x
reorganization multiple, and applies it to its estimate of
distressed operating EBITDA of $500 million, resulting in an
adjusted reorganization value of $2.25 billion after subtracting
administrative claims.

Based upon these assumptions, and given the approximately
$790 million of secured unrated borrowings related to Fab 36 and
capital leases, recovery at the low end of (51%-70%) would be
available for the approximately $2.8 billion of senior unsecured
debt (pro forma for the aforementioned $890 million of net debt
reduction initiatives).  While this range is normally associated
with 'RR3' ratings, Fitch rates the senior unsecured debt at
'RR4', indicating average recovery prospects, given the
considerable risks to AMD growing operating EBITDA to $500 million
from an estimated $182 million for the latest 12 months ended
Sept. 30, 2009,


ALERIS INT'L: Gets Nod to Hire PwC as Special Accountants
---------------------------------------------------------
Aleris International Inc. and its units obtained the Court's
the authority to expand the scope of employment of
PricewaterhouseCoopers LLP pursuant to Sections 327(a) and
328(a) of the Bankruptcy Code.  The additional services to
be rendered by PwC include:

  (a) analyzing operating results for fiscal year 2008 for the
      most recent year-to-date period in 2009;

  (b) reviewing the Debtors' corporate tax structure to evaluate
      the effects of the reorganization on the Debtors' tax
      position and to analyze the Debtors' future tax
      liabilities;

  (c) assessing the effect of the reorganization on employee-
      related obligations and treatment of those arrangements
      post-bankruptcy;

  (d) analyzing historical results and trends in the operation
      of the Debtors' businesses, including by analyzing
      revenue, materials, gross margin and EBITDA;

  (e) assessing the impact of raw materials cost on the Debtors'
      businesses;

  (f) analyzing cost saving initiatives;

  (g) analyzing the quality of earnings estimates and analysis;

  (h) analyzing the Debtors' balance sheet, debt and working
      capital; and

  (i) performing tax and employee benefits diligence.

According to the Debtors, PwC began performing the Additional
Services on September 21, 2009, at these hourly rates:

     Title                                   Range
     -----                                 ---------
     Partner and Managing Director         $775-$950
     Director                              $550-$650
     Manager                               $450-$550
     Senior Associate                      $350-$450
     Associate                             $275-$375
     Administration                        $125-$175

The Debtors will also reimburse PwC for the reasonable expenses
the firm incurred or will incur in relation to the Additional
Services.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Unit Gets Nod for Sale of Certain Assets to Moreno
----------------------------------------------------------------
Aleris Blanking and Rim Products, Inc., obtained permission from
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware to sell equipment, inventory, real property,
and certain lease in accordance with an Asset Purchase Agreement,
dated July 22, 2009, to Moreno Industries, Inc., for $925,000,
free and clear of all liens, claims and interests.

On October 1, 2009, the Debtors filed with the Court a notice of
Revised Asset Purchase Agreement in connection with the motion of
Aleris Blanking and Rim Products, Inc., to sell equipment,
inventory, real property, and a certain lease, free and clear of
liens and encumbrances to Moreno Industries, Inc.

The Debtors tell the Court that since the filing of the Motion,
they have engaged in further discussions with Moreno with respect
to the proposed sale.  Thus, the Debtors and Moreno have revised
the Original Asset Purchase Agreement to make certain non-
material modifications to the same as embodied in a revised asset
purchase agreement.

The changes to the Original Asset Purchase Agreement are:

  (a) The purchaser has changed from Moreno to Specialty Rim
      Supply Inc., an entity affiliated with Moreno created to
      provide financing for the proposed transaction.  Specialty
      Rim Supply is incorporated in Indiana.

  (b) The Sale Assets will include all business records in the
      possession of ABRP related to the Equipment, Inventory, or
      Real Property.  Those assets were originally contemplated
      as part of the original transaction as "other items of
      tangible personal property," but now have been explicitly
      delineated in the Revised Asset Purchase Agreement.

  (c) The closing date has been rescheduled to October 23, 2009.
      Either party may terminate the Revised Asset Purchase
      Agreement if the Closing has not occurred before Nov. 30,
      2009.  The original date was September 15, 2009.

  (d) While real property taxes will still be prorated among
      Specialty Rim and ABRP as of the Closing Date, the Revised
      Asset Purchase Agreement contemplates a specific mechanism
      for the parties to allocate responsibility for tax
      liabilities.

  (e) The Revised Asset Purchase Agreement clarifies that, in
      connection with the real property closing, the escrow
      agent will issue to the purchaser a title insurance policy
      in an amount specified by the purchaser not to exceed the
      amount of the purchase price allocated to the real
      property.

  (f) These liens have been removed from the definition of
      "Permitted Encumbrances":

       (i) Unrecorded tax liens and liens of landlords, liens of
           carriers, warehousemen, mechanics and material men
           incurred in the ordinary course of business; and

      (ii) Liens incurred or deposits made in the ordinary
           course of business in connection with workers'
           compensation, unemployment insurance and other types
           of social security or to secure the performance of
           tenders, statutory obligations, surety and appeal
           bonds, bids, leases government contracts, performance
           and return of money bonds and similar obligations.
           Upon a review of its books and records, including the
           title report for the Real Property, ABRP believes
           that no liens exist.

  (g) The prevailing party to any legal action in connection
      with the Revised Asset Purchase Agreement will be
      responsible for the other party's costs and expenses
      reasonably incurred, including attorneys' fees and expert
      witness fees.

A full-text copy of the Revised Purchase Agreement is available
for free at:

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

                           *     *     *

The Debtors certified to the Court that no objection was filed
with respect to their request for the sale of certain assets to
Moreno Industries, Inc.  In this light, Judge Shannon issued an
order on October 14, 2009, authorizing Aleris Blanking & Rim
Products, Inc., to sell certain of their equipment, inventory,
and real property to Moreno Industries.

Thereafter, Paul N. Heath, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, submitted to the Court a revised
order on October 19, 2009, amending the Original Order to reflect
certain changes in connection with the Revised Asset Purchase
Agreement.  The Revised APA, among other things, identified
Specialty Rim Supply, Inc., as the purchaser.

A full-text copy of the Revised APA and the list of assets to be
sold is available for free at:

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

Judge Shannon subsequently entered the revised order on
October 21, to reflect changes made to the parties' APA.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Wants Deloitte Financial to Provide Add'l Valuation
-----------------------------------------------------------------
Aleris International Inc. and its units seek the Court's authority
to supplement the retention of Deloitte Financial Advisory
Services LLP for the firm to provide additional valuation services
under a Sept. 24, 2009 Long-Lived Assets Valuation Letter and an
Oct. 19, 2009 Fresh-Start Valuation Letter.

The Debtors originally retained Deloitte FAS to provide valuation
services related to their assets to assist with tax planning and
enable them to comply with Section 864(e) of the Internal Revenue
Code.

Under the Long-Lived Assets Valuation Letter, the services
required will include the evaluation and accounting treatment of
certain long-lived plant assets for purposes of evaluating the
need to prepare a Statement of Financing Accounting Standards
144.  Because of the Debtors' need for the Valuation Services,
Deloitte FAS agreed to commence performing services as of
September 28, 2009.  The Debtors propose to pay Deloitte FAS
under the Long-Lived Assets Valuation pursuant to these rates:

    Classification              Hourly Rate
    --------------              -----------
    Director                       $420
    Senior Manager                 $365
    Manager                        $325
    Senior Associate               $235
    Associate                      $190

Under the Fresh-Start Valuation Letter, the services required
will include the revaluation of the Debtors' assets and
liabilities under the fresh-start accounting principles, in
connection with the Debtors' progress towards the filing and
confirmation of a plan of reorganization.  The Debtors seek
approval to pay Deloitte FAS under the Fresh-Start Valuation
Letter pursuant to these rates:

   Classification                Hourly Rate
   --------------                -----------
   Partner/Principal Director       $455
   Senior Manager                   $380
   Manager                          $330
   Senior Associate                 $250
   Associate and Junior Staff       $200

The Debtors tell the Court that they have paid Deloitte FAS
$5,000 for services provided prior to the Petition Date.

Jill Voigt, a principal of Deloitte Financial Advisory Services
LLP, assures the Court that her firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


AMELIA ISLAND: Has Two Competing Offers for DIP Loans
-----------------------------------------------------
Kimberly Morrison at Jacksonville Business Journal reports that a
group of investors offered a deal to provide up to $5 million in
debtor-in-possession financing to Amelia Island Plantation and $15
million to buy equity into the Company upon its emergence from
bankruptcy.

The investor group, named Red Maple Investors, consists of
homeowners at Amelia Island Plantation.  The investment would
allow the investors to take control of the company following its
bankruptcy exit.

Secured creditor Prudential Retirement Insurance and Annuity Co.,
Business Journal relates, protested to the proposed loan, saying
that it prefers to provide the loan directly and with a better
interest rate.  Prudential is asking for 8.7% interest while Red
Maple is asking for 16%.

Amelia Island Plantation owns a 1,350-acre resort on Amelia
Island in Florida.  The resort has 249 rooms and three
golf courses.  The property owes $28.4 million on a first mortgage
held by an affiliate of Prudential Retirement Insurance & Annuity
Co.  The collateral is said by the resort to be worth $46 million.

The Company filed for Chapter 11 on Nov. 13, 2009 (Bankr. M.D.
Fla. Case No. 09-09601). The petition says assets and debt both
exceed $50 million.


AMERICAN INT'L: CEO Benmosche Signs Noncompete Agreement
--------------------------------------------------------
The Wall Street Journal's Serena Ng, citing a person familiar with
the matter, reports that Robert Benmosche, chief executive of
American International Group Inc., has signed a noncompete
agreement and reiterated to AIG's board his commitment to staying.

The moves took place during an AIG board meeting on Tuesday,
according to Ms. Ng.  The Journal relates AIG said it is
"implementing Mr. Benmosche's previously announced compensation
agreement," which was part of a $10.5 million pay package approved
in August by U.S. pay czar Kenneth Feinberg.

The Journal reports that AIG said Tuesday that Mr. Benmosche would
receive his stock salary in "biweekly awards" that would vest
immediately.  He's restricted from selling the shares until five
years after his start date, August 10, 2009.  His pay package also
includes $3 million in annual cash salary and up to $3.5 million
in long-term incentive awards.

As reported by the Troubled Company Reporter on November 12, 2009,
Ms. Ng, and the Journal's Joann S. Lublin and Liam Pleven report
that Mr. Benmosche told employees in an internal memo he remains
"totally committed" to leading AIG.  In the week before that, the
CEO aired frustrations about federal pay curbs to the board of
directors and threatened to resign.

According to the Journal, Mr. Benmosche called the compensation
issue a "barrier" that "stands in the way of restoring AIG's
value" and repaying its government debts, which amount to about
$90 billion.  A Treasury spokesman declined to comment, the report
notes.

                About American International Group

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

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

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

AIG reported a net loss of $3.3 billion on revenue of $52.63
billion for nine months ended Sept. 30, 2009, compared with a net
loss of $37.83 billion on revenue of $63.49 billion in the same
period in 2008.


ANDREW YOUNG: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Andrew L. Young
        38355 Shagbark Lane
        Wadsworth, IL 60083

Case No.: 09-44322

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Gregory K. Stern, Esq.
                  Gregory K. Stern, P.C.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  Email: gstern1@flash.net

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

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 Mr. Young.


ANDY'S TRUCK: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Andy's Truck and Equipment Company
        38355 Shagbark Lane
        Wadsworth, IL 60083

Bankruptcy Case No.: 09-44328

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Gregory K. Stern, Esq.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  Email: gstern1@flash.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
9 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ilnb09-44328.pdf

The petition was signed by Andrew L. Young, president of the
Company.


ARCHANGEL DIAMOND: Equity Holders at Sept. 3 to Vote for Plan
-------------------------------------------------------------
Archangel Diamond Corporation disclosed that the Bankruptcy Court
on Nov. 17, 2009, entered an order establishing the record date
for the purposes of determining those equity holders entitled to
vote upon and receive distributions under its proposed plan of
liquidation as September 3, 2009.

Following the conversion of the case from Chapter 7 to Chapter 11,
Archangel promptly filed its plan of liquidation.

The Plan describes ADC's plan to protect its assets, including its
litigation against Lukoil in Colorado state court through the
operation of a liquidating trust established for the benefit of
its creditors and shareholders.  This trust will be funded by exit
financing provided by Firebird Global Master Fund, Ltd., on terms
that have generally been approved by a number of ADC's major
creditors and equity holders.  If the Disclosure Statement that
will be filed regarding the Plan is approved by the court,
appropriate details concerning the Plan will be timely sent to
creditors and shareholders.

Additionally, ADC is currently involved in an arbitration against
Arkhangelskgeoldobycha in Stockholm, Sweden.  ADC is in the
process of making representations to the arbitral tribunal in view
of the current situation of the Company.

Meanwhile, the Company disclosed Nov. 17 that L. Lamont "Monty"
Gordon has resigned from the Board of Directors.

                      About Archangel Diamond

Archangel Diamond (NEX BOARD:AAD.H) is a Canadian diamond company
focused on exploration and mining in Russia.  The company is
listed on the Toronto Venture Exchange (trading symbol AAD).

Three creditors filed a petition to send Archangel Diamond
Corporation to liquidation under Chapter 7 of the U.S. Bankruptcy
Code on June 26, 2009 (Bankr. D. Colo. Case No. 09-22621).
Archangel subsequently converted its case to a Chapter 11
bankruptcy.


AVIZA TECHNOLOGY: Can Use Prepetition Lenders' Cash Collateral
--------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California, in its second final order,
authorized Aviza Technology Inc. and its debtor-affiliates to use
their prepetition secured lenders' cash collateral.

The Debtors' prepetition secured lenders include United Commercial
Bank, as agent for secured lenders East West Bank and ChinaTrust
Bank (USA.)

The Debtors, agent and the Creditors Committee all agreed that it
is in their mutual best interest that the Debtors be granted the
use cash collateral to fund remaining operations, liquidate
remaining assets, manage the wind down and dissolution of its
subsidiaries, and collect and distribute the sale proceeds and
proceeds of other of the Debtors' assets.

As reported in the Troubled Company Reporter on June 30, 2009, ATI
and Aviza, Inc., entered into a loan and security agreement with
the Banks for a credit facility pursuant to which the Banks
provided credit of $55,000,000 under a revolving line of credit,
an equipment term loan and a real estate term loan.

As of ATI's petition date, ATI and Aviza owed the Banks
$28,300,000.  The Debtors also owed $7,500,000 in unsecured debt.

The Banks assert a perfected security interest in substantially
all of the Debtors' assets, including accounts receivable,
inventory, equipment and real estate.

The Debtors related that their assets are worth substantially more
than the amount of secured debt and relates that the equity
cushion provides the Banks with adequate protection for the use of
cash collateral.

The proposed sale to Sumitomo Precision Products, according to the
Debtors, will, if consummated, result in proceeds sufficient to
pay the Bank's secured claim in full and may possibly result in
proceeds available to distribute to unsecured creditors.  Sumitomo
executed a non-binding letter of intent for the sale of certain
assets of Aviza and certain of its direct and indirect
subsidiaries.

The Debtors will also grant to the Banks a replacement lien on all
property of Aviza acquired after the commencement of the Chapter
11 case of the same types and description as the collateral
securing the Banks' prepetition lien, if any, but excluding claims
for and excluding property acquired by the Debtor post-petition.

                     About Aviza Technology Inc.

Headquartered in Scotts Valley, California, Aviza Technology Inc.
(NASDAQ GM:AVZA) -- http://www.aviza.com/-- designs,
manufactures, sells and supports semiconductor capital equipment
and process technologies for the global semiconductor industry and
related markets.  The Company's systems are used in a variety of
segments of the semiconductor market for advanced silicon for
memory devices, 3-D packaging and power integrated circuits for
communications.  The Company's manufacturing, R&D, sales and
customer support facilities are located in the United Kingdom,
Germany, France, Taiwan, China, Japan, Korea, Singapore and
Malaysia.

The Company and two of its subsidiaries, Aviza Inc. and Trikon
Technologies Inc., filed for Chapter 11 bankruptcy protection on
June 9, 2009 (Bankr. N.D. Calif. Case No. 09-54511).  Judge Roger
L. Efremsky presides over the Chapter 11 case.  Attorneys at the
Law Offices of Murray and Murray represent the Debtors.  At the
time of the filing, Aviza Technology estimated assets and debts of
$10 million to $50 million.


BERNARD MADOFF: Investors Want Valid Start Date for Fraud
---------------------------------------------------------
The New York Times reports that long-term investors of Bernard L.
Madoff's securities firm want Irving H. Picard -- the trustee
liquidating the Madoff estate for SIPC -- to produce a valid
starting date for the Madoff fraud before he determines the claims
of investors whose accounts may predate the Ponzi scheme.

NY Times relates the investors' motion -- filed by Therese M.
Doherty, Esq., and John Oleske, Esq., at Herrick, Feinstein in New
York -- contends that Mr. Madoff's long-term investors cannot
accurately calculate their losses until they know whether any of
their original profits were legitimate.  To determine that, the
motion said, the investors must know when the Ponzi scheme began.

NY Times notes Mr. Picard is calculating investor losses as the
difference between the cash paid into an account and the cash
taken out.  The motion, however, argues that if some of an
investor's early profits were in fact legitimate, those earnings
should count as part of the cash paid into the Ponzi scheme.

According to the Times, the Herrick Feinstein motion echoes more
familiar arguments being made by dozens of other lawyers disputing
the way Mr. Picard is calculating investor losses.  Those motions,
the Times explains, argue that Mr. Picard is violating the SIPC
statute and earlier court rulings by calculating investor losses
on a "cash-in, cash-out" basis rather using the balances shown on
customer account statements before Mr. Madoff's arrest.

"The sum of all of those individual account balances was more than
$64 billion.  By contrast, Mr. Picard has said that the eligible
losses in the fraud, by his formula, total just over $21 billion,"
the Times says.

NY Times notes Herrick Feinstein represent "an obscure, insolvent
company" called Magnify Inc., which is not related to two other
identically named companies in the United States.

Herrick Feinstein, according to the Times, contends "the
information available to date" points to a starting date for the
fraud sometime in the early 1990s -- by which point Magnify
already had "a substantial amount" of legitimate profits in its
Madoff account.

The Times notes that Mr. Madoff, in the sworn statement he made
when he pleaded guilty in March, said his fraud began in the early
1990s.  However, the Times continues, Frank DiPascali Jr.,
Madoff's key lieutenant, who pleaded guilty in August, told the
judge his crime may have started a few years earlier than that,
perhaps in 1989.

According to the Times, a hearing on the matter before Judge
Burton R. Lifland is slated for February 2.  NY Times notes Mr.
Picard declined to comment on Herrick motion, saying that he would
respond to it and the other pending objections in a formal answer
to the court in January.

NY Times says lawyers on both sides of the dispute say that any
decision by Judge Lifland is certain to be appealed at least to
the federal appellate court in New York, which could take up to a
year to reach a decision.

                     About Bernard L. Madoff

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

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

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

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


BERNARD MADOFF: Merkin's Funds Want Trustee Suit Dismissed
----------------------------------------------------------
According to Bloomberg News, J. Ezra Merkin's Ariel and Gabriel
funds have asked the Bankruptcy Court to dismiss a lawsuit filed
by the trustee of Bernard L. Madoff Investment Securities LLC
because they did not profit from their investments in Madoff.
Irving Picard, the trustee, has filed a lawsuit against the funds,
seeking to recover $33 million withdrawn by the two funds in the
six years before Madoff's $50 billion Ponzi scheme was uncovered.
The funds say that they shouldn't be the target of the clawback
suits since the were victims of the fraud, having lost
$617 million to Madoff.

                      About Bernard L. Madoff

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

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

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


BLUEHIPPO FUNDING: Has $750,000 in DIP Financing
------------------------------------------------
According to Bill Rochelle at Bloomberg News, BlueHippo Funding
LLC, has an offer for $750,000 in debtor-in-possession financing
from Five Guys Capital LLC.  BlueHippo already owes Five Guys
$500,000 for secured loans made prepetition.  The debt was in
default since June.

As reported by the TCR on Nov. 24, BlueHippo filed a Chapter 11
after being sued by the Federal Trade Commission for violating a
consent decree from April 2008.

BlueHippo Funding LLC is a direct marketer of computers to
consumers with poor credit records.  The company generated $33.1
million in sales during 2008 and $21.5 million through September
this year. The net loss this year is $1.8 million. BlueHippo is
owned by Joseph K. Rensin.

The Company said it has assets of $10 million while debt is
$12.1 million.  The case is In re Distinctive Call Response LLC,
09-14154, U.S. Bankruptcy Court, District of Delaware
(Wilmington).


BLUEHIPPO FUNDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: BlueHippo Funding, LLC
        7000 Security Boulevard
        Baltimore, MD 21244-2543

Case No.: 09-14154

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Alliance Call Response, LLC                        09-_____
BlueHippo Capital, LLC, a Nevada Corporation       09-14155
BlueHippo Funding, LLC                             09-_____
Boost Credit, LLC                                  09-_____
Digital Boulevard, LLC                             09-_____
Distinctive Call Response Inc.                     09-_____
Dynamic Call Response, LLC                         09-_____
Instant Call Response, LLC                         09-_____
Interactive Call Response Inc.                     09-_____
Omega Call Response, LLC                           09-_____
Rapid Call Response, LLC                           09-_____
Reliable Call Response, LLC                        09-_____
Strategic Call Response, LLC                       09-_____

Chapter 11 Petition Date: November 23, 2009

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

Debtor's Counsel: Eric Michael Sutty, Esq.
                  Fox Rothschild LLP
                  Citizens Bank Center, Suite 1300
                  919 North Market Street
                  P.O. Box 2323
                  Wilmington, De 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920
                  Email: esutty@foxrothschild.com

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

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

The petition was signed by John Delta, the company's CFO.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Federal Trade Commission   Litigation             Unknown
601 New Jersey Avenue,
NW Suite 2122
Washington, DC 20580

Dell Marketing LP                                 $3,770,006
Dell USA LP
Department CH14012
Palatine, IL 60055-4012

Manatt, Phelps & Phillips,                        $1,242,432
LLP
11355 West Olympic Blvd.
Los Angeles, CA 90064-1614

Premier BPO                                       $557,124
The Crusman Building
55 North First Street
Suite 300
Clarksville, TN 37040

Farella, Braun & Martel LLP                       $290,815
Russ Building
235 Montgomery Street
San Francisco, CA 94104

Venable LLP                                       $175,907

Edison Worldwide                                  $150,000

United Nearshore Operations,                      $111,484
Inc.

Neal & Harwell PLC                                $70,231

Media Alternatives                                $64,417

2 Way Traffic USA, Inc.                           $53,180

Steptoe & Johnson, PLLC                           $39,839

ICS Corporation                                   $38,917
Attn: Accounts Receivable

Echo Media                                        $38,641

Nearshore Call Center                             $35,000
Craigmuir Chambers

Renegade Productions                              $30,814

Macro Mark Inc.                                   $29,914

Valassis                                          $29,378

Tech Data                                         $29,037

International Data & Contact                      $28,000
Attn: Javier Neyra


BLUMENTHAL MILLS: Deciding on Shutdown; Buyer Could Save Plant
--------------------------------------------------------------
Tonya Brown at CarolinaLive.com reports that Blumenthal Mills will
decide next week whether to shut down the plant, wherein workers
could lose their jobs in the closing.  According to the report,
Marion County Economic Development officials said an offer is on
the table to buy Blumenthal, which could keep the plant going.

Based in Marion County, Blumenthal Mills --
http://www.blumenthalprintworks.com/-- makes ticking fabric;
broadwoven wool or similar fabric weaving mill; and manmade
broadwoven fabric mill Bolting cloth.  The Company filed for
Chapter 11 bankruptcy in late October 2008.


BRITISH AMERICAN INSURANCE: Files for Bankruptcy in U.S.
--------------------------------------------------------
Dawn McCarty at Bloomberg News reports that Bahamas-based British
American Insurance Co. sought bankruptcy protection from creditors
in the U.S. by filing a Chapter 15 petition November 23 in West
Palm Beach, Florida.

Chapter 15 protects foreign companies from U.S. lawsuits and
creditor claims while a company reorganizes abroad.

The petition was filed on behalf of Brian Glasgow, as judicial
manager of British American Insurance.  Mr. Glasgow was appointed
by the Eastern Caribbean Supreme Court in the High Court of
Justice of Saint Vincent and the Grenadines.

British American is a Nassau, Bahamas-based insurance and
financial services company.  It listed debt of $500 million to
$1 billion and assets of more than $100 million in its Chapter 15
petition (Bankr. S.D. Fla. Case No. 09-3588).


BRITISH AMERICAN INSURANCE: Chapter 15 Case Summary
---------------------------------------------------
Chapter 15 Petitioner: Brian Glasgow,
                       foreign representative

Chapter 15 Debtor: British American Insurance Company Limited,
                   Incorporated under laws of the Commonwealth of
                   the Bahamas
                   Serville & Co.
                   13 East Avenue, Centreville
                   Nassau, Bahamas

Chapter 15 Case No.: 09-35888

Type of Business: The Debtor provides insurance and financial
                   services.  See http://www.baico-intl.com/

Chapter 15 Petition Date: November 23, 2009

Court: Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Chapter 15 Petitioner's Counsel: Leyza F. Blanco, Esq.
                                 1221 Brickell Ave #1650
                                 Miami, FL 33155
                                 Tel: (305) 416-6880
                                 Fax: (305) 416-6887
                             Email: leyza.blanco@gray-robinson.com

Estimated Assets: $100,000,001 to $500,000,000

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


BROADSTRIPE LLC: DIP Loan Increased, Maturity Extend to April 30
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Broadstripe LLC
agreed with lenders to increase the credit financing the
reorganization from $15 million to $16.75 million while extending
the maturity from Dec. 31 to April 30.  The Court will consider
the proposed amendments to the DIP financing at a hearing Dec. 7.

Broadstripe already filed a reorganization plan to carry out an
agreement reached before the Chapter 11 filing with holders of the
first- and second-lien debt.  But like in the previous extension
requests, Broadstripe noted that the official committee of
unsecured creditors has filed a lawsuit seeking to invalidate the
lenders' liens.  Until the suit is resolved, the Committee won't
support a plan that recognizes the validity of the lenders'
claims.

                      About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del.
Lead Case No. 09-10006).  Attorneys at Ashby & Geddes, and Gardere
Wynne Sewell LLP represent the Debtors in their restructuring
efforts.  The Debtors tapped FTI Consulting Inc. as their
restructuring consultant, and Epiq Bankruptcy Consultants LLC as
their claims agent.  In its petition, Broadstripe listed assets
and debts between $100 million and $500 million.


BUILDING BLOCKS: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Building Blocks Constructors Corp
        6420 Via Colinita
        Rancho Palos Verdes, CA 90275

Bankruptcy Case No.: 09-42842

Chapter 11 Petition Date: November 23, 2009

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

Judge: Barry Russell

Debtor's Counsel: Dennis Sanchez, Esq.
                  The Law Office of Dennis Sanchez
                  5307 E Beverly Blvd
                  Los Angeles, CA 90022
                  Tel: (323) 725-7714
                  Fax: (323) 725-6313

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 $2,168,500
and total debts of $2,625,949.

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

            http://bankrupt.com/misc/cacb09-42842.pdf

The petition was signed by Guadalupe Tomicic, president of the
Company.


BURLINGTON COAT: Board Adopts Revised Code of Business Conduct
--------------------------------------------------------------
The Board of Directors of Burlington Coat Factory Warehouse
Corporation, a wholly owned subsidiary of Burlington Coat Factory
Investments Holdings, Inc., on November 17, 2009, adopted a
revised Code of Business Conduct and Ethics which applies to all
of the Company's directors, officers and other employees,
including its principal executive officer, principal financial
officer, principal accounting officer and controller.

The Code also includes a Code of Ethics for the Chief Executive
Officer and Senior Financial Officers, which applies to the
Company's principal executive officer, principal financial
officer, principal accounting officer, controller and other
designated members of the Company's management.

The Code was revised, among other things, to (1) enhance the
overall readability and understanding of the Code, (2) further
define and restrict activities between the Company and its
vendors, and (3) augment the Code's language to clarify and
emphasize key compliance areas.

                    About Burlington Coat Factory

Burlington Coat Factory -- http://www.burlingtoncoatfactory.com/
-- is a nationally recognized retailer of branded apparel, shoes
and accessories for men, women and children.  The Company
currently serves its customers through its 442 stores in 44 states
and Puerto Rico.  As of October 16, 2009, the Company operates 442
stores under the names "Burlington Coat Factory Warehouse" (424
stores), "MJM Designer Shoes" (15 stores), "Cohoes Fashions" (two
stores), and "Super Baby Depot" (one store) in 44 states and
Puerto Rico.

At August 29, 2009, the Company had $2.59 billion in total assets
against total current liabilities of $710.6 million, long-term
debt of $1.30 billion, other liabilities of $149.0 million,
deferred tax liability of $319.8 million; resulting in
stockholders' equity of $111.6 million.

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


CALIFORNIA COASTAL: Can Sell Homes and Continue Customer Programs
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized, on an interim basis, California Coastal Communities,
Inc. et al., to sell the home located at Trails Home Lot 2.   A
further hearing will be held on Dec. 9, 2009, at 2:00 p.m. at
Courtroom 5B.

As reported in the Troubled Company Reporter on Nov. 9, 2009, as
of the petition date, the Debtors are parties to 17 contracts for
the construction and sale of homes in the Brightwater Project.
The Debtors' Brightwater Project is also subject to liens arising
from the Debtors' prepetition secured financing facilities.  The
Debtors are parties to a Senior Secured Revolving Credit
Agreement, dated as of Sept. 15, 2006, with KeyBank as agent and
lender and other lenders and a Senior Secured Term Loan Agreement,
dated as of Sept. 15, 2006, with the Agent and other lenders.

The Court also authorized, on an interim basis, the Debtors to,
among other things:

   -- continue to enter into contracts for the construction and
      sale of Homes and to take actions to close the sale of Homes
      through Dec. 9, 2009; provided, however, that, (i) the sales
      price of the Homes will be at least 95% of the minimum sales
      price for the applicable Home, and (ii) the purchasers of
      the Homes will be bona fide, non-insider retail purchasers
      acquiring the Homes for cash and for personal use only.

   -- continue with their prepetition Customer Programs through
      Dec. 9, 2009, including without limitation the ability to
      make non-material modifications to prepetition and
      postpetition contracts for the sale of Homes to address
      market conditions or other negotiating changes, and to
      provide additional appropriate incentives consistent with
      ordinary business practices in the homebuilding industry.

                     About California Coastal

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

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


CAPE CORAL: Files for Bankruptcy, Expects 6-Month Case
------------------------------------------------------
Boris Ladwig, city editor at therepublic.com, relates that Cape
Coral Steel has filed for bankruptcy, saying the company expects
business to continue to operate after it emerges from protection
in about six months.

Robert Schulz is the president and owner of the company, Mr.
Ladwig notes.

Cape Coral Steel -- http://www.capecoralsteel.com/-- is a full
service design, build, detailing and fabricating firm.


CASCADE ACCEPTANCE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Cascade Acceptance Corporation
        P.O. Box 400
        Mill Valley, CA 94942

Case No.: 09-13960

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Douglas B. Provencher, Esq.
                  Law Offices of Provencher and Flatt
                  823 Sonoma Ave.
                  Santa Rosa, CA 95404
                  Tel: (707)284-2380
                  Email: dbp@provlaw.com

Estimated Assets: $50,000,001 to $100,000,000

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.


CATALYST PAPER: Offers Noteholders Debt Plus Stock
--------------------------------------------------
Catalyst Paper Corporation is offering to exchange its outstanding
8 5/8% Senior Notes due June 15, 2011, held by Eligible Holders
for its new 10% Senior Secured Notes due December 15, 2016, and
shares of its common stock, no par value.  This is being done on
the basis of the terms and conditions in the offering memorandum
and the accompanying letter of transmittal.

For each US$1,000 in principal amount of Old Notes tendered and
accepted, Catalyst is offering:

   -- US$700 in principal amount of New Notes;

   -- an Early Tender Premium of US$25 in principal amount of
      New Notes to Holders who tender their Old Notes at or prior
      to 5:00 p.m., New York City time, on December 9, 2009,
      unless extended; and

   -- 269 Common Shares.

Assuming 100% participation in the exchange, the maximum aggregate
principal amount of New Notes being offered in the exchange is
US$256,815,000, inclusive of the Early Tender Premium, and the
maximum number of Common Shares being offered in the exchange is
95,287,332.

The New Notes will be secured on a first-priority basis by a
security interest in (1) substantially all of Catalyst's real
property, plant and equipment at its Crofton, Elk Falls, Port
Alberni and Powell River mill locations, (2) substantially all of
Catalyst's plant (leasehold interest only) and equipment at its
paper recycling division and (3) other plant, property or
equipment as Catalyst or the guarantors of the New Notes may
acquire upon reinvestment of any proceeds of a permitted sale of
collateral (subject to certain exceptions).

In conjunction with the Exchange Offer, Catalyst is also
soliciting consents from the holders of the Old Notes to amend the
terms of the indenture governing the Old Notes by, among other
things, eliminating substantially all of the negative covenants
contained in the indenture (other than the Liens, Sale of Assets
and Change of Control Offer covenants), certain defaults and
events of default and certain conditions to a legal or covenant
defeasement, as well as modifying the definition of "Credit
Facilities" in the indenture governing the Old Notes.  In order to
participate in the Exchange Offer, an Eligible Holder must deliver
a consent to the Proposed Amendments in respect of all Old Notes
tendered.  Approval of the Proposed Amendments requires the
consent of a majority of the Eligible Holders of the principal
amount outstanding of the Old Notes (excluding any Old Notes held
by Catalyst or its affiliates).

If the Exchange Offer is consummated, Catalyst intends to conduct
a rights offering pursuant to which Catalyst will distribute to
its shareholders rights to purchase Common Shares for up to an
aggregate subscription price of CDN$100 million.  Catalyst's
largest shareholder, Third Avenue International Value Fund, has
agreed to participate in the Rights Offering and to oversubscribe
in an amount not yet determined by it.  Third Avenue has advised
Catalyst that its participation in the Rights Offering will be
subject to several conditions, including, among others, its
reasonable satisfaction with the exercise price of the rights and
the documentation evidencing its subscription obligations.
Therefore, Third Avenue's participation, if any, in the
contemplated Rights Offering, and the terms and conditions of its
participation, are not yet determined.  Subject to reaching a
satisfactory agreement with Third Avenue, it is Catalyst's
intention to commence the Rights Offering as soon as possible
after the completion of the Exchange Offer and to distribute the
rights to shareholders of record as of a date subsequent to the
date Common Shares are issued to holders of Old Notes
participating in the Exchange Offer.  The subscription price for a
Common Share upon the exercise of a right has not been determined
and will be determined by Catalyst based upon various factors,
including the trading price of the Common Shares at the time the
Rights Offering is commenced and discussions with Third Avenue.
There can be no assurance that the Rights Offering will be
commenced or consummated.

The Exchange Offer will be made, and the New Notes and Common
Shares issued in connection with the Exchange Offer are being
offered and will be issued, in transactions exempt from the
registration requirements of the U.S. Securities Act of 1933, as
amended.  Accordingly, the Exchange Offer is only being made to
holders of Old Notes (i) that are both "qualified institutional
buyers," as that term is defined in Rule 144A under the Securities
Act, and "accredited investors," as that term is defined in Rule
501(a) under the Securities Act, or (ii) outside the United
States, that are persons other than "U.S. persons," as that term
is defined in Rule 902 under the Securities Act, in offshore
transactions in reliance upon Regulation S under the Securities
Act.  In Canada, the Exchange Offer will be made pursuant to the
exemption from the prospectus and registration requirement found
in S.2.14 of National Instrument 45-106 Prospectus and
Registration Exemptions.

The Exchange Offer will expire at 9:00 a.m., New York City time,
on December 24, 2009, unless extended by Catalyst.  Old Notes
tendered and Consents delivered may be withdrawn and revoked at
any time prior to 5:00 p.m., New York City time, on December 9,
2009.  Old Notes tendered and Consents delivered after the
Withdrawal Date may not be withdrawn or revoked.

As described more fully in the Offer Documents, the Exchange Offer
is subject to certain conditions, which Catalyst may assert or
waive, including the condition that Catalyst receive tenders and
Consents in respect of at least 85% of the outstanding aggregate
principal amount of the Old Notes and the receipt of required
Toronto Stock Exchange approvals.

MacKenzie Partners, Inc. is serving as the information agent in
connection with the Exchange Offer.  Eligible Holders can contact
the information agent to request the Offer Documents at (212) 929-
5500 or toll free at (800) 322-2885.  Offer Documents will only be
provided to persons who can certify that they are Eligible Holders
or that they are representatives acting on behalf of Eligible
Holders.  Genuity Capital Markets is acting as financial adviser
to Catalyst.

The New Notes and Common Shares to be issued in connection with
the Exchange Offer will not be registered with the United States
Securities and Exchange Commission under the Securities Act or the
securities laws of any other jurisdiction and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements.

                       About Catalyst Paper

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

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


CENTAUR LLC: Has Potential Investor for Valley View Project
-----------------------------------------------------------
Harnesslink reports that Centaur Gaming said there has been
interest in the Valley View Downs project from potential
investors.  Centaur gaming did not identify the potential
investors.

Centaur, LLC, is a subsidiary of Centaur Inc., which owns and
operates Hoosier Park, a "racino", which opened in June 2008, in
Anderson, Indiana, near Indianapolis, and Fortune Valley Hotel and
Casino, located approximately 35 miles from Denver, Colorado.  The
company also owns Valley View Downs, a development project in
Pennsylvania.

Centaur has defaulted payment under its first lien and second lien
term loans. The Company failed to make its scheduled October 27,
2009 interest payments by the end of the five-day grace period,
which was allowed by the loan agreements.

As a result, Standard & Poor's Ratings Services lowered its
corporate credit and issue-level ratings on Indiana-based Centaur
LLC to 'D'.  Moody's Investors Service lowered Centaur LLC's
probability of default rating to Ca/LD from Caa3.


CHAMPION ENTERPRISES: Gets Nod to Hire Epiq as Claims Agent
-----------------------------------------------------------
Champion Enterprises, Inc., et al., have sought and obtained the
approval of the Hon. Kevin Gross of the U.S. Bankruptcy Court for
the District of Delaware to hire Epiq Bankruptcy Solutions, LLC,
as noticing, claims and balloting agent.

Epiq Bankruptcy will, among other things:

     (i) maintain the list of the Debtors' creditors and be
         responsible for the mailing of the notice(s) of the
         commencement of cases and the deadline to file proofs of
         claim to all creditors of the Debtors and other notices;

    (ii) serve as the Court's agent for the receipt and docketing
         of all proofs of claim filed against the Debtors;

   (iii) provide the Debtors with consulting and computer software
         services and support for the effective organization,
         management and control of creditors' claims against the
         Debtors; and

    (iv) provide balloting services in connection with a plan
         solicitation.

Epiq will be compensated in the ordinary course of business based
on the services it provides at the rates set forth in its
agreement with Champion and the schedule of fees and charges
attached to it, and won't be required to fie interim or final
applications in this case for fees or expenses paid in accordance
with the agreement.  A copy of the agreement is available for free
at http://bankrupt.com/misc/CHAMPION_service_pact.pdf

Daniel C. McElhinney, the Executive Director of Epiq, assured 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. McElhinney maintained that Epiq is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom. Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 bankruptcy protection on
November 15, 2009 (Bankr. D. Delaware Case No. 09-14019).  The
Company's affiliates also filed separate bankruptcy petitions.
James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion,
Esq., Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones
LLP assist Champion in its restructuring effort.  The Company
listed $576,527,000 in assets and $521,337,000 in liabilities as
of October 3, 2009.


CHAMPION ENTERPRISES: Taps Dykema Gossett as Special Counsel
------------------------------------------------------------
Champion Enterprises, Inc., et al., have sought permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Dykema Gossett PLLC as special corporate counsel, nunc pro tunc to
the Chapter 11 petition date.

Dykema Gossett will advise the Debtors with respect to non-
bankruptcy corporate matters, including providing counsel on
securities law generally applicable to publicly traded entities,
assisting in the drafting of asset and stock disposition
agreements, and advising on compliance with Michigan corporate
statutes.  The Debtors assure the Court that Dykema Gossett's
services won't overlap with those provided by the Debtors'
bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP.

Dykema Gossett will be paid based on the hourly rates of its
professionals:

             D. Richard McDonald            $495
             Gerald T. Lievois              $495
             Jeanne M. Moloney              $260
             Adam M. Fishkind               $395
             Casey Koppelman                $295

D. Richard McDonald, Esq., a member of Dykema Gossett, assures the
Court that Dykema Gossett doesn't have interests adverse to the
interest of the Debtors' estates or of any class of creditors and
equity security holders.  Mr. McDonald maintains that Dykema
Gossett is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom. Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 bankruptcy protection on
November 15, 2009 (Bankr. D. Delaware Case No. 09-14019).  The
Company's affiliates also filed separate bankruptcy petitions.
James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion,
Esq., Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones
LLP assist Champion in its restructuring effort.  The Company
listed $576,527,000 in assets and $521,337,000 in liabilities as
of October 3, 2009.


CHARTER COMMUNICATIONS: Judge Rejects Lenders' Bid to Block Exit
----------------------------------------------------------------
According to Bloomberg News, Bankruptcy Judge James Peck denied a
request by Charter Communications Inc.'s lenders, led by JPMorgan
Chase & Co., for a stay, pending their appeal, of the order
confirming Charter's reorganization plan.  The lenders have asked
for a stay, on concern that if the reorganization plan takes
effect, their appeal would be rendered moot.

The Bankruptcy Judge nevertheless, denied a stay and also refused
the lenders' request to bypass the District Court and file their
appeal directly to the U.S. Appeals Court in New York.

"I believe the public interest is served by confirmation and
effectiveness of the plan, not by prolonged period of litigation
and related risk," Judge Peck said, according to Bloomberg.

Notices of appeal to the District Court were filed by lenders
represented by Wilmington Trust Co. and lenders represented by
Wells Fargo & Co.

The terms of the Bankruptcy Court-approved plan reinstate some of
the debt owed to lenders.  The lenders allege Judge Peck is
improperly requiring them to continue lending to Charter following
emergence.  "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."

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

                      The Chapter 11 Plan

Under the Chapter 11 plan negotiated prepetition with some
stakeholders, including Chairman Paul Allen, 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)


CHEMTURA CORP: Gets Nod to Amend & Assume Middlebury Lease
----------------------------------------------------------
Chemtura Corp. and its units obtained authority from the
Bankruptcy Court to:

  (a) enter into an amendment of the Lease Agreement between
      Preston Park 2004 LLC, as successor-in-interest to The
      Middlebury Partnership, and Chemtura Corp., as successor-
      in-interest to Uniroyal Chemical Company, Inc.;

  (b) assume the Middlebury Lease, as amended; and

  (c) pay related cure costs.

Pursuant to the Middlebury Lease, Chemtura leases approximately
318,000 square feet of office and lab space within a building
known as "Preston Park 2004" located in Middlebury, Connecticut.
Specifically, the location houses the Debtors' corporate offices,
business groups, staff functions, global data center and research
laboratories.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the Middlebury Lease requires a $318,185 monthly rent
payment and is scheduled to expire on November 13, 2017.

The Debtors relates that while they are willing to continue to
use a portion of the Middlebury Facility as office and lab space,
Chemtura no longer needs the entire space.  In this regard,
Chemtura and Preston Park entered into arm's-length negotiations
for an amendment to the Middlebury Lease that will permit
Chemtura to occupy a reduced portion of the Middlebury Facility
and that will extend the term of the Middlebury Lease through and
including November 13, 2019.

Under the Amendment, Chemtura will pay rent subject to a modified
reduced pay structure, which will result in a $1,900,000
reduction in rent in the first year alone with expected increased
reductions in operating costs.  The Amendment further provides a
schedule for future rent payments, which will increase each year
over the term of the Lease.

Chemtura proposes to assume the Middlebury Lease as amended, and
as consideration for the amendment, pay cure costs totaling
$946,747, which represents the amount outstanding and in default
under the Middlebury Lease as of the Petition Date.

The Debtors' deadline to assume or reject the Middlebury Lease
expired on October 14, 2009.  The Debtors and Preston Park,
however, previously entered into a stipulation extending the
Debtors' time to make that decision with respect to the
Middlebury Lease until December 14, 2009.  The primary purpose of
the Lease Decision Stipulation was to provide the Debtors and
Preston Park with ample time to negotiate and document a mutually
beneficial amendment to the Middlebury Lease.

As part of their business plan and in furtherance of initiatives
to reduce costs, the Debtors aver that they plan to move and
consolidate certain of their operations previously housed at the
Middlebury Facility to other locations over the course of the
next 18 months.  Specifically, a majority of the laboratories
presently located in the Middlebury Facility will be consolidated
and relocated to nearby Naugatuck, Connecticut, including the
Analytical, Petroleum Additives, Urethanes and Process
Development technical groups, including a few other smaller
functions which will be relocated to the Naugatuck Site.  The
Debtors also plan to relocate the Crop Formulation Group from the
Middlebury Facility to Bethany, Connecticut.

Mr. Cieri further notes that as part of improving their corporate
presence in the industry and as part of their cost-saving
initiatives, the Debtors intend to relocate their executive
offices to Philadelphia, Pennsylvania.  The executive offices
will transition to the Philadelphia, Pennsylvania area, he says,
to take advantage of Philadelphia's close proximity to one of the
major centers of the chemical industry in North America and to be
closer to many of the Debtors' major customers and suppliers as
well as to realize material cost savings.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Gets Nod to Assume Vignette Master Agreement
-----------------------------------------------------------
Chemtura Corp. and its units obtained the Court's authority to:

  (a) enter into the Vignette Products and Services Schedule,
      which amends the Corporate Master Agreement and related
      license schedule between Chemtura Corp. and Vignette
      Corporation n/k/a Open Text;

  (b) assume the Agreement, as amended by the Revised Schedule;
      and

  (c) resolve a dispute with Vignette concerning an alleged
      outstanding prepetition amount owed by Chemtura to
      Vignette under the Agreement.

Before the Petition Date, Chemtura and Vignette entered into the
Agreement for the licensing of Vignette's software products,
which the Debtor uses in connection with its internet website,
and for the delivery of Vignette's maintenance, consulting and
training services.  Specifically, Vignette granted a personal,
non-exclusive, perpetual, non-transferable license to Chemtura
and its affiliates.  Upon Chemtura's payment of certain annual
program, maintenance, service and training fees specified in the
Original Schedule, Vignette agreed to supply its standard
software maintenance and support services for the programs
specified in the Agreement and the Original Schedule.  In
addition, Vignette agreed to provide professional consulting and
other services so long as Chemtura provided access to the
relevant information, personnel, premises, software, data,
equipment or other required resources.

Since the Petition Date, Chemtura and Vignette have disputed
whether Chemtura was in breach of the software licenses granted
under the Agreement.  Vignette has alleged that Chemtura owes it
$108,750 and Chemtura has denied any liability.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the parties have continued operating under the
Agreement pending good faith negotiations to resolve the dispute.
Upon engaging in talks, Chemtura and Vignette have finally agreed
to enter into a Revised Schedule and Chemtura has agreed to
assume the Agreement, as amended.

The material terms of the Revised Schedule are:

  * Vignette will grant Chemtura and its affiliates certain
    programs and use authorizations for a site module and portal
    program, which Chemtura has been using during its Chapter 11
    cases as the parties have negotiated the terms of the
    Revised Schedule.  Upon Chemtura's payment of certain annual
    maintenance fees, Vignette will supply maintenance for the
    site module and portal program;

  * Chemtura will pay $125,577 in program and maintenance fees;

  * Upon execution of the Revised Schedule and as a means to
    settle their dispute concerning alleged prepetition amounts
    owing, Vignette has agreed to waive its right to assert a
    Cure Claim against Chemtura in connection with the
    assumption of the Agreement, as amended.

Mr. Cieri notes that without the execution of the Revised
Schedule or other resolution of the dispute, Vignette is
unwilling to extend its current business relationship with and
offer new services or products to Chemtura.

For these reasons, the Debtors ask the Court to grant their
request.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Gets Nod to Enter Into NNN Office Lease
------------------------------------------------------
Chemtura Corp. and its units obtained authority from the
Bankruptcy Court to enter into an office lease with NNN 1818
Market Street LLC and certain of its affiliates, which agreement
will permit the Debtors to rent the 37th floor of the office
building known as 1818 Market Street.

In light of their cost saving initiatives and with the goal to
improve their corporate presence in the industry, the Debtors
have determined to relocate their executive offices to
Philadelphia, Pennsylvania, the location of the office space NNN
is leasing.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that by transitioning the Debtors' executive offices to
the Philadelphia area, the Debtors will be able to take advantage
of that city's close proximity to one of the major centers of the
chemical industry in North America and will allow the Debtors to
be closer to many of their major customers and suppliers as well
as to realize material cost savings.

Mr. Cieri tells the Court that the assumption of the Lease is an
action in the ordinary course of business.  However, NNN has
conditioned its entry into the Lease upon the Debtors' seeking
and obtaining court approval of the transaction.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CIRCUIT CITY: Sues Sharp Over $3M Contract Breach
-------------------------------------------------
Circuit City Stores Inc. has commenced an adversary proceeding
against Sharp Electronics Corp., seeking to avoid $13.8 million in
preferential transfers and claiming that Sharp breached a contract
and owes it $2.8 million.

Circuit City and Sharp are parties to an April 2003 contract under
which Circuit City sold goods produced by Sharp in its stores.
Under the contract, Circuit City says that it is entitled to
payment from Sharp for receivables for marketing, debits pursuant
to Sharp's price protection policy and debits for the return of
overstock products and defective products.

Prepetition and postpetition through the closing sale of its
stores, Circuit City sold Sharp's products.  However, Circuit City
has not received payment of $2.8 million for credits and
receivables, despite the demand letters it sent to Sharp.

Accordingly, Circuit City filed a complaint against Sharp to seek
damages of at least $2.8 million for the breach of contract.

Circuit City also seeks to recover certain transfers it made to
Sharp.  The Debtor noted that it made multiple transfers to Sharp
aggregating $35.39 million within the 90 days prior to the
Petition Date.  Excluding transfers that have provided new value
to the estates, the Debtor seeks to avoid $13.8 million in
transfers from Sharp.

Circuit City also wants Sharp's claim disallowed until it pays the
$2.8 million.  Sharp had filed a proof of claim asserting an
unsecured claim in the amount of $1,188,744 against the Debtor for
goods sold and denial invoices.

                        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: Gets Final OK to Access $500-Mil. BofA Facility
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York on
Monday granted CIT Group Inc. authority to access the full amount
of the $500 million $500 million letter-of-credit facility
syndicated by Bank of America.  CIT had obtained interim authority
to access $125 million of the DIP financing at the start of its
Chapter 11 case.

Dow Jones Newswires' David McLaughlin says Monday's hearing on the
DIP financing was CIT's second appearance in court since filing
for bankruptcy November 1.  Mr. McLaughlin reports the Court also
approved other routine motions from CIT, including a request to
maintain its cash management system and hire lawyers and financial
advisers for the bankruptcy case.  According to Mr. McLaughlin,
the Court gave final approval to an agreement between CIT and J.P.
Morgan Chase & Co., the lead lender for a group of banks on a $750
million standby letter-of-credit facility for CIT.  The deal is
aimed at preserving the facility and allows J.P. Morgan during the
bankruptcy case to hold on to $100 million in cash collateral
provided by CIT.

According to Mr. McLaughlin, Gregg Galardi, Esq., CIT's bankruptcy
attorney, said Monday that all classes of creditors have now voted
to support the bankruptcy plan.  The company plans to file an
official certification of the vote on Wednesday or by early next
week, he said.

                        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: Michael Carpenter Resigns From Board of Directors
------------------------------------------------------------
On November 16, 2009, Michael A. Carpenter notified CIT Group,
Inc., that he was resigning as a member of its Board of Directors
effective immediately, according to a regulatory filing with the
U.S. Securities and Exchange Commission.

Mr. Carpenter, who has been a member of the Company's Risk
Management Committee and Special Compliance Committee, was named
Chief Executive Officer of GMAC LLC immediately before resigning
as a Director of the Company.  Mr. Carpenter advised the Company
that his decision to resign from CIT's Board of Directors was
based on the increased time demands related to his new position,
according to Joseph Leone, CIT chief financial officer and vice
chairman.

                        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: Proposes Curtis Mallet as Conflicts Counsel
------------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC,
seek the Court's permission to employ Curtis, Mallet-Prevost, Colt
& Mosle LLP as their conflicts counsel, nunc pro tunc to the
Petition Date.

According to Eric Mandelbaum, senior vice president and deputy
general counsel at CIT Group, Inc., the retention of Curtis will
enhance the ability of Skadden, Arps, Slate, Meagher & Flom LLP,
as their lead counsel, to represent the Debtors generally and
assist Skadden in carrying out their duties in the Chapter 11
cases.

Rather than resulting in any extra expense to the Debtors'
estates, the retention of Curtis as conflicts counsel will promote
the effective and economical representation of the Debtors, Mr.
Mandelbaum added.

As conflicts counsel, Curtis will:

  (1) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses and properties;

  (2) attend meetings and negotiate with representatives of
      creditors and other parties in interest;

  (3) take necessary action to protect and preserve the Debtors'
      estates, including prosecuting actions on the Debtors'
      behalf, defending any action commenced against the Debtors
      and representing the Debtors' interests in negotiations
      concerning litigation in which the Debtors are involved,
      including objections to claims filed against the estates;

  (4) prepare motions, applications, answers, orders, appeals,
      reports and papers necessary to the administration of the
      Debtors' estates;

  (5) take any necessary action on behalf of the Debtors to
      obtain approval of a disclosure statement and confirmation
      of one or more chapter 11 plans of reorganization;

  (6) represent the Debtors in connection with obtaining
      postpetition financing;

  (7) advise the Debtors in connection with any potential sale
      of assets;

  (8) advise the Debtors on the rights of offset and the
      applicability of the "safe harbor" provisions of the
      Bankruptcy Code;

  (9) appear before the Court, any appellate courts and the
      United States Trustee, and protect the interests of the
      Debtors' estates before those Courts and the United States
      Trustee; and

(10) consult with the Debtors regarding tax matters.

The Debtors propose to pay Curtis' professionals in accordance
with these hourly rates:

      Professional               Hourly Rate
      ------------               -----------
      Partners                   $675 to $785
      Counsel                    $495 to $595
      Associates                 $290 to $575
      Paraprofessionals          $170 to $210
      Managing Clerks                $415
      Other support              $55 to $325

The Debtors will also reimburse Curtis for out-of-pocket expenses.

Steven J. Reisman, Esq., a partner at Curtis assures the Court
that his firm is a "disinterested person," as that phrase is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

                        About CIT Group

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

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

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

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

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


CITIGROUP INC: Citi Funding to Issue 3 Series of Securities
-----------------------------------------------------------
Citigroup Funding Inc. seeks to issue 883,000 Equity LinKed
Securities, 14% Per Annum, Based Upon the Common Stock of Research
in Motion Limited Due May 26, 2010, at $10.00 per ELKS.  Proceeds
to Citigroup Funding would be $8,719,625 in the aggregate.

A full-text copy of the final pricing supplement is available at
no charge at http://ResearchArchives.com/t/s?4a4b

Citigroup Funding also seeks to issue 2,553,000 Equity LinKed
Securities, 11% Per Annum, Based Upon the Common Stock of Dow
Chemical Company Due December 22, 2010, at $10.00 per ELKS.
Proceeds to Citigroup Funding would be $24,955,575 in the
aggregate.

A full-text copy of the final pricing supplement is available at
no charge at http://ResearchArchives.com/t/s?4a4c

Citigroup Funding also seeks to issue 3,821,000 Equity LinKed
Securities, 10% Per Annum, Based Upon the Common Stock of Bank of
America Corporation Due December 22, 2010, at $10.00 per ELKS.
Proceeds to Citigroup Funding would be $37,350,275 in the
aggregate.

A full-text copy of the final pricing supplement is available at
no charge at http://ResearchArchives.com/t/s?4a4d

                        About Citigroup

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

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

Citigroup, the third-biggest U.S. bank, received $45 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.  Citigroup is selling assets to repay
the bailout funds.

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


COASTAL COMMUNITIES: Gets Interim Approval to Use Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized, on an interim basis, Coastal Communities, Inc., et
al., to:

   -- use their prepetition lenders' cash collateral until
      5:00 p.m. (prevailing Pacific time) on Dec. 9, 2009; and

   -- grant adequate protection to their prepetition lenders.

As reported in the Troubled Company Reporter on Nov. 13, 2009, the
Debtors are requesting access to cash collateral through Jan. 25,
2010.

A final hearing on the Debtors' cash collateral motion will be
held on Dec. 9, 2009, at 2:00 p.m.  Objections, if any, are due
4:00 p.m. on Nov. 25, 2009.

The Debtors are indebted to KeyBank National Association, as agent
and lender, and the lenders party thereto:

   -- in the maximum amount of $100,000,000 pursuant to the Senior
      Secured Revolving Credit Agreement as of Sept. 15, 2006; and

   -- in the maximum amount of $125,000,000 pursuant to the Senior
      Secured Term Credit Agreement as of Sept. 15, 2006.

As adequate protection, the lenders are granted replacement liens
and cash payment of interest at the non-default rates and at the
times provided for in the prepetition credit agreements on the
prepetition indebtedness.  In addition, the Debtors will grant the
lenders replacement liens and superpriority administrative expense
claim in an amount equal to the amount of any collateral
diminution.  The prepetition agent's liens on and security
interests will be subordinate and subject only to carve-out of
$75,000.

                   About California Coastal

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

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


COLONIAL BANCORP: Freddie Mac Files $595 Million Claim
------------------------------------------------------
Freddie Mac (formally known as the Federal Home Loan Mortgage
Corporation) on August 4, 2009, notified Taylor, Bean & Whitaker
Mortgage Corp. that Freddie Mac had terminated TBW's eligibility
as a seller and servicer for Freddie Mac, effective immediately,
and on August 24, 2009, TBW filed for bankruptcy and announced its
plan to wind down its operations.

Freddie Mac's initial estimate of the amount of net potential
exposure related to TBW's loan repurchase obligations is roughly
$500 million as of September 30, 2009.

Unrelated to Freddie Mac's potential exposure arising out of TBW
loan repurchase obligations, in its capacity as a servicer of
loans owned or guaranteed by Freddie Mac, TBW received and
processed certain borrower funds that it held for the benefit of
Freddie Mac.  TBW maintained certain bank accounts, primarily at
Colonial Bank, to deposit such borrower funds and to effect their
remittance to Freddie Mac.  Colonial Bank was placed into
receivership by the Federal Deposit Insurance Corporation on or
about August 14, 2009.  Freddie Mac filed a proof of claim
aggregating roughly $595 million against Colonial Bank on November
18, 2009.  The proof of claim relates to sums that remain, or
should remain, on deposit with Colonial Bank, or with the FDIC as
its receiver, which are attributable to mortgage loans owned or
guaranteed by Freddie Mac and previously serviced by TBW.  These
sums include, among other items, payoff funds, borrower payments
of mortgage principal and interest, as well as taxes and insurance
funds received by TBW on such loans.

Freddie Mac is currently assessing its other potential exposures
to TBW and is working with TBW, the FDIC and other creditors to
quantify these exposures.  At this time, Freddie Mac is unable to
estimate its total potential exposure related to TBW's bankruptcy;
however, the amount of additional losses related to such exposures
could be significant.

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

Freddie Mac narrowed its net loss to $5,013,000,000 for the
three months ended September 30, 2009, from a net loss of
$25,295,000,000 for the same quarter a year ago.  Freddie Mac
posted a net loss of $14,097,000,000 for the nine months ended
September 30, 2009, from a net loss of $26,263,000,000 for the
same period a year ago.

As of September 30, 2009, Freddie Mac had $866,601,000,000 in
total assets against $856,195,000,000 in total liabilities.  As of
September 30, 2009, Total Freddie Mac stockholders' equity was
$10,311,000,000; and Total equity was $10,406,000,000.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

                     About Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) provides diversified financial services, including
retail and commercial banking, wealth management services,
mortgage banking and insurance products.  The BancGroup derives
substantially all of its income from Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operates 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.

On August 14, 2009, Colonial BancGroup's banking unit Colonial
Bank, Montgomery, AL, was closed by the Alabama State Banking
Department and the Federal Deposit Insurance Corporation was named
receiver.  The FDIC sold most of the assets to Branch Banking and
Trust, Winston-Salem, North Carolina.  BB&T acquired $22 billion
in assets and assumed $20 billion in deposits of the Bank.

Colonial BancGroup filed for Chapter 11 bankruptcy protection on
August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP assist the Company in
its restructuring efforts.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.

                         About Taylor Bean

Taylor Bean & Whitaker Mortgage Corp., the 12th largest U.S.
mortgage lender and servicer of loans, filed for bankruptcy
protection on August 24 after being suspended from doing business
with U.S. agencies and Freddie Mac, the government-supported
mortgage company.  Taylor has blamed probes into one of its banks
for the suspensions.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).  Edward J. Peterson, III, Esq., at Stichter,
Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the
Debtor.  Troutman Sanders LLP is special counsel.  BMC Group Inc.
serves as claims agent.  Taylor Bean has more than $1 billion of
both assets and liabilities, and between 1,000 and 5,000
creditors, according to the bankruptcy petition.


COMMERCIAL CAPITAL: CCIF Ch. 11 Trustee Election Set For Dec. 7
---------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
of Commercial Capital, Inc., and its affiliate, CCI Funding I,
LLC, for the purpose of electing a trustee on Dec. 7, 2009, at
1:30 p.m.  The meeting will be held at 999 18th Street, Suite 215,
2nd Floor, South Tower, Denver, Colorado.

All creditors are invited, but not required, to attend and
participate.  Only non-insider creditors holding allowable,
unsecured, undisputed, fixed, and liquidated claims may vote for a
candidate for trustee.

As reported in the Troubled Company Reporter on Nov. 11, 2009,
the Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado directed the U.S. Trustee to appoint a
Chapter 11 trustee in the Chapter 11 case of CCI Funding I, LLC, a
debtor-affiliate of Commercial Capital, Inc.

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.  Commercial
Capital and CCI Funding filed separate petitions for Chapter 11 on
April 22, 2009, and April 24, 2009, respectively (Bankr. D. Colo.
Lead Case No. 09-17238).  Robert Padjen, Esq., at Laufer and
Padjen LLC, assists Commercial Capital in its restructuring
efforts.  In its  bankruptcy petition, Commercial Capital listed
between $100 million and $500 million in assets, and between
$50 million and $100 million in debts.  CCI Funding listed between
$100 million and $500 million each in assets and debts.


COMPUTER SYSTEMS: Asks Court OK to Use Cash Collateral
------------------------------------------------------
Computer Systems Company, Inc., and its subsidiary R4, LLC, have
asked for permission from the U.S. Bankruptcy Court for the
District of Ohio to use cash collateral on an interim basis.

The attorney for the Debtors, Bruce J. L. Lowe, Esq., at TAFT
Stettinius & Hollister LLP, explains that the Debtors need the
money to fund their Chapter 11 case, pay suppliers and other
parties.

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

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

In exchange for using the cash collateral, the Debtors propose to
grant, as adequate protection, to:

     (i) Huntington Bank, the Senior Lender, monthly interest
         payments as set forth in the Budget and continuing valid,
         binding, enforceable and perfected, replacement liens and
         security interests in and on all of the post-petition
         assets of the Debtors to the same extent, amount and
         priority as the Senior Lender's liens existed pre-
         petition without the necessity of any filing of any UCC
         Financing Statement or other document.  Computer Systems
         has a senior, secured credit facility with the Senior
         Lender that, as amended, includes a revolving loan in the
         maximum amount of $13,000,000 and a term loan in the
         maximum amount of $1,500,000.

    (ii) SWPelham Fund L.P. and Development Capital Ventures, LP
         -- the Subordinated Noteholders -- and the IRS continuing
         valid, binding, enforceable and perfected, replacement
         liens and security interests in and on all of the post-
         petition assets of the Debtors to the same extent, amount
         and priority as the Subordinated Noteholder and the IRS
         liens existed pre-petition without the necessity of any
         filing of any UCC Financing Statement or other document.
         Computer Systems obtained additional loans from the
         Subordinated Noteholders in the original principal amount
         of $5,000,000 pursuant to the issuance of secured notes
         which were subordinated to the First Senior Credit
         Facility.

The Senior Lender and the IRS have objected to the Debtors'
request to use cash collateral.  The Senior Lender is against,
among other things:

     -- the Debtors' proposal to pay their counsel $50,000 in the
        first week of the case and $25,000 bi-weekly thereafter,
        thereby, in essence, forcing a carve-out for attorneys'
        fees without Huntington's consent;

     -- the attorney fee carve-out, which is in addition to
        another line item in the budget described as
        "accounting/legal" that aggregates $77,000 in expenses
        over the 13-week period of the proposed budget;

     -- the Debtors' proposal to spend $10,000 every two weeks on
        unidentified "capital expenditures" (without any
        explanation as to how the Debtors could have emergency
        capital expenditure needs);

     -- the Debtors' proposal of payroll line items, which the
        Senior Lender claims do not itemize any proposed payments
        to the Debtors' executives or other insiders, which may be
        substantial, given the aggregate $1.4 million of payroll
        proposed during the 13-week budget period; and

     -- the Debtors' top-line projected income, which the Senior
        Lender claims is not substantiated with any explanation or
        analysis.

The IRS claims that, among other things:

     -- its first lien has priority for all accounts receivable
        which came into existence on or after April 17, 2009.  Its
        second and third liens also have priority on all accounts
        receivable which came into existence on or after July 13,
        2009, and July 24, 2009, respectively.  Its lien interest
        attaches to most, if not all, of Computer Systems'
        accounts receivable.

     -- Computer Systems has failed to provide adequate protection
        Or cash collateral payments to the United States, Internal
        Revenue Service; and

     -- of the $1,590,460 in cash collateral, IRS should receive,
        as part of a 30 day interim order granting authority to
        use cash collateral, at least $7,952.30, which would
        represent the interest due to the IRS on its secured claim
        for the first month.

The IRS wants Computer Systems to:

     -- expeditiously provide an aged receivables list so that IRS
        can determine more precisely the amount of its secured
        claim, and, therefore, the amount of adequate protection
        payments that Computer Systems should pay monthly to IRS
        that it does not accrue additional postpetition
        liabilities; and

     -- timely file postpetition federal tax returns and timely
        pay postpetition taxes due in order to ensure that the
        Computer Systems doesn't fall further behind on his
        obligations to the IRS, and that failure to do so should
        result in termination of the authority to use cash
        collateral and dismissal of the case.

Huntington Bank is represented by:

        Benesch, Friedlander,
        Coplan & Aronoff LLP
        Attn: Stuart A. Laven, Jr.
        David M. Neumann
        David Mayo
        200 Public Square
        Suite 2300
        Cleveland, Ohio 44114-2378
        Tel: (216) 363-4500
        Fax: (216) 363-4588
        E-mail: slaven@beneschlaw.com
                dneumann@beneschlaw.com
                dmayo@beneschlaw.com

The IRS is represented by:

        Steven M. Dettelbach
        United States Attorney
        Attn: Emly B. Berndt
        Special Assistant U.S. Attorney
        Reg. No. 29108
        Carl B. Stokes U.S. Court House
        801 West Superior Ave., Suite 400
        Cleveland, Ohio 44113-1852
        Phone: 216-858-7356
        E-mail: Emly.B.Berndt@irscounsel.treas.gov
        Fax: 216-858-7339

                     About Computer Systems

Strongsville, Ohio-based Computer Systems Co., also known as CSC
Group, is a provider of information management software for
health-care providers.  The Company and its subsidiary, R4, LLC,
filed for Chapter 11 bankruptcy on November 13, 2009 (Bankr. N.D.
Ohio Case No. 09-20802).  Computer Systems said that its assets
were $49.1 million and debt was $33.9 million at September 30,
2009.


CONSECO INC: Reports Net Income of $15.4 Million in Q3 2009
-----------------------------------------------------------
Conseco, Inc., has filed its quarterly report on Form 10-Q for the
three months ended September 30, 2009.

The Company reported net income of $15.4 million for the three
months ended September 30, 2009, compared with a net loss of
$183.3 million in the same period in 2008.

Income before income taxes and discontinued operations was
$64.1 million, compared with income before income taxes and
discontinued operations of $5.7 million in the third quarter of
2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4a32

                          Balance Sheets

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

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4a32

            Net Cash Provided by Operating Activities

Operating activities provided net cash of $465 million for the
nine months ended September 30, 2009, compared with $776.5 million
provided by operating activities in the same period in 2008.

At September 30, 2009, cash and cash equivalents were
$532.3 million compared with $307.9 million at December 31, 2008,
and $894.5 million at September 30, 2009.

At September 30, 2009, restricted cash and cash equivalents were
$12.0 million, and consisted of: (i) $11.2 million held by a
variable interest entity; and (ii) $800,000 of segregated cash
held for the benefit of the former holders of TOPrS.

At December 31, 2008, restricted cash and cash equivalents
consisted of $4.8 million held by a variable interest entity.

                        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.


COUDERT BROTHERS: Baker & McKenzie Breaches Agreement
-----------------------------------------------------
Nate Raymond at New York Law Journal reports that the liquidation
plan administrator for the Coudert Brothers estate has commenced a
lawsuit against Baker & McKenzie for breach of agreement, after
the firm failed to hand over a portion of a contingency fee earned
from work for former Coudert clients.   The administrator, in an
amended complaint, said Baker & McKenzie breached an agreement
signed with Coudert in 2005 that gave Coudert rights to part of
the fee.  Baker & McKenzie has denied any wrongdoing.

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

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


CROSSWIND COMMUNITIES: Target of Lawsuits Over Failed Projects
--------------------------------------------------------------
The Detroit News said in a report that Bernard Glieberman, chief
executive officer of Crosswinds Communities Inc. and chairman of
the Michigan State Housing Development Authority, has been the
target of lawsuits seeking more than $100 million in judgments in
Michigan and around the country over failed projects.

According to the report, Mr. Glieberman, 70, relocated to
Farmington Hills, Michigan, from his longtime corporate
headquarters in Novi after a bank began foreclosure proceedings.

Records show Glieberman and his companies have been sued in the
last two years over more than $100 million in loans.

M. Glieberman has an unfinished housing development in Mason Run.
He acknowledged he was unable to finish the development in Monroe
because of the severe downturn in the housing market.  The city of
Monroe has recently levied thousands of dollars of extra charges
on each resident in Monroe so the city could complete streets that
he never finished.


DANKA BUSINESS: Ironwood Holds 567,091 Sponsored ADRs
-----------------------------------------------------
Ironwood Investment Management, LLC, disclosed that it may be
deemed the beneficial owner of 567,091 Sponsored ADRs -- roughly
0.22% -- of Danka Business Systems plc as of October 2, 2009.

Each Sponsored ADR is convertible into four Ordinary Shares.  The
Sponsored ADRs held by Ironwood represent 2,268,364 Ordinary
Shares.

Danka Business Systems PLC is in members' voluntary liquidation.
It has not filed its Annual Report on Form 10-K for the fiscal
year ended March 31, 2009 by the required filing date of June 29,
2009.  In a filing on June 30, 2009, the Company cited:

     -- limited resources following the sale on June 27, 2008 of
        the Company's U.S. operating subsidiary, Danka Office
        Imaging Company, to Konica Minolta Business Solutions
        U.S.A., Inc., which sale of DOIC constituted the
        disposition of the Company's remaining operations, and

     -- its subsequent entry into a members' voluntary liquidation
        on February 19, 2009, following shareholder approval of
        the MVL at an extraordinary general meeting of
        shareholders held on the same date.

Since the sale of DOIC in June 2008, the Company has not engaged
in any business activities except those necessary for the purpose
of preserving the value of the Company's assets, prosecuting and
defending suits against the Company or its subsidiaries and making
certain U.S. and foreign tax filings.  During the period following
the sale of DOIC until entry into the MVL in February 2009, the
Company had approximately three employees.  Upon entry into the
MVL, Jeremy Spratt and Finbarr O'Connell of KPMG LLP were
appointed joint liquidators for the purposes of the voluntary
winding up of the Company.  In connection with the MVL, among
other things, the Company's ordinary shares have been delisted
from the London Stock Exchange and the Company's stock transfer
books have been closed, the Company has ceased to have any
employees, and, in accordance with English law governing the MVL,
the Company maintains limited accounting records.

Since entry into the MVL, the joint liquidators have begun the
process to realize the Company's assets and inquired into the
existence and value of creditors' claims against the Company.
Once the process is completed and all valid claims against the
Company have been settled or provided for in full, the joint
liquidators will begin distributing any surplus assets to Danka
shareholders.

Pursuant to the Company's articles of association, the holders of
the Company's 6.50% convertible participating shares are entitled
to all of the surplus assets of Danka; however, pursuant to the
terms of an agreement between the Company and the convertible
participating shareholders, the joint liquidators have been
instructed to first distribute to holders of ordinary shares,
including holders of American Depositary Shares an amount equal to
$0.03 per ordinary share (or $0.12 per ADS) prior to any
distribution to convertible participating shareholders.  Any
remaining surplus assets will then be distributed over time to the
convertible participating shareholders.

While the joint liquidators continue to assess the value of
creditors' claims against the Company, the joint liquidators
believe that such cash will be available to ensure that the
holders of ordinary shares (and ADSs) will receive the
distribution described.

As a result of the sale of DOIC and entry into the MVL as well as
the lack of personnel available to prepare the Form 10-K, in
particular the inability to prepare consolidated financial
statements for the fiscal year ended March 31, 2009, the Company
is unable to timely file its Form 10-K without unreasonable effort
or expense.  Given the continuing winding down of the Company and
absence of employees with the necessary expertise and capacity to
prepare the Form 10-K, the Company does not anticipate that the
Form 10-K and future periodic reports will be filed going forward.
The Company believes that due to, among other things, the fixed
amount of the distribution to ordinary (and ADS) shareholders, the
benefits to shareholders of filing the Form 10-K and future
periodic reports are outweighed by the costs to the Company of
preparing such reports, even if preparing such reports were
practicable.  In place of full reporting, the Company intends to
timely disclose to public investors any material developments
relating to the MVL, the disposition of assets and winding up of
the Company.

Danka Business Systems PLC (LON: DNK) -- http://www.danka.com/--
offered document solutions including office imaging equipment:
digital and color copiers, digital and color multifunction
peripherals printers, facsimile machines, and software in the
United States.  It also provided a range of contract services,
including professional and consulting services, maintenance,
supplies, leasing arrangements, technical support and training,
collectively referred to as Danka Document Services.


DAVID GONZALEZ: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: David Gonzalez
        1734 Adams Street
        Hollywood, FL 33020

Bankruptcy Case No.: 09-35816

Chapter 11 Petition Date: November 23, 2009

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

Judge: Raymond B. Ray

Debtor's Counsel: Maylene Abad, Esq.
                  3325 Hollywood Blvd #503
                  Hollywood, FL 33021
                  Tel: (954) 965-6033
                  Fax: (954) 965-2646
                  Email: may6995@aol.com

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

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

A full-text copy of Mr. Gonzalez's petition, including a list of
his 15 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/flsb09-35816.pdf

The petition was signed by Mr. Gonzalez.


D.A.Y. INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: D.A.Y. Investments, LLC
        38355 Shagbark Lane
        Wadsworth, IL 60083

Bankruptcy Case No.: 09-44331

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Gregory K. Stern, Esq.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  Email: gstern1@flash.net

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

Estimated Debts: $100,001 to $500,000

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

The petition was signed by Andrew L. Young, president of the
Company.


DELTA AIR LINES: Ex-CFO Burns Says Claims are Valid
---------------------------------------------------
Former Delta Air CFO M. Michele Burns maintains that Delta should
not be permitted to escape all liability for its "obligations" to
her simply because the Debtors decided to restructure its debts in
Chapter 11.   In the same manner, she says, it is inequitable for
Delta to be rewarded for breaching the Consulting Agreement and
refusing to honor her bargained for right to her travel benefits.

Ms. Burns filed Claim Nos. 6906, 6907, 6908, 6909, 6910, 6912,
6913, 6914, 6915, 6916, 6917, 6918, 6919, 6920, 6921, 6922, 6923,
6924 and 6925, each of which seek Lifetime Travel Benefits
provided for in a Consulting Agreement with Delta, which the
Company sought to reject in 2005.

As an initial matter, the Consulting Agreement is not executory
and, thus, not subject to rejection under Section 365(a) of the
Bankruptcy Code, J. Christopher Shore, Esq., at White & Case LLP,
in New York, pointed out, on behalf of Ms. Burns.

Even if the Consulting Agreement is executory and was rejected,
and Ms. Burns is not entitled to an administrative expense claim,
she is still entitled to a substantial unsecured claim as
compensation for Delta's postpetition breach of the Consulting
Agreement, Mr. Shore noted.

Mr. Shore further said that the Reorganized Debtors erroneously
assert that Ms. Burns was an insider of Delta and that her Claims
should, therefore, be capped under Section 502(b)(4) of the
Bankruptcy Code.  Moreover, the capping of Ms. Burns' Claims
under Section 502(b)(7) is inapplicable because the Consulting
Agreement has not terminated and it is not an "employment
contract."

                     Debtors React

Ms. Burns seeks (i) restoration of the prepetition Lifetime
Travel Benefits, (ii) a "substantial administrative expense
priority claim," or (iii) an "extremely large prepetition claim
against the Debtors" despite the fact that the Debtors' estates
received no benefit from the Consulting Agreement, Timothy E.
Graulich, Esq., at Davis Polk & Wardwell, in New York, stated.

Ms. Burns is entitled to none of these things, Mr. Graulich
clarified.

Mr. Graulich explained that regardless of whether the Consulting
Agreement was executory through its stated five-year term, the
Lifetime Travel Benefit was a prepetition benefit, the
termination of which, at best, could lead only to a corresponding
prepetition unsecured claim.

Similarly, the admitted lack of postpetition benefit to the
Debtors' estates from the Consulting Agreement is absolutely
fatal to Ms. Burns' request for administrative treatment of her
Claims.

According to Mr. Graulich, Ms. Burns is obscuring the obvious
that she was an insider and used her insider status to negotiate
a deal that no one but an insider could have received.  "Of
course, Burns was not just any employee.  She was the second most
senior executive in the entire company," Mr. Graulich told the
Court.

Accordingly, Ms. Burns' Claims "must be capped" at zero because
she obtained the Lifetime Travel Benefit on account of her
"insider status" and she provided no consulting services to Delta
in exchange, Mr. Graulich added.

                       About Delta Air Lines

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

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

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

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

                           *     *     *

Delta Air Lines has $44,853,000,000 in assets against total debts
of $43,953,000,000 in debts as of Sept. 30, 2009.

For the third quarter ended Sept. 30, 2009, Delta Air Lines
reported a net loss of $161 million, which reflect significant
weakness in the airline revenue environment due to the global
recession.

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


DELTA AIR LINES: Reports October Traffic Results
------------------------------------------------
Delta Air Lines reported traffic results for October 2009.  System
traffic in October 2009, including both Delta and Northwest
operations, decreased 6.5 percent compared to October 2008 on an
8.3 percent decrease in capacity.  Load factor increased 1.6
points to 84.2 percent.

Domestic traffic decreased 4.4 percent year over year on a
4.6 percent decrease in capacity.  Domestic load factor increased
0.2 points to 83.9 percent.  International traffic decreased
9.7 percent year over year on a 13.6 percent decrease in capacity,
and load factor increased 3.6 points to 84.6 percent.

                      Delta Air Lines
                 Monthly Traffic Results

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

Domestic                 9,384,536    9,813,220    (4.4%)
Mainline                 7,298,661    7,760,530    (6.0%)
Regional                 2,085,875    2,052,690     1.6%

International            5,915,643    6,551,863    (9.7%)
Latin America              674,112      636,179     6.0%
Mainline                   658,024      614,638     7.1%

Regional                    16,088       21,541   (25.3%)
Atlantic                 3,622,105    3,985,157    (9.1%)
Pacific                  1,619,426    1,930,527   (16.1%)

System                  15,300,179   16,365,083    (6.5%)

ASMs (000):

Domestic                11,191,109   11,730,611    (4.6%)
Mainline                 8,592,135    9,116,569    (5.8%)
Regional                 2,598,974    2,614,042    (0.6%)

International            6,990,386    8,089,708   (13.6%)
Latin America              882,852      868,957     1.6%
Mainline                   860,853      838,794     2.6%

Regional                    21,999       30,162   (27.1%)
Atlantic                 4,180,852    4,964,905   (15.8%)
Pacific                  1,926,682    2,255,845   (14.6%)

System                  18,181,495   19,820,319    (8.3%)

Load Factor

Domestic                     83.9%        83.7%     0.2  pts
Mainline                     84.9%        85.1%    (0.2) pts
Regional                     80.3%        78.5%     1.8  pts

International                84.6%        81.0%     3.6  pts
Latin America                76.4%        73.2%     3.2  pts
Mainline                     76.4%        73.3%     3.1  pts

Regional                     73.1%        71.4%     1.7  pts
Atlantic                     86.6%        80.3%     6.3  pts
Pacific                      84.1%        85.6%    (1.5) pts

System                       84.2%        82.6%     1.6  pts

Passengers Boarded       13,288,398   14,095,570    (5.7%)

Mainline Completion
Factor                        99.4%        99.6%    (0.2) pts

Cargo Ton Miles (000):
Mail                         7,546         8,909   (15.3%)
Freight                    215,780       225,542    (4.3%)
System                     223,326       234,450    (4.7%)

                      Delta Air Lines
              Year to Date Traffic Results

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

Domestic                98,271,599  104,361,720    (5.8%)
Mainline                77,114,739   83,421,533    (7.6%)
Regional                21,156,860   20,940,187     1.0%

International           62,421,139   67,886,726    (8.1%)
Latin America            9,359,026   10,196,903    (8.2%)
Mainline                 9,190,603    9,730,852    (5.6%)

Regional                  168,424       466,051   (63.9%)
Atlantic               36,734,339    38,880,829    (5.5%)
Pacific                16,327,774    18,808,993   (13.2%)

System                160,692,738   172,248,446    (6.7%)

ASMs (000):

Domestic              117,769,329   125,178,980    (5.9%)
Mainline               90,549,923    98,363,528    (7.9%)
Regional               27,219,406    26,815,452     1.5%

International          77,391,079    82,679,095    (6.4%)
Latin America          12,011,529    12,733,435    (5.7%)
Mainline               11,771,901    12,120,506    (2.9%)

Regional                  239,627       612,929   (60.9%)
Atlantic               45,270,419    47,918,757    (5.5%)
Pacific                20,109,131    22,026,903    (8.7%)

System                195,160,408   207,858,075    (6.1%)

Load Factor

Domestic                    83.4%         83.4%     0.0  pts
  Mainline                   85.2%         84.8%     0.4  pts
  Regional                   77.7%         78.1%    (0.4) pts

International               80.7%         82.1%    (1.4) pts
  Latin America              77.9%         80.1%    (2.2) pts
  Mainline                   78.1%         80.3%    (2.2) pts

Regional                    70.3%         76.0%    (5.7) pts
  Atlantic                   81.1%         81.1%     0.0  pts
  Pacific                    81.2%         85.4%    (4.2) pts

System                      82.3%         82.9%    (0.6) pts

Passengers Boarded     136,390,452   145,372,991    (6.2%)

Cargo Ton Miles (000):
Mail                       69,332        92,867   (25.3%)
Freight                1,772, 385     2,384,539   (25.7%)
System                  1,841,716     2,477,406   (25.7%)

                       About Delta Air Lines

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

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

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

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

                           *     *     *

Delta Air Lines has $44,853,000,000 in assets against total debts
of $43,953,000,000 in debts as of Sept. 30, 2009.

For the third quarter ended Sept. 30, 2009, Delta Air Lines
reported a net loss of $161 million, which reflect significant
weakness in the airline revenue environment due to the global
recession.

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


DELTA AIR LINES: Smith, et al., Appeal Claim Subordination
----------------------------------------------------------
Dennis Smith, on behalf of himself, the Delta Family-Care Savings
Plan and a class of other similarly situated individuals, said
that he is taking an appeal to the U.S. District Court for the
Southern District of New York from Judge Morris' order
subordinating his Claim No. 6815 pursuant to Section 510(b) of
the Bankruptcy Code.  Mr. Smith also designated documents to
support his appeal.

As previously reported, the Bankruptcy Court ruled that Claim No.
6815 will be classified as a Delta Class 8 claim under the Plan
and receive treatment as set forth in the Plan of Reorganization.
Judge Morris previously opined that there is no reason why the
Claim, which falls under the Employee Retirement Income Security
Act of 1974, is shielded from mandatory subordination under
Section 510(b) of the Bankruptcy Code.

                       About Delta Air Lines

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

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

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

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

                           *     *     *

Delta Air Lines has $44,853,000,000 in assets against total debts
of $43,953,000,000 in debts as of Sept. 30, 2009.

For the third quarter ended Sept. 30, 2009, Delta Air Lines
reported a net loss of $161 million, which reflect significant
weakness in the airline revenue environment due to the global
recession.

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


DHP HOLDINGS: Chapter 7 Conversion Hearing Adjourned to Dec. 1
--------------------------------------------------------------
The hearing to consider the Official Committee of Unsecured
Creditors' request to convert the bankruptcy cases of DHP Holdings
II Corp., DESA LLC and other affiliates to Chapter 7 liquidation
has been adjourned to December 1, Bill Rochelle at Bloomberg News
reported.

The Creditors Committee said the case should be converted because
the Debtors seem to have difficulty paying their business
expenses.  The Committee added that the Debtors do not meet their
obligations and function under a negative postpetition cash flow.
The Committee relates that the conversion is in the best interest
of the estate, creditors and parties-in-interest.

According to the Bloomberg report, the Company disagrees with the
conversion, pointing to $4 million to $6 million in lawsuits that
can be brought.  The secured lender joins the company in opposing
conversion.

The Debtors have sold most of their assets and have generated
$42 million in proceeds.

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors proposed AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company, along with
its non-debtor subsidiaries and affiliates, had assets of
$132.5 million and liabilities of $133.2 million.


DIGICEL LIMITED: Fitch Assigns 'B-/RR4' Rating on Senior Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR4' rating to Digicel Limited's
proposed US$500 million senior notes due 2017.  Proceeds from the
issuance are expected to be used to refinance its existing
US$450 million senior notes due 2012 and for general corporate
purposes.

Fitch rates Digicel Group Limited, DL, and Digicel International
Finance Limited, collectively referred as Digicel:

DGL

  -- US$1 billion 8.875% senior subordinated notes due 2015 at
     'CCC+/RR5';

  -- US$400 million 9.125/9.875% senior subordinated toggle notes
     due 2015 at 'CCC+/RR5'.

DL

  -- Foreign currency Issuer Default Rating at 'B-';
  -- US$450 million senior notes due 2012 at 'B-/RR4';
  -- US$510 million senior notes due 2014 at 'B-/RR4';

DIFL

  -- US$1.15 billion senior secured credit facility, of which
     US$839 million is outstanding, at 'B/RR3'.

The Rating Outlook is Stable.

Digicel's ratings are supported by its solid operating
performance, its position as the leading provider of wireless
services in the Caribbean (with good market positions in Jamaica,
Haiti and Trinidad & Tobago), strong brand recognition, and an
increasingly diversified revenue and cash flow stream across the
Caribbean.  The ratings incorporate expectations for lower capital
expenditure requirements over the next few years and management
cost control initiatives including lower subscriber acquisition
costs.  Concerns regarding DGL's ratings reflect the company's
high leverage, the economic environment in the Caribbean
economies, and medium-term refinancing risk.  The latter should be
tempered by the completion of the proposed transaction.

Growing EBITDA from newer operations, such as Haiti and Trinidad
and Tobago, has reduced the proportion of cash flow generation
coming from Jamaica.  Nevertheless, Digicel's operations are still
concentrated in these three countries, which, in Fitch's view are
more economically vulnerable than other countries where Digicel
operates.

Liquidity is comprised of cash balances of over US$400 million as
of Sept. 30, 2009, an undrawn, not committed revolving facility
for US$123 million and current annualized free cash flow of
US$280 million against maturities of US$159 million for fiscal
2010 and US$318 million for FY2011 and US$362 million for FY2012.
The DIFL facility continues to amortize; however, Fitch does not
rule out the possibility of a future refinancing or extension of
this facility, as has occurred in the past.

Capital expenditures are expected to decline and stabilize over
the next few years, underpinning FCF.

Lower debt levels and stable-to-growing EBITDA should strengthen
the company's capital structure and credit profile absent any
increased indebtedness.  Digicel's total debt has increased in the
past few years as a result of acquisitions, necessary funding for
the build-out of new markets and the 2007 US$1.4 billion
recapitalization.  Pro forma for the proposed offering and
considering debt as of Sept. 30, 2009, total consolidated debt at
DGL approximates to US$3.265 billion, and total pro forma debt to
last 12-months EBITDA approaches 4.6 times.  Also as of Sept. 30,
2009, and pro forma for the proposed notes, total debt to EBITDA
for DL and DIFL is 2.6x and 1.2x, respectively.

With regard to Digicel's capital structure and the associated
ratings, debt at DIFL is rated one notch higher than the group's
Fitch IDR reflecting its above-average recovery prospects.  The DL
IDR reflects the increased burden the DGL subordinated notes place
on the operating assets and the loss of financial flexibility.
The ratings of DGL's 2015 notes incorporate their subordination to
debt at DIFL and DL, as well as the subordinated notes below-
average recovery prospects in the event of default.

DL's outstanding and proposed 2017 senior notes are guaranteed by
all existing wholly owned subsidiaries that are guarantors of DL's
US$450 million notes due 2012.  T&T and Haiti are not included
among these guarantors; however, the cash flows from these
subsidiaries are available to DIFL to pay its obligations,
including its guarantee of the DL notes.  The secured DIFL
facility has a US$200 million revolving facility of which
US$156 million is undrawn, adding flexibility to the company's
liquidity position.  The DIFL facility is secured by a first
priority lien by all shares and assets of Digicel.  In December
2007, Digicel incorporated into the restricted group the
operations of Haiti and Trinidad and Tobago.  To pay the debt of
these two operations, which had previously been structured under
project finance debt, DIFL's secured credit facility was upsized
to US$1.15 billion (including the revolver facility).


DIGICEL LIMITED: Moody's Assigns 'B1' Rating on $500 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the new
$500 million (face amount) of senior unsecured notes to be issued
by Digicel Limited, a wholly-owned subsidiary of Digicel Group
Limited.  The proceeds from the new note offering will be used to
fund the Company's tender for the $450 million 9.25% notes, due
2012.  At the completion of the tender, Moody's will withdraw the
ratings on the 9.25% DL notes.  In addition, Moody's affirmed all
other ratings of DGL and DL.  The Company also notably has a
$1.0 billion senior secured credit facility at its Digicel
International Finance Ltd. subsidiary, which Moody's does not
rate.

Rating Actions

Digicel Limited

* $500 million new Senior Unsecured Notes -- Assigned B1 (LGD3 -
  38%)

Moody's most recent rating action for DGL and DL was on June 30,
2009.  At that time, Moody's assigned a B1 rating to DL's new
notes.

Incorporated in Hamilton, Bermuda, Digicel is the largest provider
of wireless telecommunication services in the Caribbean.


DONATO ENTERPRISE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Donato Enterprise, LLC
        11261 Hidden Oak Court
        Champlin, MN 55316

Bankruptcy Case No.: 09-47938

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Chief Judge Nancy C. Dreher

Debtor's Counsel: Lara O. Glaesman, Esq.
                  Leonard, Street and Deinard
                  150 South Fifth Street Ste 2300
                  Minneapolis, MN 55402
                  Tel: (612) 335-7074
                  Email: lara.glaesman@leonard.com

                  Steven D. DeRuyter, Esq.
                  Leonard Street & Deinard P.A.
                  150 S 5th St Ste 2300
                  Minneapolis, MN 55402
                  Tel: (612) 335-1569
                  Email: steven.deruyter@leonard.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 Frank Donato, chief manager of the
Company.


DRYSHIPS INC: Prospectus for Notes, Shares Offering Filed
---------------------------------------------------------
DryShips Inc. filed with the Securities and Exchange Commission
prospectus supplements in connection with its offering of:

     -- $400,000,000 aggregate principal amount of 5.00%
        Convertible Senior Notes due December 1, 2014

        See http://ResearchArchives.com/t/s?4a53

     -- up to an aggregate of 26,100,000 shares of common stock

        See http://ResearchArchives.com/t/s?4a54

The shares of common stock being offered are shares that the
Company will loan to Deutsche Bank AG, London Branch, an affiliate
of Deutsche Bank Securities Inc., the underwriter.

The 5.00% Convertible Senior Notes are convertible into shares of
common stock.  The notes will be the Company's senior unsecured
obligations, will rank equal in right of payment to all other
senior unsecured debt, and will rank senior to all of its future
subordinated debt.  The Company has granted Deutsche Bank
Securities the right to purchase up to an additional $60,000,000
principal amount of the notes to cover over-allotments.

DryShips said Deutsche Bank Securities or its affiliates intend 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 the 5.00%
Convertible Senior Notes may hedge their investments through short
sales or privately negotiated derivative transactions.  The
Company will not receive any proceeds from the sale of the
borrowed shares, but 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.

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.


ENERGAS RESOURCES: No Date Yet for Special Shareholders' Meeting
----------------------------------------------------------------
A special meeting of the shareholders of Energas Resources, Inc.,
will be held at the Company's offices located at 800 Northeast
63rd St., Oklahoma City, on [___________],  2009, for these
purposes:

     -- To amend the Company's Articles of Incorporation such
        that Company would be authorized to issue 200,000,000
        shares of common stock;

     -- To transact other business as may properly come before the
        meeting.

September 30, 2009 is the record date for the determination of
shareholders entitled to notice of and to vote at such meeting.
Shareholders are entitled to one vote for each share held.  As of
September 30, 2009, there were 92,650,144 issued and outstanding
shares of the Company's common stock.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?4a38

The Company is in the process of acquiring and developing
petroleum and natural gas properties with adequate production and
reserves to operate profitably. The Company said there is
substantial doubt as to its ability to continue as a going concern
and this is dependent upon obtaining financing and achieving
profitable levels of operations.  The Company is currently seeking
additional funds and additional mineral interests through private
placements of equity and debt instruments.  There can be no
assurance that its efforts will be successful.

                      About Energas Resources

Based in Oklahoma City, Oklahoma, Energas Resources Inc. (OTC BB:
EGSR) -- http://www.energasresources.com/-- is primarily engaged
in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiary, A.T. Gas
Gathering Systems Inc.  In addition, the company owns and operates
natural gas gathering systems located in Oklahoma, which serve
wells operated by the company for delivery to a mainline
transmission system.  The majority of the company's operations are
maintained and occur through A.T. Gas.

                        Going Concern Doubt

Murrell, Hall, McIntosh & Co PLLP, in Oklahoma City, expressed
substantial doubt about Energas Resources' ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the years ended January 31, 2008, and
2007.  The auditing firm pointed to the Company's recurring losses
from operations.


ENERGY FUTURE: Inks Indenture Related to Issuance of 2019 Notes
---------------------------------------------------------------
Energy Future Holdings Corp. and Energy Future Intermediate
Holding Company LLC report that on November 16, 2009, in
connection with its exchange offers, EFH entered into an indenture
among EFH, the guarantors named therein and The Bank of New York
Trust Company, N.A., as trustee.  Pursuant to the EFH Indenture,
EFH issued $115,446,000 aggregate principal amount of its 9.75%
Senior Secured Notes due 2019.  The EFH Notes will mature on
October 15, 2019.  Interest on the EFH Notes is payable in cash
semi-annually in arrears on April 15 and October 15 of each year
at a fixed rate of 9.75% per annum, and the first interest payment
will be made on April 15, 2010.

On November 16, 2009, in connection with their exchange offers,
EFIH and EFIH Finance Inc. -- EFIH Issuers -- entered into an
indenture among the EFIH Issuers and The Bank of New York Trust
Company, N.A., as trustee.  Pursuant to the EFIH Indenture, the
EFIH Issuers issued $141,083,000 aggregate principal amount of
9.75% Senior Secured Notes due 2019.  The EFIH Notes will mature
on October 15, 2019.  Interest on the EFIH Notes is payable in
cash semi-annually in arrears on April 15 and October 15 of each
year at a fixed rate of 9.75% per annum, and the first interest
payment will be made on April 15, 2010.

The EFH Notes were issued in exchange for certain existing notes
of EFH and TCEH and TCEH Finance, Inc., pursuant to previously
announced exchange offers.  EFH did not receive any cash proceeds
from the exchange offers.  The EFH Notes have been registered with
the Securities and Exchange Commission pursuant to a registration
statement on Form S-4 (333-162327), as amended, and are listed on
the New York Stock Exchange.

The EFIH Notes were issued in exchange for certain existing notes
of EFH and TCEH and TCEH Finance, Inc., pursuant to previously
announced exchange offers.  The EFIH Issuers did not receive any
cash proceeds from the exchange offers.  The EFIH Notes have been
registered with the SEC pursuant to a registration statement on
Form S-4 (333-162327), as amended, and are listed on the New York
Stock Exchange.

A copy of Energy Future's filing with the Securities and Exchange
Commission discussing the Indentures is available at no charge at:

              http://ResearchArchives.com/t/s?4a3d

As reported by the Troubled Company Reporter on November 13, 2009,
EFH said its plan to reduce debt by swapping $6 billion of bonds
for $4 billion of new securities failed.  The Company said roughly
$357.5 million principal amount of old notes were validly tendered
and not validly withdrawn in the Exchange Offers.  Roughly $256.6
aggregate principal amount of New Senior Secured Notes will be
issued in exchange for old notes tendered.  The Company reduced
the maximum exchange amount to $3 billion from $4 billion on
October 23.  However, it still did not receive the requisite
consents necessary to approve the proposed amendments in the
consent solicitations.

Energy Future had offered to exchange $435 to $710, with a $30
additional consideration for early tenders, for every $1,000 in
principal of existing notes tendered in the "distressed" exchange.

"We remain committed to improving our balance sheet," said Paul
Keglevic, Executive Vice President and Chief Financial Officer of
EFH Corp., said in a statement. "We will continue to explore all
options available to us to achieve this objective."

The failure of the bond swap deals a blow to the Texas electricity
provider's owners, buyout firms KKR & Co. and TPG, Bloomberg News
reported.  According to the report, Energy Future needs to cut
debt after KKR and TPG paid $43 billion for the company in October
2007, the largest buyout in history, before energy prices, equity
and credit markets tumbled.

"Bondholders aren't stupid," said Carl Blake, an analyst at New
York-based Gimme Credit LLC. "The company is going to have come up
with another offer that doesn't simply switch value from
bondholders to its private-equity owners."

Energy Future has $45 billion of loans and bonds, including
$28.3 billion it must repay by the end of 2014, Bloomberg data
show.

The Company's $1.8 billion of 10.875% notes due in 2017 rose 2
cents to 74.5 cents on the dollar as of 4:06 p.m. in New York on
November 12, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.  The bonds have
risen from 69 cents on the dollar on Oct. 6, the day after the
swap was launched.  Energy Future's $744.3 million of 6.55% bonds
due in 2034 rose 2 cents to 47.5 cents on the dollar, Trace data
show.

Citing Bloomberg, the TCR on November 13, said credit-default
swaps on Energy Future fell 0.4 percentage point to 29.1% upfront,
according to CMA DataVision.  According to Bloomberg, that means
it would cost $2.9 million initially and $500,000 annually to
protect $10 million of Energy Future debt for five years.  The
cost of the credit-default swaps implies that traders have priced
in a 68% chance that the company will default within five years,
according to CMA.  The model assumes investors could recover 30
cents on the dollar after a default.

Credit-default swaps pay the buyer face value in exchange for the
underlying bonds or the cash equivalent should a company fail to
meet its debt obligations.

                        3rd Quarter Results

Energy Future Holdings and subsidiaries reported a net loss of
$54,000,000 for the three months ended September 30, 2009, from
net income of $3,617,000,000 for the same period a year ago.  The
Company reported a net income of $261,000,000 for the nine months
ended September 30, 2009, from a net loss of $983,000 for the same
period a year ago.

Operating revenues for the three months ended September 30, 2009,
were $2,885,000,000 from $3,695,000,000 for the same period a year
ago.  Operating revenues were $7,366,000,000 for the nine months
ended September 30, 2009, from $9,001,000,000 for the same period
a year ago.

At September 30, 2009, the Company had $59,651,000,000 in total
assets against total liabilities of $61,465,000,000.  The
September 30 balance sheet also showed strained liquidity: The
Company had $6,727,000,000 in total current assets against
$7,204,000,000 in total current liabilities.

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?4a3e

                        About Energy Future

Energy Future Holdings Corp. is a diversified energy holding
company with a portfolio of competitive and regulated energy
businesses in Texas.  Oncor, an 80%-owned entity within the EFH
group, is the largest regulated transmission and distribution
utility in Texas.  The company delivers electricity to
roughly three million delivery points in and around Dallas-
Fort Worth.

                           *     *     *

As reported by the Troubled Company Reporter on November 18, 2009,
Moody's Investors Service upgraded Energy Future Holdings'
Probability of Default Rating to Caa2 from Ca.  EFH's Caa1
Corporate Family Rating is affirmed.  EFH's speculative grade
liquidity rating of SGL-3 is affirmed.  The rating outlook remains
negative.

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

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

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


ENTERPRISE AUDIO VIDEO: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Enterprise Audio Video, Inc.
          dba Enterprise Sound, Inc and Spectrum Sound, Inc.
        304 N. Meridian, Suite 2
        Oklahoma City, OK 73107

Bankruptcy Case No.: 09-16622

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtor's Counsel: Irena Damnjanoska, Esq.
                  Fellers Snider Blankenship Bailey
                  100 N Broadway, Suite 1700
                  Oklahoma City, OK 73102
                  Tel: (405) 239-7205
                  Fax: (405) 232-9659
                  Email: idamnjanoska@fellerssnider.com

                  Stephen J. Moriarty, Esq.
                  Fellers Snider
                  100 N. Broadway Ave., Suite 1700
                  Oklahoma City, OK 73102-8820
                  Tel: (405) 232-0621
                  Fax: (405) 232-9659
                  Email: smoriarty@fellerssnider.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/okwb09-16622.pdf

The petition was signed by Thomas Johnson, president of the
Company.


ENVIRONMENTAL POWER: Posts $8.0 Million Net Loss in Q3 2009
-----------------------------------------------------------
Environmental Power Corporation reported a net loss of
$8.0 million for the three months ended September 30, 2009,
compared with a net loss of $4.8 million in the same period in
2009.

Results for the third quarter 2009 included a one-time, non-cash
write-down of certain assets of $5.9 million required by
applicable accounting rules as a result of the expected redemption
of a portion of the California and Texas bonds.

Revenues for the three months ended September 30, 2009, increased
to $1.4 million, as compared to $456,250 during the third quarter
of 2008.  The increase in revenues is principally due to increased
revenues at the Company's Huckabay Ridge facility of $921,000 as a
result of substantially reduced down time and increased
productivity.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $159.3 million, total liabilities of
$145.4 million, preferred stock of $10.2 million, and total
shareholders' equity of $3.7 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4a4e

                       Going Concern Doubt

The Company has experienced substantial losses since the year
ended December 31, 2002.  For the nine months ended September 30,
2009, the Company incurred a net loss of $13.1 million, and used
cash from operating activities of $5.2 million.  The Company
anticipates incurring losses at least through 2010.  As of
September 30, 2009, the Company had an accumulated deficit of
$81.8 million and the Coimpany's unrestricted cash and cash
equivalents amounted to approximtely $1.1 million.  Currently, the
Company's facility at Huckabay Ridge, Texas is anticipated to
generate cash flow over the balance of the year.  However, the
cash the Company projects to be generated from Huckabay Ridge, by
itself, will be insufficient to meet the Company's short-term and
long-term corporate and project-related capital requirements.

The Company will need additional financing to continue as a going
concern.  The uncertainties regarding the Company's ability to
obtain additional financing, and the timing, amount and terms of
such financing, raise substantial doubt about the Company's
ability to continue as a going concern.

                    About Environmental Power

Based in Tarrytown, New York, Environmental Power Corporatin
(NASDAQ: EPG) -- http://www.environmentalpower.com/-- is a
developer, owner and operator of renewable energy production
facilities.  The Company's principal operating subsidiary,
Microgy, Inc., develops and operates proven large scale,
commercial anaerobic digestion based projects which produce a
versatile methane-rich biogas from livestock waste and other
organic sources.


ENVIRONMENTAL TECTONICS: Obtains $5.4MM Line of Credit From PNC
---------------------------------------------------------------
Environmental Tectonics Corporation reports that on November 16,
2009, the Company and PNC Bank, National Association entered into
a Letter Agreement, Reimbursement Agreement, Pledge Agreement, and
Amendment to Subordination Agreement.  The Company received a
committed line of credit of $5,422,405 which the Company may use
to satisfy performance bond and repayment guarantee requirements
in a contract with an existing customer.

H.F. Lenfest has guaranteed the Company's obligations under the
Line of Credit Agreement, and, in connection with this guarantee,
has pledged to PNC Bank $2,711,000 in certificated securities,
documents or instruments.

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (OTC BB: ETCC) -- http://www.etcusa.com/-- designs,
manufactures and sells Training Services (TSG) which includes (1)
software driven products and services used to create and monitor
the physiological effects of flight; (2) high performance jet
tactical flight simulation, and; (3) driving and disaster
simulation systems, and Control Systems (CSG) which includes: (1)
steam and gas sterilization; (2) testing and simulation devices
for the automotive industry, and; (3) hyperbaric and hypobaric
chambers.  Product categories included in TSG are Aircrew Training
Systems (ATS) and flight simulators, disaster management systems
and entertainment applications.  CSG includes sterilizers,
environmental control devices and hyperbaric chambers along with
parts and service support.

The Company's consolidated balance sheets at May 29, 2009, showed
total assets of $35,538,000 and total liabilities of $37,486,000,
resulting in a stockholders' deficit of $11,292,000.

At August 28, 2009, the Company's consolidated sheets showed
$36,633,000 in total assets, $22,531,000 in total liabilities, and
$14,102,000 in total shareholders' equity.

This concludes the Troubled Company Reporter's coverage of
Environmental Tectonics Corporation until facts and circumstances,
if any, emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


EXTENDED STAY: Gets Nod to Hire Ernst & Young as Auditor
--------------------------------------------------------
Extended Stay Inc. and its affiliated debtors sought and obtained
the Court's permission to employ Ernst & Young LLP as their
auditor effective September 25, 2009.

The Debtors selected the E&Y because of the firm's extensive
experience and widely recognized reputation for excellence in
providing financial services, said the Debtors' attorney,
Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York.  The Debtors note that E&Y has extensive experience in
rendering services to debtors in Chapter 11 cases and the
professionals of E&Y have been employed as auditors and tax
advisors in a number of troubled company situations.

As auditor, E&Y will be tasked to audit the consolidated
financial statements of DL-DW Holdings LLC for the year ending
December 31, 2009, and to provide other services at the request
of the Debtors.

DL-DW Holdings is a non-debtor entity that is an indirect owner
of the Debtors.

E&Y will be paid for its services on an hourly basis and will be
reimbursed of any reasonable and actual expenses incurred in
connection with its employment.  The Debtors agreed to pay the
firm at these hourly rates:

   Professionals                  Hourly Rates
   -------------                  ------------
   Partner/Principal/Director      $550 - $850
   Senior Manager                  $425 - $525
   Manager                         $350 - $420
   Senior                          $250 - $310
   Staff                           $160 - $215

Philip Snipes, a partner at E&Y, assured the Court that his firm
does not hold or represent interest adverse to the Debtors, and
that it is eligible for employment by the Debtors under the
bankruptcy laws.

                        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: Has Consent to Hire PKF as Appraisers
----------------------------------------------------
Extended Stay Inc. and its affiliates obtained authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ PKF Consulting as their appraisers effective as of
August 18, 2009.

The Debtors have selected PKF Consulting because of its extensive
experience and knowledge in the field of real estate appraisal
and valuation-consulting services and its particular expertise in
the hospitality industry, says Jacqueline Marcus, Esq., at Weil
Gotshal & Manges LLP, in New York.  The Debtors add that being a
member of Pannell Kerr Forster International Ltd, PKF Consulting
also has "direct access to the resources of one of the world's
largest accounting and consulting firms."

The Debtors relate that at about August 18, 2009, they engaged
PKF Consulting to prepare an analysis of the liquidation value of
their assets.  As appraisers to the Debtors, PKF Consulting will
be tasked to conduct appraisals of the Debtors' properties,
including the Debtors' 664 hotels and corporate office building,
and provide consulting services or expert testimony, if required.
The Debtors may also request PKF Consulting to appraise certain
properties, which do not constitute collateral for their
$4.1 billion pre-bankruptcy loan, including two certain properties
owned by ESA UD Properties LLC.

Specifically, PKF Consulting will perform preliminary valuation
services, including (1) physical inspections of each property,
(2) analysis of the historical operating performance of each
property, (3) review and evaluation of leases and management
agreements, (4) evaluation of the economic environment of each
property's local and regional markets, (5) research of relevant
market data to the extent necessary to provide credible appraisal
results, (6) review and evaluation of terms associated with sales
of similar types of hotel properties located within each local
market, and (7) other services the Debtors and the Debtors'
counsel agree with the firm as appropriate.

Ms. Marcus tells the Court that the services to be provided by
PKF Consulting will be utilized in connection with confirmation
of a plan of reorganization for the Debtors and perhaps, in
connection with plan negotiations with various creditor
constituencies.

The Debtors will pay for PKF Consulting's services in accordance
with the firm's customary hourly rates, which are:

    Senior and Executive Vice Presidents    $325 - $500
    Vice President                          $275 - $325
    Associates                              $225 - $275
    Consultants                             $150 - $225

Nevertheless, in light of the magnitude of its services, PKF
Consulting has agreed to limit its total fees for valuation
services to $2.25 million, excluding expenses.  If the Debtors
decide that a physical inspection of a sample of hotels is all
that is necessary, PKF Consulting's cap on the amount of fees for
the appraisal will be limited to $1.75 million.

The Debtors also agree to pay for the firm's out-of-pocket
expenses, including travel expenses and lodging costs.

The Debtors have also agreed to provide PKF with a $900,000
refundable retainer, upon the Court's approval of the PKF
Employment Application.  Any fees and expenses owed to PKF will
be charged against the Retainer.

Thomas Callahan, co-president and chief executive officer of
PKF Consulting, assures the Court that his firm does not
represent or hold interest adverse to the Debtors or their
estate, and that it is a "disinterested person" under Section
101(14) of the Bankruptcy Code.

Mr. Callahan will oversee PKF Consulting's engagement with the
Debtors.  Professor Jack Corgel and Mark Woodworth will also be
available to render services in connection with the contemplated
retention.

                           *     *     *

The Debtors are permitted to pay PKF its fees and reimburse the
firm of its expenses, provided that the aggregate compensation
and reimbursement does not exceed $250,000.

                        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 to Probe Wells Fargo Bank
-------------------------------------------------
Extended Stay Inc. and its affiliated debtors seek to investigate
Wells Fargo Bank N.A. in a bid to verify the identity of those
that have stake in the $4.1 billion mortgage loan.

The Debtors' request came after Wells Fargo allegedly refused to
provide documents including a certificate register, which bears
the names and addresses of the transferees of certificates
representing interests in the mortgage loan.

Wells Fargo serves as the certificate registrar agent and former
trustee under the Trust and Servicing Agreement it executed with
Wachovia Large Loan Inc. and Wachovia Bank N.A.  Wachovia Bank is
one of the three companies that provided the mortgage loan to an
investment consortium led by Lightstone Group LLC Chairman David
Lichtenstein to fund the acquisition of the Debtors from
Blackstone Group LP in 2007.

The Debtors' attorney, Jacqueline Marcus, Esq., at Weil Gotshal &
Manges LLP, in New York, says the Debtors need the certificate
register to begin negotiating a plan of reorganization.

Ms. Marcus says the Debtors tried to get a copy of the document
or even just a list of certificate holders from Wells Fargo,
Wachovia and the mortgage loan's special servicer, TriMont Real
Estate Advisors Inc.  The companies, however, refused to provide
the documents on grounds that the Trust and Servicing Agreement
does not require them to provide the requested information to the
Debtors.

"Whether or to what extent that may have been true in the non-
bankruptcy context, the Debtors cannot meaningfully begin
negotiating a plan of reorganization without knowing the identity
of the relevant stakeholders," Ms. Marcus asserts.

In connection with the proposed investigation, the Debtors also
ask the Court to compel Wells Fargo to designate an individual or
group of individuals who can provide information regarding
further certificate transfers, among other things.

The Official Committee of Unsecured Creditors backs the proposed
investigation, saying the information sought would also help it
to participate in the formulation of the Debtors' plan.

"Understanding who are the certificate holders is the essential
first step to the Committee's efforts to understand the actual
stakeholders and the controlling party in the $4.1 billion
mortgage loan," says the Committee's attorney, Mark Power, Esq.,
at Hahn & Hessen LLP, in New York.

"As one of the key classes of claims to be dealt with under a
plan, the Committee's ability to negotiate a plan with the
Debtors, these stakeholders and other holders of claims in the
Debtors' chapter 11 cases parties requires the Committee to know
who are the certificate holders," Mr. Power says in court papers.

                   U.S. Bank, et al., Object

U.S. Bank National Association, successor trustee of Wells Fargo,
asks the Court to deny the proposed investigation, saying the
documents sought are property of the trust that was created under
the agreement.

U.S. Bank's attorney, Mitchell Seider, Esq., at Latham & Watkins
LLP, in New York, dismissed the Debtors' assertion that the
information is necessary for the Debtors to begin negotiating
their plan.  She points out that TriMont is the sole party to
negotiate the treatment of the mortgage loan in a plan of
reorganization.

"The mortgage debt is property of an express trust.  The
certificate holders are simply holders of beneficial interests in
that express trust, they are not creditors and do not hold
claims, in these chapter 11 cases," Ms. Seider argues in court
papers.

According to Ms. Seider, the certificate holders have no legal
title to the property of the trust and that they have no
authority to act on behalf of the trust and to exercise control
over its assets including the mortgage loan.

U.S. Bank's move to block the approval of the proposed
investigation drew support from Commercial Mortgage Securities
Association, which likewise argued that the documents are
property of the trust which the Debtors are not entitled to.
CMSA also argued that the information sought is not necessary to
the Debtors because TriMont is the only party entitled to
negotiate the treatment of the mortgage loan in a plan of
reorganization.

Ms. Marcus, however, dismissed U.S. Bank's arguments, saying the
bank failed to prove that the proposed investigation is
unwarranted or inappropriate.

                        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).


FANNIE MAE: $29.1 Billion Earmarked for Treasury's HFA Programs
---------------------------------------------------------------
Fannie Mae (formally, the Federal National Mortgage Association)
on October 19, 2009, entered into a Memorandum of Understanding
with the U.S. Department of the Treasury, the Federal Housing
Finance Agency and the Federal Home Loan Mortgage Corporation that
sets forth the terms under which Fannie Mae, Freddie Mac and
Treasury intend to provide assistance to state and local housing
finance agencies so that the HFAs can continue to meet their
mission of providing affordable financing for both single-family
and multifamily housing.

The MOU contemplates providing assistance to the HFAs through
three separate assistance programs: a temporary credit and
liquidity facilities program, a new issue bond program and a
multifamily credit enhancement program.

Fannie Mae relates that as of October 19, neither the size of the
three assistance programs nor the participating issuers had been
determined by Treasury.  According to Fannie Mae, based on the
participation requests it received from the HFAs, Treasury
established the participating issuers under the programs and the
initial maximum amount under each program per issuer on
November 13, 2009.  The amounts initially established by Treasury
under the three HFA assistance programs totaled $29.1 billion:

     -- an aggregate of $10.5 billion for the temporary liquidity
        and facilities program;

     -- an aggregate of $17.9 billion under the new issue bond
        program (of which $13.9 billion was allocated for single-
        family bonds and $4.0 billion was allocated for
        multifamily bonds); and

     -- an aggregate of $637 million for the multifamily credit
        enhancement program.

Treasury has indicated that these initial amounts established
under the assistance programs are subject to change as the HFAs
finalize their individual participation amounts or withdraw their
participation.

"We and Freddie Mac will administer the temporary credit and
liquidity facilities program and the new issue bond program on a
coordinated basis. . . . [W]e will provide temporary credit and
liquidity facility support and issue securities backed by HFA
bonds on a 50-50 pro rata basis with Freddie Mac under these
programs. Treasury will bear the initial losses of principal under
these two programs up to 35% of total principal on a program-wide
basis, and thereafter we and Freddie Mac each will bear the losses
of principal that are attributable to our own portion of the
temporary credit and liquidity facilities and the securities that
we issue.  Treasury will bear all losses of unpaid interest under
the two programs.  Accordingly, our maximum potential risk of loss
under these two programs, assuming a 100% loss of principal, is
roughly $9.2 billion," Fannie Mae says.

The multifamily credit enhancement program will not be
administered on a coordinated basis, and Treasury will not be
responsible for a share of any losses incurred by Fannie Mae or
Freddie Mac under the program.

The parties' obligations with respect to transactions under the
three assistance programs contemplated by the MOU will become
binding when the parties execute definitive transaction
documentation.

As reported by the Troubled Company Reporter on November 9, 2009,
Fannie Mae recorded a net loss of $18.9 billion for the third
quarter of 2009.  Fannie Mae said its net loss was primarily
driven by significant credit-related expenses, which totaled
$22.0 billion in the third quarter, reflecting the continued build
in its combined loss reserves and increasing numbers of credit-
impaired loans acquired from MBS trusts for loan modifications,
and $1.5 billion in fair value losses due primarily to losses on
derivatives resulting from a decrease in swap rates, the time
decay of its purchased options and losses on mortgage commitments.

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

Fannie Mae said total assets of $890.3 billion as of September 30,
2009, decreased by $22.1 billion, or 2.4%, from December 31, 2008.
Total liabilities of $905.2 billion decreased by $22.3 billion, or
2.4%, from December 31, 2008.  Total Fannie Mae stockholders'
deficit decreased by $249 million during the first nine months of
2009, to a deficit of $15.1 billion as of September 30, 2009, from
a deficit of $15.3 billion as of December 31, 2008.  Fannie Mae
had an estimated net worth deficit of $15.0 billion as of
September 30, 2009, compared with a net worth deficit of
$10.6 billion as of June 30, 2009 and $15.2 billion as of
December 31, 2008.

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

                         About Fannie Mae

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

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FANNIE MAE: Jonathan Plutzik Joins Board of Directors
-----------------------------------------------------
The Board of Directors of Fannie Mae (formally, the Federal
National Mortgage Association) on November 17, 2009, elected
Jonathan Plutzik to join the Board.  Mr. Plutzik will serve as a
member of the Board's Compensation Committee and Risk Policy and
Capital Committee.

Mr. Plutzik, 55, has served as Chairman of Betsy Ross Investors,
LLC and Chairman of The Betsy Hotel since August 2005.  He also
has served as President of the Jonathan Plutzik and Lesley
Goldwasser Family Foundation Inc. and as Chairman of the Coro New
York Leadership Center since January 2003.  Mr. Plutzik served as
Non-Executive Chairman of the Board of Directors at Firaxis Games
from June 2002 to December 2005.  He retired in June 2002 from his
role as Vice Chairman of Credit Suisse First Boston.

In accordance with Fannie Mae's non-management director
compensation practices, Mr. Plutzik will be paid a cash retainer
at a rate of $160,000 per year for serving as a Board member.  In
accordance with its customary practice, Fannie Mae is entering
into an indemnification agreement with Mr. Plutzik.

As reported by the Troubled Company Reporter on November 9, 2009,
Fannie Mae recorded a net loss of $18.9 billion for the third
quarter of 2009.  Fannie Mae said its net loss was primarily
driven by significant credit-related expenses, which totaled
$22.0 billion in the third quarter, reflecting the continued build
in its combined loss reserves and increasing numbers of credit-
impaired loans acquired from MBS trusts for loan modifications,
and $1.5 billion in fair value losses due primarily to losses on
derivatives resulting from a decrease in swap rates, the time
decay of its purchased options and losses on mortgage commitments.

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

Fannie Mae said total assets of $890.3 billion as of September 30,
2009 decreased by $22.1 billion, or 2.4%, from December 31, 2008.
Total liabilities of $905.2 billion decreased by $22.3 billion, or
2.4%, from December 31, 2008.  Total Fannie Mae stockholders'
deficit decreased by $249 million during the first nine months of
2009, to a deficit of $15.1 billion as of September 30, 2009, from
a deficit of $15.3 billion as of December 31, 2008.  Fannie Mae
had an estimated net worth deficit of $15.0 billion as of
September 30, 2009, compared with a net worth deficit of
$10.6 billion as of June 30, 2009 and $15.2 billion as of
December 31, 2008.

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

                         About Fannie Mae

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

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FINLAY ENTERPRISES: Court Temporarily Extends Exclusive Periods
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
in its bridge order, extended the exclusive periods of Finlay
Enterprises, Inc., and its debtor-affiliates, until the date as
the Court issues an order with respect to the extension motion.

A hearing to consider the extension motion is scheduled for
Dec. 15, 2009 at 10:00 a.m. (prevailing Eastern Time);

As reported in the Troubled Company Reporter on Nov. 20, 2009, the
Debtors ask the Court to extend their exclusive period to file a
Chapter 11 Plan and their exclusive period to solicit acceptances
of that plan until April 2, 2010, and June 1, 2010.

The Debtors relate that the bridge order is necessary to prevent
the exclusive periods from lapsing.

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

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

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

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


FONTAINEBLEAU LV: Examiner to Hire Florida Co-Counsel
-----------------------------------------------------
Jeffrey R. Truitt, the appointed Chapter 11 Examiner in
Fontainebleau Las Vegas Holdings LLC's Chapter 11 cases, delivered
to the Court on November 17, 2009, his first Examiner's Report
covering the period from November 6 through 16, 2009.

The Examiner relates that as a result of the appeals filed
against the Order Appointing Examiner, Stutman, Treister & Glatt
Professional Corporation has determined that the Examiner needed
to employ a Florida co-counsel to represent him, along with ST&G,
in the District Court.

Frank Terzo, Esq., of GrayRobinson PA has been selected to serve
as Florida co-counsel for the Examiner, and he is preparing his
engagement letter and employment application for filing with the
Court, STG says.

The Examiner says they have reviewed multiple drafts of the
proposed asset purchase agreement, bidding procedures and sale
procedures order, debtor-in-possession financing agreement and
related order.  They have also provided extensive comments on the
Sale and DIP Financing Documents to counsel for the Debtors, Penn
National Gaming, Inc. and the Term Lenders.

The Term Lenders and Aurelius have also received multiple drafts
of the Sale and DIP Financing Documents and have provided
comments to Penn.  Mr. Truitt says that he and STG have discussed
specific issues with the Term Lenders and Aurelius with respect
to the proposed sale and financing transactions.  In addition,
upon the request of the Title Companies and the M&M Lienholders,
the Examiner obtained consent from Penn to share the Sale and DIP
Financing Documents with them, subject to those parties executing
non-disclosure agreements.

According to the Examiner, both the Title Companies and the M&M
Lienholders executed acceptable nondisclosure agreements and the
Debtors have sent them the most recent drafts of the Sale and DIP
Financing Documents.  Further, the Debtors have provided counsel
to the Committee with the most recent drafts of the Sale and DIP
Financing Documents.  STG also reached out to the Administrative
Agent to discuss sale and financing issues.

In light of the cumulative efforts of all of the parties
involved, the Examiner relates that on November 16, 2009, they
were able to finally resolve all remaining issues relating to the
Sale and DIP Documents with Penn's counsel and the other
constituents.  As a result, the motions to approve the Sale and
DIP Financing Documents were filed and it is anticipated that
these motions will be heard during the week of November 23, 2009.

                   About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Seeks Nod for Wilmington as Admin. Agent
----------------------------------------------------------
Fontainebleau Las Vegas Holdings LLC and its units seek the
Court's entry of an order approving the appointment of Wilmington
Trust FSB as successor to Bank of America as (i) the
Administrative Agent under the prepetition Credit Agreement among
the Debtors, BofA, the lenders parties thereto and certain other
parties, and as (ii) the Disbursement Agent under a Master
Disbursement Agreement among the Debtors, certain of their
affiliates, BofA, and certain other parties.

Before the Petition Date, BofA was (a) the Administrative Agent
for the lenders under the Debtors' primary secured credit
facility; (b) a lender under that credit facility; and (c) the
Disbursement Agent under the Master Disbursement Agreement
pursuant to which funds were distributed to pay for costs of
constructing the "Tier A" casino hotel resort -- the Project.  On
May 6, 2009, BofA issued a notice of resignation from its
position as Administrative Agent and Disbursement Agent under the
Master Disbursement Agreement.

The Term Lender Steering Group, the Debtors, BofA and Wilmington
have engaged in extensive negotiations to facilitate the
succession of Wilmington as Administrative Agent and Disbursement
Agent.  The negotiations have culminated in these Agreements:

  (a) A proposed order for the appointment of Wilmington;

  (b) The Successor Administrative Agent Agreement among BofA,
      as predecessor Administrative Agent, Wilmington, as
      successor Administrative Agent, Fontainebleau Las Vegas,
      and the various lenders and consenting parties signatory
      thereto; and

  (c) The Successor Disbursement Agent Agreement among BofA, as
      the Predecessor Disbursement Agent and, together with BofA
      as Predecessor Administrative Agent, Wilmington, as
      successor Disbursement Agent, Fontainebleau Las Vegas,
      Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las
      Vegas Capital Corp., Fontainebleau Las Vegas Retail, LLC,
      the Predecessor Administrative Agent and U.S. Bank
      National Association, as successor to Wells Fargo Bank,
      N.A., as trustee.

The Agreements and the Proposed Order provide, among others, for
the payment, from the Term Lenders' collateral, of fees and
expenses incurred by Wilmington in the negotiation of the
Agreements, the Proposed Order, and the appointment of Wilmington
as the Successor Agent, as well as the fees payable to Wilmington
under the Agreements for its services as Successor Administrative
Agent and Successor Disbursement Agent.

Pursuant to the Proposed Order, Wilmington will receive a payment
out of cash collateral that consists of: (a) $125,000 which
constitutes an advance payment for one year of its service as
Administrative Agent; (b) $60,000 which constitutes an advance
payment for one year of its service as Disbursement Agent; and
(c) $351,664, for reimbursement of fees and expenses incurred by
Wilmington as of September 30, 2009.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami, Florida, discloses that given the pending disputes
among the Debtors, the Revolving Lenders, and the Term Lenders,
the Agreements and the Proposed Order also include a broad
reservation of rights.

Mr. Baena, relates that the Debtors have consented to allow
Wilmington to withdraw funds from any account pledged to
Wilmington, as Successor Administrative Agent or Successor
Disbursement Agent in order to pay any fees, expenses, costs and
indemnities incurred under or in connection with the Credit
Agreement, the Master Disbursement Agreement and the other loan
documents, including its reasonable attorney's fees.

Moreover, the Agreements and the Proposed Order have been
approved by the Term Lender Steering Group, the Debtors, BofA,
and Wilmington.  It is anticipated that the Required Lenders
under the Credit Agreement will also approve the Agreements and
Proposed Order.

Full-text copies of the Proposed Order and the Agreements are
available for free at:

  http://bankrupt.com/misc/FB_PropOrd_WilmingtonApp.pdf
  http://bankrupt.com/misc/FB_Wilmington_AdministrativePack.pdf
  http://bankrupt.com/misc/FB_Wilmington_DisbursementDeal.pdf

                   About Fontainebleau Las Vegas

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

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

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

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


FOOT LOCKER: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York City-based Foot Locker Inc. to 'B+' from
'BB-'.  At the same time, S&P lowered the rating on the company's
unsecured debt to 'B+' from 'BB-'.  The recovery rating on that
debt is unchanged at '4', indicating S&P's expectation of average
(30%-50%) recovery in the event of default.  The outlook is
stable.

"The downgrade reflects the moderate operational challenges due to
persistent negative same-store sales and decline in the company's
credit protection measures," said Standard & Poor's credit analyst
David Kuntz.  Another factor is S&P's expectations for ongoing
performance difficulty over the near term.


FOSTER WHEELER: Moody's Upgrades Corporate Family Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Foster Wheeler LLC's corporate
family and probability of default ratings to Ba1 from Ba2 and
affirmed its senior secured bank credit facility rating at Baa2.

The rating upgrade reflects FW's demonstrated ability to obtain
and profitably execute key projects at increasing levels of scale
despite the persistence of broader industry pressures.  The bank
facility has been affirmed despite the upgrade of the corporate
family rating due to an increase (albeit modest) in limited
recourse project debt, which Moody's has considered to rank pari-
passu to the senior secured bank facility pursuant its loss-given-
default methodology.  The rating outlook is stable.

Ratings Upgraded:

  -- Probability of Default Rating, Upgraded to Ba1 from Ba2
  -- Corporate Family Rating, Upgraded to Ba1 from Ba2

Ratings Affirmed:

  -- Senior Secured Bank Facility at Baa2 (LGD 2, 12% from LGD 1,
     4%)

The Ba1 corporate family rating considers FW's strong market
position as a leading provider of engineering and construction
services primarily to the oil refining, oil and gas, petrochemical
and power generation end markets globally.  While the end markets
that FW serves are highly cyclical and conditions are expected to
remain challenging through the near term, the rating considers
that FW is well positioned to manage against these pressures given
its good backlog level, strong balance sheet and ample liquidity
provided by significant cash balances.  Moreover, the company has
demonstrated its ability to successfully execute key projects
during both its rapid growth phase in the earlier up-cycle, but
also through the soft conditions of the more recent period.  In
Moody's opinion, this favorable execution may enhance the
company's prospects to win certain contracts of size that are
expected to move ahead through the near term, particularly within
its Global Engineering & Construction Group.

The rating is constrained by Moody's expectations that, while
certain projects may move ahead, demand for new projects generally
is likely to remain subdued well into 2010.  As well, the rating
considers the potential that higher industry capacity may
ultimately increase levels of competition, leading to a reversal
of the relatively favorable bidding environment of the past
several years.  Inherent integration and execution risks
associated with the company's moderate acquisitive growth strategy
and a propensity to return capital to shareholders through share
buy backs also weigh on the rating.

Moody's last rating action on Foster Wheeler LLC was on April 24,
2008, at which time its rating was upgraded to Ba2 with a positive
outlook.

Foster Wheeler LLC, a wholly owned subsidiary of Foster Wheeler
AG, is a leading international engineering, construction and
projector management contractor and power equipment supplier.
Consolidated operating revenues for the trailing twelve months to
September 30, 2009, were approximately $5.4 billion.


FOUNTAIN VILLAGE: Files Chapter 11 in Oregon
--------------------------------------------
Fountain Village Development Co. filed for Chapter 11 in the U.S.
Bankruptcy Court for the District of Oregon.  The Company says it
has less than 1,000 creditors and that there will be funds to
distribute to its unsecured creditors,

The filing came after an earlier bankruptcy case filed in October
on behalf of a holding, the Historic U.S. National Bank Block, in
Oregon, Portland Business Journal said.

Fountain Village Development Co. owns and operates historic
buildings.  The Company filed for Chapter 11 on Nov. 20 (Bankr. D.
Ore. Case No. 09-39718).  In its petition, the Company listed
assets and debts of between $50 million and $100.  According to
the Company, it owes $207,987 to Portland General Electric;
Service Master, $134,106; Protemp Associates Inc., $74,100; the
Salvation Army, $68,720; and Michael Narver (Home Hotel), $63,312.
Albert Kennedy at Tonkon Torp LLC represents the Company.


FREDDIE MAC: $29.1 Billion Earmarked for Treasury's HFA Programs
----------------------------------------------------------------
Federal Home Loan Mortgage Corporation on October 19, 2009,
entered into a Memorandum of Understanding with the U.S.
Department of the Treasury, the Federal Housing Finance Agency and
the Federal National Mortgage Corporation that sets forth the
terms under which Freddie Mac, Fannie Mae and Treasury intend to
provide assistance to state and local housing finance agencies so
that the HFAs can continue to meet their mission of providing
affordable financing for both single-family and multifamily
housing.  The MOU contemplates providing assistance to the HFAs
through three separate assistance programs: a temporary credit and
liquidity facilities program, a new issue bond program and a
multifamily credit enhancement program.

Freddie Mac said that as of October 19, neither the size of the
three assistance programs nor the participating issuers had been
determined by Treasury.  According to Freddie Mac, based on the
participation requests it received from the HFAs, Treasury
established the participating issuers under the programs and the
initial maximum amount under each program per issuer on
November 13, 2009.

The amounts initially established by Treasury under the three HFA
assistance programs totaled $29.1 billion: an aggregate of
$10.5 billion for the temporary liquidity and facilities program,
an aggregate of $17.9 billion under the new issue bond program (of
which $13.9 billion was allocated for single-family bonds and
$4.0 billion was allocated for multifamily bonds); and an
aggregate of $637 million for the multifamily credit enhancement
program.  Treasury has indicated that these initial amounts
established under the assistance programs are subject to change as
the HFAs finalize their individual participation amounts or
withdraw their participation.  Treasury's participation in these
assistance programs does not affect the amount of funding that
Treasury can provide to Freddie Mac under the terms of our senior
preferred stock purchase agreement with Treasury.

"We and Fannie Mae will administer the temporary credit and
liquidity facilities program and the new issue bond program on a
coordinated basis. . . . [W]e will provide temporary credit and
liquidity facility support and issue securities backed by HFA
bonds on a 50-50 pro rata basis with Fannie Mae under these
programs.  Treasury will bear the initial losses of principal
under these two programs up to 35% of total principal on a
program-wide basis, and thereafter we and Fannie Mae each will
bear the losses of principal that are attributable to our own
portion of the temporary credit and liquidity facilities and the
securities that we issue.  Treasury will bear all losses of unpaid
interest under the two programs.  Accordingly, our maximum
potential risk of loss under these two programs, assuming a 100%
loss of principal, is roughly $9.2 billion," Freddie Mac said.

The multifamily credit enhancement program will not be
administered on a coordinated basis, and Treasury will not be
responsible for a share of any losses incurred by Freddie Mac or
Fannie Mae under the program.

The parties' obligations with respect to transactions under the
three assistance programs contemplated by the MOU will become
binding when the parties execute definitive transaction
documentation.

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

Freddie Mac narrowed its net loss to $5,013,000,000 for the
three months ended September 30, 2009, from a net loss of
$25,295,000,000 for the same quarter a year ago.  Freddie Mac
posted a net loss of $14,097,000,000 for the nine months ended
September 30, 2009, from a net loss of $26,263,000,000 for the
same period a year ago.

As of September 30, 2009, Freddie Mac had $866,601,000,000 in
total assets against $856,195,000,000 in total liabilities.  As of
September 30, 2009, Total Freddie Mac stockholders' equity was
$10,311,000,000; and Total equity was $10,406,000,000.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FREDDIE MAC: Has $500MM Exposure to TBW; Owed $595MM by Colonial
----------------------------------------------------------------
Freddie Mac (formally known as the Federal Home Loan Mortgage
Corporation) on August 4, 2009, notified Taylor, Bean & Whitaker
Mortgage Corp. that Freddie Mac had terminated TBW's eligibility
as a seller and servicer for Freddie Mac, effective immediately,
and on August 24, 2009, TBW filed for bankruptcy and announced its
plan to wind down its operations.

Freddie Mac's initial estimate of the amount of net potential
exposure related to TBW's loan repurchase obligations is roughly
$500 million as of September 30, 2009.

Unrelated to Freddie Mac's potential exposure arising out of TBW
loan repurchase obligations, in its capacity as a servicer of
loans owned or guaranteed by Freddie Mac, TBW received and
processed certain borrower funds that it held for the benefit of
Freddie Mac.  TBW maintained certain bank accounts, primarily at
Colonial Bank, to deposit such borrower funds and to effect their
remittance to Freddie Mac.  Colonial Bank was placed into
receivership by the Federal Deposit Insurance Corporation on or
about August 14, 2009.  Freddie Mac filed a proof of claim
aggregating roughly $595 million against Colonial Bank on November
18, 2009.  The proof of claim relates to sums that remain, or
should remain, on deposit with Colonial Bank, or with the FDIC as
its receiver, which are attributable to mortgage loans owned or
guaranteed by Freddie Mac and previously serviced by TBW.  These
sums include, among other items, payoff funds, borrower payments
of mortgage principal and interest, as well as taxes and insurance
funds received by TBW on such loans.

Freddie Mac is currently assessing its other potential exposures
to TBW and is working with TBW, the FDIC and other creditors to
quantify these exposures.  At this time, Freddie Mac is unable to
estimate its total potential exposure related to TBW's bankruptcy;
however, the amount of additional losses related to such exposures
could be significant.

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

Freddie Mac narrowed its net loss to $5,013,000,000 for the
three months ended September 30, 2009, from a net loss of
$25,295,000,000 for the same quarter a year ago.  Freddie Mac
posted a net loss of $14,097,000,000 for the nine months ended
September 30, 2009, from a net loss of $26,263,000,000 for the
same period a year ago.

As of September 30, 2009, Freddie Mac had $866,601,000,000 in
total assets against $856,195,000,000 in total liabilities.  As of
September 30, 2009, Total Freddie Mac stockholders' equity was
$10,311,000,000; and Total equity was $10,406,000,000.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

                     About Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) provides diversified financial services, including
retail and commercial banking, wealth management services,
mortgage banking and insurance products.  The BancGroup derives
substantially all of its income from Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operates 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.

On August 14, 2009, Colonial BancGroup's banking unit Colonial
Bank, Montgomery, AL, was closed by the Alabama State Banking
Department and the Federal Deposit Insurance Corporation was named
receiver.  The FDIC sold most of the assets to Branch Banking and
Trust, Winston-Salem, North Carolina.  BB&T acquired $22 billion
in assets and assumed $20 billion in deposits of the Bank.

Colonial BancGroup filed for Chapter 11 bankruptcy protection on
August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP assist the Company in
its restructuring efforts.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.

                         About Taylor Bean

Taylor Bean & Whitaker Mortgage Corp., the 12th largest U.S.
mortgage lender and servicer of loans, filed for bankruptcy
protection on August 24 after being suspended from doing business
with U.S. agencies and Freddie Mac, the government-supported
mortgage company.  Taylor has blamed probes into one of its banks
for the suspensions.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).  Edward J. Peterson, III, Esq., at Stichter,
Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the
Debtor.  Troutman Sanders LLP is special counsel.  BMC Group Inc.
serves as claims agent.  Taylor Bean has more than $1 billion of
both assets and liabilities, and between 1,000 and 5,000
creditors, according to the bankruptcy petition.


FX REAL ESTATE: Reports $10,425,000 Net Loss for Q3 2009
--------------------------------------------------------
FX Real Estate and Entertainment Inc. reported a net loss of
$10,425,000 for the three months ended September 30, 2009, from a
net loss of $33,707,000 for the same period a year ago.  The
Company reported a net loss of $101,547,000 for the nine months
ended September 30, 2009, from a net loss of $112,702,000 for the
same period a year ago.

Revenue was $4,553,000 for the three months ended September 30,
2009, from $482,000 for the same period a year ago.  Revenue was
$13,935,000 for the nine months ended September 30, 2009, from
$1,453,000 for the same period a year ago.

At September 30, 2009, the Company had $143,904,000 in total
assets against total liabilities, all current, of $484,560,000.

FX Real Estate and Entertainment admitted it is in severe
financial distress and may not be able to continue as a going
concern.  The Company said its current cash flow from operations
and cash on hand as of September 30, 2009, are not sufficient to
fund its short-term liquidity requirements, including its ordinary
course expenses and obligations as they come due.  The Company's
Las Vegas subsidiaries own real property which is substantially
the Company's entire business, and which subsidiaries are in
default under their $475 million mortgage loans, which are secured
by the property.

On April 9, 2009, as reported by the Troubled Company Reporter,
the first lien lenders sent a Notice of Breach and Election to
Sell, initiating the trustee sale procedure against the Las Vegas
subsidiaries.  On June 23, 2009, the Las Vegas property was placed
under the exclusive possession and control of a court-appointed
receiver at the request of the first lien lenders as a result of
such default.

On July 13, 2009, the Las Vegas subsidiaries received a Notice of
Trustee's Sale dated July 7, 2009, pursuant to which the trustee
will cause the Las Vegas property to be sold at a public auction
to the highest bidder for cash so as to satisfy the outstanding
obligations to the first lien lenders secured by the property.
The trustee's sale was initially scheduled for September 9, 2009
and has since been adjourned to October 21, 2009, November 18,
2009 and December 22, 2009.  Under Nevada law, the Las Vegas
property may be sold in a trustee sale to satisfy the first lien
lenders' obligations secured by the property, provided the lenders
have satisfied the Nevada procedures and further provided that the
sale has not been stayed through bankruptcy or other filings or by
a consensual delay by such lenders.

On October 30, 2009, as reported by the TCR, the Las Vegas
subsidiaries entered into a Lock-Up and Plan Support Agreement
with the first lien lenders and two corporate affiliates -- LIRA
Property Owner, LLC and its parent LIRA LLC; collectively, the
"Newco Entities" -- of Robert F.X. Sillerman, Paul C. Kanavos and
Brett Torino, who are directors, executive officers or greater
than 10% stockholders of the Company.  The purpose of the Lock-Up
Agreement is to pursue an orderly liquidation of the Las Vegas
subsidiaries for the benefit of their creditors pursuant to a
prepackaged chapter 11 bankruptcy proceeding.

On November 2, 2009, the Company changed its independent
registered public accounting firm, replacing Ernst & Young LLP
with L.L. Bradford and Company, LLC for the year ending
December 31, 2009.  The change in accountant caused the Company to
delay the filing of its quarterly report from November 16 to
November 20.

On November 6, 2009, the Company completed a private sale of its
securities to certain of its directors, executive officers or
greater than 10% stockholders from which the Company generated
aggregate proceeds of $375,000.  The Company intends to use the
proceeds to fund working capital requirements and for general
corporate purposes.  The Company still has insufficient working
capital to fund its liquidity requirements for any prolonged
period and, as such, may not be able to continue as a going
concern.

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?4a41

              About FX Real Estate and Entertainment

New York-based FX Real Estate and Entertainment Inc.'s business
consists of owning and operating 17.72 contiguous acres of land
located at the southeast corner of Las Vegas Boulevard and Harmon
Avenue in Las Vegas, Nevada.  The property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  The carrying value of the Las Vegas
property was reduced to its estimated fair value of $140.8 million
as of June 30, 2009, after impairment charges taken prior to that
date.


FX REAL ESTATE: Robert Sillerman Reports 42.5% Equity Stake
-----------------------------------------------------------
Robert F.X. Sillerman discloses holding 28,238,168 shares or
roughly 42.5% of the common stock of FX Real Estate and
Entertainment Inc. as of November 12, 2009.

Sillerman Capital Holdings, L.P., discloses holding 766,917 shares
or roughly 1.3% of the Company's common stock.

Paul C. Kanavos reports holding 19,826,677 shares or roughly 29.8%
of the Company's common stock.

Brett Torino discloses holding 20,655,245 shares or roughly 30.6%
of the Company's common stock.

ONIROT Living Trust dated 6/20/2000 discloses holding 5,556,870
shares or roughly 9.2% of the Company's common stock.

TTERB Living Trust reports holding 14,842,137 shares or roughly
22.0% of the Company's common stock.

Atlas Real Estate Funds, Inc., reports holding 5,407,611 shares or
roughly 9.0% of the Company's common stock.

On November 5, 2009, each of Laura Baudo Sillerman, the spouse of
Mr. Sillerman, Mr. Kanavos and his spouse, Dayssi Olarte de
Kanavos and TTERB agreed to purchase from the Company in a private
transaction exempt from the registration requirements of the
Securities Act of 1933, as amended, 1,388,889 units at an
aggregate purchase price of $125,000 or $0.09 per Unit.  Each Unit
consists of (x) one share of Common Stock, (y) one warrant to
purchase one share of Common Stock at an exercise price of $0.10
per share and (z) one warrant to purchase one share of Common
Stock at an exercise price of $0.11 per share.  Mr. Sillerman's
spouse with personal funds of $125,000, Mr. Kanavos and his spouse
with personal funds of $125,000 and TTERB with working capital of
$125,000 consummated the purchase of their Units on November 6,
2009.

On October 30, 2009, Sillerman, Kanavos and Torino through two
corporate affiliates -- LIRA Property Owner, LLC and its parent
LIRA LLC; collectively, the "Newco Entities" -- entered into a
Lock Up and Plan Support Agreement with the Company's Las Vegas
subsidiaries and the first lien lenders under the Las Vegas
subsidiaries' $475 million mortgage loans.  The purpose of the
Lock-Up Agreement is to pursue an orderly liquidation of the Las
Vegas subsidiaries for the benefit of their creditors pursuant to
a prepackaged chapter 11 bankruptcy proceeding.

              About FX Real Estate and Entertainment

New York-based FX Real Estate and Entertainment Inc.'s business
consists of owning and operating 17.72 contiguous acres of land
located at the southeast corner of Las Vegas Boulevard and Harmon
Avenue in Las Vegas, Nevada.  The property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.

At September 30, 2009, the Company had $143,904,000 in total
assets against total liabilities, all current, of $484,560,000.

The Company said it is in severe financial distress and may not be
able to continue as a going concern.  The Company said its current
cash flow from operations and cash on hand as of September 30,
2009, are not sufficient to fund its short-term liquidity
requirements, including its ordinary course expenses and
obligations as they come due.  The Company's Las Vegas
subsidiaries own real property which is substantially the
Company's entire business, and which subsidiaries are in default
under their $475 million mortgage loans, which are secured by the
property.  The carrying value of the Las Vegas property was
reduced to its estimated fair value of $140.8 million as of
June 30, 2009, after impairment charges taken prior to that date.


FX REAL ESTATE: Unit's Bankruptcy Moved; Lock Up Deal Challenged
----------------------------------------------------------------
FX Real Estate and Entertainment Inc. reports that on November 16,
2009, Landesbank Baden-Wurttemberg, New York Branch, the
administrative agent and collateral agent to the First Lien
lenders, agreed, among other things, to extend the bankruptcy
filing of FX Luxury Las Vegas I, LLC, from November 16 to
December 4, 2009.

The Company also reports that the second lien lenders under the
mortgage loans -- challenging the lock up agreement the Company
and its subsidiaries entered into with the First Lien Lenders.

The First Lien Lenders are Landesbank Baden-Wurttemberg, Munchener
Hypothekenbank EG, Deutsche Hypothekenbank (Actien-Gesellschaft),
and Great Lakes Reinsurance (UK) PLC.

On October 30, 2009, as reported by the Troubled Company Reporter,
the Las Vegas subsidiaries entered into a Lock-Up and Plan Support
Agreement with the first lien lenders and two corporate affiliates
-- LIRA Property Owner, LLC and its parent LIRA LLC; collectively,
the "Newco Entities" -- of Robert F.X. Sillerman, Paul C. Kanavos
and Brett Torino, who are directors, executive officers or greater
than 10% stockholders of the Company.  The purpose of the Lock-Up
Agreement is to pursue an orderly liquidation of the Las Vegas
subsidiaries for the benefit of their creditors pursuant to a
prepackaged chapter 11 bankruptcy proceeding.

In the prepackaged chapter 11 bankruptcy proceeding, the Las Vegas
property will be sold for the benefit of the Las Vegas
subsidiaries' creditors either pursuant to an auction sale for at
least $256 million, or if the auction sale is not completed,
pursuant to a prearranged sale to the Newco Entities under the
terms of the bankruptcy proceeding's plan of liquidation.  If the
Las Vegas property is sold under the Lock Up Agreement pursuant to
the auction sale, it is highly unlikely that the Company will
receive any benefit from such auction sale.  If the auction sale
is not completed and the Las Vegas property is sold under the Lock
Up Agreement pursuant to the prearranged sale to the Newco
Entities, the Company will not receive any benefit from any such
prearranged sale.

The Company said if the Lock Up Agreement is terminated without
consummation of any such sale of the Las Vegas property, it is
difficult to predict what the consequences will be to the Company
and the sole surviving Las Vegas subsidiary and its creditors.

On November 16, 2009, the first lien collateral agent waived the
non-occurrence of certain events and extended the dates on which
these events are required to occur:

     -- the prepackaged bankruptcy filing was extended from
        November 16 to December 4, 2009;

     -- The execution and delivery of the plan funding agreement
        for implementation of the plan of liquidation should have
        occurred by November 11.  The Plan Funding Date, as
        extended, is required to occur on or before November 18,
        2009.  The Plan Funding Date has occurred;

     -- The execution and delivery of a firm commitment letter
        from the Newco Entities Equity Sponsors (to fund the
        $2.2 million deposit by November 11, 2009 and, at closing,
        to fund roughly $16.8 million to LIRA LLC and cause
        LIRA LLC to fund LIRA Property Owner, LLC to satisfy its
        obligations under the plan funding agreement) should have
        occurred by November 11.  The Firm Commitment Date, as
        extended, is required to occur on or before November 18,
        2009. The Firm Commitment Date has occurred.

     -- The funding of the $2.2 million deposit by the Newco
        Entities Equity Sponsors should have occurred by
        November 11, 2009.  The Deposit Funding Date, as extended,
        Is required to occur on or before November 18, 2009. The
        Deposit Funding Date has occurred; and

     -- The form of final cash collateral order should have been
        agreed upon by November 11, 2009.  The Form of Cash
        Collateral Order Date, as extended, is required to occur
        on or before November 24, 2009.

Pursuant to a proposed Interim Cash Collateral Order, the Debtor
is required to hit these target dates:

     File with the Bankruptcy Court           Day 1 after the
     the Interim Cash Collateral Order        filing of the
    (to be heard no later than Day 10)        Prepackaged Case

     Entry by the Bankruptcy Court of
     the Auction and Bidding Procedures
     Order and Appointment of a Sales Agent   Day 25

     Entry by the Bankruptcy Court of
     Final Cash Collateral Order              Day 30

     Bid Deadline                             Day 100

     Auction, if required                     Day 110

     Entry by the Bankruptcy Court
     of the Confirmation Order                Day 120

     Effective Date of Plan                   Day 130
                                              (Day 150 if buyer
                                              requires time
                                              to close a
                                              transaction)

Brett Axelrod, Esq., at Greenberg Traurig, LLP, represents FX Real
Estate and Entertainment; FX Luxury Las Vegas I, LLC; FX Luxury
Las Vegas II, LLC; and FX Luxury Las Vegas Parent, LLC.

Rodney M. Jean, Esq., Cam Ferenbach, Esq., and Mohamed A. Iqbal,
Jr., Esq., at Lionel Sawyer & Collins in Las Vegas, Nevada; and
Michael H. Torkin, Esq., and Randall L. Martin, Esq., at Shearman
& Sterling LLP in New York, represent the First Lien Agent.

A full-text copy of the Lock Up Agreement and Proposed Interim
Cash Collateral Order is http://ResearchArchives.com/t/s?4906

                2nd Lien Lenders Challenge Lock Up

On November 12, 2009, the second lien lenders under the mortgage
loans (through the second lien collateral agent) filed a complaint
in the United States District Court for the Southern District of
New York against the first lien lenders, the Company and its
officers, directors and former directors, the Las Vegas
subsidiaries, the Newco Entities and certain others alleging that
such defendants have wrongfully and tortiously coordinated a
breach of the intercreditor agreement between the first lien
lenders and the second lien lenders by reason of the first lien
lenders' and the Las Vegas subsidiaries' entry into the Lock Up
Agreement.

The complaint also seeks a declaratory judgment that (i) the Lock
Up Agreement is a prohibited transaction under the intercreditor
agreement and a breach of the intercreditor agreement; and (ii) by
virtue of the defendants' breach of the material and fundamental
terms of the intercreditor agreement, the second lien lenders (and
the second lien collateral agent) are no longer bound by the
intercreditor agreement.

The complaint further asserts derivative causes of action against
(i) the Las Vegas subsidiaries and certain of their managers,
members and officers for breach of fiduciary duty related to the
Las Vegas subsidiaries' entry into the Lock Up Agreement and (ii)
the Company, its current and former directors and certain of its
officers for aiding and abetting a breach of fiduciary duty
related to their conduct leading to the Las Vegas subsidiaries'
entry into the Lock Up Agreement.

Aside from the declaratory relief, the complaint seeks relief for
each claim consisting of monetary damages of at least $216
million, plus interest, costs and expenses and, in the case of the
claim for aiding and abetting a breach of fiduciary duty, also
punitive damages.

The Company believes these claims are without merit and intends to
litigate accordingly.

              About FX Real Estate and Entertainment

New York-based FX Real Estate and Entertainment Inc.'s business
consists of owning and operating 17.72 contiguous acres of land
located at the southeast corner of Las Vegas Boulevard and Harmon
Avenue in Las Vegas, Nevada.  The property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  The carrying value of the Las Vegas
property was reduced to its estimated fair value of $140.8 million
as of June 30, 2009, after impairment charges taken prior to that
date.


G-I HOLDINGS: Reorganization Plan Declared Effective
----------------------------------------------------
BankruptcyData reports that G-I Holdings Inc. announced that its
Eighth Amended Joint Plan of Reorganization became effective, and
the Company emerged from Chapter 11 protection.  The Company
officially concluded its Chapter 11 reorganization after meeting
all closing conditions to the Plan.

G-I Holdings Inc., formerly known as GAF Corp., obtained
confirmation of the Plan on November 12, almost nine years after
filing a Chapter 11 petition.

After jointly presiding over the plan confirmation process that
started Sept. 30, U.S. District Judge Garrett E. Brown and U.S.
Bankruptcy Judge Rosemary Gambardella, in New Jersey, both signed
a 102-page opinion November 12 confirming G-I Holdings and
affiliate ACI Inc.'s Eight Amended Joint Plan of Reorganization.

District court approval of the plan was required because it dealt
with asbestos claims.

The confirmed plan incorporates a global settlement and compromise
of all of the disputes with the official asbestos claimants'
committee and the official representative of future asbestos
claimants and all other parties.  According to the Plan, an
asbestos trust will be created that will be a "qualified
settlement fund" within the meaning of Section 468B of the Tax
Code.  Among other things, the purpose of the Asbestos Trust is:

   a) to direct the processing, resolution, liquidation, and
      payment of all Asbestos Claims in accordance with section
      524(g) of the Bankruptcy Code, the Plan, the Asbestos Trust
      Agreement, the Asbestos Trust Distribution Procedures, and
      the Confirmation Order; and

   b) to preserve, hold, manage, and maximize the assets of the
      Asbestos Trust for use in paying and satisfying Asbestos
      Claims.

On the Plan's confirmation date, the Court will appoint the
individuals selected jointly by the Asbestos Claimants Committee
and the Legal Representative to serve as the Asbestos Trustees for
the Asbestos Trust pursuant to the terms of the Asbestos Trust
Agreement.

Asbestos claimants and other unsecured creditors are to receive
8.6%.

G-I obtained bankruptcy court approval of the disclosure statement
to the Plan in December, sending the plan to the voting process.
According to Bill Rochelle at Bloomberg News, although the
confirmation hearing was first scheduled in January, the company
was, because of market conditions, unable to obtain the letter of
credit necessary for funding the asbestos trust.  By June, G-I was
able to arrange for the letter of credit, modified the plan again,
and scheduled the confirmation hearing in September.  The
modifications to the Plan, last made in October, do not materially
or adversely affect the treatment of any creditors who voted to
accept the Plan during the voting process, the judges said.

Objections by the Internal Revenue Service, New York City Housing
Authority, and Los Angeles Unified School District and State of
Illinois to the confirmation of the Plan were overruled with
prejudice.

A copy of the Confirmation Opinion, along with the 8th Amended
Plan, is available for free at:

            http://bankrupt.com/misc/G-I_Plan_Opinin.pdf

                        About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The Company filed for bankruptcy after already
spending $1.5 billion paying asbestos claims from the 1967
acquisition of Ruberoid Co.

The Company filed for Chapter 11 protection on Jan. 5, 2001
(Bankr. D. N.J. Case No. 01-30135).  An affiliate, ACI, Inc.,
filed its own voluntary Chapter 11 petition on August 3, 2001.
The cases were consolidated on October 10, 2001.  Martin
J. Bienenstock, Esq., Irena Goldstein, Esq., and Timothy Q.
Karcher, Esq., at Dewey & Leboeuf LLP, represent the Debtors as
counsel.  Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at
Riker, Danzig, Scherer, Hyland, represent the Debtors as co-
counsel.  Lowenstein Sandler PC represents the Official Committee
of Unsecured Creditors.  Judson Hamlin was appointed by the Court
as the Legal Representative for Present and Future Holders of
Asbestos Related Demands.  Keating, Muething & Klekamp, P.L.L., is
the principal counsel to the Legal Representative of Present and
Future Asbestos-Related Demands.


GARY II LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Gary II, LLC
        38355 Shagbark Lane
        Wadsworth, IL 60083

Bankruptcy Case No.: 09-44333

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Gregory K. Stern, Esq.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  Email: gstern1@flash.net

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

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

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

The petition was signed by Andrew L. Young, managing member of the
Company.


GEMCRAFT HOMES: Resolves Cash Collateral Use Objections
-------------------------------------------------------
Gemcraft Homes, Inc., et al., Regions Bank (the Bank), Chesapeake
Plumbing & Heating, Inc, and Keka Contractors, Inc. have reached
an agreement resolving objections to the Debtors' request to use
cash collateral.

Keka and Chesapeake asked that the Debtors account for and
segregate Chesapeake's cash collateral, saying that they have
interests in cash collateral currently held by the Debtors and
that they will have interests in cash collateral as the Debtor
sells additional property unless their claims are satisfied at
closing.

The Objectors were also against the hiring of Cole, Schotz,
Meisel, Forman & Leonard, P.A., as and The Garden City Group,
Inc., as noticing, claims, and balloting agent.  They also asked
that the Court don't allow the Debtors to enter into sale
contracts for homes and close on sales of homes postpetition.

The Objectors claimed that the Debtors' requests impair any of
Chesapeake's rights as the owner of or one holding an interest in
present or future cash collateral; impair any of Objectors' rights
as having the right to establish a mechanics lien (including the
right to establish a mechanic's lien in accordance with applicable
Delaware law); alter the priorities established by the Bankruptcy
Code; afford any pre- or post-petition lender with rights greater
than afforded by the Bankruptcy Code; or extinguish avoidance
actions against pre-petition lenders without appropriate
investigation.

The Objectors were also claimed that the sale motion is
procedurally flawed as (a) it wasn't served on the objectors or
any other similarly situated party in accordance with Federal Rule
of Bankruptcy Procedure 7004 and (b) it doesn't describe the
properties to be sold or the liens/interests to be affected.

After negotiations, in the interest of resolving the motions and
Objections, the Debtors and the Objectors, the Bank, and the
Debtors have reached stipulation stating that the motions will be
deemed automatically withdrawn, with prejudice; and that the
Objectors waive arguments that funds held by the Debtors are trust
funds for their benefit, under a statutory or constructive trust
theory under Delaware or other applicable law, and also waive
civil trust fund rights and claims against the principals of the
Debtors.  A copy of the stipulations is available for free at:

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

The Hon. Nancy V. Alquist of the U.S. Bankruptcy Court for the
District of Maryland has approved the stipulation.

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: Taps Cole Schotz as Bankruptcy Counsel
------------------------------------------------------
Gemcraft Homes, Inc., et al., have sought permission from the U.S.
Bankruptcy Court for the District of Maryland to hire Cole,
Schotz, Meisel, Forman & Leonard, P.A., as bankruptcy counsel,
nunc pro tunc to the Petition Date.

Irving E. Walker, a member at Cole Schotz, says that the firm
will, among other things:

     (a) advise the Debtors concerning, and assisting in the
         negotiation and documentation of a Chapter 11 plan and
         related transactions;

     (b) review the nature and validity of liens asserted against
         the property of the Debtors and advising the Debtors
         concerning the enforceability of such liens;

     (c) prepare on behalf of the Debtors all necessary and
         Appropriate applications, motions, pleadings, draft
         orders, notices, schedules, and other documents, and
         reviewing financial and other reports; and

     (d) advise the Debtors concerning, and preparing responses
         to, applications, motions, pleadings, notices and other
         papers that may be filed and served in this Chapter 11
         case.

Mr. Walker says that Cole Schotz will be paid based on the hourly
rates of its professionals:

      Irving E. Walker (Partner)         $525
      Gary Leibowitz (Partner)           $400
      G. David Dean (Associate)          $330
      Stuart A. Cherry (Associate)       $275
      Cynthia Braden (Paralegal)         $180

Irving E. Walker, a member at Cole Schotz, assures the Court that
Cole Schotz doesn't have interests adverse to the interest of the
Debtors' estates or of any class of creditors and equity security
holders.  Mr. Walker maintains that Cole Schotz 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.


GENERAL GROWTH: Investors Set For Bonanza Amid Recovery, Says FT
----------------------------------------------------------------
Henny Sender at The Financial Times in New York -- citing people
familiar with the matter -- reports that hedge funds and other
investors now stand to make billions of dollars from their
holdings in bankrupt US mall owner General Growth Properties,
underscoring the extent of the recent rebound in financial
markets.

According to the report, among the biggest potential winners is
William Ackman's Pershing Square Capital Management, which is
sitting on a paper profit of more than $800m on investments in the
debt and equity of GGP, according to people familiar with Mr.
Ackman's fund.  Other investors that stand to make big profits on
holdings in the high-profile retail property owner include
Centerbridge Partners, Elliott Associates, Goldman Sachs, John
Paulson's Paulson & Co and York Capital, the people said,
according to FT.

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

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

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


GENERAL MOTORS: Koenigsegg Walks Away From Deal to Buy Saab
-----------------------------------------------------------
The Wall Street Journal's John D. Stoll reports that Koenigsegg
Group AB said Tuesday it was backing out of the deal to acquire
General Motors Co.'s Saab brand, citing a series of costly delays
in closing its planned purchase.

The Journal notes the agreement with Koenigsegg, a Swedish maker
of exotic cars, had won financial backing from the Swedish
government, but in the end, taking on Saab proved to be too costly
for a boutique car maker with no high-volume manufacturing
experience.

The New York Times reports that GM said Tuesday its board planned
to determine next week what to do with Saab.  Closing the brand,
as GM initially planned to do if it could not find a buyer, is a
strong possibility, two people with direct knowledge of the
company's plans said, according to NY Times.  The people spoke on
condition of anonymity because the board had not made its
decision.

NY Times says other options for GM are to seek another buyer or
keep Saab, though both those steps are considered less likely.  NY
Times notes that when Penske Automotive terminated its deal to buy
Saturn in September, GM immediately announced that the brand and
its dealerships would close.

The Journal relates that officials of the Swedish government,
currently the only source of financing for a Saab restructuring,
said the future of the operation and its 4,000 workers hinges on
another buyer surfacing.  In an interview Tuesday, Saab Managing
Director Jan-Ake Jonsson said it is "premature" to speculate on
the company's fate, Mr. Stoll relates.

"Mr. Jonsson said he was informed of Koenigsegg's decision late
Monday. Because he had been dealing exclusively with Koenigsegg
and its partner, China's Beijing Automotive Industry Holding Co.,
for the past several months, he said it is impossible to gauge
whether there remains an appetite among other investors for Saab,"
according to Mr. Stoll.

According to the Journal, many industry observers say the
emergence of another buyer for Saab is unlikely amid the car
business' historic downturn.

Mr. Stoll says the surprise collapse of the Saab deal means GM and
its newly formed board of directors are faced with yet another
tough decision on the company's global product portfolio.  In
recent months, the board approved, then ultimately reversed, Chief
Executive Frederick "Fritz" Henderson's plan to sell majority
control of GM's Germany-based Opel unit.  As part of its
downsizing, GM also is phasing out its Pontiac brand, the Journal
notes.

"If GM chooses to keep Saab, it may have to find a way to replace
at least part of the EUR400 million ($598 million) loan from the
European Investment Bank that the Swedish government guaranteed to
Saab.  Under its terms, Saab needs to find a private investor to
take it over," according to Mr. Stoll.

According to the Journal, with projected sales of fewer than
50,000 vehicles globally this year, Saab represents less than 1%
of GM's total sales.  Revamping its aging vehicle lineup and
retooling its plants could consume billions of dollars.

NY Times said GM paid $600 million for half of Saab in 1990 and
$125 million for the rest in 2000.  Terms of the deal with
Koenigsegg have not been revealed, but it was contingent on $600
million of financing from the European Investment Bank and Swedish
government guarantees, NY Times says.

GM, the Journal recalls, purchased half of Saab about 20 years ago
for $500 million, and picked up the other half a decade later for
under $200 million.  GM has said Saab recorded only one year of
black ink during that period.

According to NY Times, analysts believe closing Saab would cost GM
considerably less than it is spending to shut down Saturn, and
failing to sell Saab is not expected to affect GM's post-
bankruptcy recovery.


GENTIVA HEALTH: Moody's Affirms Corporate Family Rating at 'Ba3'
----------------------------------------------------------------
Moody's Investors Service upgraded the Speculative Grade Liquidity
Rating of Gentiva Health Services, Inc. to SGL-1 from SGL-2.
Concurrently Moody's affirmed all other ratings, including
Gentiva's Ba3 Corporate Family Rating and B1 Probability of
Default Rating.  The rating outlook remains stable.

The SGL-1 rating (the highest on Moody's SGL rating scale)
reflects Moody's expectation that the company will have very good
liquidity over the next twelve months.  The company has
outperformed Moody's expectations for cash flow generation since
the divesture of 69% of the CareCentrix business in late 2008.
Gentiva has also been very measured in its acquisition program
over the last year given the reimbursement uncertainty, resulting
in a large build up of cash.

The Ba3 Corporate Family Rating is supported by Gentiva's position
as one of the largest home healthcare providers in the US, its
good geographic diversity within the US and financial metrics that
are strong for the current rating.  Despite the company's strong
financial metrics and liquidity, the ratings are currently
constrained by the uncertainty that the home health industry faces
with regards to potential Medicare reimbursement cuts.  In
addition, Moody's believe meaningful regulatory changes could lead
to industry consolidation.  Specifically, Moody's believe that
Gentiva could be a consolidator in the highly fragmented home
health industry.  Further, the company has publicly stated that it
would be comfortable increasing leverage for acquisitions.

Ratings Changed:

* Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

Ratings Affirmed:

* $96.5 million Senior Secured Revolver (face value), due 2012,
  Ba3, LGD3, 31%

* $237 million Senior Secured Term Loan B, due 2013, Ba3, LGD3,
  31%

* Corporate Family Rating, Ba3

* Probability of Default Rating, B1

* The outlook is stable.

The last rating action was on November 14, 2008, when Moody's
affirmed Gentiva's ratings.

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

Gentiva is a leading provider of comprehensive home health
services in the US.  The company offers direct home nursing and
therapies, including specialty programs, as well as hospice, home
infusion and respiratory therapy and durable medical equipment
products.  Gentiva reported revenues of approximately
$1.17 billion for the twelve months ended September 27, 2009.


GLENMARTIN: Prices, Customer Defaults Cue Chapter 11 Filing
-----------------------------------------------------------
Nate Birt of Boonville Daily News relates that GlenMartin made a
voluntary filing under Chapter 11 due to large swings in commodity
prices and a number of customer defaults.

A person with knowledge of the filing said the filing won't affect
employee's jobs, Mr. Birt notes.  The company is focusing on
realigning and improving its operations and this filing will
relieve the immediate pressure from its creditors, he quotes the
person as stating.

Based in Boonville, GlenMartin offers services to the
construction-material industry.


GOLD COAST RAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Gold Coast Rand Development Corporation
        38355 Shagbark Lane
        Wadsworth, IL 60083

Bankruptcy Case No.: 09-44334

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Gregory K. Stern, Esq.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  Email: gstern1@flash.net

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

Estimated Debts: $100,001 to $500,000

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

The petition was signed by Andrew L. Young, president of the
Company.


GRACEWAY PHARMACEUTICALS: Moody's Junks Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Graceway
Pharmaceuticals, LLC, including the Corporate Family Rating to
Caa1 from B3 and the Probability of Default Rating to Caa1 from
B3.  Ratings on Graceway's first and second-line credit facilities
have also been lowered based on the application of Moody's Loss
Given Default methodology.  The rating outlook continues to be
negative.

The ratings downgrade primarily reflects new uncertainties related
to whether Graceway's life cycle management plans for Aldara will
be successful based on lack of approval for Graceway's new lower-
dose version.  With approximately 80% of Graceway's 2008 revenues
attributable to U.S. Aldara sales, execution of life cycle
management plans remains critical.  A generic launch, which could
occur as early as February 2010, would result in a significant
reduction in Graceway's financial flexibility and asset coverage.

In December 2008, Graceway submitted its New Drug Application for
the use of lower-dose Aldara (i.e. 3.75%) in actinic keratoses.
The expected FDA action date was in late October 2009.  Although
many products are not immediately approved by the FDA on the
target date, continuing lack of an approval by the FDA is placing
additional pressure on Graceway's credit profile.  Moody's
believes that such pressure will exist until it becomes more
certain that Graceway will launch its low-dose version.

The ability of generic companies to receive approval and launch
products in February 2010 remains a possibility, but is not
certain.  Graceway has submitted two Citizen Petitions to the FDA
requesting that the FDA follow requirements before approving any
abbreviated new drug applications that reference Graceway's
Aldara.

Graceway's Caa1 Corporate Family Rating reflects its limited size
and scale, significant product concentration risk, and relatively
high financial leverage.  These risks are offset by good Aldara
sales performance currently, positive free cash flow and steady
reduction of debt.

The negative outlook reflects the potential for further negative
rating action if generic companies launch competing versions of
Aldara in the near term.  Conversely, Moody's could revise the
rating outlook to stable if there is greater assurance that
Graceway's life cycle management plans are likely to be
successful.  This could occur if: (1) it becomes clear that a
generic product is unable to launch in February 2010; (2) Graceway
successfully launches its follow-on Aldara product and this
product gains strong market share.

For additional information, please refer to Moody's updated Credit
Opinion on Graceway available on moodys.com

Ratings downgraded:

  -- Corporate Family Rating to Caa1 from B3

  -- Probability of Default Rating to Caa1 from B3

  -- First lien senior secured Term Loan of $600 million due 2012
     to B2 (LGD2, 25%) from Ba3 (LGD2, 24%)

  -- First lien senior secured revolving credit facility of
     $30 million due 2012 to B2 (LGD2, 25%) from Ba3 (LGD2, 24%)

  -- Second lien senior secured credit facility of $330 million
     due 2013 to Caa2 (LGD5, 76%) from Caa1 (LGD5, 76%)

Moody's last rating action on Graceway took place on September 1,
2009, when Moody's lowered Graceway's ratings (Corporate Family
Rating to B3 from B2) with a negative rating outlook.

Headquartered in Bristol, Tennessee, Graceway Holdings, LLC, and
Graceway Pharmaceuticals, LLC, is a specialty pharmaceutical
company focused on the dermatology, respiratory, and women's
health markets.


GUADALUPE TOMICIC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Guadalupe Tomicic
          aka Lupe Tomicic
        6420 Via Colina
        Rch Palos Verdes, CA 90275

Bankruptcy Case No.: 09-42955

Chapter 11 Petition Date: November 23, 2009

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

Judge: Barry Russell

Debtor's Counsel: Dennis Sanchez, Esq.
                  The Law Office of Dennis Sanchez
                  5307 E Beverly Blvd
                  Los Angeles, CA 90022
                  Tel: (323) 725-7714
                  Fax: (323) 725-6313

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 Kerry Warren, president of the Company.


HAUPPAUGE DIGITAL: Receives Non-Compliance Notice From NASDAQ
-------------------------------------------------------------
Hauppauge Digital Inc. disclosed that on November 18, 2009, it
received a letter from NASDAQ indicating that the company is not
in compliance with the NASDAQ minimum bid price rule.  The letter
noted that, for the thirty consecutive trading days prior to
November 18, 2009, the company's minimum closing bid price per
share had been below the $1.00 minimum bid price requirement set
forth in NASDAQ Rule 5450(a)(1).  In accordance with NASDAQ Rule
5810(c)(3)(A), Hauppauge has 180 days, or until May 17, 2010, to
regain compliance.  In its notice, NASDAQ indicated that, if at
any time during this period the minimum closing bid price is $1.00
or more per share for at least ten consecutive trading days,
NASDAQ will provide confirmation that the Company has regained
compliance.

The Company intends to monitor the bid price for its common stock
between now and May 17, 2010 and to consider available options to
resolve the deficiency and regain compliance with the NASDAQ
minimum bid price requirement, as to which no assurances can be
given.

As previously disclosed, on October 6, 2009, the Company received
a Staff Determination letter from NASDAQ, notifying the Company
that NASDAQ had determined to initiate procedures to delist the
company's securities from NASDAQ based on the company's failure to
hold its annual meeting within the time frame allowed under NASDAQ
Rule 5620.  The Company requested before a NASDAQ Hearings Panel
that, pursuant to Rule 5815(c)(1)(A), the Company be granted an
exception to the relevant continued listing standards set forth in
Rule 5620, and that NASDAQ continue to list the Company's
securities.  There can be no assurance that the Hearings Panel
will grant the Company's request for continued listing.

Hauppauge Digital Inc. -- http://www.hauppauge.com/-- develops
analog and digital TV receiver products for the personal computer
market.  Through its Hauppauge Computer Works, Inc. and Hauppauge
Digital Europe SARL subsidiaries, the Company designs and develops
analog and digital TV receivers that allow PC users to watch
television on their PC screen in a resizable window and enable the
recording of TV shows to a hard disk, digital video editing, video
conferencing, receiving of digital TV transmissions, and the
display of digital media stored on a computer to a TV set via a
home network.  The Company is headquartered in Hauppauge, New
York, with administrative offices in Luxembourg, Ireland and
Singapore, sales offices in Germany, London, Paris, The
Netherlands, Sweden, Italy, Spain, Singapore, Taiwan and
California and engineering offices in Taiwan and Braunschweig
Germany.


HEALTHSOUTH CORP: Inks Restrictive Covenant Deal with Workman
-------------------------------------------------------------
HealthSouth Corporation on November 23, 2009, entered into a
Restrictive Covenant Agreement with John L. Workman, its Executive
Vice President and Chief Financial Officer, in connection with his
resignation.

Mr. Workman agreed to a non-disclosure covenant (unlimited as to
time), a 12-month non-competition covenant, and a 12-month non-
solicitation covenant.  Mr. Workman also agreed to cooperate with
the Company and its subsidiaries and affiliates both in defense of
any claims asserted against them and otherwise.  As consideration
for entering into the Agreement, Mr. Workman will be paid a lump
sum of $250,000 after the Company files its Annual Report on Form
10-K for the fiscal year ended December 31, 2009, with the
Securities and Exchange Commission.

Except as to benefits the continuation of which are required by
law, Mr. Workman will not be eligible to participate in or receive
any benefits available to Company employees following the
effective date of his resignation.  Additionally, pursuant to the
terms of the applicable benefit plans and award agreements, any
unvested stock options and restricted shares held by Mr. Workman
as of November 17, 2009, will be forfeited and canceled, as
applicable, and he will have 90 days from that date to exercise
any vested stock options.

As reported by the Troubled Company Reporter on November 3, 2009,
HealthSouth said that on October 21, 2009, Mr. Workman notified
the Company that he intends to resign from his positions with
HealthSouth and its subsidiaries and affiliates.  His resignation
was effective November 17, 2009.  Mr. Workman's resignation was
not related to the Company's financial or operating results or to
any disagreements or concerns regarding the Company's financial or
reporting practices.

The Company said it will begin a national search for a new Chief
Financial Officer and will be considering internal and external
candidates.

                         About HealthSouth

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

At September 30, 2009, the Company had $1.754 billion in total
assets against $2.288 billion in total liabilities and $387.4
million of convertible perpetual preferred stock.  At September
30, 2009, the Company had accumulated deficit of $3.756 billion,
healthsouth shareholders' deficit of $1.002 billion,
noncontrolling interests of $80.8 million and total shareholders'
deficit of $921.9 million.


HEALTHSOUTH CORP: Inks Underwriting Deal with JPMorgan, et al.
--------------------------------------------------------------
HealthSouth Corporation and certain of its subsidiaries, as
guarantors, on November 17, 2009, entered into an underwriting
agreement with J.P. Morgan Securities Inc., Barclays Capital Inc.,
and Goldman, Sachs & Co.

The Underwriters have agreed to purchase for resale to the public,
$290 million in aggregate principal amount of the Company's 8.125%
Senior Notes due February 15, 2020, at a public offering price of
98.327% of the principal amount.

     Underwriter                            Principal Amount
     -----------                            ----------------
     J.P. Morgan Securities Inc.                $116,000,000
     Barclays Capital Inc.                        87,000,000
     Goldman, Sachs & Co.                         87,000,000
                                            ----------------
            Total                               $290,000,000

The sale of the Notes is registered pursuant to a Registration
Statement (No. 333-151848) on Form S-3 filed by the Company with
the Securities and Exchange Commission.

The 8.125% Notes are expected to be issued on December 1, 2009.
The Notes will be senior unsecured obligations of the Company and
will be jointly and severally guaranteed on a senior unsecured
basis by all of its existing and future subsidiaries that
guarantee borrowings under the Company's credit agreement and
certain of its outstanding senior notes.

The Company expects to use the net proceeds from this offering,
together with cash on hand, to pay the consideration required in
connection with the Company's tender offer for all of its
outstanding floating rate senior notes due 2014, including any
applicable accrued and unpaid interest on such notes, and redeem
any floating rate senior notes due 2014 that may remain
outstanding following completion of the tender offer, including
the payment of any applicable accrued and unpaid interest on such
notes.

As of September 30, 2009, $329.6 million aggregate principal
amount of the 2014 Notes was outstanding, bearing interest at a
rate of 7.2175% per annum.  While the 2014 Notes mature on
June 15, 2014, the Company has the option to prepay the aggregate
principal amount of the notes, together with any accrued and
unpaid interest on such notes, at any time, in whole or in part,
at a redemption price that is currently 103.00% of their principal
amount.

The 8.125% Notes offering is conditioned upon the acceptance for
purchase by the Company of notes tendered in the tender offer
prior to 5:00 p.m., New York City time, on November 30, 2009, and
the satisfaction of other customary closing conditions.

A full-text copy of the Company's prospectus supplement is
available at no charge at http://ResearchArchives.com/t/s?4a4f

                         About HealthSouth

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

At September 30, 2009, the Company had $1.754 billion in total
assets against $2.288 billion in total liabilities and $387.4
million of convertible perpetual preferred stock.  At September
30, 2009, the Company had accumulated deficit of $3.756 billion,
healthsouth shareholders' deficit of $1.002 billion,
noncontrolling interests of $80.8 million and total shareholders'
deficit of $921.9 million.


HOKU SCIENTIFIC: Posts $1.2 Million Net Loss in Q2 FY2010
---------------------------------------------------------
Hoku Scientific, Inc., has filed its quarterly report on Form 10-Q
for the period ended September 30, 2009.

The Company reported a net loss of $1.2 million for the second
quarter ended September 30, 2009, compared with a net loss of
$1.4 million in the same period in the prior fiscal year.

Revenue was $1.5 million for the three months ended September 30,
2009, compared to $1.9 million for the same period in 2008.
Revenue in both periods was primarily comprised of photovoltaic
system installations and related services.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $278.4 million in total assets, $225.8 million in total
liabilities, and $52.5 million in total shareholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $10.7 million in total current
assets available to pay $67.0 million in total current
liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4a30

                       Going Concern Doubt

The Company has incurred operating losses in recent years and as
of September 30, 2009, has a working capital deficiency.  There
have been delays in securing adequate financing, and the Company
has implemented cost and expense reduction measures and other
programs.  In July 2009, the Company began curtailing construction
at its planned polysilicon production facility in Pocatello,
Idaho.

The Company's ability to continue as a going concern depends on
its ability to raise debt or equity financing, increase revenues
and reduce expenses.  If the Company is unable to raise capital
and manage its liquidity, there is substantial doubt that the
Company will be able to continue as a going concern.  The
inability to continue as a going concern could result in an
orderly wind-down of the Company or other potential forms of
restructuring.

                      About Hoku Scientific

Headquartered in Honolulu, Hawaii, Hoku Scientific, Inc.,
(NASDAQ: HOKU) -- http://www.hokucorp.com/-- is a materials
science company focused on clean energy technologies.  The Company
was incorporated in Hawaii in March 2001, as Pacific Energy Group,
Inc.  In July 2001, the Company changed its name to Hoku
Scientific, Inc.  In December 2004, the Company was reincorporated
in Delaware.

The Company has historically focused its efforts on the design and
development of fuel cell technologies, including its Hoku membrane
electrode assemblies, or MEAs, and Hoku Membranes.  In May 2006,
the Company announced its plans to form an integrated
photovoltaic, or PV, module business, and its plans to manufacture
polysilicon, a primary material used in the manufacture of PV
modules.  In fiscal 2007, the Company reorganized its business
into three business units: Hoku Materials, Hoku Solar and Hoku
Fuel Cells.  In February and March 2007, the Company incorporated
Hoku Materials, Inc. and Hoku Solar, Inc., respectively, as
wholly-owned subsidiaries to operate its polysilicon and solar
businesses, respectively.


HYTHIAM INC: Posts $8.8 Million Net Loss in Q3 2009
---------------------------------------------------
Hythiam, Inc., has disclosed its financial results for the three
and nine months ended September 30, 2009, which include the
consolidated results from Comprehensive Care Corporation through
January 20, 2009, the disposition date.  As a result of the
January 20, 2009 sale, the Company's results treat CompCare as a
discontinued operation.

The Company reported a consolidated net loss of $8.8 million, or
$0.16 per share for the third quarter of 2009.  This compares with
a 2008 third quarter consolidated net loss of $6.3 million, or
$0.11 per share, which includes $141,000 of income from
discontinued operations, or $0.01 per share.  The consolidated net
loss for the nine months ended September 30, 2009, amounted to
$10.7 million, or $0.19 per share, which includes $10.4 million of
income from discontinued operations, or $0.19 per share.  This
compares with a consolidated loss of $31.1 million for the same
period in 2008, or $0.57 per share, which includes a $5.4 million
loss from discontinued operations, or $0.10 per share.

"With the Ford Motor Company agreement and financing completed, we
are focused on concluding deals in the later stages of our
pipeline," said Rick Anderson, Hythiam's President and COO.  "We
expect to finish the implementation of the Ford agreement in the
fourth quarter of 2009, and we expect revenue to begin in the
first quarter of 2010.  In addition, we are carefully managing the
Company's existing resources to achieve critical objectives.  As
part of our sales process, we are gaining traction by offering an
integrated solution to customers who recognize the significant
cost of substance dependence in their populations and the current
fragmented approaches to treatment.  We continue to work toward
securing final agreements with customers in longer sales cycles,
and are also expanding our pipeline," Mr. Anderson concluded.

For the 2009 third quarter, the Company reported revenues of
$268,000 from continuing operations, compared to revenues from
continuing operations of $1.3 million during the comparable period
last year.  The Company said its decision to exit martkets that
were not profitable and make significant reductions in field and
reigonal sales personnel in its licensing operations, the
curtailment of its managed treatment centrer operations and the
shut-down of its international operations have resulted in lower
revenues compared to the prior year.

Loss from continuing operations for the 2009 third quarter was
$8.8 million, or $0.16 per share, versus a loss of $6.4 million,
or $0.12 per share, in the third quarter of 2008.  Included in the
2009 third quarter loss were consolidated non-cash charges for
depreciation, amortization and stock-based compensation expense of
$1.4 million, compared to $3.6 million in non-cash charges in the
same period in 2008.  The loss for the 2009 third quarter also
included a $54,000 loss on the partial extinguishment of debt, a
$25,000 "other-than-temporary" loss on auction-rate securities and
a non-cash charge of $4.8 million from the change in fair value of
the Company's warrant liabilities.  These charges in the 2009
third quarter were partially offset by a $160,000 gain on the sale
of marketable securities.  The loss from continuing operations for
the 2008 third quarter included a non-cash gain of $3.8 million
from the change in fair value of the Company's warrant
liabilities.

For the nine months ended September 30, 2009, revenues for
continuing operations were $1.3 million, compared to revenues of
$5.3 million in the same period in 2008.  Net loss from continuing
operations for nine months ended September 30, 2009, was
$21.2 million, or $0.38 per share, compared to a net loss of
$25.6 million, or $0.47 per share, for the nine months ended
September 30, 2008.  The net loss for the nine months ended
September 30, 2009, included non-cash charges for depreciation,
amortization and stock-based compensation expenses of
$5.2 million, compared to $9.0 million for similar expenses in the
same period in 2008.  The net loss for the nine months ended
September 30, 2009, also included impairment charges of
$1.1 million related to property, equipment and intangible assets,
a $330,000 loss on partial extinguishment of debt and $185,000 of
impairment charges related to "other-than-temporary" losses on
auction rate securities and a non-cash charge of $4.7 million from
the change in fair value of the Company's warrant liabilities.
The loss from continuing operations for the same period in 2008
included a non-cash gain of $4.7 million from the change in fair
value of the Company's warrant liabilities.

As of September 30, 2009, the Company had consolidated cash, cash
equivalents, and marketable securities of approximately
$7.1 million, excluding auction rate securities of $9.2 million.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $20.8 million in total assets and $21.2 million in total
liabilities, resulting in a $414,000 shareholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4a2f

                       Going Concern Doubt

At September 30, 2009, cash and cash equivalents amounted to
$7.1 million and the Company had working capital of approximately
$1.9 million.  Working capital includes $9.2 million of auction-
rate securities that are currently illiquid.  The Company has
incurred significant operating losses and negative cash flows from
operations since inception.  During the three and nine months
ended September 30, 2009, cash and cash equivalents used in
operating activities amounted to $2.6 million and $12.0 million,
respectively.  The Company expects to continue to incur negative
cash flows and net losses for at least the next twelve months.
The Company believes that as of September 30, 2009, these
conditions raise substantial doubt as to its ability to continue
as a going concern.

                        About Hythiam Inc.

Headquartered in Los Angeles, Hythiam, Inc. (NASDAQ: HYTM) --
http://www.hythiam.com/-- provides, through its Catasys(TM)
offering, behavioral health management services to health plans,
employers and unions through a network of licensed and company
managed healthcare providers.  The Catasys substance dependence
program is built around medical and psychosocial interventions,
including the patented PROMETA(R) Treatment Program for alcoholism
and stimulant dependence.  The PROMETA Treatment Program, which
integrates behavioral, nutritional, and medical components, is
also available on a private-pay basis through licensed treatment
providers and company managed treatment centers.


IDEARC INC: Unit Inks Outsourcing Deal with Tata American
---------------------------------------------------------
Idearc Media Services - West Inc., a subsidiary of Idearc Inc., on
October 30, 2009, entered into a Master Outsourcing Services
Agreement with Tata American International Corporation and TATA
Consultancy Services Limited.  TATA will provide internal
publishing and production functions to Idearc West to achieve
significant long-term operational cost savings, variable costs,
and increased flexibility to adapt to changing technology and
business needs.  Idearc West will pay to TATA roughly
$55.6 million in fees for services provided pursuant to the
Agreement for a term of five years.

Idearc West has the right to terminate the Agreement for
convenience (must pay a termination fee) or upon a change in
control.  Idearc West may also terminate the Agreement for cause.
TATA may terminate the Agreement due to non-payment.  Upon any
termination, TATA is required to provide up to 15 months of
termination assistance services.  In addition, Idearc West may
extend the Agreement's initial five year term for up to two
additional one-year periods.  Pricing terms in any extension
period will be renegotiated by the parties.

Prior to executing the Agreement, Idearc West and TATA had an
existing information technology relationship.

At September 30, 2009, the Company's consolidated balance sheets
showed $1.927 million in total assets and $10.325 billion in total
liabilities, resulting in a $8.398 billion total shareholders'
deficit.

                 Update on Chapter 11 Bankruptcy

As reported by the TCR on September 11, 2009, the U.S. Bankruptcy
Court for the Northern District of Texas, Dallas Division, has
approved the disclosure statement filed in connection with
Idearc's proposed first amended joint plan of reorganization and
has authorized Idearc to begin the process for soliciting approval
from eligible creditors for the Plan.  With these developments,
Idearc is positioned to emerge from Chapter 11 protection before
year end.

The hearing at which the Bankruptcy Court will consider
confirmation of the Plan is scheduled to commence on December 9,
2009.

Idearc expects to emerge from its reorganization process with an
appropriate capital structure to support its future strategic
business plans and objectives.  Under the Plan, the Company's
total debt will be reduced from roughly $9 billion to roughly
$2.75 billion of secured bank debt, with the remainder of the
Company's current bank debt and bonds converted to new equity.
Upon emergence from Chapter 11, the Company will have a cash
balance of roughly $150 million.

Upon confirmation of the Plan, 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: Amends Credit Facility with Wachovia Canada, EDC
-----------------------------------------------------------
IMAX Corporation on November 16, 2009, amended and restated the
terms of its existing senior secured credit facility, which had
been scheduled to mature on October 31, 2010.  The amended and
restated facility, with a scheduled maturity of October 31, 2013,
has a maximum borrowing capacity of $75 million, consisting of
revolving loans of up to $40 million, subject to a borrowing base
calculation and including a sublimit of $20 million for letters of
credit, and a term loan of $35 million.  Certain of the Company's
subsidiaries will serve as guarantors of the Company's obligations
under the New Credit Facility.  The New Credit Facility is
collateralized by a first priority security interest in all of the
present and future assets of the Company and the Guarantors.

The terms of the New Credit Facility are set forth in the Amended
and Restated Credit Agreement, dated November 16, 2009, among the
Company, Wachovia Capital Finance Corporation (Canada), as agent,
lender, sole lead arranger and sole bookrunner, and Export
Development Canada, as lender and in various collateral and
security documents entered into by the Company and the Guarantors.
Each of the Guarantors has also entered into a guarantee in
respect of the Company's obligations under the New Credit
Facility.

The revolving portion of the New Credit Facility permits maximum
aggregate borrowings equal to the lesser of:

     (i) $40.0 million, and

    (ii) a collateral calculation based on the percentages of the
         book values of the Company's net investment in sales-type
         leases, financing receivables, certain trade accounts
         receivable, finished goods inventory allocated to backlog
         contracts and the appraised values of the expected future
         cash flows related to operating leases and the Company's
         owned real property, reduced by certain accruals and
         accounts payable and subject to other conditions,
         limitations and reserve right requirements.

On November 17, 2009, the Company borrowed $35 million from the
term loan portion of the New Credit Facility.  Also on
November 17, 2009, the Company repaid $20 million in outstanding
indebtedness under the revolving portion of the New Credit
Facility which had been carried over from the Prior Credit
Facility.

The revolving portion of the New Credit Facility bears interest,
at the Company's option, at either (i) LIBOR plus a margin of
2.75% per annum, or (ii) Wachovia's prime rate plus a margin of
1.25% per annum.  The term loan portion of the New Credit Facility
bears interest, at the Company's option, at either (i) LIBOR plus
a margin of 3.75% per annum, or (ii) Wachovia's prime rate plus a
margin of 2.25% per annum.

The New Credit Facility provides that so long as the term loan
remains outstanding, the Company will be required to maintain: (i)
a ratio of funded debt to EBITDA of not more than 2:1 through
December 31, 2010, and (ii) a ratio of funded debt to EBITDA of
not more than 1.75:1 thereafter.  If the Company repays the term
loan in full, it will remain subject to such ratio requirements
only if Excess Availability is less than $10.0 million or Cash and
Excess Availability is less than $15.0 million.  The Company will
also be required to maintain a Fixed Charge Coverage Ratio of not
less than 1.1:1.0; provided, however, that if the Company will
have repaid the term loan in full, it will remain subject to such
ratio requirement only if Excess Availability is less than
$10.0 million or Cash and Excess Availability is less than
$15.0 million.  At all times under the terms of the New Credit
Facility, the Company is required to maintain minimum Excess
Availability of not less than $5.0 million and minimum Cash and
Excess Availability of not less than $15.0 million.

The New Credit Facility contains typical affirmative and negative
covenants, including covenants that limit or restrict the ability
of the Company and the guarantors to: incur certain additional
indebtedness; make certain loans, investments or guarantees; pay
dividends; make certain asset sales; incur certain liens or other
encumbrances; conduct certain transactions with affiliates and
enter into certain corporate transactions.

The New Credit Facility also contains customary events of default,
including upon an acquisition or change of control or upon a
change in the business and assets of the Company or a Guarantor
that in each case is reasonably expected to have a material
adverse effect on the Company or a guarantor.  If an event of
default occurs and is continuing under the New Credit Facility,
the Lenders may, among other things, terminate their commitments
and require immediate repayment of all amounts owed by the
Company.

                      About IMAX Corporation

Mississauga, Ontario-based IMAX Corporation (NASDAQ:IMAX; TSX:IMX)
is one of the world's leading entertainment technology companies,
specializing in immersive motion picture technologies.  The
worldwide IMAX network is among the most important and successful
theatrical distribution platforms for major event Hollywood films
around the globe, with IMAX theatres delivering the world's best
cinematic presentations using proprietary IMAX, IMAX(R) 3D, and
IMAX DMR(R) technology.  IMAX DMR is the Company's groundbreaking
digital re-mastering technology that allows it to digitally
transform virtually any conventional motion picture into the
unparalleled image and sound quality of The IMAX ExperienceO.  The
IMAX brand is recognized throughout the world for extraordinary
and immersive entertainment experiences for consumers.  As of June
30, 2009, there were 394 IMAX theatres (273 commercial, 121
institutional) operating in 44 countries.

At September 30, 2009, the Company had $308,965,000 in total
assets against $268,730,000 in total liabilities.  As of June 30,
2009, the Company had $270,400,000 in total assets and
$288,500,000 in total liabilities, resulting in $18,100,000 in
stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on November 23, 2009,
Standard & Poor's Ratings Services raised its ratings on IMAX
Corp.  S&P raised its corporate credit rating on the company to
'B-' from 'CCC+'.  The rating outlook is stable.


IMPERIAL INDUSTRIAL: Receives NASDAQ Listing Deficiency Notice
--------------------------------------------------------------
Imperial Industries, Inc., has received a NASDAQ Staff Deficiency
letter indicating that the Company has failed to comply with
Listing Rule 5550(b)(1), which requires the Company to have a
minimum of $2,500,000 in stockholders' equity, or $35,000,000
market value of listed securities, or $500,000 of net income from
continuing operations for the most recently completed fiscal year,
or two of the three most recently completed fiscal years, for
continued listing on the NASDAQ Capital Market.

The Company has until December 3, 2009, to submit to NASDAQ Staff
a plan to achieve and sustain compliance with the NASDAQ Capital
Market listing requirements.  The Company is attempting to develop
a plan to submit to NASDAQ within the timeframe required.  There
can be no assurance that NASDAQ will accept the plan or if
accepted, whether the Company will be able to achieve compliance
thereafter.  If the plan is not accepted, NASDAQ will provide
written notification that the Company's common stock will be
delisted.  At that time, the Company may either accept the
determination and be delisted or appeal to a NASDAQ Listing
Qualifications Panel.

Imperial Industries, Inc. -- http://www.imperialindustries.com/--
is a building products company, sells products primarily in the
State of Florida and to a certain extent the rest of the
Southeastern United States with facilities in the State of
Florida.  The Company is engaged in the manufacturing and
distribution of stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.


INTEGRA TELECOM: S&P Reassigns 'CCC+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it reassigned a 'CCC+'
corporate credit rating to Portland, Oregon-based competitive
local exchange carrier Integra Telecom Inc.  S&P also upgraded the
first-lien bank loan issue rating at intermediate holding company
Integra Telecom Holdings Inc. to 'CCC+' from 'CC'.  The recovery
rating remains a '4', indicating prospects for average (30%-50%)
recovery in the event of a payment default.  The outlook is
developing.

S&P also removed the first-lien bank loan issue rating from Credit
Watch, where it had been placed with implications revised to
positive on Nov. 20, 2009, following the company's announced
completion of its out-of-court re-capitalization.

In addition, S&P withdrew the 'D' issue and '6' recovery ratings
on the second-lien debt at Integra Telecom Holdings and paid-in-
kind debt at Integra, which have been converted to equity.

"Even with the debt reduction associated with Integra's recently
completed recapitalization, covenant compliance remains a
significant concern," said Standard & Poor's credit analyst
Catherine Cosentino.  It may be difficult for the company to meet
the financial maintenance covenants under the amended bank loan,
which will require a maximum total leverage of no more than 4.25x
and a maximum senior leverage of no more than 3.25x through 2009.
"While this leverage requirement actually becomes less restrictive
in 2010 to accommodate potential EBITDA deterioration," added Ms.
Cosentino, "the covenant cushion will remain tight and execution
missteps or accelerated churn could contribute to another covenant
violation, despite the re-capitalization."


INTERNATIONAL RECTIFIER: S&P Cuts Corp. Credit Rating to 'B+'
-------------------------------------------------------------
International Rectifier remains largely committed to supporting
its sales efforts, even though product revenues have declined by
about 25% over the past year.

Despite a broad-based recovery in the semiconductor industry and
resolution of legal disputes, IR continues to generate weak
profitability.

S&P is lowering its corporate credit rating to 'B+' from 'BB-'.

The outlook is stable, reflecting ample liquidity to absorb
potential negative cash flows and weak earnings during this
investment phase of the company's business cycle.


JER INVESTORS: Posts $34.2 Million net Loss in Q3 2009
------------------------------------------------------
JER Investors Trust Inc. has reported its results of operations
for the fiscal quarter ended September 30, 2009.

Net loss was $34.2 million, or $(5.88) per diluted share, during
the three months ended September 30, 2009 compared to net loss of
$34.9 million, or $(13.53) per diluted share, during the three
months ended September 30, 2008.

Total revenues were $13.6 million during the three months ended
September 30, 2009, compared with total revenues of $27.9 million
during the three months ended September 30, 2008.

During the three months ended September 30, 2009, and 2008, the
Company recorded other than temporary non-cash impairment charges
related to its CMBS investments of $2.7 million and $29.8 million,
respectively.  The other than temporary impairment charges include
$2.7 million and $29.8 million, respectively, related to declines
in the projected net present value of future cash flows.

                          Balance Sheet

At September 30,2009, the Company's consolidated balance sheets
showed $234.2 million in total assets and $246.7 million in total
liabilities, resulting in a $2.5 million shareholders' deficit.

As of December 31, 2008, total assets were approximately
$434.8 million.  The $200.6 million decline in total assets was
primarily due to declines in fair value of the Company's CMBS and
real estate loan investments primarily due to continued credit
spread widening and increased loss assumptions.

At December 31, 2008, total liabilities were approximately
$388.4 million.  The $141.7 million decrease in total liabilities
was primarily driven by the declines in the fair value of the
Company's CDO notes payable and principal repayments, which
reduced the carrying amount of such notes payable by $94.2 million
from $211.7 million at December 31, 2008, to $117.5 million at
September 30, 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4a40

                       Going Concern Doubt

As a result of the current level of available cash, the
redirection of cash flow from CDO II, declines in cash flow from
the Company's non-CDO CMBS investments, and from its retained
preferred shares in CDO I and the December 2009 maturity of the
the Company' JPMorgan repurchase agreement facility, and unfunded
capital commitments related to the Company's investment in the US
Debt Fund, there is substantial doubt about the Company's ability
to continue as a going concern.

The Company said that as of September 30, 2009, it was not in
compliance with the tangible net worth covenants on the JPMorgan
repurchase agreement.  In addition, the repurchase agreement
facility matures on December 22, 2009, and at this time, the
Company believes it is unlikely the facility will be extended or
renewed at maturity.  As a result, the Company is currently
seeking a replacement source of financing, or if unable to
refinance, will need to liquidate the CMBS collateral that is
security for the facility.

Should its repurchase agreement lender demand immediate repayment
of all of ots obligations, the Company said it will likely be
unable to pay such obligations absent asset sales.  In such event,
the Company says it may have to recapitalize, refinance its
obligations, sell some or all of its assets at prices below
current estimated fair value or seek to liquidate or reorganize
under Chapter 7 or Chapter 11, respectively, of the United States
Bankruptcy Code.

                       About JER Investors

Based in McLean, Va., JER Investors Trust Inc. (OTC BB: JERT.OB) -
- http://www.jer.com/-- is a specialty finance company that
invests in commercial real estate structured finance products.
The Company's target investments include commercial mortgage
backed securities, mezzanine loans and B-Note participations in
mortgage loans, commercial mortgage loans and net leased real
estate investments.  JER Investors Trust Inc. is organized and
conducts its operations so as to qualify as a real estate
investment trust for federal income tax purposes.


KRONOS INT'L: Posts $3 Million Net Income for Sept. 30 Quarter
--------------------------------------------------------------
Kronos International, Inc. and subsidiaries posted net income of
$3.0 million for the three months ended September 30, 2009, from
net income of $1.7 million for the same period a year ago.  Kronos
posted a net loss of $47.2 million for the nine months ended
September 30, 2009, from net income of $18.4 million for the same
period a year ago.

Net sales for the three months ended September 30, 2009, were
$224.6 million from $249.7 for the same period a year ago.  Net
sales for the nine months ended September 30, 2009, were
$592.9 million from $780.8 for the same period a year ago.

At September 30, 2009, the Company had $1.038 billion in total
assets against $169.0 in total current liabilities and $768.8 in
total non-current liabilities.  At September 30, 2009, the Company
had $1.472 billion in retained deficit and $100.4 million in
stockholders' equity.

At September 30, 2009, the Company's consolidated debt was
comprised of:

     -- EUR400 million principal amount of its 6.5% Senior Secured
        Notes ($582.2 million) due in 2013;

     -- EUR18.0 million ($26.3 million) under its revolving credit
        facility which matures in May 2011; and

     -- Approximately $6.9 million of other indebtedness.

The revolving credit facility requires the borrowers to maintain
minimum levels of equity, requires the maintenance of certain
financial ratios, limits dividends and additional indebtedness and
contains other provisions and restrictive covenants customary in
lending transactions of this type.  In this regard, in the first
half of 2009 the Company reduced its production levels in response
to the current economic environment, which has favorably impacted
its liquidity and cash flows by reducing inventory levels.  The
reduced capacity utilization levels negatively impacted the
Company's 2009 results of operations due to the resulting
unabsorbed fixed production costs that are charged to expense as
incurred.  Furthermore, lower sales negatively impacted the
Company's results of operations in the first half of 2009.  As a
result, the Company did not expect to maintain compliance under
its revolving credit facility with the required financial ratio of
the borrowers' net secured debt to earnings before income taxes,
interest and depreciation, as defined in the credit facility, for
the 12-month period ending March 31, 2009.  Beginning on March 20,
2009, the lenders associated with the revolving credit facility
agreed to a series of waivers for compliance with such required
financial ratio.  On September 15, 2009, the Company and the
lenders entered into a Fourth Amendment to the credit facility.
The Company said it is in compliance with all of its debt
covenants at September 30, 2009.

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?4a42

Meanwhile, on November 6 and 20, the Company filed amendments to
its Annual Report on Form 10-K for the year ended December 31,
2008, with the Securities and Exchange Commission to correct
certain typographical errors.

                    About Kronos International

Kronos International, Inc., produces and markets TiO2 pigments in
Europe, and is a wholly owned subsidiary of Kronos Worldwide,
Inc., headquartered in Dallas, Texas.

                           *     *     *

As reported by the Troubled Company Reporter on October 30, 2009,
Moody's Investors Service raised Kronos International's Corporate
Family Rating to Caa1 from Caa3 and the rating on the
EUR400 million senior secured notes due 2013 to Caa2 from Ca.  The
upgrade reflects KII's improved liquidity profile and a modest
recovery in titanium dioxide (TiO2) market conditions.  The rating
outlook was moved to stable.


LEHMAN BROTHERS: PwC to Return $11-Bil. With Claims Deal
--------------------------------------------------------
The joint administrators of Lehman Brothers International (Europe)
are to imminently issue a formal proposal to all LBIE clients
under which clients can recover assets held in LBIE's custody.  To
date all clients wishing to recover their assets from LBIE have
been required to post collateral and indemnify LBIE in case of
wrongful return.

Steven Pearson, Tony Lomas, Dan Schwarzmann and Mike Jervis,
partners at PricewaterhouseCoopers LLP, and appointed as joint
administrators to LBIE, say that the proposal, formally called the
'Claim Resolution Agreement', is to be sent to affected clients on
November 24 and provides that clients will get their Trust Assets
returned and positions closed out without the need to either post
further collateral or to indemnify LBIE. The Administrators intend
to implement the arrangement if 90% or more of affected clients
support it.

Mr. Pearson said, "This agreement has been negotiated over the
last 6 months and will now allow us to return a further $11bn or
so of Trust Assets to their rightful owners.  The Administrators
have worked closely with the creditors' committee in developing
the Claim Resolution Agreement and have the unanimous support of
the creditors' committee.  To benefit from these arrangements it
is essential that affected clients take the time to understand the
proposals and positively confirm their support"

The Administrators are planning to allow affected clients until 29
December 2009 to confirm their support for the proposals. An
application is to be made over coming days to the High Court to
set a bar date for claims to Trust Assets by the end of February
2010, hopefully allowing a significant return of assets before the
end of the first quarter of 2010.

Mr. Pearson added, "The Claim Resolution Agreement was developed
rapidly after the adverse decision of the High Court on the
proposed scheme of arrangement.  If clients support this revised
approach they will get their assets back within the original
timescales we initially targeted under the scheme. Importantly, we
have incorporated a framework to deal with the assets held by the
US affiliate, Lehman Brothers, Inc ('LBI'), which ensures that as
sums are recovered by LBIE from LBI they can be promptly passed to
clients.

"With the Court being unwilling to allow a Scheme of Arrangement
to proceed, if this proposal fails it is likely that it could take
years to ultimately return all client assets. I am appealing to
all affected clients to give their support to these proposals. "
The client Trust Assets are analysed as follows:

    * Approximately $35.0 billion of client assets were held by
      LBIE at September 15, 2008 (15/09/08 value).

    * To date $13.3 billion have been returned (15/09/08 value)

    * $11.4 billion of securities and cash (including proceeds of
      redemptions, coupons and dividends post-administration of
      $2 billion) have been recovered by LBIE from various third
      parties and are available to return (30/09/09 value).
      Third party custodians are still holding $0.3 billion.
      (30/09/09 value).

    * $7.2 billion of cash and assets are held by the affiliates
      Lehman Brothers, Inc., Lehman Brothers Japan and Lehman
      Brothers Hong Kong. (15/09/08 value).  LBIE is in detailed
      and ongoing negotiations with these parties regarding the
      release of these assets.

    * The balance of $4.8 billion represents the change in value
      of the securities since September 2008.

                       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: Deal Lifting Stay to Allow UBS, Wachovia
---------------------------------------------------------
In March 2009, the Court issued an order authorizing the Debtors
to grant first priority liens to third parties in cash,
securities, and other collateral posted in connection with
hedging transactions the Debtors enter into for the purpose of
reducing the risk associated with the market fluctuations that
could cause the value in certain prepetition derivative contracts
to deteriorate.

Lehman Brothers Special Financing Inc. has negotiated an ISDA
master agreement with UBS AG pursuant to which Hedging
Transactions will occur from time to time.  LBSF has agreed to
post Collateral with UBS under the Agreement.

UBS has requested that the automatic stay be modified, to the
extent necessary, for the limited purpose of permitting UBS to
exercise certain rights under the ISDA Agreement.

In light of UBS' request, LBSF and UBS ask the Court to approve a
stipulation agreeing to modify the Automatic Stay for the limited
purpose of permitting UBS to exercise its rights under the
Agreement and with respect to the Collateral posted in connection
with the Agreement.  UBS' right include, without limitation, if
an "Event of Default" with respect to LBSF has occurred and is
continuing or UBS otherwise has the contractual right under the
Agreement to designate an early termination date under the ISDA
Agreement, then, in each such case, the right to terminate the
Agreement, liquidate all transactions under the Agreement, and
foreclose upon Collateral posted in connection with the Agreement
and to offset or net out any termination value, payment amount,
or other transfer obligations owing or due to or from LBSF and
UBS solely with respect to transactions that were executed
between the Parties after the Petition Date.

                          Wachovia Rights

The Debtors and Wachovia Bank, National Association, entered into
a Court-approved stipulation modifying the automatic stay for the
limited purpose of permitting Wachovia to exercise its rights
under an ISDA master agreement it negotiated with Debtor Lehman
Brothers Special Financing, Inc., and with respect to the
Collateral posted in connection with the Agreement.  Wachovia's
right, include, without limitation, if an "Event of Default" with
respect to LBSF has occurred and is continuing or Wachovia
otherwise has the contractual right under the Agreement to
designate an early termination date, then, in each case, the
right to terminate the Agreement, liquidate all transactions, and
foreclose upon Collateral posted in connection with the Agreement
and to offset or net out any termination value or other transfer
obligations owing to or from LBSF and Wachovia solely with
respect to transactions that were executed between the parties
after the Petition Date.

                       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: Deal With BNY Regarding Collateral Turnover
------------------------------------------------------------
Prior to the Petition Date, Lehman Brothers Holdings Inc. and The
Bank of New York Mellon entered into a collateral deposit
agreement, dated September 11, 2008, pursuant to which LBHI
deposited $170,000,000 with BNYM to collateralize certain
obligations related to paying agency and other clearing services
provided by BNYM.  The Deposit was funded entirely by LBHI and
has not been called upon or applied to satisfy any obligations by
BNYM.

LBHI, Lehman Brothers Special Financing Inc., and BNYM agree that
(i) between September 11, 2008, and August 31, 2009, interest has
accrued on the Deposit in the amount of $1,756,492, and (ii) BNYM
is entitled to deduct reasonable fees in the amount of $306,641
from the Deposit pursuant to the terms of the Collateral Deposit
Agreement.

On April 16, 2009, and April 20, 2009, BNYM erroneously wired
three payments totaling $71,305,890 to LBSF at JP Morgan Chase
account 066-143543.  BNYM informed the Debtors that the Transfers
were made in error and has requested a return of the Misdirected
Funds.

Following receipt from BNYM of information concerning the
Transfers, the Deposit, and the Bank Fees, and having conducted
an internal review and investigation, the Debtors have determined
that the Bank Fees are reasonable and appropriate and that the
Misdirected Funds should be returned to BNYM.

Accordingly, the Parties agree that (i) LBHI is entitled to
receive from BNYM $171,449,110 plus additional accrued interest
from September 1, 2009 through the date of payment pursuant to
the terms of this Stipulation and Agreed Order, and (ii) BNYM is
entitled to return of the Misdirected Funds without interest.

The parties also agree that automatic stay is modified solely for
the limited purpose of allowing BNYM to set off the Bank Fees
against the Deposit.

BNYM will transfer the Deposit Funds to the Debtors' bank account
maintained by Citibank.  LBSF will transfer the Misdirected Funds
to an account owned by BNYM.

Upon receipt of the Deposit Funds by LBHI and the Misdirected
Funds by BNYM, the parties agree to release and discharge all
claims against each other solely with respect to the Collateral
Deposit Agreement, the Deposit Funds, the Misdirected Funds, and
the Transfers, including, without limitation, any claim for
interest, costs, or expenses.

Each Party agrees to pay its own costs and expenses, including
legal fees, incurred in connection with the negotiation,
execution, and delivery of this Stipulation and Agreed Order and
the consummation of the transactions.

                       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: Mich. Housing Agency Sues for Funds Return
-----------------------------------------------------------
Michigan State Housing Development Authority filed an adversary
proceeding against Lehman Brothers Derivative Products, Inc.,
Lehman Brothers Special Financing, Inc., and Lehman Brothers
Holdings, Inc., seeking the return of approximately $2,390,915 in
funds wrongfully retained by LBDP.

MSHDA and LBDP entered into an ISDA Master Agreement on May 10,
2000.  On September 16, 2008, LBDP assigned its rights, duties,
and obligations under the Master Agreement to its affiliate,
LBSF.

On or about November 28, 2008, LBDP sent MSHDA's bond trustee, US
Bank, debt service invoices relative to the Master Agreement.
Even though MSHDA did not owe a payment, USB transferred
$2,390,915 of MSHDA's funds to LBDP on or about December 1, 2008.
The transfer of funds, according to MSHDA, was in error.

MSHDA has demanded that either LBDP or LBSF return its funds, but
both entities have refused.  Neither LBDP nor LBSF has any right
-- legal or equitable -- to retain MSHDA's $2,390,915 in funds
because of a bond trustee's error, Michael A. Cox, Esq., Attorney
General for the State of Michigan, asserts.

                       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: Pact Amending Certificates Ownership
-----------------------------------------------------
Lehman Brothers Inc. sold Series A Investor Certificates of the
Maryland Trust 2006-I to certain funds on October 24, 2006.  The
Funds are:

  * BlackRock Income Opportunity Trust
  * BlackRock Total Return Portfolio II of BlackRock Funds II
  * Master Total Return Portfolio of Master Bond LLC
  * BlackRock Fixed Income Global Opportunities Master Unit
    Trust

As a result of the Funds' purchase of the Series A Certificates,
the Funds claim all of LBI's right, title, and interest in the
Series A Certificates and any proceeds, including all
distributions payable under the Trust's Amended and Restated
Trust Agreement, dated June 9, 2006, and all economic and legal
ownership or benefit resulting from the Series A Certificates.

After purchasing the Series A Certificates from LBI, the Funds
attempted to register the Series A Certificates in nominee name
with the Trust's certificate registrar pursuant to the Trust
Agreement, but the Registrar did not register the Series A
Certificates as requested and continued to record them as being
held in the name of LBI.

Pursuant to a Second Amended and Restated Trust Agreement, the
Registrar has agreed to amend the Trust to effect certain changes
to the voting rights of the holders of the Series A Certificates
and to allow for the issuance of Investor-Designated Non-Voting
Series A Investor Certificates in place of certain Series A
Certificates.

In order to implement the Amendment, it is necessary to obtain
the written consent of LBI inasmuch as the Series A Certificates
continue to be held in the name of LBI.

Accordingly, LBI and the Funds entered into a Court-approved
stipulation agreeing that the Series A Certificates are now the
property of the Funds and do not constitute property of the LBI
estate under Section 541 of the Bankruptcy Code.

The Trustee appointed under SIPA to administer LBI's estate, on
behalf of LBI, will provide written consent to the Funds inasmuch
as is required for the Registrar to implement the Amendment to
effect certain changes to the voting rights of the holders of the
Series A Certificates and to allow for the issuance of Investor-
Designated Non-Voting Series A Investor Certificates in place of
certain Series A Certificates.

Subsequent to the Trustee's execution of the Amendment, the
Registrar will promptly update its books and records to reflect
that each Fund owns the Certificates and the Trustee, on behalf
of LBI, will assist the Funds in correcting the Registrar's books
and records to properly reflect each of the Fund's ownership of
the Certificates.

The Trustee, on behalf of LBI, will promptly notify the Funds of
any correspondence or any communication received by from the
Trust or any of its agents relating to the Certificates, until
the time as the Registrar reflects that the Certificates are
properly held in the name of the Funds.

                       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: Lehman Re Stays in Provisional Liquidators' Hands
------------------------------------------------------------------
Bermuda Supreme Court Judge Ian Kawaley has determined that Lehman
Re Limited will stay in the hands of provisional liquidators until
a hearing scheduled for the middle of next year, Alex Wright at
The Royal Gazette reports.

According to the report, Robin Mayor, representing the provisional
liquidators Peter Mitchell and Geoff Hunter, who were appointed in
September, asked Judge Kawaley to adjourn the case until May 21,
2010, while waiting for the conclusion of an ongoing directions
hearing concerning a particular asset of the estate, and on the
condition that the provisional liquidators file a report every two
months to the court and the Lehman Re's creditors.

Lehman Re Ltd. is a Bermuda-based insurance unit of Lehman
Brothers Holdings Inc.  Lehman Re's petition for liquidation was
filed with the Supreme Court of Bermuda on September 23, 2008.

                        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
dollars 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 its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEON JAY KLEIN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Leon Jay Klein
                 aka Lee Klein
               Stacy Ellen Klein
               10855 E. Gold Dust
               Scottsdale, AZ 85250

Bankruptcy Case No.: 09-30142

Chapter 11 Petition Date: November 23, 2009

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

Judge: Charles G. Case II

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

A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/azb09-30142.pdf

The petition was signed by the Joint Debtors.


LEWIS EQUIPMENT: Judge Refuses to Bar Suits Against Kyle Lewis
--------------------------------------------------------------
U.S. Bankruptcy Judge Russell F. Nelms has denied a request by
Lewis Equipment Co. to stop lawsuits against its principal, Kyle
Lewis.

The Chapter 11 filing has stayed lawsuits against the Company but
not its officers.

According to Bloomberg, Kyle Lewis guaranteed company debt owing
to more than a dozen secured lenders.  The Company wanted the
suits halted for at least six months, so Mr. Lewis can devote his
full attention to running and reorganizing the business.  Kyle
Lewis, according to court papers, received "millions of dollars in
prepetition transfers" from the company. If the guarantee suits
aren't halted, the Company will be forced to sue its own chief
executive.  The Company wants Kyle Lewis's personal assets
preserved so a recovery from him can go first to the Company for
the benefit of all creditors.

According to Bill Rochelle at Bloomberg, Judge Nelms denied the
motion largely on public policy grounds, having heard evidence
showing that Mr. Lewis withdrew $2.9 million from the business in
the year before bankruptcy, attorney John D. Penn said in an
interview.

The report relates that the judge also learned that Lewis' rolling
stock includes a Corvette, a BMW, a motorcycle, a 1969 Z-28 and a
Lamborghini, according John D. Penn, counsel for American Bank of
Texas.
Mr. Penn, a partner with Haynes & Boone LLP in Fort Worth, said
that Nelms would reconsider stopping lawsuits against Lewis
individually if the company has a reorganization plan on file
that Mr. Lewis committed to fund.

An examiner was appointed to investigate whether the Dallas-based
company improperly dealt with secured lenders' collateral. The
lenders requesting the examiner were Fifth Third Bank and Wachovia
Financial Services Inc.

Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates
a construction business.  The Company and its affiliates filed for
Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785
to 09-45814).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$100,000,001 to $500,000,000.


LODGIAN INC: Sends Crowne Plaza to Receiver
-------------------------------------------
Lodgian, Inc., said in a regulatory filing that it has given up
its Crowne Plaza in Worcester, Massachusetts, to a court-appointed
receiver, which will be operating the hotel on behalf of its
lender, Wells Fargo.

Lodgian previously disclosed it is in default on $16.3 million of
its mortgage indebtedness secured by the Crowne Plaza in
Worcester, Massachusetts.  In addition, the Company has previously
disclosed that on a trailing 12 month basis, cash flow from the
Worcester Property was not sufficient to service the debt on the
property, and as a result, the Company did not make required
payments on the Indebtedness and intends to convey the Worcester
Property to the Lender in full satisfaction of the Indebtedness.

On November 19, 2009, the Worcester Property was transferred to a
receiver appointed pursuant to a court order approved by the
United States District Court for the District of Massachusetts.
Under the court order, the receiver, David Buddemeyer of Driftwood
Hospitality Management, LLC, took exclusive possession of the
Worcester Property and is holding, operating, managing and
maintaining the Worcester Property on behalf of Wells Fargo Bank,
N.A., as trustee for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-through
Certificates, Series 2006-C25.  The receivership was approved
pursuant to a petition filed by the Lender for the appointment of
a receiver after the Company did not cure its previously disclosed
default.

The Indebtedness is non-recourse, except in certain limited
circumstances, which the Company believes are remote, and is not
cross-collateralized with any other mortgage debt.  The Company
classified the Indebtedness as current in its Condensed
Consolidated Balance Sheet as of September 30, 2009.

A document showing the latest pro forma financial information of
the Company is available at http://researcharchives.com/t/s?4a55

                        About Lodgian Inc.

Lodgian, Inc. is an independent owner and operator of full-service
hotels in the United States. The Company operates substantially
all of its hotels under brands, such as Crowne Plaza, Four Points
by Sheraton, Hilton, Holiday Inn, Marriott and Wyndham. As of
March 1, 2009, Lodgian operated 41 hotels with an aggregate of
7,578 rooms, located in 23 states and Canada. Of the 41 hotels, 35
hotels, with an aggregate of 6,655 rooms, are held for use, while
6 hotels, with an aggregate of 923 rooms, are held for sale. Its
portfolio of hotels consists of 40 hotels that the Company wholly
owns and operates through subsidiaries, and one hotel that it
operates in a joint venture in the form of a limited partnership,
in which a Lodgian subsidiary serves as the general partner, has a
51% voting interest and exercises significant contr

Lodgian had total assets of $478.39 million against total debts of
$342.6 million as of Sept. 30, 2009.

Lodgian incurred a loss from continuing operations of
$48.04 million on total revenues of $153.96 million for the nine
months ended Sept. 30, 2009


LYONDELL CHEMICAL: Reliance Should Bid Below $12BB, Analysts Say
----------------------------------------------------------------
Various analysts say that India-based Reliance Industries Ltd.
would benefit from a combination with LyondellBasell Industries if
it buys the Rotterdam-based chemical co. for less than $12
billion.

Reliance has submitted a preliminary offer to pay an undisclosed
amount of cash to buy a controlling stake in LyondellBasell, which
currently is in Chapter 11 protection in the U.S.

Reliance's bid for bankrupt LyondellBasell will be "positive" if
India's largest company pays less than $12 billion, brokerage CLSA
Asia-Pacific Markets said, according to a report by Bloomberg
News.  "Any acquisition in the range of $11 to $12 billion could
be funded with just one year of internal accrual," said Amit
Rustagi, a Mumbai-based analyst at Antique Stock Broking. Reliance
will receive as much as $12 billion in "free cash flow" annually
as its biggest gas field reaches full output next year, he said.
Free cash flow is operating cash flow minus capital spending.

According to Bloomberg, the two companies' combined revenue of
$80 billion would outsize Dow Chemical Co., the largest U.S.
chemical company, and BASF SE. Reliance would gain access to the
U.S. fuel market, the world?s biggest, and become the largest
producer of polypropylene used in refrigerator casings. Reliance
can use its $5.5 billion cash reserves to help fund what would be
its largest offshore purchase.

The Wall Street Journal, citing unidentified people, said Reliance
Industries made an offer of around $12 billion to take a
controlling interest in LyondellBasell.  The Financial Times cited
an unnamed person close to Reliance as saying the company plans to
pay $10 billion for the stake. The Times of India, citing an
unidentified banker, said the price may be at least $12 billion,
while the Economic Times, a sister publication, said it may range
from $6 billion to $10 billion.  Reuters reported a price of as
much as $12 billion.

                         Competing Bids?

Bloomberg News, citing two people familiar with the matter,
reports that China Petroleum & Chemical Corp., the nation's
biggest oil refiner, and U.S. buyout firm TPG have weighed a bid
for LyondellBasell that could challenge Reliance Industries Ltd.'s
offer of about $12 billion.

                       The Chapter 11 Plan

Lyondell Chemical filed its Plan on September 11, 2009, asking
creditors to forgo about $18 billion of its $27 billion debt.
However, lawsuits that could affect recovery by creditors have
delayed the plan approval process.

A full-text copy of the Debtors' Joint Plan is available for free
at http://bankrupt.com/misc/Lyondell_Sept11JointReorgPlan.pdf

A full-text copy of the Debtors' Disclosure Statement is
available for free at:

    http://bankrupt.com/misc/Lyondell_Sept11DisclosureStat.pdf

                      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). 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.

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.

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


LYONDELL CHEMICAL: S&P Sees Limited Benefits for Reliance
---------------------------------------------------------
The consolidated financial metrics of Reliance Industries Ltd.
(BBB/Negative/--), India's largest private sector company, could
weaken over the next 12 months if the company proceeds with a
proposal to acquire Netherlands-based LyondellBasell Industries AF
S.C.A (not rated); Standard & Poor's Ratings Services therefore
stands by its negative rating outlook.  Although Standard & Poor's
acknowledges that the transaction could bring some strategic
benefits, it believes the synergies would be limited.

"The acquisition would weaken Reliance Industries' metrics even
after factoring in the company's cash and cash equivalent of about
US$4 billion as at Sept. 30, 2009.  However, we believe that its
financial risk profile could change if competitive bidding from
other interested companies increases the bid price, or the company
sells some of its treasury stocks," said Standard & Poor's credit
analyst Yasmin Wirjawan.

According to the company, the transaction remains contingent on
the resolution of LyondellBasell's existing litigation and future
obligations, if any.  Reliance Industries has submitted a
preliminary non-binding offer to acquire, for cash, a controlling
interest in LyondellBasell, a highly backward-integrated commodity
chemical producer.

Standard & Poor's expects Reliance Industries' market position in
the chemical market and its geographical diversification to
improve if the acquisition materializes because LyondellBasell is
one of the largest chemical producers in the world with operations
in North America and Europe.  The transaction would also provide
Reliance Industries with access to LyondellBasell's leading
technology.  Conversely, LyondellBasell should be able to improve
its operating performance through Reliance Industries' experience
of running highly efficient operations.

"The combined company would, however, remain significantly exposed
to the cyclical nature of the commodity industry, and we expect
limited integration benefits," said Ms. Wirjawan.

The timeline for completing the proposed acquisition is uncertain,
as LyondellBasell must first emerge from Chapter 11 (or
bankruptcy) proceedings and finalize its reorganization. The
transaction is at an early stage and may or may not materialize;
and if it proceeds, the terms could be amended. The transaction
also requires approval from the respective boards, shareholders,
and the U.S. Bankruptcy Court.

"The negative rating outlook on our rating for Reliance Industries
also factors in the relatively weak global economic environment,
which has undermined the profitability of commodity-related
companies like Reliance Industries and LyondellBasell," said
Standard & Poor's credit analyst, Suzanne Smith, managing
director, Corporate & Government Ratings, South and Southeast
Asia.  The outlook also takes into consideration the uncertainty
over the size of the cash flow contribution to the company from
gas production due to legal disputes with Reliance Natural
Resources Ltd. (RNRL) and NTPC Ltd. (BBB/Negative/--).


MEDCLEAN TECHNOLOGIES: Reports Net Income of $339,306 in Q3 2009
----------------------------------------------------------------
MedClean Technologies, Inc., reported net income of $339,306 on
total revenues of $1,556,292 for the three months ended
September 30, 2009, compared with a net loss of $1,320,376 on
total revenues of $748,758 in the same period of 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $1,685,683, total liabilities of
$1,634,826, and total stockholders' equity of $50,857.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,403,968 in total current
assets available to pay $1,634,826 in total current liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4a49

                       Going Concern Doubt

To supplement its cash resources, the Company has been pursuing a
number of alternative financing arrangements with various
investment entities.  The Company is currently looking to secure
additional working capital to provide the necessary funds for it
to execute its business plan through various sources, including
bank facilities, bridge loans and equity offerings.  However, the
Company continues to incur significant operating losses and the
resultant reduction of its cash position.  The Company cannot
assure that it will be able to obtain additional funding, and the
lack thereof would have a material adverse impact on its business.
Moreover, any equity funding could be substantially dilutive to
existing stockholders.

The aforementioned factors raise substantial doubt about the
Company's ability to continue as a going concern.  In the event
the Company is unable to continue as a going concern it may pursue
a number of different options, including, but not limited to,
filing for protection under the federal bankruptcy code.

                   About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.
(OTC BB: MCLN) -- http://www.medcleantechnologies.com/-- is a
provider of innovative technology and services for the onsite
treatment and disposal of regulated medical waste.


METALS USA: Plans to Repurchase 2012 Toggle Notes
-------------------------------------------------
Metals USA Holdings Corp. plans to make an offer to all holders of
its senior floating rate toggle notes due 2012, including its
affiliates, to repurchase the notes at a price equal to 100% of
the principal amount, plus accrued and unpaid interest to the date
of the closing of the repurchase offer.

To realize this, Metals USA plans to make a public offering of an
indeterminate number of shares of the Company's common stock.  The
Company said the Proposed Maximum Aggregate Offering Price is
$200,000,000.

The Company will commence the offer for the toggle notes no later
than 60 days following the Company's receipt of the proceeds of
the common stock offering.  The Company said it will repurchase
the maximum principal amount of the toggle notes that may be
purchased out of the net proceeds of the common stock offering.

The Company filed with the Securities and Exchange Commission a
registration statement and preliminary prospectus in connection
with the planned common stock offering.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?4a43

                         About Metals USA

Based in Houston, Texas, Metals USA Holdings Corp. --
http://www.metalsusa.com/-- provides a wide range of products and
services in the heavy carbon steel, flat-rolled steel, non-ferrous
metals, and building products markets.

At September 30, 2009, the Company's consolidated balance sheets
showed $662.5 million in total assets and $703.4 million in total
liabilities, resulting in a $40.9 million shareholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Houston-based Metals USA Holdings Corp. and on its
wholly owned subsidiary, Metals USA Inc., to 'CCC+' from 'B-'.  At
the same time, S&P lowered its rating on the senior secured notes
and the senior unsecured pay-in-kind toggle notes to 'CCC-' from
'CCC'.

The recovery rating remains at '6' on these issues, indicating
negligible (0%-10%) recovery in the event of a payment default.
The outlook is negative.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
March 18, 2009, due to the sharp deterioration in steel market
conditions in North America over the past several months and S&P's
expectation that operating conditions will remain challenging in
the near-term.


MARVIN CLASS: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Marvin Edward Class
               Brenda Lee Class
               7731 E. Soaring Eagle Way
               Scottsdale, AZ 85266

Bankruptcy Case No.: 09-30256

Chapter 11 Petition Date: November 23, 2009

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

Debtor's Counsel: Philip Clark Tower, Esq.
                  Law Office Of Philip Tower
                  11811 N Tatum Blvd #3031
                  Phoenix, AZ 85028
                  Tel: (602) 692-9609
                  Fax: (602) 296-0450
                  Email: pctower@tower-law.com

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

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

According to the schedules, the Company has assets of $1,893,404,
and total debts of $1,338,000.

A full-text copy of the Debtors' petition, including a list of
their 2 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/azb09-30256.pdf

The petition was signed by the Joint Debtors.


MAIDENFORM BRANDS: Moody's Affirms 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Maidenform Brands, Inc.'s debt
ratings, including its Ba3 corporate family rating, B1 probability
of default rating, and the Ba2 ratings on its senior secured
credit facilities.  The ratings outlook remains stable.

The affirmation reflects the company's good performance in a
difficult economic environment, continued solid credit metrics and
very good liquidity.  Net sales grew 14% in the third quarter
ended October 3, 2009, led by growth in shapewear, sales increases
at certain retailers, and the launch of the licensed Donna Karan
business earlier in the year.  While still strong, margins
continued to decline due to a mix shift toward the lower margined
mass and off-price channels and promotional activity, offset by
continued cost cutting actions.

Maidenform's Ba3 CFR reflects the company's well-known brand names
and track record of product innovation that help drive organic
growth, still-solid operating margins and improving channel
diversity.  The rating also reflects the company's strong credit
metrics and very good liquidity, which is supported by substantial
balance sheet cash, the expectation for continued positive free
cash flow generation, and excess revolver availability.  The
company's rating is constrained by its lack of scale while
operating in the highly competitive, commoditized intimate apparel
segment.  While increased sales to mass retailers have improved
channel diversity, it may also increase customer concentration and
lower overall margins.

Ratings affirmed:

  -- Corporate family rating at Ba3

  -- Probability of default rating at B1

  -- Senior secured revolving credit facility due 2012 at Ba2
     (LGD2, 29%)

  -- Senior secured term loan due 2014 at Ba2 (LGD2, 29%)

  -- The ratings outlook is stable

The prior rating action on Maidenform occurred on August 17, 2007,
when Moody's affirmed the company's Ba3 corporate family rating
with a stable outlook.

Maidenform Brands, Inc., the parent of Maidenform, Inc., is a
designer and marketer of intimate apparel, including the
Maidenform, Flexees, Lilyette, Control It! and Sweet Nothings
brands, among others.  Based in Iselin, New Jersey, the company
had revenues of $452 million for the latest 12 month period ending
October 3, 2009.


MAJESTIC STAR: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
rating on Majestic Star Casino LLC's $80 million senior secured
revolving credit facility to 'D' from 'CC'.  The recovery rating
on this debt remained unchanged at '1', indicating S&P's
expectation of very high (90% to 100%) recovery of principal in
the event of a payment default.

Following the downgrade, S&P withdrew all ratings on Majestic Star
due to lack of adequate information to maintain surveillance, as
the company will no longer be filing public financial statements
following its recent Form 15-15D filing.

"The issue-level rating downgrade follows the filing for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
District of Delaware by Majestic Star Casino LLC and various of
its affiliates," said Standard & Poor's credit analyst Ben Bubeck.

S&P previously lowered its corporate credit rating on the company
to 'D' on Oct. 15, 2008, following its announcement that it did
not intend to make the Oct. 15, 2008 interest payments on its
senior secured notes and senior unsecured notes co-issued by the
company and Majestic Star Casino Capital Corp.  The company did
not make these interest payments prior to the end of the grace
period, which triggered an event of default under both note
issues, the revolving credit facility, and discount notes issued
by Majestic Holdco LLC.  S&P subsequently lowered its issue-level
rating on the discount notes to 'D' following a missed interest
payment on April 15, 2009.  The company was precluded from making
distributions to the parent to service the discount notes as long
as an event of default existed with the bank facility, the senior
secured notes, or the senior unsecured notes.


MAJESTIC STAR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Majestic Star Casino, LLC
          aka Majestic Star Casino
          aka Majestic Star
        301 Fremont Street, 12 Floor
        Las Vegas, NV 89101

Bankruptcy Case No.: 09-14136

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
The Majestic Star Casino II, Inc.          09-14135
The Majestic Star Casino Capital Corp.     09-14137
Majestic Star Casino Capital Corp. II      09-14141
Barden Mississippi Gaming, LLC             09-14139
Barden Colorado Gaming, LLC                09-14140
Majestic Holdco, LLC                       09-14142
Majestic Star Holdco, Inc.                 09-14143

Chapter 11 Petition Date: November 23, 2009

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

Judge: Kevin Gross

About the Business: The Majestic Star Casino, LLC, is a wholly
                    owned subsidiary of Majestic Holdco, LLC,
                    which is a wholly owned subsidiary of Barden
                    Development, Inc.  The Company was formed on
                    December 8, 1993, as an Indiana limited
                    liability company to provide gaming and
                    related entertainment to the public.  The
                    Company commenced gaming operations in the
                    City of Gary at Buffington Harbor, located in
                    Lake County, Indiana on June 7, 1996.  The
                    Company is a multi-jurisdictional gaming
                    company with operations in three states -
                    Indiana, Mississippi and Colorado.

                    The Majestic Star Casino, LLC's balance sheet
                    at June 30, 2009, showed total assets of
                    $406.42 million and total liabilities of
                    749.55 million, resulting in a members'
                    deficit of $343.13 million.

Debtors'
Delaware Counsel:   James E. O'Neill, Esq.
                    Pachulski Stang Ziehl & Jones LLP
                    919 North Market Street, 17th Floor
                    P.O. Box 8705
                    Wilmington, DE 19899-8705
                    Tel: (302) 652-4100
                    Fax: (302) 652-4400
                    Email: jo'neill@pszyj.com

                    Laura Davis Jones, Esq.
                    Pachulski Stang Ziehl & Jones LLP
                    919 N. Market Street, 17th Floor
                    Wilmington, DE 19899-8705
                    Tel: (302) 652-4100
                    Fax: (302) 652-4400
                    Email: ljones@pszjlaw.com

                    Timothy P. Cairns, Esq.
                    Pachulski Stang Ziehl & Jones LLP
                    919 N. Market St., 17th Floor
                    Wilmington, DE 19801
                    Tel: (302) 652-4100
                    Fax: (302) 652-4400
                    Email: tcairns@pszjlaw.com

Debtors'
Bankruptcy Counsel: Kirkland & Ellis LLP

Debtors'
Financial
Advisors:           Xroads Solutions Group, LLC

Debtors'
Claims and
Notice Agent:       EPIQ bankruptcy Solutions LLC

Estimated Assets: $100,000,001 to $500,000,000

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

A consolidated list of the Debtors' 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/deb09-14136.pdf

The petition was signed by Jon S. Bennett, senior vice president,
chief financial officer & treasurer.


MICHAEL DAVIS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Michael T. Davis
               Debra W. Davis
               1466 Blue Sky Road
               Halifax, NC 27839

Bankruptcy Case No.: 09-10198

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Michael P. Peavey, Esq.
                  PO Box 1115
                  Wilson, NC 27894-1115
                  Tel: (252) 291-8020
                  Fax: (252) 291-8309
                  Email: mpeavey@peaveylaw.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nceb09-10198.pdf

The petition was signed by the Joint Debtors.


NCI BUILDING: Affeldt, Zrebiec and Holland Appointed to Board
-------------------------------------------------------------
NCI Building Systems, Inc., reports that effective November 10,
2009 -- pursuant to its Stockholders Agreement with funds
affiliated with Clayton, Dubilier & Rice Fund VIII, L.P. -- the
Board appointed two individuals designated by the CD&R Funds,
Kathleen J. Affeldt and Jonathan L. Zrebiec.

Pursuant to NCI's Lock-Up and Voting Agreement with certain
noteholders, the Board appointed John J. Holland as director,
effective as of November 10.

Ms. Affeldt has been named as Chairperson of the Compensation
Committee of the Board.  Mr. Holland has been appointed to the
Audit Committee, the Compensation Committee and the Affiliate
Transactions Committee of the Board.  The Board has determined
that Mr. Holland and Ms. Affeldt are independent from NCI's
management, as "independence" is defined by the rules and
regulations of the Securities and Exchange Commission and the
listing standards of the New York Stock Exchange.

Messrs. Holland and Zrebiec and Ms. Affeldt will receive the same
compensation as other non-employee directors on the Board.

As a result of his position with CD&R, Inc. Mr. Zrebiec may assign
all or any portion of the compensation he would receive for his
services as a director to CD&R, Inc. or the successor to its
investment management business or their respective affiliates.

Mr. Zrebiec may be deemed to have an indirect material interest in
the Investment Agreement, pursuant to which a deal fee of
$8,250,000 was paid to CD&R, Inc. and fees and expenses in
connection with the Equity Investment were paid to or on behalf of
CD & R Fund VIII, the Registration Rights Agreement, the
Stockholders Agreement and the Indemnification Agreement.

On November 10, 2009, the Company entered into director
indemnification agreements with each of Messrs. Holland and
Zrebiec and Ms. Affeldt.  Under such director indemnification
agreements, the Company has agreed to indemnify each of Messrs.
Holland and Zrebiec and Ms. Affeldt for his or her activities and
expenses as a director of the Company to the fullest extent
permitted by law, and to cover each of Messrs. Holland and Zrebiec
and Ms. Affeldt in his or her capacity as director under directors
and officers liability insurance obtained by the Company.

On November 19, NCI filed Amendment No. 1 to amend and supplement
the Tender Offer Statement on Schedule TO it filed with the
Securities and Exchange Commission on November 9, 2009.  NCI made
changes to the Designated Event Notice to Holders of 2.125%
Convertible Senior Subordinated Notes due 2024, dated November 19,
2009.

As reported by the Troubled Company Reporter, NCI on November 9
announced it is notifying holders of the $58,750 outstanding
principal amount of its 2.125% Convertible Senior Subordinated
Notes due 2024 that they have an option, pursuant to the terms of
the Notes, to require the Company to purchase all or a portion of
such holders' Notes at a price equal to 100% of the principal
amount of the Notes, together with the interest and the additional
amounts, if any, accrued and unpaid thereon to, but not including,
December 8, 2009.  The amount of accrued and unpaid interest to,
but not including, December 8, 2009 on each $1,000 in principal
amount of the Notes is $1.2986.  There are no additional amounts
accrued and unpaid to, but not including, December 8, 2009.  Under
the terms of the Notes, the Company will pay for the Notes with
cash on hand.  The Put Option was triggered under the terms of the
Notes by the previously announced completion of the $250 million
equity investment in the Company by funds managed by Clayton,
Dubilier & Rice, Inc.

Noteholders' opportunity to exercise the Put Option will commence
on November 9, 2009, and will terminate at 11:59 p.m., New York
City time, on December 8, 2009. Holders may withdraw any
previously delivered purchase notice pursuant to the terms of the
Put Option at any time prior to 11:59 p.m., New York City time, on
December 8, 2009.

A full-text copy of the Designated Event Notice to Holders of
2.125% Convertible Senior Subordinated Notes Due 2024, as amended,
is available at no charge at http://ResearchArchives.com/t/s?4a52

                        About NCI Building

Based in Houston, Texas, NCI Building Systems, Inc. (NYSE: NCS) is
one of North America's largest integrated manufacturers of metal
products for the nonresidential building industry.  NCI is
comprised of a family of companies operating manufacturing
facilities across the United States and Mexico, with additional
sales and distribution offices throughout the United States and
Canada.

NCI proposed a financial restructuring to address an immediate
need for liquidity in light of a potentially imminent default
under, and acceleration of, its existing credit facility, which
was to occur as early as November 6, 2009 (which would have, in
turn, lead to a default under, and acceleration of, its other
indebtedness, including the $180.0 million in principal amount of
2.125% Convertible Senior Subordinated Notes due 2024, and the
high likelihood that the Company would be required to repurchase
the convertible notes on November 15, 2009, the first scheduled
mandatory repurchase date under the convertible notes indenture.

In October 2009, NCI Building and Clayton, Dubilier & Rice, Inc.
on completed a $250 million equity investment in the Company by
CD&R-managed funds.  The CD&R-managed funds acquired newly issued
preferred stock resulting in an ownership position in the Company
of roughly 68.5% on an as-converted basis.

As of August 2, 2009, the Company had $627.63 million in total
assets; and $624.23 million in total current liabilities and
$21.62 million in total long-term liabilities.


NLRC: Wins Canada Court's Approval to Exit Bankruptcy
-----------------------------------------------------
Newfoundland and Labrador Refining Corp. won approval from a
Canada Court to exit bankruptcy and find a buyer or a partner for
its oil refinery project within two years.

According to Bloomberg News, Newfoundland Supreme Court Judge
Robert Hall dismissed objections from BAE Newplan Group Ltd., a
unit of SNC-Lavalin Group Inc., and Japan Steel Works Ltd., Kobe
Steel Works Ltd. and IPS Services Inc., who had sought to have the
Canadian company declared bankrupt.

According to the report, the judge noted that NLRC has the
necessary permits to build the first refinery in North America in
30 years.  The project stalled after NLRC failed to raise money
for construction during the credit crunch and recession of last
year.  The prospects look more favorable now that the worldwide
recession appears to be ending, Judge Hall said.

Altius Minerals said in a statement its proposal to creditors
approved by the Supreme Court of Newfoundland and Labrador.
In approving the proposal, the court first had to consider
applications brought by BAE Newplan and IJK Consortium that sought
to have the vote result overturned and the company declared
bankrupt.  In delivering the positive judgment to NLRC, these
applications were dismissed and BAE Newplan and IJK were ordered
to pay the legal costs of NLRC, its Trustee and the creditors that
appeared in court in support of the proposal.

The proposal that NLRC put before its creditors, and that has now
been ratified, allows the resumption of efforts to attract a
buyer, partner or funding to the Southern Head refining project in
Placentia Bay, Newfoundland and Labrador.  The Southern Head
project is the only permitted greenfield refinery site in North
America and the first to achieve such status in a generation.  The
permitted site is believed by Altius to be NLRC's major advantage
and the remaining life of the permits is approximately two years,
assuming no additional extensions can be obtained.  The proposal
also involves the sale of tangible assets and the distribution of
proceeds to creditors and includes an agreement with Altius as the
only secured creditor that sees it leave sufficient funding in
NLRC to continue with efforts to attract a buyer, partner or
funding to the project during the remaining permit life.

                           About NLRC

Newfoundland and Labrador Refining Corporation is into feasibility
study of the development of a 300,000 barrel per day advanced oil
refinery in southeastern Newfoundland, Canada.

The Compoany filed a Notice of Intention to Make a Proposal
pursuant to the Bankruptcy and Insolvency Act.  It subsequently
obtained a stay from a Canadian court of proceedings
against actions by creditors while it formulates a proposal for
restructuring.

Altius Minerals Corporation has a 39.6% stake in NLRC.  Altius is
engaged in the generation and acquisition of interests in projects
related to natural resources opportunities in the Province of
Newfoundland and Labrador.

The action was necessitated when SNC Lavalin, a contractor
providing environmental and engineering services, served NLRC on
with notice of proceedings in the Supreme Court of Newfoundland
and Labrador seeking to have NLRC adjudged a bankrupt.

                           About Altius

Altius is focused on the mining and resources sector through
prospect generation, the creation and acquisition of royalties and
investments.  The Corporation has a strong financial position with
approximately $133 million in cash, $39 million in equity
investments, and no debt.  Altius owns an effective 0.3% net
smelter return in the producing Voisey's Bay nickel-copper-cobalt
mine located in Labrador, Canada and has numerous active mineral
exploration agreements principally in eastern Canada targeting a
variety of mineral commodities. Altius is a member of the TSX
SmallCap index and currently has 28,346,895 shares outstanding.


OBN HOLDINGS: Reports $178,000 Net in September Quarter
-------------------------------------------------------
OBN Holdings, Inc., reported net income of $178,170 on revenue of
$2,736,308 for the three months ended September 30, 2009, compared
with net income of $610,455 on revenue of $6,432,560 in the same
period in 2008.

Expenses incurred during the three-month period ended
September 30, 2009, totaled $2,695,494 as compared to $5,839,605
for the three-month period ended September 30, 2008.  Other income
for three-month period ended September 30, 2009, was $137,356, as
compared to $17,500 of for the same period in 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $7,381,076, total liabilities of
$3,105,946, and total stockholders' equity of $4,275,130.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $2,117,748 in total current
assets available to pay $3,105,946 in total current liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4a37

                       Fiscal 2009 Results

The Company reported a net loss of $3,367,531 on revenue of
$18,310,437 for the year ended June 30, 2009, compared with net
income of $23,452 on revenue of $2,001,589 for the year ended
June 30, 2008.

Revenues generated from the Company's commodity trading segment
during fiscal 2009 were $18,309,693 as compared to $1,876,491
revenues in fiscal 2008.

After years of losses, the Company reported its first profitable
year with its fiscal year ending June 30, 2008 filing.  The Board
rewarded executives with a one time special stock bonus valued at
$1,680,000.  The shares are being held in a Non-Qualified Deferred
Compensation Plan and will not be available to executives until
May 2011.  The award was expensed during the fiscal year ending
June 30, 2009, and accounts for much of the loss reported that
year.

A full-text copy of the Company's Form 10-K is available for free
at http://researcharchives.com/t/s?4a39

                       Going Concern Doubt

Tarvraran Askelson & Company LLP, in Laguna Niguel, Calif.,
expressed substantial doubt about OBN Holdings, Inc. and
subsidiaries's ability to continue as a going concern after
auditing the Company's consolidated financial statements as of and
for the years ended June 30, 2009 and 2008.  The accounting firm
said that the Company has limited operating cash flows and does
not have sufficient working capital to fully fund its operations.

                        About OBN Holdings

OBN Holdings, Inc. is a holding company with operations in several
industries, including the internet broadcasting, television/film
production, plastics recycling, intelligent traffic systems
the commodity import/export industries.


OFFICESOURCE INC: United Stationers Wants to Buy Assets
-------------------------------------------------------
Victoria Fraza Kickham at Industrial Distribution relates that
United Stationers agreed to acquire OfficeSource Inc., which is
subject to court approval.

United Stationers will retain key management and other personnel
of the company under the deal, Ms. Kickham notes.

OfficeSource Inc. is a national wholesale distributor of office
furniture.  The company filed for Chapter 11 bankruptcy protection
in November 2009.


ONE COMMUNICATIONS: S&P Retains CreditWatch Negative on 'B' Rating
------------------------------------------------------------------
Standard & Poor's Rating Services said that its 'B' corporate
credit rating on Burlington, Massachusetts-based competitive local
exchange carrier One Communications Corp., along with all related
issue-level ratings, remains on CreditWatch with negative
implications.  The ratings were initially placed on CreditWatch
Aug. 12, 2009, based on S&P's concerns that the company would
violate its bank credit facility covenants.

For the reporting period ended Sept. 30, 2009, One Communications
was not in compliance with its total leverage covenant, which
stepped down to 2.75x from 3.00x.  While the company is currently
operating under a forbearance agreement with its creditors, it is
also trying to amend the financial covenants to provide more
cushion.

"If it is able to secure sufficient additional cushion for an
extended period under revised covenants and not just for several
quarters, S&P could affirm the ratings," said Standard & Poor's
credit analyst Allyn Arden.  S&P would consider this a long-term
remedy to the company's currently inadequate liquidity.
Alternatively, One Communications could exercise its equity cure
rights as part of the credit agreement, which S&P would consider
an add-back under the financial covenants.  "However, this would
only provide it with temporary relief and could therefore still
result in a ratings downgrade," added Mr. Arden.


PACIFIC ETHANOL: Annual Stockholders' Meeting on December 29
------------------------------------------------------------
The 2009 Annual Meeting of stockholders of Pacific Ethanol, Inc.,
will be held at 9:00 a.m., local time, on December 29, 2009, at
the Company's corporate headquarters at 400 Capitol Mall, Suite
2060, in Sacramento, California, for these purposes:

     -- To elect seven directors to serve on the Company's Board
        of Directors until the next annual meeting of stockholders
        and/or until their successors are duly elected and
        qualified.  The nominees for election are William L.
        Jones, Neil M. Koehler, Terry L. Stone, John L. Prince,
        Douglas L. Kieta, Larry D. Layne and Michael D. Kandris.

     -- To ratify the appointment of Hein & Associates LLP as the
        Company's independent registered public accounting firm
        for the year ending December 31, 2009.

     -- To transact other business as may properly come before the
        Annual Meeting or any adjournment(s) or postponement(s)
        thereof.

All stockholders of record at the close of business on
November 12, 2009 are entitled to notice of and to vote at the
Annual Meeting and any adjournment or postponement thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?4a45

                    About Pacific Ethanol, Inc.

Pacific Ethanol is the largest West Coast-based marketer and
producer of ethanol.  Pacific Ethanol has ethanol plants in Madera
and Stockton, California; Boardman, Oregon; and Burley, Idaho.
Pacific Ethanol also owns a 42% interest in Front Range Energy,
LLC, which owns an ethanol plant in Windsor, Colorado.  Pacific
Ethanol has achieved its goal of 220 million gallons per year of
ethanol production capacity in 2008.  In addition, Pacific Ethanol
is working to identify and develop other renewable fuel
technologies, such as cellulose-based ethanol production and
bio-diesel.

The Company has assets of $548,063,000 against total debts of
$362,630,000 as of September 30, 2009.  It has $11,336,000 in cash
and cash equivalents as of Sept. 30.

Five indirect wholly owned subsidiaries of Pacific Ethanol, Inc.
-- Pacific Ethanol Holding Co. LLC, Pacific Ethanol Madera LLC,
Pacific Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and
Pacific Ethanol Magic Valley, LLC -- commenced a case by filing a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code before the United States Bankruptcy Court for the District of
Delaware on May 17, 2009.

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PACIFIC ETHANOL: Defers Payment of Judgment to Campbell-Sevey
-------------------------------------------------------------
Pacific Ethanol, Inc., on November 16, 2009, entered into a First
Amendment to Settlement Agreement with judgment creditor Campbell-
Sevey, Inc.

The Amendment amends a Settlement Agreement entered into by the
Company on or about August 6, 2009, with the judgment creditor
under which the Company entered into a consent judgment, and
judgment was entered against the Company for roughly $1,900,000.

The Settlement Agreement resolved litigation between the Company
and the judgment creditor concerning the Company's alleged
obligations as a guarantor of certain purported liabilities of one
of the Company's indirect subsidiaries.  The Settlement Agreement
provided that the judgment creditor would not undertake any
efforts to enforce or collect on the Judgment until December 1,
2009.  The Settlement Agreement contains other customary terms and
conditions, including mutual releases by the parties.

The Amendment provides that the judgment creditor will not
undertake any efforts to enforce or collect on the Judgment until
April 1, 2010.  The Amendment also provides that the Company was
to remit approximately $214,000 to the judgment creditor on or
before November 20, 2009, and is to remit $150,000 to the judgment
creditor on or before December 18, 2009.  Each payment is to apply
to and reduce the amount of the Judgment; provided, that if the
Company fails to timely make the second payment, then $150,000 of
the first payment will not reduce the amount of the Judgment.

As a result of the Amendment, the Company has successfully
deferred most of the approximately $1,900,000 payment previously
due December 1, 2009 through the end of the first quarter of 2010.

Campbell-Sevey and PEI entered into a Joinder Agreement on
July 28, 2008, in which PEI is guarantor of its subsidiary Pacific
Ethanol Imperial, LLC's obligations under a Payment Agreement
Pacific Ethanol Imperial, LLC entered into with Campbell-Sevey.  A
dispute arose between Campbell-Sevey and PEI as to PEI's
obligations as guarantor.

Campbell-Sevey filed a lawsuit against PEI and Pacific Ethanol
Imperial, LLC styled Campbell-Sevey, Inc. v. Pacific Ethanol, Inc.
and Pacific Ethanol Imperial, LLC, Case No. 09-cv-00408-RPM in the
United States District Court for the District of Colorado.

Pursuant to the settlement, PEI consented to the entry of a
consent judgment pursuant to which a $1,909,555 judgment will be
entered against PEI and Campbell-Sevey will not undertake any
efforts to enforce or collect on the consent judgment until
December 1, 2009.  Any amounts received by Campbell-Sevey on its
claims in the assignment for benefit of creditors by Pacific
Ethanol Imperial, LLC prior to December 1, 2009, will be deducted
from the $1,909,555 judgment amount.

                    About Pacific Ethanol, Inc.

Pacific Ethanol is the largest West Coast-based marketer and
producer of ethanol.  Pacific Ethanol has ethanol plants in Madera
and Stockton, California; Boardman, Oregon; and Burley, Idaho.
Pacific Ethanol also owns a 42% interest in Front Range Energy,
LLC which owns an ethanol plant in Windsor, Colorado.  Pacific
Ethanol has achieved its goal of 220 million gallons per year of
ethanol production capacity in 2008.  In addition, Pacific Ethanol
is working to identify and develop other renewable fuel
technologies, such as cellulose-based ethanol production and
bio-diesel.

The Company has assets of $548,063,000 against total debts of
$362,630,000 as of September 30, 2009.  It has $11,336,000 in cash
and cash equivalents as of Sept. 30.

Five indirect wholly owned subsidiaries of Pacific Ethanol, Inc.
-- Pacific Ethanol Holding Co. LLC, Pacific Ethanol Madera LLC,
Pacific Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and
Pacific Ethanol Magic Valley, LLC -- commenced a case by filing a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code before the United States Bankruptcy Court for the District of
Delaware on May 17, 2009.

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PARADISE PALMS LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Paradise Palms, LLC
        8950 Paradise Palms Blvd.
        Kissimmee, FL 34747

Case No.: 09-17926

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)


Debtor's Counsel: R Scott Shuker, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bankruptcynotice@lseblaw.com

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

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

The petition was signed by Andrew LaRosa.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Admiral Security           Balance on Account-    $12,756
                           Security Services

American Comm Networks     Monthly Maintenance    $14,310
Inc.                       Contract

American Comm Networks     Balance on Lease-      $1,034,421
Inc.                       Monthly
4400 PGA Blvd              $6,630
Suite 902
Palm Beach Gardens

Baker Hostetler            Legal Fees             $59,090

Bank of America            Balance on Account-    $34,346
                           Credit Card Charges

City Insurance Agency,     Property for PP,       $13,739
Inc.                       LLC-Colony Ins Co

Craftbuilt Homes           Balance due on Const.  $228,333
                           of Club House

Dept of Comm Dev           Maintenance            $186,516
                           Irrevocable LOC

Engage Technologies        Balance on Account-    $8,336
                           Equipment Installation

IKON Financial Services    Balance on Lease-      $14,175
                           Monthly $590.64

IQware, Inc.               Balance due on         $34,791
                           Maintenance Contract

IQware, Inc.               Balance due on         $89,985
                           Hospital System

Patsy Heffner              2009 Real Estate Tax   $150,505
Tax Collector

Patsy Heffner              2009 Tangible Tax      $22,674
Tax Collector

Progress Energy            Cost to repair         $6,365
                           cable damage

Progress Energy            Balance on Light       $100,741
                           Pole Installation

Progress Energy            Balance on Light       $16,369
                           Pole Electric Charges

Tohopekaliga Water         Balance + Interest     $230,158
Authority                  Sewer Impact Fee

US Home Corporation        Deposit on Lots        $1,846,988
600 North Westshore Blvd.
Suite 900
Tampa

Westside Community         CDD Assessment-        $282,062
                           2009-2010


PETTERS GROUP: Jury Deliberating on Fraud Claim vs. Founder
-----------------------------------------------------------
Prosecutors and a lawyer Petters Group Worldwide LLC founder
Thomas Petters wrapped up arguments to the jury in his criminal
trial on charges of fraud and conspiracy in federal court in St.
Paul, Minnesota on November 23.

Bob Van Voris and Beth Hawkins at Bloomberg report that federal
prosecutors urged jurors to hold Mr. Petters guilty of "committing
fraud on a massive, massive scale," and urging them to convict.
Paul Engh, one of Mr. Petters's lawyers, claimed his client didn't
know about the fraud, which he told jurors was engineered by
former Petters vice president Deanna Coleman and former chief
financial officer Robert White.

Mr. Petters ran a Minnetonka, Minnesota-based business empire that
bought companies including Sun Country Airlines Inc. and Polaroid
Corp. until he was forced to quit after federal agents raided his
home and company on Sept. 24, 2008.  Prosecutors claim Petters
used PCI to lure investors into giving him money to finance non-
existent deals to buy shipments of consumer goods.

Prosecutors are presently deliberating on the case.

                   About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc., and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


PILGRIM'S PRIDE: Fine Tunes Plan of Reorganization
--------------------------------------------------
Pilgrim's Pride Corporation and its debtor affiliates, after
consultation with the statutory committees appointed in their
Chapter 11 cases and JBS USA Holdings, Inc., the plan sponsor,
have decided to make certain modifications to the Proposed Plan
of Reorganization.

In this regard, the Debtors, on November 10, 2009, submitted an
Amended Joint Plan of Reorganization (As Modified) to Judge D.
Michael Lynn of the United States Bankruptcy Court for the
Northern District of Texas, Fort Worth Division.

The Plan was modified to specifically reflect changes in:

(a) the treatment with respect to the distribution of
     claims for Classes 6(a) to (c).  The Plan provides that:

       (i) All Notes will be reinstated and each Allowed Note
           Claim will be rendered unmimpaired in accordance with
           Section 1124 of the Bankruptcy Code, notwithstanding
           any contractual provision or applicable non-
           bankruptcy law that entitles the holder of Allowed
           Note Claim to demand or receive payment of that Claim
           prior to the stated maturity of the Notes from and
           after the occurrence of a default.

      (ii) Notwithstanding Section 4.6(b)(i) of the Plan,
           holder of an Allowed Note Claim may elect to receive
           Cash on account of its Allowed Note Claim in an
           amount equal to he sum of (1) the principal amount of
           its Notes, (2) the unpaid prepetition interest with
           interest accruing thereon at the default contract
           rate as provided under the applicable Note through
           the Effective Date and (3) the unpaid postpetition
           interest at the non-default contract rate as provided
           under the applicable Note through the Effective Date.

     (iii) Any holder of an Allowed Note Claim that n=makes the
           Cash-Out Election will be deemed to have waived all
           subordination rights under the applicable Indenture
           of applicable law.

(b) the non-payment of a Claim if any portion of that Claim is
     disputed until the entire Claim becomes an Allowed Claim;
     and

(c) the dissolution of the Committees, which takes effect on
     the Effective Date, instead of the later of the Effective
     Date and the entry of a Final Order resolving the
     remaining disputes among the parties regarding payment of
     default interest on the Note Claims and any resulting
     dispute over subordination provisions of the applicable
     Indentures.

A blacklined copy of the November 10 Modified Plan is available
for free at http://bankrupt.com/misc/PPC_amendedplan.pdf

A full-text copy of the November 10 Modified Plan is available
for free at http://bankrupt.com/misc/PPC_modifiedPlan.pdf

                         Plan Supplements

The Debtors, on November 20, filed supplements in support of the
November 20 Modified Plan.  The Plan Supplements include:

  * Summary of Terms of Exit Facility
  * Form of Credit Agreement
  * Assumed Executory Contracts and Unexpired Leases
  * Rejected Insurance Policies
  * Certain Rejected Executory Contracts
  * Initial Directors of the Reorganized Debtors
  * Initial Officers of the Reorganized Debtors
  * Amendment No. 1 to Form S-1 Registration Statement of JBS
    USA Holdings, Inc.
  * JBS S.A.'s 3rd Quarter 2009 Results (English version)

Full-text copies of the Plan Supplements are available for free
at http://bankrupt.com/misc/ppcnov20plandocs.pdf

                  Distributions Under Ch. 11 Plan

Pilgrim's Pride is scheduled to present its plan for confirmation
on December 8, 2009.  The deadline for ballots to be received by
the voting agent is December 1, 2009.  Pilgrim's Pride sees
emergence from bankruptcy before the end of December.

Under terms of the joint plan of reorganization, Pilgrim's Pride
has entered into an agreement to sell 64% of the new common stock
of the reorganized Pilgrim's Pride to JBS U.S.A. for $800 million
in cash.

The Plan, as amended, October 19, 2009, will be financed in part
by the sale of 64% of the stock to JBS for US$800 million, leaving
the remaining 36% of the stock, presumptively worth US$450
million, for existing equity holders.  All creditors will be paid
fully either in cash or through issuance of new debt.

Proceeds from the sale of the new common stock of the reorganized
Pilgrim's Pride to JBS will be used to fund cash distributions to
allowed claims under the plan.  Under the terms of the plan, all
creditors of the Debtors holding allowed claims will be paid in
full.  The Amended Plan also offers to pay priority tax claims
with postpetition interest, if applicable.

All existing Pilgrim's Pride common stock will be cancelled
and existing stockholders will receive the same number of new
common stock shares, representing 36% of the reorganized Pilgrim's
Pride in aggregate.  The plan also calls for an exit facility for
senior secured financing in an aggregate principal amount of at
least US$1.65 billion.

Since the proposed plan of reorganization represents a
"100% plan," with creditors being repaid in full, shareholders
represent the only impaired class and will be the only group
entitled to vote on the plan of reorganization.

The Equity Committee supports the Plan, noting that the Plan
results in an initial recovery to equity holders valued at upwards
of $450 million, with the potential to enjoy further appreciation
of their interests in the Reorganized Debtors (or a successor)
should their businesses continue to prosper.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PILGRIM'S PRIDE: Has Cash-Out Election Process for Noteholders
--------------------------------------------------------------
In connection with their intent for the confirmation of
their Plan of Reorganization, Pilgrim's Pride Corp. sought and
obtained approval from the Court of procedures for holders of
Allowed Note Claims to make the Cash-Out Election if they so
choose.

Pursuant to the Plan Confirmation Election Procedures Order, the
Court established these deadlines:

  November 13, 2009 -- the "Note Mailing Record Date," as the
                       date for determining which holders of
                       Note Claims will receive a Notice of
                       Cash-Out Election

  December 14, 2009 -- the "Election Deadline," as the deadline
                       by which Kurtzman Carson Consultants must
                       receive instructions regarding which
                       holders of Note Claims made the Cash-Out
                       Election Form

The Election Procedures state that:

(1) The Debtors believe the Election Deadline will provide
     holders of Allowed Note Claims sufficient time to make the
     Cash-Out Election, if they so choose.  The Debtors propose
     to distribute these materials to each holder of a Note
     Claim as of the Note Mailing Record Date:

        -- a Notice of Cash-Out Election

        -- an Election Form for each of the three series of
           Note Claims, and

        -- other materials as the Court may direct

     The Debtors will mail the Cash-Out Election Packages within
     five days upon entry of an order approving this motion to
     the address of each registered account on the books of the
     indenture trustees, if applicable, and to the nominees
     based on the records of the Depository Trust Company.

(2) Each Nominee would be entitled to receive reasonably
     sufficient numbers of the Cash-Out Election Packages  to
     distribute to the beneficial holders of Note Claims for
     whom the Nominee acts, and the Debtors will be responsible
     for each Nominee's reasonable, actual, and necessary out-of
     pocket-expenses associated with the distribution of the
     Cash-Out Election Packages to the beneficial holders of the
     Note Claims.

(3) The Nominees will be responsible for effectuating any Cash-
     Out Elections on behalf of the beneficial holders through
     DTC's Automated Tender Offer Program.  Nominees may use the
     Election Forms provided or such other form as they may
     customarily use for the purpose of obtaining instructions
     with respect to a treatment election on account of the Note
     Claims of beneficial holders.  The Nominees shall follow
     the procedures established by DTC with respect to the
     electronic delivery of the beneficial holders' underlying
     positions.  The electronic deliveries will remain in effect
     until final distributions are made under the Modified
     Proposed Plan.

(4) In the past, the United States Postal Service has returned
     some notices mailed during the course of Debtors' chapter
     11 cases as undeliverable.  The Debtors submit that sending
     the Cash-Out Election Package to the same addresses would
     be wasteful. Therefore, in an effort to conserve resources,
     the Debtors will send the Cash-Out Election Packages only
     to known deliverable addresses; provided, however, the
     Debtors will send a Cash-Out Election Package to any entity
     who provides written notice of a new mailing address or
     forwarding addresses prior to the Mailing Date.

Prior to the entry of the Order, Halcyon Distressed Master Fund
L.P. and Halcyon Master Fund L.P., asked the Court to deny the
Motion or in the alternative, direct the Debtors to modify the
proposed notices associated with the Cash-Out Option to advise
holders of the Notes of the risks associated with the Debtors'
proposal.

Halcyon's disagreement to the Motion stems from the belief that
the "Cash-Out Election" procedures, if approved, would deprive
holders of Notes of their contractual rights to collect overdue
interest while distributing approximately $450,000,000 in the
reorganized Debtors to prepetition interest holders.  These
procedures, which are nothing more than an impermissible attempt
to coerce the holders of Notes to accept less than they are
actually entitled to, fail to advise holders of Allowed Note
Claims of the risk associated with the Cash-Out Election, argued
Halcyon's counsel, Sarah Link Schultz, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in Dallas, Texas.

                  Distributions Under Ch. 11 Plan

Pilgrim's Pride is scheduled to present its plan for confirmation
on December 8, 2009.  The deadline for ballots to be received by
the voting agent is December 1, 2009.  Pilgrim's Pride sees
emergence from bankruptcy before the end of December.

Under terms of the joint plan of reorganization, Pilgrim's Pride
has entered into an agreement to sell 64% of the new common stock
of the reorganized Pilgrim's Pride to JBS U.S.A. for $800 million
in cash.

The Plan, as amended, October 19, 2009, will be financed in part
by the sale of 64% of the stock to JBS for US$800 million, leaving
the remaining 36% of the stock, presumptively worth US$450
million, for existing equity holders.  All creditors will be paid
fully either in cash or through issuance of new debt.

Proceeds from the sale of the new common stock of the reorganized
Pilgrim's Pride to JBS will be used to fund cash distributions to
allowed claims under the plan.  Under the terms of the plan, all
creditors of the Debtors holding allowed claims will be paid in
full.  The Amended Plan also offers to pay priority tax claims
with postpetition interest, if applicable.

All existing Pilgrim's Pride common stock will be cancelled
and existing stockholders will receive the same number of new
common stock shares, representing 36% of the reorganized Pilgrim's
Pride in aggregate.  The plan also calls for an exit facility for
senior secured financing in an aggregate principal amount of at
least US$1.65 billion.

Since the proposed plan of reorganization represents a
"100% plan," with creditors being repaid in full, shareholders
represent the only impaired class and will be the only group
entitled to vote on the plan of reorganization.

The Equity Committee supports the Plan, noting that the Plan
results in an initial recovery to equity holders valued at upwards
of $450 million, with the potential to enjoy further appreciation
of their interests in the Reorganized Debtors (or a successor)
should their businesses continue to prosper.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PILGRIM'S PRIDE: Texas Comptroller Objects to Plan
--------------------------------------------------
The Texas Comptroller of Public Accounts asks the Court to deny
confirmation of the Debtors' amended Joint Plan of Reorganization
unless these Plan defects are cured by amendments:

(a) The Plan proposes to enjoin creditors from exercising
     setoff rights with respect to any claim.  Pursuant to
     Section 553 of the Bankruptcy Code, setoff rights survive
     bankruptcy and are not affected by other sections of the
     Bankruptcy Code, including Section 1141.

(b) The Plan attempts to create "exclusive" jurisdiction
     forever in the Court over "all matters arising out of,
     arising under, and related to the Chapter 11 Cases and the
     Plan," over all distributions under the Plan, over all
     disputes arising in connection with the enforcement of the
     Plan, and over "any other matters that may arise in
     connection with or are related to the Plan."  The
     permanent, exclusive jurisdictional provisions conflict
     with Section 1334(b) of the Judiciary and Judicial
     Procedure, which vests only concurrent jurisdiction in
     federal district courts over civil proceedings arising in
     or related to cases under Title 11.

(c) Recognizing that creditors should not be required to return
     to a bankruptcy court with purported "exclusive
     jurisdiction" to enforce a reorganized debtor's obligations
     under a plan, a default remedy language should be included
     in either an amended plan or the confirmation order in this
     case.  The Texas Comptroller proposes the default remedy
     language to contain these terms:

       "A failure by the reorganized Debtors to make a payment
        to priority tax creditors pursuant to the terms of the
        Plan shall be an Event of Default. If the reorganized
        Debtors fail to cure an Event of Default as to tax
        payments within 10 days after service of a written
        notice of default from a priority tax creditor, then a
        priority tax creditor may (a) enforce the entire amount
        of its claim, (b) exercise any and all rights and
        remedies under applicable non-bankruptcy law, and (c)
        seek such relief as may be appropriate in this court or
        any other court of competent jurisdiction."

(d) The Plan contains broad exculpation and release provisions
     that could excuse exculpated parties' non-compliance with
     applicable statutes, including tax laws.  Federal law
     requires that debtors in possession comply with applicable
     laws, specifically including tax laws, in operating
     businesses under Chapter 11.  Post-confirmation, compliance
     with applicable state and federal statutes is required, as
     for all other entities.

                  Distributions Under Ch. 11 Plan

Pilgrim's Pride is scheduled to present its plan for confirmation
on December 8, 2009.  The deadline for ballots to be received by
the voting agent is December 1, 2009.  Pilgrim's Pride sees
emergence from bankruptcy before the end of December.

Under terms of the joint plan of reorganization, Pilgrim's Pride
has entered into an agreement to sell 64% of the new common stock
of the reorganized Pilgrim's Pride to JBS U.S.A. for $800 million
in cash.

The Plan, as amended, October 19, 2009, will be financed in part
by the sale of 64% of the stock to JBS for US$800 million, leaving
the remaining 36% of the stock, presumptively worth US$450
million, for existing equity holders.  All creditors will be paid
fully either in cash or through issuance of new debt.

Proceeds from the sale of the new common stock of the reorganized
Pilgrim's Pride to JBS will be used to fund cash distributions to
allowed claims under the plan.  Under the terms of the plan, all
creditors of the Debtors holding allowed claims will be paid in
full.  The Amended Plan also offers to pay priority tax claims
with postpetition interest, if applicable.

All existing Pilgrim's Pride common stock will be cancelled
and existing stockholders will receive the same number of new
common stock shares, representing 36% of the reorganized Pilgrim's
Pride in aggregate.  The plan also calls for an exit facility for
senior secured financing in an aggregate principal amount of at
least US$1.65 billion.

Since the proposed plan of reorganization represents a
"100% plan," with creditors being repaid in full, shareholders
represent the only impaired class and will be the only group
entitled to vote on the plan of reorganization.

The Equity Committee supports the Plan, noting that the Plan
results in an initial recovery to equity holders valued at upwards
of $450 million, with the potential to enjoy further appreciation
of their interests in the Reorganized Debtors (or a successor)
should their businesses continue to prosper.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PILGRIM'S PRIDE: Some Claimholders to Receive Interest
------------------------------------------------------
In a filing with the United States Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, the Official
Committee of Unsecured Creditors informs Holders of Class 7(a)-
(g) General Unsecured Claims that pursuant to the Debtors'
Amended Joint Plan of Reorganization, Holders of Classes 7(a)-(g)
are paid postpetition interest at the rate called for by a
contract between the Holder and the Debtors, provided that the
Contract Rate will only be paid if there is an existing contract
between the Claim Holder and the Debtors which provides for a
rate of interest on late or missed payments.

Further, the Creditors' Committee instructs that:

* If a Holder has already filed a proof of claim, and the proof
   of claim did not attach to the contract with the Debtor[s],
   or the claim was scheduled by the Debtors in the correct
   amount and the Holder was not required to file a proof of
   claim, then the Holder must file either an amended proof of
   claim or an original claim, which attaches a copy of his
   contract with the Debtor[s].  If the Holders file an Amended
   Claim or a Claim, then they cannot assert or request any
   amounts other than the amounts originally requested in their
   original proof of claim or scheduled by the Debtors in their
   official schedules with respect to amounts owing to the
   Holders.  The Debtors have requested that any Amended Claims
   or Claims be filed no later than December 1, 2009.  If the
   Holders do not provide evidence of a contract interest rate,
   the rate of post-petition interest payable to the Holders
   will be fixed by the Court in accordance with the Proposed
   Plan.

* All Amended Claims and Claims must be filed with the Debtors'
   Claims Agent, at this address:

      Pilgrim's Pride Corporation Claims Processing Center
      c/o Kurtzman Carson Consultants LLC
      2335 Alaska Avenue
      El Segundo, CA 90245

* Holders who do not have a contract with the Debtors or if
   his contract does not provide for a Contract Rate of interest
   on missed or late payments, then he will be paid interest on
   his claim at a rate that the Bankruptcy Court determines is
   necessary in order for your claim to be deemed unimpaired
   under the Proposed Plan.

In view of these, the Creditors' Committee asks the Court to (i)
determine that the "state law approach" applies to the rate of
interest payable to creditors who do not have contracts with the
Debtors or whose contracts do not contain a specific rate of
interest, and (ii) apply a judgment rate of not less than 5% per
annum.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PINNACLE GAS: Enters Into Waiver and Credit Facility Agreement
--------------------------------------------------------------
Pinnacle Gas Resources, Inc., and its lenders on November 23,
2009, entered into a waiver and agreement to the credit facility
waiving its obligation to comply with certain provisions of the
credit agreement through December 1, 2009, including the waiver of
the current ratio covenant for the quarter ending September 30,
2009, and modifying certain references in the Fifth Amendment to
the Credit Agreement previously signed.

Pinnacle believes it may not be in compliance with certain
restrictive covenants throughout 2009, but will seek additional
waivers as necessary.  There can be no assurance that the Company
will be able to obtain such waivers or that such waivers will be
obtained on acceptable terms.  If the Company is unable to obtain
future waivers and/or to comply with the restrictive covenants,
the lenders could accelerate the indebtedness under its credit
facility and/or foreclose on the properties securing the facility.
Due to borrowing base limitations and waiver stipulations, the
Company is currently unable to incur additional indebtedness under
the credit facility.

As part of its continuing pursuit of various alternatives to
provide additional liquidity, the Company's board has appointed a
special committee of independent directors to review proposals
that have been received regarding asset divestitures, possible
equity offerings, additional or new debt financing, and
acquisitions of the Company's outstanding shares.  To date, the
Company has not agreed to definitive terms for any transaction and
there is no assurance that any transaction will be successfully
completed.

Headquartered in Sheridan, Wyo., Pinnacle Gas Resources, Inc. is
an independent energy company engaged in the acquisition,
exploration and development of domestic onshore natural gas
reserves.  It primarily focuses its efforts on the development of
coalbed methane (CBM) properties located in the Powder River Basin
in northeastern Wyoming and southern Montana.  In addition, in
April 2006, it acquired properties located in the Green River
Basin in southern Wyoming.  As of Dec. 31, 2008, it owned natural
gas and oil leasehold interests in approximately 477,000 gross
(332,000 net) acres, approximately 90% of which were undeveloped.
As of Dec. 31, 2008, it had estimated net proved reserves of
approximately 27.7 Bcf based on the year-end CIG index price of
US$4.61 per Mcf.


POSITRON CORP: Net Loss Widens to $1,189,000 for Q3 2009
--------------------------------------------------------
Positron Corporation's net loss widened to $1,189,000 for the
three months ended September 30, 2009, from a net loss of $265,000
for the same period a year ago.  The Company reported a net loss
of $2,864,000 for the nine months ended September 30, 2009, from a
net loss of $3,381,000 for the same period a year ago.

Revenues for the three months ended September 30, 2009, were
$188,000 from $384,000 for the same period a year ago.  Revenues
for the nine months ended September 30, 2009, were $889,000 from
$1,577,000 for the same period a year ago.

At September 30, 2009, the Company had total assets of $1,123,000
against total liabilities of $7,651,000, resulting in
stockholders' deficit of $6,528,000.  The September 30 balance
sheet showed strained liquidity: The Company had $1,090,000 in
total current assets against $7,128,000 in total current
liabilities.

Since inception, the Company has expended substantial resources on
research and development.  Consequently, the Company has sustained
substantial losses.  Due to the limited number of systems sold or
placed into service each year, the Company said revenues have
fluctuated significantly from year to year and has not sold
quantities that are sufficient to be operationally profitable.
The Company had an accumulated deficit of $88,444,000 and a
stockholders' deficit of $6,528,000 at September 30, 2009.  The
Company will need to increase system sales and apply the research
and development advancements to achieve profitability in the
future.

The Company expects to experience an increase in sales with the
launch of sales Attrius(TM) Cardiac PET system and through sales
from of radiopharmaceutical delivery systems and recurring revenue
from delivery of radiopharmaceuticals of Nuclear Pharm-Assist(R)
systems.  Through the Company's joint venture with Neusoft Medical
Systems, PET system material cost of goods and labor costs will be
significantly lower.  The Company expects that these developments
will have a positive impact on the sales and service volumes and
increased net margins.  However, there is no assurance that the
Company will be successful in selling new systems.

The Company utilized proceeds of $2,159,000 from issuance of
equity securities to fund operating activities during the nine
months ended September 30, 2009.  The Company had cash and cash
equivalents of $308,000 at September 30, 2009.  At the same date,
the Company had accounts payable and accrued liabilities of
$2,613,000. The secured convertible notes payable of $1,207,000,
are also in default.  In addition, debt service and working
capital requirements for the upcoming year may reach beyond the
Company's current cash balances.  The Company plans to continue to
raise funds as required through equity and debt financing to
sustain business operations.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.

The Company said there can be no assurance it will be successful
in implementing its business plan and ultimately achieving
operational profitability.  The Company's long-term viability as a
going concern is dependent on its ability to 1) achieve adequate
profitability and cash flows from operations to sustain its
operations, 2) control costs and expand revenues from existing or
new business 3) meet current commitments and fund the continuation
of its business operation in the near future and 4) raise
additional funds through debt or equity financings.

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?4a3a

The Company filed its Form 10-Q report on November 20, three days
after saying it would delay the filing of the report.  The Company
had said its financial statements could not be completed within
the time provided without undue burden and expense.

Based in Fishers, Indiana, Positron Corporation's operations
include Molecular Imaging Devices and Radiopharmaceutical
Distribution Products.  The Molecular Imaging Devices portion of
the business provides Positron Emission Tomography scanners and
Single Photon Emission Computed Tomography cameras.
Radiopharmaceutical Products offers the world's first robotic
systems for distribution and delivery of radiopharmaceuticals and
provides radiopharmaceutical agents used for the diagnosis of
cardiac diseases.  The Company's systems are used by physicians as
diagnostic and treatment evaluation tools in the areas of
cardiology, neurology and oncology.


PREBUL AUTO: Owner Pleads Guilty to Bank Theft Charge
-----------------------------------------------------
According to David Glovin at Bloomberg News, Prebul Auto Group
president Joseph Prebul pleaded guilty in New York to a
misdemeanor bank theft charge.  Mr. Prebul pleaded guilty to theft
and will be sentenced on March 5 to up to a year in prison,
according to a plea agreement with prosecutors in New York.  He
was arrested in February and accused of 12 felonies for allegedly
defrauding a relative of $7.6 million.

Chattanooga, Tennessee-based Prebul Automotive Group owned 11 car
dealerships in Tennessee and Georgia.  It was ran by car dealer
Joe Prebul.  Prebul Auto Group filed for Chapter 7 bankruptcy
protection in February 2009 after massive losses and after Mr.
Prebul was arrested for wire fraud.


PROBE MANUFACTURING: Posts $521,193 Net Profit for Q3 2009
----------------------------------------------------------
Probe Manufacturing, Inc., reported net profit of $521,193 for the
three months ended September 30, 2009, from net profit of $5,583
for the same period a year ago.  Probe Manufacturing reported net
profit of $132,877 for the nine months ended September 30, 2009,
from net profit of $126,845 for the same period a year ago.

Sales for the three months ended September 30, 2009, were $544,357
from $2,022,233 for the same period a year ago.  Sales for the
nine months ended September 30, 2009, were $1,850,332 from
$6,018,623 for the same period a year ago.

At September 30, 2009, the Company had $658,092 in total assets
against $641,658 in total liabilities, resulting in $16,434 in
stockholders' equity.  At December 31, 2008, the Company had
$1,760,464 in total assets against $2,003,081 in total
liabilities, resulting in $242,617 in stockholders' deficit.

Although for the nine months ended September 30, 2009, the Company
had a net profit of $132,877 and a working capital surplus of
$35,549 and the Company had shareholder surplus of $16,434, the
Company said its ability to operate as a going concern is still
dependent upon its ability (1) to obtain sufficient debt or equity
capital or (2) continue to generate positive cash flow from
operations.

On October 14, 2009, the Company entered into a five year and four
month lease agreement for office and manufacturing space with
Benhard Family Trust commencing on December 1, 2009 and ending on
March 31, 2015.  The base rent is $5,910.30 and common are
expenses are $3,070.87, however, the base rent will increase to:
(a) $7,880.40 for 2010; (b) $9,850.50 for 2011; (c) 10,835.55 for
2012; (d) $11,820.60 for 2013; and (e) $12,805.65 for 2014.  The
new facility is located at 17475 Gillette, Irvine, California
92630 and is roughly 19,701 square feet.

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?4a3b

The Company filed its Form 10-Q report on November 20, four days
after saying it would delay the filing of the report.  The Company
had said it was unable to prepare its Quarterly Report on Form
10-Q within the prescribed time period because of change in
management.

Probe Manufacturing, Inc., formerly Probe Manufacturing
Industries, Inc., is a global provider of advanced electronics
manufacturing services to original equipment manufacturers
primarily in the medical device, aerospace, industrial,
instrumentation and alternative fuel segments.  This includes end-
to-end manufacturing solutions ranging from engineering to
manufacturing of printed circuit board assembly, cable assembly,
enclosures, complete system integration and testing, as well as
global order fulfillment.


PROTECTION ONE: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Lawrence, Kansas-based Protection One Alarm
Monitoring Inc. to 'B+' from 'B', and its and its rating on the
company's existing first-lien tranche of debt to 'BB' from 'BB-'.
In addition, S&P is removing the ratings from CreditWatch, where
they were placed with positive implications on Oct. 27, 2009.  The
recovery rating on the first-lien tranche remains '1'.  The
outlook is stable.

At the same time, S&P assigned a 'BB' issue-level rating and
recovery rating of '1' to the company's $75 million incremental
term loan debt.  The '1' recovery rating reflects the expectation
of very high (90%-100%) recovery of principal in the event of
default.

"The ratings on PONE reflect the company's highly leveraged
financial profile and second-tier position in the highly
competitive and fragmented U.S. security alarm monitoring
industry," said Standard & Poor's credit analyst Joseph Spence.  A
weak economic environment, which has weakened the residential
security alarm market, further compounds these factors.  PONE's
largely recurring revenue base and adequate liquidity partly
offset those challenges.


QUEST ENERGY: Drops Plan to Issue Securities Amid Market Woes
-------------------------------------------------------------
Quest Energy Partners, L.P., requested the Securities and Exchange
Commission the withdrawal of its Registration Statement on Form
S-1 (File No. 333-152489), which was filed on July 24, 2008,
together with all exhibits thereto.  No amendments have been filed
to the Registration Statement.

In a letter to the SEC, the Partnership said it will not be able
to issue its securities at an acceptable price due to current
market conditions.

The Registration Statement was filed in connection with the
Partnership's intention of raising funds to, among other things,
repay indebtedness under the Partnership's $45 million second lien
senior term loan, which was then due and payable on January 12,
2009, and to fund future acquisitions.

No securities have been issued or sold under the Registration
Statement, and the Registration Statement was not declared
effective.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 1, 2009,
UHY LLP, in Houston, Texas, in its audit report of Quest Energy
Partners, L.P. and subsdidiaries' consolidated financial
statements for the year ended December 31, 2008, expressed
substantial doubt about the partnership's ability to continue as a
going concern, citing the partnership's inability to amend the
terms of its credit facilities.

The partnership and its predecessor have incurred significant
losses from 2004 through 2008 and into 2009, mainly attributable
to the operations, impairment of oil and gas properties,
unrealized gains and losses from derivative financial instruments,
legal restructurings, financings, the current legal and
operational structure and, to a lesser degree, the cash
expenditures resulting from the investigation related to certain
unauthorized transfers, repayments and re-transfers of funds to
entities controlled by the partnership's former chief executive
officer.

While the partnership was in compliance with the covenants in its
credit agreements as of December 31, 2008, and September 30, 2009,
the partnership says there is no assurance that it will be in
compliance as of December 31, 2009.

                        About Quest Energy

Headquartered in Oklahoma City, Quest Energy Partners, L.P.
-- http://www.qelp.net/-- is a publicly traded master limited
partnership formed in 2007 by Quest Resource Corporation to
acquire, exploit and develop oil and natural gas properties.  The
Company's principal oil and gas production operations are located
in the Cherokee Basin of southeastern Kansas and northeastern
Oklahoma; Seminole County, Oklahoma; and West Virginia and New
York in the Appalachian Basin.

At September 30, 2009, the partnership's consolidated balance
sheets showed $119.9 million in total assets and $212.8 million in
total liabilities, resulting in a $92.9 million partners' deficit.


QVC INC: S&P Downgrades Corporate Credit Rating to 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Liberty Media Corp. and its wholly owned subsidiary, QVC
Inc., to 'BB-' from 'BB+'.  The rating outlook is stable.  At the
same time, S&P lowered all related issue-level ratings on Liberty
Media's and QVC's debt by two notches, in conjunction with the
downgrade of the corporate credit rating.  These ratings were all
removed from CreditWatch, where S&P placed them with negative
implications Dec. 15, 2008.

In addition, S&P revised the recovery rating on Liberty's senior
unsecured debt to '4', indicating S&P's expectation of average
(30% to 50%) recovery in the event of a payment default, from '3'.

"The ratings downgrade reflects a significant loss of asset value
to Liberty Media's credit profile with the split-off of Liberty
Entertainment Inc.," explained Standard & Poor's credit analyst
Andy Liu.

The Liberty Entertainment assets include a 57% interest in
DIRECTV, a 100% interest in Liberty Sports Holdings LLC, a 65%
interest in Game Show Network LLC, and about $120 million in cash
and cash equivalents.  Also, it is the obligor on about
$1.9 billion of derivative borrowings.  The DIRECTV shares were
valued at about $17.2 billion as of Nov. 20, 2009.  S&P view the
split-off as eliminating crucial support that the DIRECTV
investment provided for Liberty Media's holding company debt, as
well as reducing asset coverage of total debt.

The current 'BB-' rating is based on management's aggressive and
shareholder-favoring financial policy, including a history of
split-offs and debt-financed share repurchases.  The company's
sizable equity portfolio and the solid business prospects of its
wholly owned operations partially mitigate these negative rating
factors.

Liberty Media now consists of QVC Inc., Starz Entertainment LLC,
and important equity stakes in Expedia Inc. (24%), Sirius XM Radio
Inc. (40%), HSN Inc., as well as a portfolio of less strategic
minority equity investments and developing businesses.  The
holding company assets include investments in Time Warner Inc.,
Time Warner Cable Inc., Sprint Nextel Corp., Ticketmaster Inc.,
and Tree.com Inc.

Pro forma for the split-off, estimated total debt to EBITDA was
6.5x for the 12 months ended Sept. 30, 2009.  In 2009, Liberty
shifted some of its resources toward reducing debt leverage,
especially at the QVC level.  In conjunction with the credit
facility amendment at QVC in June, Liberty paid down about
$750 million of bank debt and has continued to pay down QVC's
revolving credit facility.  S&P believes that a meaningful portion
of Liberty's discretionary cash flow will be directed to debt
repayment and debt amortization over the next several years.
However, the company's financial policy is fluid, and Liberty
Media could pursue additional opportunistic investments, as it did
with its investment in Sirius XM.


RADIENT PHARMACEUTICALS: Posts $5MM Comprehensive Loss for Q3 2009
------------------------------------------------------------------
Radient Pharmaceuticals Corporation reported a comprehensive loss
of $5,042,267 for the three months ended September 30, 2009, from
comprehensive income of $1,634,112 for the same period a year ago.
The Company reported a comprehensive loss of $14,780,431 for the
nine months ended September 30, 2009, from comprehensive income of
$1,039,596 for the same period a year ago.

Net revenues for the three months ended September 30, 2009, were
$2,714,735 from $8,236,764 for the same period a year ago.  Net
revenues for the nine months ended September 30, 2009, were
$8,607,515 from $16,056,149 for the same period a year ago.

At September 30, 2009, the Company had $26,160,438 in total assets
against $4,927,694 in total liabilities.  The September 30 balance
sheet showed strained liquidity: The Company had $246,048 in total
current assets against $2,950,658 in total current liabilities.

The Company incurred losses before discontinued operations of
$10,777,937and $1,325,300 for the nine months ended September 30,
2009 and 2008, respectively, and had an accumulated deficit of
$50,734,669 at September 30, 2009.  In addition, the Company used
cash from operating activities of continuing operations of
$2,386,878.

On November 18, 2009, the Company had cash on hand of roughly
$2,300.  The Company's operations currently require roughly
$214,000 per month exclusive of interest payments of roughly
$160,000, to fund the cost associated with the Company's
operations, and the expenses related to the further development of
the Onko-Sure(TM) kit.  Absent additional significant financing,
the Company will not be able to meet cash needs for existing debt
service or cash requirements to support operations.

The monthly cash requirement of $214,000 does not include any
extraordinary items or expenditures, including payments to the
Mayo Clinic on clinical trials for the Company's Onko-Sure(TM) kit
or expenditures related to further development of the CIT
technology, as no significant expenditures are anticipated other
than recurring legal fees incurred in furtherance of patent
protection for the CIT technology.

The Company's near and long-term operating strategies focus on (i)
obtaining SFDA approval for the Onko-Sure(TM) kit, (ii) further
developing and marketing of Onko-Sure(TM), (iii) seeking a large
pharmaceutical partner for the Company's CIT technology, (iv)
selling different formulations of HPE-based products in the U.S.
and internationally and (v) introduction of new products.
Management recognizes that ability to achieve any of these
objectives is dependent upon obtaining significant additional
financing to sustain operations to enable it to continue as a
going concern.  Management's plans include seeking financing,
alliances or other partnership agreements with entities interested
in the Company's technologies, or other business transactions that
would generate sufficient resources to assure continuation of the
Company's operations and research and development programs.

The Company said there are significant risks and uncertainties
which could negatively affect the Company operations.  These are
principally related to (i) the absence of substantive
distribution network for the Company's Onko-Sure(TM) kits, (ii)
the early stage of development of the Company's CIT technology and
the need to enter into a strategic relationship with a larger
company capable of completing the development of any ultimate
product line including the subsequent marketing of such product,
(iii) the absence of any commitments or firm orders from the
Company's distributors, (iv) possible defaults in existing
indebtedness and (v) failure to meet operational covenants in
existing financing agreements which would trigger additional
defaults or penalties.  The Company's limited sales to date for
the Onko-Sure(TM) kit and the lack of any purchase requirements in
the existing distribution agreements make it impossible to
identify any trends in the Company's business prospects.
Moreover, if either AcuVector and/or the University of Alberta is
successful in their claims, the Company may be liable for
substantial damages, the Company's rights to the CIT technology
will be adversely affected, and the Company's future prospects for
licensing the CIT technology will be significantly impaired.

The Company's only sources of additional funds to meet continuing
operating expenses, fund additional research and development and
fund additional working capital are through the sale of
securities, and/or debt instruments.  "We are actively seeking
additional debt or equity financing, but no assurances can be
given that such financing will be obtained or what the terms
thereof will be.  We may need to discontinue a portion or all of
its operations if the Company is unsuccessful in generating
positive cash flow or financing for the Company's operations
through the issuance of securities," the Company said.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4a31

The Form 10-Q was filed November 23, seven days after the Company
warned it would delay the filing of the report.  The Company said
it wasn't able to complete its financial statements without
unreasonable effort or expense.

                   About Radient Pharmaceuticals

Headquartered in Tustin, California, Radient Pharmaceuticals
Corporation, fka AMDL Inc., is a vertically integrated
pharmaceutical company with these distinct business divisions or
units: Manufacturer and Distributor of Onko-Sure(TM) a Proprietary
In-Vitro Diagnostic (IVD) Cancer Test; Distributor of Elleuxe
brand of Anti-Aging Skin Care Products; and Cancer Therapeutics
Technology.

During the second quarter 2009 the Company's corporate management
became aware of certain internal disputes in China between the
management of Jiangxi Bio-Chemical Pharmacy Company Limited and
Jade Pharmaceutical, Inc.  These disputes have effectively
resulted in difficulties in managing the operations of JJB and
also receiving financial information from them.  As a result of
this loss of control, the Company entered into the Agreement to
deconsolidate JPI.

The Company acquired 100% of the outstanding shares of JPI in
2006.  JPI operates primarily through two wholly owned People's
Republic of China based subsidiaries, JJB and Yangbian Yiqiao Bio-
Chemical Pharmacy Company Limited.  Through JPI, the Company
manufactured and distributed generic, homeopathic, and over-the-
counter pharmaceutical products, beauty products and supplements
in China.  JPI sold its interest in YYB during June 2009.

                   Going Concern Qualification

On April 15, 2009, Radient Pharmaceuticals (formerly AMDL, Inc.)
filed with the SEC an Annual Report on Form 10-K in which included
an audit opinion with a "going concern" explanatory paragraph
which expresses doubt, based upon current financial resources, as
to whether AMDL can meet its continuing obligations without access
to additional working capital.


RENEW ENERGY: Weighs Future for Ethanol Plant; 70 Workers Affected
------------------------------------------------------------------
Renew Energy LLC said a sale of the company or a shutdown is
expected to occur between December 11 and late-January, according
to Wisconsin AG Connection.

The company submitted documents regarding the plant-closing with
the Wisconsin Department of Workforce Development, noting that 70
employees could be affected by the possible closing, source
relates.  Documents didn't indicate whether a deal with a possible
buyer was in the works, source adds.

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com/-- operates an ethanol plant
facility.  The Company filed for Chapter 11 on January 30, 2009
(Bankr. W.D. Wis. Case No. 09-10491).  Christopher Combest, Esq.,
at Quarles & Brady LLP, represents the Debtor in its restructuring
efforts.  William T. Neary, the United States Trustee for Region
11, appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  The Debtor disclosed $188,953,970 in total
assets and $194,410,573 in total debts.


RONSON CORP: Net Loss Widens to $1,641,000 for Q3 2009
------------------------------------------------------
Ronson Corporation reported a net loss of $1,641,000 for the three
months ended September 30, 2009, from a net loss of $487,000 for
the same period a year ago.  Ronson reported a net loss of
$3,533,000 for the nine months ended September 30, 2009, from a
net loss of $986,000 for the same period a year ago.

At September 30, 2009, the Company had $15,333,000 in total assets
against total current liabilities of $16,516,000, long-term debt
of $13,000, other long-term liabilities of $1,724,000, and other
long-term liabilities of discontinued operations of $494,000,
resulting in $3,414,000 in stockholders' deficiency.

At September 30, 2009, the Company had both a deficiency in
working capital and a stockholders' deficit.  In addition, the
Company was in violation of certain provisions of certain short-
term and long-term debt covenants at September 30, 2009 and
December 31, 2008.

The Company's losses and difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations, as well
as existing events of default under its credit facilities and
mortgage loans, raise substantial doubt about its ability to
continue as a going concern.

In March 2009, the Company announced its plan to divest Ronson
Aviation, Inc.  On March 30, 2009, because of a request from Wells
Fargo that the Company retain a Chief Restructuring Officer, the
Company retained Joel Getzler of Getzler Henrich & Associates LLC
as its Chief Restructuring Officer.  On May 18, 2009, the Company
announced that it had entered into an agreement to sell
substantially all of the assets of the wholly owned subsidiary,
Ronson Aviation.  In August 2009, the Company entered into a
letter of intent to sell substantially all of the assets of Ronson
Consumer Products.  On October 8, 2009, the Company entered into
an agreement to sell substantially all of the assets of Ronson
Consumer Products, including both Ronson Consumer Products
Corporation and Ronson Corporation of Canada Ltd.  Therefore, the
operations of Ronson Consumer Products and Ronson Aviation have
been classified as discontinued in the Consolidated Statements of
Operations.

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?4a33

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4a34

Ronson filed its 10-Q report on November 23, 2009, one week after
saying it would delay the filing of the report.  Ronson said it
was unable to timely file its Quarterly Report on Form 10-Q for
the period ended September 30, 2009, without unreasonable effort
and expense primarily as a result of a reevaluation of the
Company's accounting classification of debt brought about by
comments included in SEC Comment Letters recently received by the
Company.

                  Amendment to 2008 Annual Report

On November 23, 2009, the Company also filed Amendment No. 1 to
its Annual Report on Form 10-K for the fiscal year ended December
31, 2008.  The original 2008 10-K report was filed April 15, 2009.

The Company has reevaluated its classification of debt and has
determined that it should restate its consolidated financial
statements for the year ended December 31, 2008, included in its
2008 10-K to reclassify certain Long-Term Debt as Current
Liabilities and to make corresponding revisions to Item 7 -
Management's Discussion and Analysis of Financial Condition and
Results of Operations.  The Company's independent accounting firm
has also reissued their "Report of Independent Registered Public
Accounting Firm" in connection with the restatements, which is
included with the consolidated financial statements.  In addition,
this Form 10-K/A also includes the restatement of selected
financial data included in Item 6, revision of Item 9A - Controls
and Procedures and revision of the Section 302 Certifications
included as Exhibit 31; Section 302 Certifications and the Section
906 Certification, included as Exhibit 32, are currently dated.

The Company had Net Sales of $24,187,000 in the year 2008 compared
to $26,246,000 in 2007.  The Company had a Loss from Operations of
($1,427,000) in the year 2008 as compared to Earnings From
Operations of $38,000 in the year 2007.  The Company's Net Loss
was ($1,652,000) in the year 2008 as compared to ($597,000) in the
year 2007.

The Company's Stockholders' Equity decreased to a deficit of
$94,000 at December 31, 2008, from equity of $2,987,000 at
December 31, 2007.  The decrease in Stockholders' Equity in 2008
was primarily due to the Net Loss of $1,652,000 in 2008 and to an
increase of $1,398,000 in the Net Pension Loss component of
Accumulated Other Comprehensive Loss.  The Net Pension Loss
increased primarily due to reductions in 2008 in the values of the
assets held by the Ronson Corporation Retirement Plan.

The Company had a deficiency in working capital of $8,337,000 at
December 31, 2008, as compared to a deficiency of $2,436,000 at
December 31, 2007.  The increase of $5,901,000 in the working
capital deficiency was primarily due to the Loss Before Income
Taxes in 2008 of $2,684,000 and by the classification as current
of $3,208,000 of the Wells Fargo term loans and the $2,088,000 of
the Capital One mortgage loan.

A full-text copy of Amendment No. 1 to the 2008 Annual Report is
available at no charge at http://ResearchArchives.com/t/s?4a35

                     About Ronson Corporation

The operations of Somerset, New Jersey-based Ronson Corporation
(Pink Sheets: RONC) -- http://www.ronsoncorp.com/-- include its
wholly-owned subsidiaries: 1) Ronson Consumer Products Corporation
in Woodbridge, New Jersey, 2) Ronson Corporation of Canada Ltd.,
and 3) Ronson Aviation, Inc.


SEA ISLAND: Wells Fargo Takes Over Frederica Community
------------------------------------------------------
Bloomberg News reports that Sea Island Co. transferred its deed to
its 3,000-acre Frederica community in Georgia to Wells Fargo & Co.
"As the lender to the Frederica development, Wells Fargo has been
working closely with the Sea Island Company to explore options for
the property that would serve the needs of both parties and the
community," Wells Fargo said in an e-mailed statement to
Bloomberg.

Frederica is a residential and golf complex at the north end of
St. Simons Island, 320 miles southeast of Atlanta.  The community
has a 400-acre lake, a Tom Fazio-designed golf course favored by
St. Simons resident Davis Love III, river frontage and 600 home
sites.

According to the report, in addition to the Frederica development,
Wells Fargo is taking title to about 400 acres on St. Simons
Island called Cannon's Point, an undeveloped area with old oaks
and deepwater access, according to the Nov. 19 deed transfer.

Peter Waldman and Laurence Viele Davidson at Bloomberg relate that
lack of credit, falling prices and waning occupancies forced
borrowers to forfeit stakes in assets ranging from Boston's John
Hancock Tower to Sheffield57, a New York condominium conversion
project.  Last week, Morgan Stanley agreed to settle a $2 billion
debt to Barclays Capital by giving up Crescent Real Estate
Equities, which owned Canyon Ranch spa and resort residential
developments.

                     About Sea Island Company

Sea Island Company owns and operates an upscale resort on a five-
mile-long barrier island off the coast of Georgia.  Its Sea Island
Resorts includes accommodations at The Cloister at Sea Island, Sea
Island Cottages, and The Lodge at Sea Island Golf Club.  The
properties offer world-class private golf courses, spa facilities,
and other activities such as tennis, skeet shooting, dance
instruction, and horseback riding. The company also has real
estate developments including a cottage colony on an island off
the Georgia coast.  Formed in 1928, Sea Island is led by chairman
Bill Jones III, the fourth generation of the Jones family to
manage the company.


SEVERN BANCORP: Signs Supervisory Agreements With OTS
-----------------------------------------------------
Annapolis, Maryland-based Severn Bancorp, Inc. -- parent company
for Severn Savings Bank, FSB -- along with the Bank, has entered
into supervisory agreements with the Office of Thrift Supervision,
the Bank's primary federal regulator.  The agreements set forth
steps being taken in response to regulatory concerns with its
operating results and effects of the current economic environment
facing the financial services industry.

"These agreements should not impact our day-to-day operations or
our relationship with our customers or employees," said Alan J.
Hyatt, president and chief executive officer.  "Many of the steps
contained in the agreements are consistent with actions we
identified as necessary and have already begun implementing to
navigate this unprecedented economic disruption."

The agreements relate to certain findings by the OTS during its
examination of Bancorp and the Bank completed in March 2009.  The
agreements require, among other things, in accordance with
specific guidelines set forth in the agreements, that the Bank
revise its policies regarding problem assets, revise its allowance
for loan and lease losses program, revise policies and procedures
for the use of interest reserves, develop and implement a program
for managing risks associated with concentrations of credit,
revise its loan modification policy, and furnish written quarterly
progress reports to the OTS detailing the actions taken to comply
with the agreements.  The agreements will remain in effect until
modified, suspended or terminated by the OTS.

At September 30, 2009, the Bank's regulatory capital ratios
continued to exceed the levels required to be considered "well
capitalized" under applicable federal banking regulations,
including its core (leverage) ratio of approximately 12% compared
to the regulatory requirement of 5% for "well capitalized" status.

"The Bank's capital ratios are significantly above regulatory
minimums and senior management continues to actively address the
findings outlined in the agreements," continued Mr. Hyatt. "We
endeavor to achieve the requirements of the OTS and continue to be
the same reputable local financial resource to the community that
we have always been."

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.   Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.


SIMMONS BEDDING: Court Okays Epiq as Claims & Notice Agent
----------------------------------------------------------
Simmons Bedding Company, et al., have sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to hire Epiq Bankruptcy Solutions, LLC, as claims and
noticing agent.

Epiq will, among other things:

     a. notify potential creditors of the filing of the Debtors'
        Chapter 11 cases and of the setting of the first meeting
        of creditors;

     b. notify parties in interest of requests for first day
        relief and the first day hearing agenda and serve other
        motions, applications, requests for relief, hearing
        agendas, and related documents on behalf of the Debtors;

     c. prepare and maintain an official copy of any schedules of
        assets and liabilities and statements of financial
        affairs; and

     d. docket claims received, maintain the official claims
        register for the Debtors on behalf of the Clerk's Office,
        and provide the Clerk's Office with a certified duplicate
        unofficial claims register on a quarterly basis.

Epiq will bill the Debtors in accordance with the terms of the
pricing schedule as stated in the Standard Bankruptcy Services
Agreement, a copy of which is available for free at:

Daniel C. McElhinney, the Executive Director of Epiq, assured 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. McElhinney maintained that Epiq is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

Atlanta, Georgia-based Simmons Bedding Company -- aka Simmons
Company a Corporation of Delaware; Simmons Company, N.A.; Simmons;
Simmons Company (U.S.A.); Simmons Co.; Simmons Company, a Delaware
Corporation; Simmons Bedding; Simmons USA Company; THL Bedding
Company; Simmons U.S.A. Company; Simmons U.S.A. Corporation;
Simmons Bedding Company -- is a holding company with no operating
assets. Through its wholly-owned subsidiary, Bedding Holdco
Incorporated, which is also a holding company, Simmons Company
owns the common stock of Simmons Bedding Company.  All of Simmons
Company's business operations are conducted by Simmons Bedding
Company and its direct and indirect subsidiaries.  Simmons
Company, together with its subsidiaries, is one of the largest
bedding manufacturers in North America.

The Company filed for Chapter 11 bankruptcy protection on
November 16, 2009 (Bankr. D. Delaware Case No. 09-14037).  The
Company's affiliates also filed separate Chapter 11 petitions.
Simmons Bedding listed $895,970,000 in assets and $1,263,522,000
in liabilities as of June 27, 2009.


SIMMONS BEDDING: Gets Interim OK for $35MM DIP Financing
--------------------------------------------------------
Simmons Bedding Company, et al., sought and obtained interim
approval from the U.S. Bankruptcy Court for the District of
Delaware to obtain postpetition secured financing from a syndicate
of lenders led by Deutsche Bank Trust Company Americas as
administrative agent.

The DIP lenders have committed to provide up to $35,000,000.  Of
that amount, $15 million will be made available upon the entry of
the Interim Order.

The attorney for the Debtors, Mark Collins, Esq., and Michael
Merchant at Richards, Layton & Finger, P.A., explained that the
Debtors will use the facility for working capital and general
corporate purposes of the DIP Obligors and other purposes
permitted including the payment of interest, fees and expenses in
connection with the DIP Financing.

The DIP facility will mature six months from the petition date,
and may be extended by another six months.  The
DIP facility will incur this annual interest:

     a. Base Rate Loans -- Base Rate + 3.50% with a 4.00% Base
        Rate floor.

     b. LIBOR Loans: LIBOR + 4.50% with a 3.00% LIBOR floor.

In the event of default, the Debtors will pay an additional 2.00%
default interest per annum.

Due to the confidentiality provisions in the commitment letter,
prohibiting disclosure of the fee letter, DIP obligors haven't
filed a copy of the fee letter, nor have they disclosed the fees.
The Debtors will provide certain parties with a copy of the fee
letter.

The Debtors' obligations under the DIP facility are secured by:

     a. a perfected first priority lien on unencumbered
        prepetition and postpetition property of the DIP obligors,
        including proceeds or property recovered in respect of any
        avoidance actions;

     b. a perfected junior lien on prepetition and postpetition
        property of the DIP obligors now existing or hereafter
        acquired and all proceeds that is otherwise subject to a
        valid and perfected lien in existence on the Commencement
        Date or a valid lien perfected after the Commencement Date
        to the extent that the perfection is expressly permitted
        under the Bankruptcy Code; and

     -- a perfected first priority senior priming lien on current
        or hereafter acquired property of the DIP obligors and
        proceeds that (a) constitute collateral under the
        Prepetition Credit Agreement, subject to liens that were
        senior to the liens of the prepetition secured parties as
        of the Commencement Date, (b) is subject to a lien granted
        after the Commencement Date to provide adequate protection
        in respect of the prepetition obligations, or (c) is
        subject to a valid lien in effect on the Commencement Date
        that is junior to the liens that secure the collateral
        under the Prepetition Credit Agreement.

Obligations of the DIP obligors under the DIP Credit Agreement
will be ranked as superpriority administrative expense claims and
senior to administrative expenses, adequate protection claims and
other claims against the DIP obligors, subject only to a carve-
out.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees: up to $7,000,000 in fees payable to professional
employed in the Debtors' case; and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

The Debtors covenant with the lenders not to let their EBITDA fall
below:

        Date               Cumulative Consolidated Adjusted EBITDA
    November 30, 2009                  $133,400,000
    December 31, 2009                  $132,300,000
    January 31, 2010                   $122,900,000
    February 28, 2010                  $117,700,000
    March 31, 2010                     $109,100,000
    April 30, 2010                     $106,800,000
    May 31, 2010                       $107,400,000
    June 30, 2010                      $103,000,000
    July 31, 2010                      $96,700,000
    August 31, 2010                    $94,300,000
    September 30, 2010                 $93,100,000
    October 31, 2010                   $88,100,000

The Debtors also covenant with the lenders to deliver to the
lenders monthly, quarterly and annual financial sttements and
compliance certificates.

The Debtors also sought and secured authority from the Court to
use cash collateral securing their obligation to their prepetition
lenders.

The prepetition secured parties consented to the DIP obligors' use
of cash collateral.

Messrs. Collins and Merchant explained that the Debtors will use
the money for working capital and general corporate purposes.
They said that the Debtors will also use the Cash Collateral to
provide additional liquidity.

In exchange for using the cash collateral, the Debtors grant, as
adequate protection for the prepetion secured lenders, a valid,
perfected and enforceable security interest in and lien on upon
all existing and after acquired property of the DIP obligors.  The
lien will be subject and subordinate to the permitted prepetition
liens, the DIP liens, the carve-out, and the permitted liens.

The Debtors also grant to the prepetition secured lenders (i) a
superpriority claim subject and subordinate to the Carve-Out and
the superpriority claim granted to the DIP Agent and the DIP
Lenders; (ii) a replacement lien subject to permitted liens, the
Carve-Out, the DIP liens, and the permitted prepetition liens; and
(iii) the payment of (a) unpaid per-petition interest, fees and
costs (b) post-petition, non-default interest, fees and costs, (c)
regularly scheduled payments under the Hedge Agreements, (d)
scheduled amortization payments in respect of the Tranche D Term
Loan, (e) mandatory prepayments under certain circumstances, and
(f) reasonable fees and expenses incurred or accrued by the
prepetition agent under the prepetition loan documents.

The Debtors promise to provide the lenders monthly reports.

The Debtors will use the collateral pursuant to a weekly budget.

The Court has scheduled for December 10, 2009, at 1:00 p.m. the
final hearing on the Debtors' requests for approval of DIP
financing and cash collateral.

Atlanta, Georgia-based Simmons Bedding Company -- aka Simmons
Company a Corporation of Delaware; Simmons Company, N.A.; Simmons;
Simmons Company (U.S.A.); Simmons Co.; Simmons Company, a Delaware
Corporation; Simmons Bedding; Simmons USA Company; THL Bedding
Company; Simmons U.S.A. Company; Simmons U.S.A. Corporation;
Simmons Bedding Company -- is a holding company with no operating
assets. Through its wholly-owned subsidiary, Bedding Holdco
Incorporated, which is also a holding company, Simmons Company
owns the common stock of Simmons Bedding Company.  All of Simmons
Company's business operations are conducted by Simmons Bedding
Company and its direct and indirect subsidiaries.  Simmons
Company, together with its subsidiaries, is one of the largest
bedding manufacturers in North America.

The Company filed for Chapter 11 bankruptcy protection on
November 16, 2009 (Bankr. D. Delaware Case No. 09-14037).  The
Company's affiliates also filed separate Chapter 11 petitions.
Simmons Bedding listed $895,970,000 in assets and $1,263,522,000
in liabilities as of June 27, 2009.


SIMMONS BEDDING: Taps Ropes & Gray as Special IP Counsel
--------------------------------------------------------
Simmons Bedding Company, et al., have asked for permission from
the U.S. Bankruptcy Court for the District of Delaware to hire
Ropes & Gray LLP as special intellectual property counsel, nunc
pro tunc to the Commencement Date.

Edward G. Black, a member of Ropes & Gray, said that the Firm
will, among other things:

     a. provide legal advice on the prosecution, management,
        licensing and enforcement of intellectual property rights;

     b. represent the Debtors in connection with intellectual
        property, licensing, distribution arrangements,
        advertising compliance related to the design, manufacture,
        promotion and distribution of mattresses and related
        products; and

     c. conduct review, analysis and litigation regarding the
        insolvency or bankruptcy of other companies with which
        Simmons does business, to the extent intellectual property
        matters are affected.

Mr. Black says that Ropes & Gray will be paid based on the hourly
rates of its professionals:

      Edward J. Kelly   patents                  $710
      Vasanth Sarathy   patents                  $315
      Emilia Cannella   trademarks               $610

      Edward G. Black   licensing, advertising   $815
                        compliance, general
                        intellectual property
                        matters

      Peter M. Brody    intellectual property    $765
                        litigation

      James M. Wilton   customer/business        $705
                        Partner bankruptcies

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

Atlanta, Georgia-based Simmons Bedding Company -- aka Simmons
Company a Corporation of Delaware; Simmons Company, N.A.; Simmons;
Simmons Company (U.S.A.); Simmons Co.; Simmons Company, a Delaware
Corporation; Simmons Bedding; Simmons USA Company; THL Bedding
Company; Simmons U.S.A. Company; Simmons U.S.A. Corporation;
Simmons Bedding Company -- is a holding company with no operating
assets. Through its wholly-owned subsidiary, Bedding Holdco
Incorporated, which is also a holding company, Simmons Company
owns the common stock of Simmons Bedding Company.  All of Simmons
Company's business operations are conducted by Simmons Bedding
Company and its direct and indirect subsidiaries.  Simmons
Company, together with its subsidiaries, is one of the largest
bedding manufacturers in North America.

The Company filed for Chapter 11 bankruptcy protection on
November 16, 2009 (Bankr. D. Delaware Case No. 09-14037).  The
Company's affiliates also filed separate Chapter 11 petitions.
Simmons Bedding listed $895,970,000 in assets and $1,263,522,000
in liabilities as of June 27, 2009.


SMART ONLINE: Atlas Capital Discloses 39% Equity Stake
------------------------------------------------------
Atlas Capital, SA, discloses that as of November 18, 2009, it has
acquired, in the aggregate, 7,224,297 shares or roughly 39% of
Common Stock either from Smart Online, Inc., or from other
shareholders of the Company.  Atlas has paid an aggregate of
$19,585,819.12 for these shares from corporate funds, including
56,206 shares acquired from Dennis Michael Nouri -- the former
President and Chief Executive Officer of the Company -- pursuant
to a note cancellation agreement.  In exchange for the shares
acquired from Mr. Nouri, the Company cancelled a note under which
Mr. Nouri owed Atlas principal and interest totaling $85,117.

Durham, North Carolina-based Smart Online, Inc. --
http://www.smartonline.com/-- develops and markets software
products and services (One Biz(TM)) targeted to small businesses
that are delivered via a Software-as-a-Service model.  The Company
sells its SaaS products and services primarily through private-
label marketing partners.  In addition, the Company provides
sophisticated and complex website consulting and development
services, primarily in the e-commerce retail and direct-selling
organization industries.

At September 30, 2009, the Company had $1,788,096 in total assets
against $13,610,936 in total liabilities, resulting in
stockholders' deficit of $11,822,840.


SMART ONLINE: Reports $2,867,137 Net Loss for Q3 2009
-----------------------------------------------------
Smart Online Inc. posted a net loss of $2,867,137 for the three
months ended September 30, 2009, from a net loss of $1,392,420 for
the same period a year ago.  Smart Online posted a net loss of
$6,195,826 for the nine months ended September 30, 2009, from a
net loss of $4,525,363 for the same period a year ago.

Total revenues for the three months ended September 30, 2009, were
$1,042,508 from $1,611,457 for the same period a year ago.  Total
revenues for the nine months ended September 30, 2009, were
$2,585,161 from $4,814,250 for the same period a year ago.

At September 30, 2009, the Company had $1,788,096 in total assets
against $13,610,936 in total liabilities, resulting in
stockholders' deficit of $11,822,840.

During the three and nine months ended September 30, 2009 and
2008, the Company incurred net losses as well as negative cash
flows, is involved in a class action lawsuit, and the repayment
of the legal fees advanced on behalf of former officers and
employees who were convicted in Federal Court and had deficiencies
in working capital.  These factors indicate that the Company may
be unable to continue as a going concern.

On May 29, 2009, Dennis Michael Nouri and Reza Eric Nouri, a
former officer and employee of the Company, respectively, filed a
complaint to bring a summary proceeding against the Company in the
Court of Chancery of the State of Delaware.  The Nouri Complaint
sought to compel the Company to advance legal fees and costs in
the amount of $826,798 incurred by the Nouris in their defense of
criminal proceedings brought against them by the United States,
and in their defense of civil proceedings brought against them by
the Securities and Exchange Commission and the Company's
stockholders, together with future verified expenses that will be
incurred by the Nouris in defending the actions against them and
the expenses incurred by the Nouris in prosecuting the advancement
action against the Company.

On July 2, 2009, the Nouris were convicted of nine counts of
criminal activity in a federal criminal action brought against
them in the United States District Court for the Southern District
of New York, and are presently awaiting sentence.

On July 29, 2009, the Court of Chancery granted summary judgment
of the Nouri Complaint in favor of the Nouris.  By order dated
August 6, 2009, the Company is obligated to pay to the Nouris
$826,798 in advanced expenses for legal services performed by
counsel to the Nouris through April 2009.  The total amount of the
legal fees the Company will ultimately be required to advance to
the Nouris is expected to be in excess of $2.4 million.  Though
the Nouris have entered into an undertaking that requires them to
repay to the Company any amounts advanced by it in the event the
Nouris are ultimately determined not to be entitled to
indemnification for the expenses incurred, it is uncertain at this
time that the Company will be able to recover such amounts
advanced without considerable expense to the Company, or whether
the Company will be able to recover any of the amounts advanced at
all.

On September 24, 2009, the Nouris filed a Motion for Rule to Show
Cause and the Appointment of a Receiver in the Court of Chancery
of the State of Delaware against the Company.  The Motion, among
other things, seeks the appointment of a receiver for the Company
under Section 322 of the Delaware General Corporation Law on
account of the Company's failure to pay the monetary judgment in
the amount of $826,798 entered against it by order of the Court of
Chancery on August 6, 2009 for the advancement of legal expenses
incurred by the Nouris in their defense of the foregoing criminal
proceedings.  The Company intends to vigorously contest the
Motion.

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?4a36

Durham, North Carolina-based Smart Online, Inc. --
http://www.smartonline.com/-- develops and markets software
products and services (One Biz(TM)) targeted to small businesses
that are delivered via a Software-as-a-Service model.  The Company
sells its SaaS products and services primarily through private-
label marketing partners.  In addition, the Company provides
sophisticated and complex website consulting and development
services, primarily in the e-commerce retail and direct-selling
organization industries.


SUNRISE SENIOR: Pro Forma Financials Show Effect of Asset Sale
--------------------------------------------------------------
Sunrise Senior Living, Inc., filed unaudited pro forma financial
information with the Securities and Exchange Commission to
illustrate the effect of its November 18, 2009 sale of 21
properties on its historical financial position and operating
results.

The unaudited pro forma balance sheet is as of September 30, 2009
and is based on the Company's historical statements after giving
effect to the transaction as if it had occurred on September 30,
2009.  The unaudited pro forma statements of operations for the
nine months ended September 30, 2009 and the 12 months ended
December 31, 2008, 2007 and 2006 are based on historical
statements for such periods after giving effect to the transaction
as if it had occurred on January 1 of each year.

As reported by the Troubled Company Reporter, the Company sold 21
assisted living communities, located in 11 states, to BLC
Acquisitions, Inc., an affiliate of Brookdale Senior Living Inc.
(or its assignees) for an aggregate purchase price of
$204 million.  At closing, the Company received roughly
$60 million in net proceeds after payment by the Company or
assumption by Purchaser of roughly $134 million of mortgage loans,
the posting of required escrows, various prorations and
adjustments, and payments of expenses by the Company.

The Company cautions that the unaudited pro forma consolidated
financial information is provided for illustrative purposes only
and does not purport to represent what the actual results of the
Company's operations or financial position would have been had the
transaction occurred on the respective dates assumed, nor is it
necessarily indicative of future operating results or financial
position.

The unaudited pro forma consolidated balance sheet at September
30, 2009 reflects these adjustments:

     1) Adjustment to remove property and equipment, net for the
        net book value of the sold properties.

     2) Assignment to purchaser or payoff of debt related to sold
        properties.

     3) Pay down of bank credit facility with proceeds from the
        transaction.

     4) Placement of $20 million in a restricted cash account for
        use in paying down other creditors in the future.  In
        addition, $2.5 million was placed in escrow for potential
        future indemnification liabilities.

     5) Net cash received from transaction after giving effect to
        the settlement of net working capital, paydown of bank
        credit facility, posting of required escrows and payment
        of transaction costs at September 30, 2009.

     6) Working capital associated with sold properties.

     7) To record indemnification liability cap of $5.0 million.
        The indemnification period is one year following the
        closing of the transaction.

     8) Reflect the approximate gain on the transaction before any
        tax effect.

The unaudited pro forma consolidated statements of operations for
the years ended December 31, 2008, 2007 and 2006 and for the nine
months ended September 30, 2009 reflect these adjustments:

     9) The elimination of revenues and expenses of properties
        sold in current transaction.

    10) The elimination of per share loss of properties sold in
        current transaction.

    11) The elimination of dispositions or expected dispositions
        classified as discontinued operations at September 30,
        2009 but included in continuing operations in historical
        statements.

    12) The reclassification of minority interest from continuing
        operations.

A full-text copy of the unaudited pro forma consolidated financial
statements of Sunrise Senior Living, Inc., as of and for the nine
months ended September 30, 2009, and the years ended December 31,
2008, 2007 and 2006, is available at no charge at
http://ResearchArchives.com/t/s?4a50

                     About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.

At Sept. 30, 2009, the Company had total assets of $1.096 billion
against total liabilities of $1.092 billion.  At Sept. 30, 2009,
Sunrise had a retained loss of $471.4 million and stockholders'
deficit of $87,000.  With non-controlling interest of
$4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.


SUNRISE SENIOR: Shareholders OK Six Directors, Ernst & Young
------------------------------------------------------------
Sunrise Senior Living, Inc., reports that each of the six director
nominees -- Glyn F. Aeppel, Thomas J. Donohue, David I. Fuente,
Stephen D. Harlan, J. Douglas Holladay and William G. Little --
were re-elected to new one-year terms during the Company's 2009
Annual Meeting of Stockholders held on November 18, 2009.

Shareholders also ratified the appointment of Ernst & Young LLP as
the Company's independent registered public accounting firm for
its fiscal year ending December 31, 2009.

The votes were tabulated and certified by American Stock Transfer
& Trust Company, the Company's transfer agent, who served as the
inspector of election appointed for the meeting.

There were a total of 50,972,275 shares of Sunrise common stock
outstanding on September 25, 2009, the voting record date for the
2009 Annual Meeting.  Of these, 43,567,496 shares were present in
person or by proxy at the annual meeting, which constituted a
quorum for the meeting.

The other directors whose terms of office as directors continue
after the 2009 Annual Meeting are Paul J. Klaassen, Lynn Krominga
and Mark S. Ordan.

                     About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.

At Sept. 30, 2009, the Company had total assets of $1.096 billion
against total liabilities of $1.092 billion.  At Sept. 30, 2009,
Sunrise had a retained loss of $471.4 million and stockholders'
deficit of $87,000.  With non-controlling interest of
$4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.


SURPLUS MANAGEMENT SYSTEMS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Surplus Management Systems, LLC
        38355 Shagbark Lane
        Wadsworth, IL 60083

Bankruptcy Case No.: 09-44337

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Gregory K. Stern, Esq.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  Email: gstern1@flash.net

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

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

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

The petition was signed by Andrew L. Young, managing member of the
Company.


TAVERN ON THE GREEN: Creditors Panel Joins Trademark Dispute
------------------------------------------------------------
The New York Times says Judge Allan L. Gropper of United States
Bankruptcy Court in Manhattan signed an order Friday allowing the
official committee of unsecured creditors in the case of Tavern on
the Green to participate in the trademark proceedings.

An article by Glenn Collins posted on NY Times Blog says the
creditors' counsel said New York city is so eager to have a new
operator take over the restaurant that it is willing to hand him
the rights to the name -- which may be worth millions of dollars
-- and to keep them from winning control of it in bankruptcy
court.

"New York City has completely disregarded the interests of
Tavern's creditors," said Norman N. Kinel, Esq., lawyer for the
unsecured creditors' committee, according to Mr. Collins.  "The
city has mounted a scorched-earth litigation battle against Tavern
and its creditors," he charged, "since the day the bankruptcy case
was filed" on September 9.

"We reject this notion," said Gerald Singleton, senior counselor
for the city law department, according to Mr. Collins.

The article notes the current operators of Tavern filed for
bankruptcy in September, after the city parks department granted
Dean J. Poll, who runs the Boathouse in Central Park, the right to
operate Tavern starting January 1.

The Times recalls Warner LeRoy, who died in 2001 at age 65 -- and
whose family now holds the license under the name Tavern on the
Green Limited Partnership -- trademarked the restaurant's name in
the 1980s.

According to the Times, the creditors' counsel said he was
especially concerned about "all the adverse publicity that the
city has generated," since "the public erroneously seems to be
under the impression that Tavern has shut down," when in fact it
will be open until after midnight on New Year's Eve.

"The city is trying to steal the Tavern name for the benefit of
Mr. Poll as a result of its own mishandling of the matter," Mr.
Kinel said in an interview, according to the Times.  Mr. Poll, Mr.
Kinel added, "now wants the name thrown in without having to pay
for it."

But the parks department statement in February "merely
acknowledges that there is a dispute over the trademark," Mr.
Singleton of the city said, according to the Times.

The creditors' committee "has looked at the merits of the trade-
name dispute and fully agrees" that Tavern is "the owner of the
name," Mr. Kinel said, according to the Times, "and its associated
goodwill."

The Times notes lawyers for Tavern originally asked Judge Gropper
to give the restaurant three months to auction off its fixtures
and furnishings.  The city wanted the auction to be held before
January 1, forcing the restaurant to close in December, its most
lucrative month.  According to the Times, Judge Gropper said from
the bench that he would prefer that the LeRoys have until the end
of January to sell the fixtures.

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.  Tavern on the Green is the second-highest grossing
restaurant in the U.S. in 2008.  It was founded in 1934 by New
York Parks Commissioner Robert Moses and the license was bought by
restaurateur Warner LeRoy in 1974.

The Company filed for Chapter 11 on September 9, 2009 (Bankr.
S.D.N.Y. Case No. 09-15450).  It listed assets and debts of as
much as $50 million each.


TAYLOR BEAN: Freddie Mac Sees at Least $500MM Exposure
------------------------------------------------------
Freddie Mac (formally known as the Federal Home Loan Mortgage
Corporation) on August 4, 2009, notified Taylor, Bean & Whitaker
Mortgage Corp. that Freddie Mac had terminated TBW's eligibility
as a seller and servicer for Freddie Mac, effective immediately,
and on August 24, 2009, TBW filed for bankruptcy and announced its
plan to wind down its operations.

Freddie Mac's initial estimate of the amount of net potential
exposure related to TBW's loan repurchase obligations is roughly
$500 million as of September 30, 2009.

Unrelated to Freddie Mac's potential exposure arising out of TBW
loan repurchase obligations, in its capacity as a servicer of
loans owned or guaranteed by Freddie Mac, TBW received and
processed certain borrower funds that it held for the benefit of
Freddie Mac.  TBW maintained certain bank accounts, primarily at
Colonial Bank, to deposit such borrower funds and to effect their
remittance to Freddie Mac.  Colonial Bank was placed into
receivership by the Federal Deposit Insurance Corporation on or
about August 14, 2009.  Freddie Mac filed a proof of claim
aggregating roughly $595 million against Colonial Bank on November
18, 2009.  The proof of claim relates to sums that remain, or
should remain, on deposit with Colonial Bank, or with the FDIC as
its receiver, which are attributable to mortgage loans owned or
guaranteed by Freddie Mac and previously serviced by TBW.  These
sums include, among other items, payoff funds, borrower payments
of mortgage principal and interest, as well as taxes and insurance
funds received by TBW on such loans.

Freddie Mac is currently assessing its other potential exposures
to TBW and is working with TBW, the FDIC and other creditors to
quantify these exposures.  At this time, Freddie Mac is unable to
estimate its total potential exposure related to TBW's bankruptcy;
however, the amount of additional losses related to such exposures
could be significant.

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

Freddie Mac narrowed its net loss to $5,013,000,000 for the
three months ended September 30, 2009, from a net loss of
$25,295,000,000 for the same quarter a year ago.  Freddie Mac
posted a net loss of $14,097,000,000 for the nine months ended
September 30, 2009, from a net loss of $26,263,000,000 for the
same period a year ago.

As of September 30, 2009, Freddie Mac had $866,601,000,000 in
total assets against $856,195,000,000 in total liabilities.  As of
September 30, 2009, Total Freddie Mac stockholders' equity was
$10,311,000,000; and Total equity was $10,406,000,000.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

                     About Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) provides diversified financial services, including
retail and commercial banking, wealth management services,
mortgage banking and insurance products.  The BancGroup derives
substantially all of its income from Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operates 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.

On August 14, 2009, Colonial BancGroup's banking unit Colonial
Bank, Montgomery, AL, was closed by the Alabama State Banking
Department and the Federal Deposit Insurance Corporation was named
receiver.  The FDIC sold most of the assets to Branch Banking and
Trust, Winston-Salem, North Carolina.  BB&T acquired $22 billion
in assets and assumed $20 billion in deposits of the Bank.

Colonial BancGroup filed for Chapter 11 bankruptcy protection on
August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP assist the Company in
its restructuring efforts.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.

                         About Taylor Bean

Taylor Bean & Whitaker Mortgage Corp., the 12th largest U.S.
mortgage lender and servicer of loans, filed for bankruptcy
protection on August 24 after being suspended from doing business
with U.S. agencies and Freddie Mac, the government-supported
mortgage company.  Taylor has blamed probes into one of its banks
for the suspensions.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).  Edward J. Peterson, III, Esq., at Stichter,
Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the
Debtor.  Troutman Sanders LLP is special counsel.  BMC Group Inc.
serves as claims agent.  Taylor Bean has more than $1 billion of
both assets and liabilities, and between 1,000 and 5,000
creditors, according to the bankruptcy petition.


THORNBURG MORTGAGE: Former CEO Faces Charges Sought by Trustee
--------------------------------------------------------------
Jonathan Stempel at Reuters reports that Joel Sher, Chapter 11
trustee for Thornburg Mortgage Inc., sued former Thornburg Chief
Executive and Financial Officer Clarence Simmons to force the
return of documents and computers files, which are property of the
estate.

The trustee relates that on Sept. 11, 2009, Mr. Simmons and others
were caught on camera removing about 40 boxes and two laptops from
the company in Santa Fe, New Mexico, Mr. Stempel says.  The
trustee was unable to retrieve the items, which are in the
possession of either the defendants or their lawyers, he notes.

The trustee said the contents of the boxes could have been altered
or removed, which would hurt the bankruptcy estate, Mr. Stempel
adds.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TIEGS FAMILY TRUST: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tiegs Family Trust
        31 N. Tejon St., Ste. 300
        Colorado Springs, CO 80903

Case No.: 09-35050

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge:?Elizabeth E. Brown

Debtor's Counsel: Julie B. Cliff, Esq.
                  Bettencourt Cliff, P.C.
                  4291 Austin Bluffs Pkwy., Ste. 104
                  Colorado Springs, CO 80918
                  Tel: (719) 465-2780
                  Fax: (719) 465-2781
                  Email: jbcliff@comcast.net

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 $16,655,259,
and total debts of $13,406,089.

The petition was signed by Darel A. Tiegs, the company's co-
trustee.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Alvin Cohen                Attorney fees          $10,000
Benjamin, Bain & Howard,
LLC

Arthur Porter              Legal Services         $3,785

Black Hills Energy         Gas                    $296

Board of County            Tamarisk spraying      $16,000
Commissioners-Fremont Co

Capital One                Ongoing business       $1,764
                           operations

Capital One                Ongoing business       $6,135
                           operations

Chase                      Ongoing business       $3,419
                           operations

Chase                      Ongoing business       $9,705
                           operations

Colorado Machinery         Equipment repairs      $3,500

Cullen A. Wheelock         Legal services         $1,900
Attorney at Law

Dale J. Hart               Certificate of Title   $50,000
                           to 1950 Fort           ($0
                           Convertible-VIN         unsecured)
                           #BOKC157049-
                           Title #14E452489

El Paso County Treasurer   Property taxes for     $8,338
                           1125 Cambrook
                           Court, Monument, CO

JA Cesare and Associates,  Gravel investigation   $1,548
Inc.                       drilling

John Roth                                         $260,000
c/o Scott J. Mikulecky
90 S. Cascade Ave.,
Ste. 1500
Colorado Springs, CO 80903

LWD, LLC                   Vacant land            $120,000
                           located at 200 Hwy     ($110,000
                           96 E, Boone, CO        unsecured)

Pueblo County Treasurer    Property taxes for     $2,700
                           62100 Hwy 96 E,
                           Boone, CO

Waldo I. Morris            Working capita for,    $500,000
4512 Lakeside Road         and subsequent loan
Marion, IA 52302           to, Bernard and
                           Todd Hansen

Waldo I. Morris            Working capital for,   $500,000
4512 Lakeside Road         and subsequent loan    ($0
Marion, IA 52302           to, Bernard and        unsecured)
                           Todd Hansen

Wes Brooks                 Accounting             $1,000
Brooks Financial Services,
Inc.

Zakhem Atherton            Legal services         $64,418


TRACEY MARTEL: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tracey D. Martel
        570 Creekwood Dr.
        Marietta, GA 30068

Bankruptcy Case No.: 09-90980

Chapter 11 Petition Date: November 23, 2009

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

Debtor's Counsel: Leon S. Jones, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: ljones@joneswalden.com

                  Leslie M. Pineyro, Esq.
                  Jones and Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: lpineyro@joneswalden.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 $1,397,175
and total debts of $1,239,858.

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

            http://bankrupt.com/misc/ganb09-90980.pdf

The petition was signed by Ms. Martel.


TRUMP CASINOS: Shareholders Want to Form Official Committee
-----------------------------------------------------------
A group of former shareholders is asking the Court to order the
appointment of an official unsecured creditors committee to
represent its interests in Trump Entertainment Resorts Inc.'s
Chapter 11 case, less than a week after Donald Trump agreed to a
reorganization plan with a committee of noteholders.

According to Bill Rochelle at Bloomberg, now that Donald Trump
gave up his plan and is supporting the competing plan formulated
by an ad hoc group of bondholders, the creditors urge the
Bankruptcy Court to appoint a statutory committee representing
unsecured creditors who would only receive what the creditors
describe as a "de minimus dividend."

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UAL CORP: Files Final Prospectus on Issuance of $810.3MM in EETCs
-----------------------------------------------------------------
UAL Corporation filed a final prospectus in connection with the
issuance of $810,337,000 of United Air Lines, Inc. 2009-2 Pass
Through Trusts, PASS THROUGH CERTIFICATES, SERIES 2, to be issued
by two separate pass through trusts to be formed by United.  Each
certificate will represent an interest in a pass through trust.
The certificates do not represent interests in or obligations of
United or any of its affiliates.

                                         Final
                                         Expected
   Pass Through     Face      Interest   Distribution  Price to
   Certificates     Amount    Rate       Date          Public
   ------------     ------    --------   ------------  --------
   Class A      $697,731,000    9.750%   Jan. 15, 2017   100%
   Class B      $112,606,000   12.000%   Jan. 15, 2016   100%

The proceeds from the sale of the certificates will initially be
held in escrow.  United intends to use the net proceeds to repay
at par all of the $493 million aggregate principal amount of the
equipment notes related to its outstanding 2000-2 EETC, and will
use the approximately $290 million of remaining net proceeds,
after accounting for all transaction-related fees and expenses,
for general corporate purposes.  As a result of this transaction,
principal payment obligations will be reduced in 2010 by
approximately $225 million and in 2011 by approximately
$175 million.

The equipment notes will be issued by United to finance 17 Airbus
aircraft and 20 Boeing aircraft owned by United.  Payments on the
equipment notes held in each pass through trust will be passed
through to the certificateholders of such trust.

Interest on the equipment notes held in the related pass through
trust will be payable on January 15 and July 15 of each year,
beginning on July 15, 2010.  Principal paid on the equipment notes
will be payable on January 15 and July 15 in scheduled years,
beginning on July 15, 2010.

Distributions on the certificates will be subject to certain
subordination provisions.

Goldman Sachs Bank USA will provide a liquidity facility for each
of the Class A and Class B certificates.  The liquidity facilities
are expected to provide an amount sufficient to pay up to three
semiannual interest payments on the certificates of the related
pass through trust.

The payment obligations of United under the equipment notes will
be fully and unconditionally guaranteed by UAL Corporation.  The
Class B certificates will be subject to transfer restrictions.
They may be sold only to qualified institutional buyers, as
defined in Rule 144A under the Securities Act of 1933, as amended,
for so long as they are outstanding.

J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and
Goldman, Sachs & Co. are acting as joint book-running managers for
the offering with Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC and Deutsche Bank Securities Inc. acting as a
co-managers, for the offering.

The underwriters and the aggregate face amounts of certificates
they intend to acquire are:

                                   Face Amount     Face Amount
                                   of Class A      of Class B
   Underwriters                    Certificates    Certificates
   ------------                    ------------    ------------
   J.P. Morgan Securities Inc.     $197,696,000     $31,908,000
   Morgan Stanley & Co. Inc.        197,696,000      31,907,000
   Goldman, Sachs & Co.             197,696,000      31,907,000
   Citigroup Global Markets Inc.     34,881,000       5,628,000
   Credit Suisse Securities (USA)    34,881,000       5,628,000
   Deutsche Bank Securities Inc.     34,881,000       5,628,000
                                   ------------    ------------
                 Total             $697,731,000    $112,606,000

A full-text copy of the final prospectus is available at no charge
at http://ResearchArchives.com/t/s?4a46

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?4a48

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UAL CORP: PAR Investment Raises Equity Stake to 8.04%
-----------------------------------------------------
PAR Investment Partners, L.P, PAR Group, L.P. and PAR Capital
Management, Inc., disclose their equity stake in UAL Corporation.

In a Schedule 13G/A filed with the Securities and Exchange
Commission on Monday, PAR said it holds 11,760,000 shares of
common stock of the Company as well as 1,642,403 shares of common
stock detailed as follows: (i) 570,705 shares of common stock
issuable to PAR upon conversion of $18,625,000 principal amount of
4.5% Convertible Notes due 6/30/21 at a conversion price of
$30.6419, and (ii) 1,071,698 shares of common stock issuable to
PAR upon conversion of $47,042,916 principal amount of 5.00%
Convertible Notes due 2/1/21 at a conversion price of $22.7813.
PAR has sole investment discretion and sole voting power of the
shares.

PAR said it holds an 8.04% equity stake in UAL.

Last week, PAR disclosed holding 11,760,000 shares or roughly
7.04% of UAL Common stock.

PAR is a private investment partnership engaging in the purchase
and sale of securities for its own account.  PAR Group, L.P. is a
Delaware limited partnership and the sole general partner of PAR.
PAR Capital Management, Inc., is a Delaware S Corporation and the
sole general partner of PAR Group.  The principal business of PAR
Capital is to act as the sole general partner of PAR Group.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UNIVERSAL CITY: Moody's Upgrades Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service upgraded Universal City Florida Holding
Co. II's Corporate Family Rating to B1 from B2 and Probability of
Default Rating to B1 from Caa1.  In addition, Moody's assigned
Universal City Development Partners, Ltd's ("Universal Orlando"
together with its parent UCFH) definitive ratings of Ba2 to its
senior secured revolving credit facility due 2013, Ba2 to its
senior secured term loan due 2014, B3 to its senior unsecured
notes due 2015 and B3 to its senior subordinated notes due 2016.
The previously assigned equivalent provisional ratings for these
debt instruments were all withdrawn.  The rating actions conclude
the review for upgrade initiated on October 23, 2009 and follow
Universal Orlando's completion of the tender offer for its
existing bonds, which completes the refinancing of its capital
structure.  The rating outlook is stable.

Upgrades:

Issuer: Universal City Florida Holding Co. II

  -- Corporate Family Rating, Upgraded to B1 from B2
  -- Probability of Default Rating, Upgraded to B1 from Caa1

Assignments:

Issuer: Universal City Development Partners, Ltd.

  -- $75 Million Senior Secured Revolver due 2013, Assigned Ba2,
     LGD2 - 23% [was (P)Ba2, LGD2 - 23%]

  -- $900 Million Senior Secured Term Loan due 2014, Assigned Ba2,
     LGD2- 23% [was (P)Ba2, LGD2- 23%]

  -- $400 Million Senior Unsecured Notes due 2015, Assigned B3,
     LGD5 - 81% [was (P)B3, LGD5 - 81%]

  -- $225 Million Senior Subordinated Notes due 2016, Assigned B3,
     LGD6 - 94% [was (P)B3, LGD6 - 94%]

Withdrawals:

Issuer: Universal City Florida Holding Co. II

  -- Senior Unsecured Notes due 2010, Withdrawn, previously rated
     Caa2, LGD4-59%

Issuer: Universal City Development Partners, Ltd.

  -- Senior Secured Bank Credit Facility due 2010, Withdrawn,
     previously rated Ba2, LGD1-5%

  -- Senior Unsecured Notes due 2010, Withdrawn, previously rated
     B2, LGD2-27%

Outlook Actions:

Issuer: Universal City Florida Holding Co. II

  -- Outlook, Changed to Stable from Rating Under Review

Issuer: Universal City Development Partners, Ltd.

  -- Outlook, Changed to Stable from Negative

The upgrades reflect the significant improvement in Universal
Orlando's liquidity position and meaningfully reduced near-term
default risk resulting from the November 2009 refinancing of its
entire debt capital structure, which would have otherwise matured
in 2010.  The company used the net proceeds from the senior
secured credit facility, senior unsecured notes and senior
subordinated notes to fund the tender offer of UCFH's $300 million
floating rate notes, UCFH's $150 million 8.375% notes, UDCP's
$500 million 11.75% notes, and repay UDCP's prior credit facility.

Moody's will also reassign Universal Orlando's CFR and PDR to UCDP
from UCFH shortly as all of UCFH's notes were redeemed in the
tender offer or will be retired at par via UCFH's call option.
UDCP and UCFH notified the trustees on November 23, 2009, that
they exercised the call option on any un-tendered notes and expect
to complete the retirement on December 23, 2009.  Moody's is also
withdrawing the ratings on UCDP's previous credit facility that
was retired in connection with the refinancing and is withdrawing
the ratings on the remaining $122.2 million UCDP and UCFH notes
maturing in 2010 as the notes were called for redemption.

The B1 CFR reflects Universal Orlando's strong consumer draw
created by the company's movie- and entertainment-themed rides and
attractions, tempered by concentration risk associated with the
single-site theme parks and reliance on cyclical discretionary
consumer spending.  Moody's expects debt-to-EBITDA to be at or
slightly above 6x (incorporating Moody's adjustments and an
estimate of the Spielberg put obligation in debt) into 2010, which
weakly positions the company within the B1 CFR category.

Moody's anticipates that Universal Orlando will maintain
sufficient cushion under the financial maintenance covenants in
its credit facility to weather the current economic downturn, and
this is a key factor supporting the B1 CFR and the stable rating
outlook.  Universal Orlando has invested in meaningfully in new
rides and attractions recently and Moody's believes earnings will
improve once the Wizarding World of Harry Potter -- the largest of
the new attractions -- opens in 2010 and the economy stabilizes
over the next several years.  Moody's expects earnings improvement
along with modest debt reduction will prevent debt-to-EBITDA from
being sustained over 6.0x.

Moody's last rating action on Universal Orlando occurred on
October 23, 2009, when it placed company's CFR and PDR on review
for possible upgrade and assigned provisional ratings to UCDP's
proposed credit facility and notes.

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

UCDP, headquartered in Orlando Florida, operates the Universal
Studios Florida, Universal Islands of Adventure theme parks and
Universal CityWalk Orlando, a dining, retail and entertainment
complex.  The company is a 50-50 joint venture of Blackstone
Capital Partners and a wholly-owned subsidiary of Vivendi
Universal Entertainment LLP (a subsidiary of NBC Universal).
Annual revenue is approximately $816 million for the 12 months
ended September 2009.


VIANT HOLDINGS: S&P Puts 'B' Ratings on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' counterparty
credit rating on Viant Holdings Inc. remains on CreditWatch, where
it was placed on Aug. 5, 2009, with positive implications.

S&P originally placed Viant's ratings on CreditWatch with positive
implications following the announcement that it had entered into
an agreement to be acquired by MultiPlan Inc., a key competitor in
the healthcare cost-management subsector.  At the time, S&P's
CreditWatch placement was predicated on S&P's lack of clarity
surrounding details such as the merger's financial terms,
potential management changes, integration plan, and prospective
financial policy.  However, based on S&P's preliminary analysis,
S&P also believed that the merger would ultimately be a credit-
enhancing event for Viant because of MultiPlan's stronger market
position and financial profile.

"Since then, S&P has met with the combined senior management team
to address these issues, but the current delay in the merger
closing -- originally scheduled to occur by year-end 2009 --
causes us to keep the ratings on CreditWatch," said Standard &
Poor's credit analyst James Sung.

The company is still seeking regulatory approval from the
Department of Justice and S&P believes that this could resolve
itself within three months.  However, should it become clear that
the merger will be delayed beyond that timeframe, S&P could revise
the outlook to positive to reflect the longer-term time horizon
for Viant's potential ratings upgrade.

Viant's third-quarter results are consistent with S&P's rating
expectations.  Through Sept. 30, 2009, Viant reported total
revenues of $176 million and adjusted EBITDA of more than
$71 million, which puts it in line with S&P's expectations for
full-year 2009 total revenues of $240 million-$250 million and
adjusted EBITDA of at least $90 million.  As of Sept. 30, 2009,
the company's key credit metrics were also consistent with the
rating category as well as loan covenant requirements.

S&P intends to resolve the CreditWatch status as the merger
process progresses over the next three months.


WICK BUILDING: To Restructure Division Under Chapter 11
-------------------------------------------------------
Karen Rivedal at madison.com reports that Wick Building Systems
made a voluntary filing under Chapter 11 of the U.S. Bankruptcy
Code to restructure one division while shutting down two others
and cutting 259 jobs in Mazomanie and Marshfield.

Ms. Rivedal says the Company informed the Department of Workforce
Development about the shutdown.

The Company recently made the hard decision to close our housing
divisions after a catastrophic decline in the housing market, A
company officer.  Losses in the housing industry made our balance
sheet unsustainable, Ms. Rivedal quotes a company officer as
saying.

Based in Mazomanie, Wisconsin, Wick Building Systems --
http://www.wickbuildings.com/-- is a commercial and residential
developer.


WICK BUILDING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Wick Building Systems, Inc.
        406 Walter Road
        Mazomanie, WI 53560

Bankruptcy Case No.: 09-17978

Chapter 11 Petition Date: November 23, 2009

Court: United States Bankruptcy Court
       Western District of Wisconsin,
       http://www.wiw.uscourts.gov(Madison)

Judge: Chief Judge Robert D. Martin

Debtor's Counsel: Catherine J. Furay, Esq.
                  33 East Main Street
                  P.O. Box 2038, Suite 500
                  Madison, WI 53701-2038
                  Tel: (608) 257-7181
                  Email: cfuray@murphydesmond.com

                  Christopher G. Rendall, Esq.
                  33 E. Main Street, Ste 500
                  P.O. Box 2038
                  Madison, WI 53701
                  Tel: (608) 257-7181
                  Email: crendall@murphydesmond.com

                  James D. Sweet, Esq.
                  Murphy Desmond S.C.
                  33 East Main Street Suite 500
                  P.O. Box 2038
                  Madison, WI 53701-2038
                  Tel: (608) 257-7181
                  Fax: (608) 257-4333
                  Email: jsweet@murphydesmond.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 Jeffrey W. Wick, president of the
Company.


WILLIAM LYON: S&P Raises Corporate Credit Rating to 'CCC'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on William Lyon Homes to 'CCC' from 'CCC-' and removed it
from CreditWatch, where it was placed with positive implications
on Oct. 30, 2009.  At the same time, S&P raised its rating on the
company's senior unsecured notes to 'CC' from 'D'.  The outlook is
developing.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding.  "However,
this privately held homebuilder remains very highly leveraged and
may face challenges repaying or refinancing intermediate-term debt
maturities if its business prospects don't improve in the
interim."

The revised outlook reflects S&P's belief that operating
conditions seem to be firming and the company now appears to have
the capital to build out several potentially profitable
communities.  S&P would raise its rating if operating losses
continue to narrow and it appears that the company will be able
make opportunistic investments while maintaining sufficient
capital to meet near-term financial obligations.  Conversely, S&P
would lower S&P's rating if covenant and liquidity pressures
reemerge, perhaps as a consequence of an unexpected second deep
downturn in the housing market.


WRT ENERGY: Goldin Settles Spat Over WRT Liquidation Trust
----------------------------------------------------------
Law360 reports that turnaround consulting firm Goldin Associates
LLC has agreed to pay $287,500, along with certain attorneys' fees
and expenses, to settle allegations that it breached its fiduciary
duties as overseer of WRT Energy Corp.'s liquidation trust.


XOMA LTD: Reports Net Income of $1.5 Million in Q3 2009
-------------------------------------------------------
XOMA Ltd. has reported its financial results for the third quarter
and nine months ended September 30, 2009.

The company reported net income $1.5 million or $0.01 per share in
the 2009 third quarter, compared with a net loss of $20.4 million,
or $0.15 per share, for the third quarter of 2008.  The
improvement was primarily due to increased revenues as a result of
the sale of the LUCENTIS(R) royalty interest and decreased
operating expenses.

Total revenues in the 2009 third quarter were $27.4 million,
compared to $7.9 million in the 2008 third quarter.

Total operating expenses were $20.6 million in the 2009 third
quarter, compared with $26.4 million for the third quarter of
2008.  This decrease was primarily due to reduced expenses arising
from the workforce reduction in January 2009, particularly in
manufacturing and related areas and associated selling, general
and administrative support, as well as multiple cost control
initiatives.

"We are excited about the new cardiovascular results from
preclinical and clinical studies with XOMA 052 and other IL-1
targeting agents and our expanded strategy for XOMA 052 in
cardiovascular diseases.  This adds substantial value to XOMA 052.
We are also pleased to have exceeded expectations for generating
revenues during the first three quarters of this year," said
Steven B. Engle, XOMA's Chairman and Chief Executive Officer.
"Based on our cash reserves, anticipated revenues from
collaborations including a XOMA 052 corporate partnership,
licensing transactions and biodefense contracts, we believe XOMA
has sufficient cash resources to meet its anticipated net cash
needs into 2011.

"We continue to make progress in our discussions with potential
partners," Mr. Engle continued.  "Importantly, new cardiovascular
results combined with previous data greatly increase the value of
XOMA 052.  As a result, partners need additional time to review
the new data.  As might be expected, with our financial
flexibility and depending on ongoing discussions, we may complete
a partnership in the original time frame, or it may take some
additional time for partners to fully value XOMA 052's potential
beyond diabetes."

XOMA's total revenues in the third quarter of 2009 included
$22.3 million in royalty income, $3.7 million in contract and
other revenue, and $1.4 million in license and collaborative fees.
In the 2008 third quarter, revenues included $4.6 million in
royalties, $2.0 million in contract and other revenue, and
$1.3 million in license and collaborative fees.  The increase in
royalty revenue was primarily due to the sale to Genentech of
XOMA's royalty interest in LUCENTIS(R).

                 Liquidity and Capital Resources

Cash, cash equivalents and short-term investments at September 30,
2009 was $27.7 million compared with $10.8 million at December 31,
2008.

Cash provided by operating activities during the first nine months
of 2009 was $11.5 million compared with cash used in operating
activities of $35.8 million during the first nine months of 2008.
This change is primarily due to license and collaborative fees and
the sale of the LUCENTIS(R) royalty interest to Genentech.

                       Going Concern Doubt

The Company has incurred significant operating losses and negative
cash flows from operations since the Company's inception.

Ernst & Young LLP, the Company's independent registered public
accounting firm, included in their report for the Company's fiscal
year ended December 31, 2008, a qualification with respect to the
Company's ability to continue as a going concern.  The accounting
firm said the Company has recurring operating losses, and has a
long-term loan balance of $50.4 million, where, under certain
circusmtances, the obligation to repay this debt could be required
in 2009.

                         About XOMA Ltd.

XOMA Ltd. (NASDAQ: XOMA) -- http://www.xoma.com/-- is a leader in
the discovery, development and manufacture of therapeutic
antibodies designed to treat inflammatory, autoimmune, infectious
and oncological diseases.  The Company's proprietary development
pipeline includes XOMA 052, an anti-IL-1 beta antibody, XOMA 3AB,
a biodefense anti-botulism antibody candidate, and five antibodies
in preclinical development.  In addition to developing its own
potential products, the Company  develop products for premier
pharmaceutical companies including Novartis AG, Takeda
Pharmaceutical Company Limited and Schering-Plough Research
Institute.


* FDIC's "Problem" List at 16-Year High; 552 Banks on List
----------------------------------------------------------
The Federal Deposit Insurance Corp. said in its Quarterly Banking
Profile released November 24 that the number of insured
institutions on the agency's "Problem List" rose from 416 to 552
during the quarter, and total assets of "problem" institutions
increased from $299.8 billion to $345.9 billion.  Both the number
and assets of "problem" institutions are now at the highest level
since the end of 1993.

Total assets of the nation's 8,099 FDIC-insured commercial banks
and savings institutions decreased by $54.3 billion (0.4%) during
the third quarter of 2009.  Total deposits increased by $79.8
billion (0.9%) during the quarter, primarily due to activity in
foreign offices, which was up $81.9 billion (5.6%).

FDIC's deposit insurance fund (DIF) decreased by $18.6 billion
during the third quarter to a negative $8.2 billion primarily
because of $21.7 billion in additional provisions for bank
failures.  Also, unrealized losses on available-for-sale
securities, combined with operating expenses, reduced the fund by
$1.1 billion.  Accrued assessment income added $3.0 billion to the
fund during the quarter, and interest earned, combined with
realized gains from sale of securities and surcharges from the
Temporary Liquidity Guarantee Program, added $1.2 billion.

Fifty insured institutions with combined assets of $68.8 billion
failed during the third quarter of 2009, the largest number since
the second quarter of 1990 when 65 insured institutions failed.
Ninety-five insured institutions with combined assets of $104.7
billion failed during the first three quarters of 2009, at a
currently estimated cost to the DIF of $25.0 billion.  As of
November 20, the list has risen to 124.

The DIF's reserve ratio was negative 0.16% on September 30, 2009,
down from 0.22% on June 30, 2009, and 0.76% one year ago. The
September 30, 2009, reserve ratio is the lowest reserve ratio for
a combined bank and thrift insurance fund since June 30, 1992,
when the ratio was negative 0.20%.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Today's report shows that while bank and thrift earnings
have improved, the effects of the recession continue to be
reflected in their financial performance," FDIC Chairman Sheila
Bair said in a November 24 statement.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number  Assets (Mil)
  ----           ------  ------------      ------  ------------
  Q3'09             552      $345,900          50        $68,800
  Q2'09             416      $299,800          24        $26,400
  Q1'09             305      $220,047          21         $9,498
  2008              252      $159,405          25       $371,945
  2007               76       $22,189           3         $2,615
  2006               50        $8,265           0             $0
  2005               52        $6,607           0             $0
  2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Sept. 30, 2009, is available for free at:

        http://bankrupt.com/misc/FDIC_QBP_Q3_09.pdf


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 27-29, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Distressed Investing Conference, Bellagio, Las Vegas
        Contact: http://www.turnaround.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

April 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York, NY
        Contact: http://www.turnaround.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

October 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: October 26, 2009



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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