TCR_Public/091126.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 26, 2009, Vol. 13, No. 327

                            Headlines

24 HOUR: Moody's Affirms Corporate Family Rating at 'B2'
ABITIBIBOWATER INC: Committee Challenge Period Extended to Feb. 3
ABITIBIBOWATER INC: Belt Power, et al., Sell Claims to Sierra
ABITIBIBOWATER INC: To Pay Augusta When It Has Cash Shortage
ACCREDITED HOME: Obtains Dec. 31 Extension for Plan Filing

ADVANCED MICRO: To Close $500 Million Notes Offering on Nov. 30
ADVANTA CORP: U.S. Trustee Appoints 5-Member Creditors Committee
AFFINITY GROUP: Lenders Move Interest Payment Date to Dec. 1
ALERIS INTERNATIONAL: Updates Rule 2015.3 Report
ALL LAND INVESTMENTS: Section 341(a) Meeting Set for December 8

AMERICAN INT'L: Settles Disputes with Former Chairman Greenberg
AMERICAN INT'L: Adjusts CFO Herzog, 2 Execs Compensation
AMERICAN INT'L: Bachus Requests Information on Creditors
AMERICAN INT'L: Unit Employees May Depart If Bonuses Aren't Paid
ASHLAND INC: Moody's Gives Stable Outlook, Affirms 'Ba3' Ratings

ASSET RESOLUTION: Case Transferred to Nevada Bankruptcy Court
BANK OF AMERICA: Deutsche Bank, BNP Sue for Nonpayment of Notes
BANK OF AMERICA: Fitch Corrects Preferred Stock Rating to 'B+'
BEAZER HOMES: Norma Provencio Joins Board of Directors
BERNARD MADOFF: Proposed Probe of Liquidator Denied

BIG SKY: Affiliates Receive CCAA Stay Order
BLACK GAMING: S&P Withdraws 'D' Corporate Credit Rating
BONTEN MEDIA: Moody's Reviews 'Caa1' Rating for Possible Cut
BOSTON & MAINE: Boston Transit Body Can't Recoup Railroad Costs
BRIDGEVIEW AEROSOL: U.S. Trustee Picks 7-Member Creditors Panel

CALFRAC WELL: Moody's Downgrades Corporate Family Rating to 'B1'
CAMARGO CORREA: Fitch Assigns Issuer Default Rating at 'BB'
CAPMARK FINANCIAL: Proposes to Assign $50MM Loan Commitment
CAPMARK FINANCIAL: Proposes to Sell Outstanding Shares in Premier
CAPMARK FINANCIAL: Gets OK to Sell Mortgage Biz. to Berkshire

CAPMARK FINANCIAL: US Trustee Balks at Prepetition Claims Payment
CATALYST PAPER: Exchange Offer Cues Moody's to Junk Ratings
CATALYST PAPER: Reaches Arbitration Settlement with Island Cogen
CENTRAL KANSAS: Gets Interim OK to Hire Redmond as Bankr. Counsel
CENTRAL KANSAS: Sec. 341 Meeting Set for December 7

CHADWICK PRATER: Files for Chapter 11 Bankruptcy in Nashville
CHAMPION ENTERPRISES: Financing, Cash Collateral Use Interim OK
CHARTER COMMUNICATIONS: District Court Also Won't Stop Exit Plan
CHEMTURA CORP: Balks at Shareholders' Objection to Deloitte
CHEMTURA CORP: Creditors Transfer Claims Totaling $2.37MM

CHEMTURA CORP: Pentair Wants Great Lakes to Give Up Documents
CHRYSLER LLC: Gets Nod for Claim Settlement Procedures
CHRYSLER LLC: Gets Nod for Funding Arrangement for Wind-Down
CHRYSLER LLC: New Chrysler May Lose Over 100 Dealerships
CHRYSLER LLC: Wants Plan Exclusivity Until December 30

CIENA CORP: S&P Downgrades Corporate Credit Rating to 'B'
CIMINO BROKERAGE: Case Summary & 20 Largest Unsecured Creditors
CITADEL DIVERSIFIED: Blue Ribbon Named Administrator for 2 Funds
CITIZENS REPUBLIC: Fitch Cuts Issuer Default Ratings to 'B'
CLEARWIRE ESCROW: Moody's Assigns 'Caa1' Rating on $920 Mil. Notes

COACHMEN INDUSTRIES: Has Exclusive Rights to Wick's Home Designs
COMMERCIAL VEHICLE: S&P Assigns 'CCC' Senior Unsecured Debt Rating
CONEXANT SYSTEMS: Swaps $3.3 Million in Bond Debt for Equity
COREL CORP: Amends Solicitation Statements, Discusses Vector Deal
COUNTRY COACH: Must Reach Deal With McCombs to Avert Liquidation

DECODE GENETICS: Proposes Polaris/ARCH-Led Auction for Assets
DECODE GENETICS: Gets Court Nod to Hire DCA as Claims Agent
DECODE GENETICS: Gets Court's Approval for First Day Motions
DECODE GENETICS: Gets Delisting Notice From Nasdaq; to Appeal
DELTA AIR LINES: Expands Omni Air Maintenance Relationship

DELTA AIR LINES: Files Prospectus on Pass Through Trusts
DELTA AIR LINES: Lord Abbett Holds 4.74% Equity Stake
DOMTAR CORP: S&P Changes Outlook to Positive; Affirms 'BB' Rating
DUBAI WORLD: Seeks 6-Month Standstill on Debt; Deloitte on Board
DUBAI WORLD: S&P Cuts Ratings on Several Gov't-Related Entities

ECO2 PLASTICS: Files Voluntary Chapter 11 Petition
ECO2 PLASTICS: Case Summary & 20 Largest Unsecured Creditors
EMPIRE RESORTS: Has Default Notice from Bank of New York Mellon
ERNIE LEE JACOBSEN: Wants Schedules Filing Extended Until Dec. 8
ESCADA AG: Deutschland Unit Applies for Insolvency Proceedings

ESCADA AG: US Unit Wants March 15 Lease Decision Deadline
ESCADA AG: US Unit Wants Plan Exclusivity Until March 15
EXTENDED STAY: Appeals BoA Lawsuit Transfer Ruling
EXTENDED STAY: Appeals Line Trust Lawsuit Transfer Ruling
EXTENDED STAY: Bankr. Jurisdiction on Five Mile Suit Questioned

FIRST REPUBLIC: Fitch Changes Watch on Note Ratings to Negative
FORUM HEALTH: Can Weigh Asset's Future Until December 14
FREDDIE MAC: Files October 2009 Monthly Volume Summary
GLOBAL ENERGY: Files for Chapter 11 Protection
GSL DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors

GTC BIOTHERAPEUTICS: NASDAQ Compliance Date Moved to March 2010
HOLDINGS GAMING: S&P Junks Corporate Credit Rating From 'B-'
HYPERDYNAMICS CORP: Receives NYSE Amex Noncompliance Letter
INERTIA LLC: Voluntary Chapter 11 Case Summary
INTERTAPE POLYMER: Files 2002-2008 Annual Reports for Savings Plan

INTERTAPE POLYMER: Reports $2 Mil. Net Earnings for Sept. 30 Qtr
ION MEDIA: Bankruptcy Court Enters Order Confirming Ch. 11 Plan
JACO FOODS: Sec. 341 Meeting Set for December 14
JACO FOODS: List of 20 Largest Unsecured Creditors
JAMES YMSON: Case Summary & 12 Largest Unsecured Creditors

JIM PALMER: Sells Assets to Two Chicago Businessmen
JPP INC: Voluntary Chapter 11 Case Summary
KIRKLAND HUTCHESON: Case Summary & 20 Largest Unsecured Creditors
LANDAMERICA FIN'L: Court Confirms Chapter 11 Plan
LANDAMERICA FIN'L: OneStop in Chapter 11 to Complete Wind-Down

LANDAMERICA FIN'L: OneStop Files Disclosure Statement
LEHMAN BROTHERS: Crown Bank Has Go Signal to Pursue Suit
LEHMAN BROTHERS: HK Liquidators Bring US$11.7 Bil. Claim
LEHMAN BROTHERS: LBI Trustee Has Pact With Large Cap Fund
LEHMAN BROTHERS: Metavante Brings Swap Dispute to District Court

LEHMAN BROTHERS: Told It Can Tap $15M Excess D&O Policy
LEXINGTON PRECISION: U.S. Trustee Amends 7-Member Creditors Panel
LIFE SCIENCES: Consummates Going Private Transaction with Lion
MAJESTIC STAR: Receives Approval of First Day Motions
MAJESTIC STAR: Moody's Withdraws HoldCo's "D" PDR

MAJESTIC STAR: Updated Case Summary & 20 Largest Unsec. Creditors
MEDICAL CONNECTIONS: Reports $1.9-Mil. Net Loss for Q3 2009
MERITAGE HOMES: S&P Affirms Corporate Credit Rating at 'B+'
MERRIMAN CURHAN FORD: Receives NASDAQ Noncompliance Notice
MESABA AVIATION: In Forma Pauperis Requests Not Secret in 8th Cir.

METRO-GOLDWYN-MAYER: Tests Market; Inks Confidentiality Deals
MGM MIRAGE: Dubai World Restructuring Won't Affect CityCenter
MHG CASA MADRONA: Has Until March 2010 to Stabilize Finances
MIDWAY GAMES: Plan Exclusivity Extended Until Dec. 29
MOMENTIVE PERFORMANCE: Seeks Loan Amendments; Sells 1st-Lien Notes

MORIN BRICK: Hearing on Case Conversion Scheduled for December 22
MORIN BRICK: Plan Distribution to Be Funded from Avoidance Actions
MOTEL 4 BAPS: Case Summary & 8 Largest Unsecured Creditors
NEW CENTURY COS: Posts $21.3 Million Net Loss for Q3 2009
NEW CENTURY COS: Smithline, CAMOFI Report 0.4% Equity Stake

NEW ENERGY SYSTEMS: Acquires Anytone for $33.7MM in Cash, Stock
NEWPORT PARTNERS: Amends Forbearance Agreement with Lenders
NICE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Ericsson Wins Auction for GSM Business
NORTHERN STATES: Defers Payments on Trust Preferred Securities

NOVELOS THERAPEUTICS: Reports $2.7 Million Net Loss for Q3 2009
PARALLEL PETROLEUM: Apollo Affiliate Completes Acquisition
PCS EDVENTURES: Has $431,000 Net Comprehensive Loss for Sept. Qtr
PENN TRAFFIC: To Close 53 Stores February; 4,000 to Lose Jobs
PETROLEUM DEVELOPMENT: Moody's Holds 'B2' Corporate Family Rating

PILGRIM'S PRIDE: Proposes Jan. 31 Extension of DIP Loans
PILGRIM'S PRIDE: Proposes Settlement With FLSA SC Plaintiffs
PILGRIM'S PRIDE: Reclamation Claims Subordinated by Lenders' Liens
PILGRIM'S PRIDE: Seeks to Access Cash Collateral Until Jan. 31
PRISCILLA HWANG LEE: Chapter 15 Case Summary

PROPEX INC: Court Awards $10.8 Mil. in Professional Fees
PROPEX INC: Liquidating Trustee Begins Omnibus Claims Objections
PROTOSTAR LTD: Satellite Asset Distribution Challenged
QUESTEX MEDIA: Has Court Nod to Sell Assets to Senior Lenders
RANCHER ENERGY: Gets Interim OK to Access GasRock Cash Collateral

RAYMOND CHO-MIN LEE: Chapter 15 Case Summary
READER'S DIGEST: Bankruptcy Court to Approve Plan Outline
READER'S DIGEST: Files 2nd Amended Reorganization Plan
REFCO INC: LLC Trustee Seeks Final Allowance Of $28MM Commission
REFCO INC: Plan Admin. Wants June Claims Objection Deadline

REFCO INC: Stipulation Resolving Refco LLC Trading Accounts Issues
RENEE FERESI: Case Summary & 2 Largest Unsecured Creditors
RENT-A-CENTER INC: Moody's Upgrades Corp. Family Rating to 'Ba2'
REVLON INC: RCPC Unit Completes 9-3/4% Senior Notes Offering
ROCK-TENN CO: S&P Raises Corporate Credit Rating From 'BB+'

ROOSEVELT LOFTS: BoA Wants Chapter 11 Case Terminated
ROTHSTEIN ROSENFELDT: Scott Rothstein Loses Law License
SAN PASQUAL: Moody's Affirms Corporate Family Rating at 'B2'
SEMGROUP LP: CCAA Court Sanctions Canadian Debtors' Plans
SEMGROUP LP: Crown Energy Wants Trial on Treatment of Claim

SEMGROUP LP: Samson Entities Want Amendments to Plan Order
SEMGROUP LP: Targets Bankruptcy Exit by November 30
SOUTHEAST BANKING: Wants Plan Effective Date Extended 'Til Dec. 31
SPRINT NEXTEL: Completes Virgin Mobile Merger Transaction
STANDARD PACIFIC: S&P Gives Positive Outlook; Keeps 'CCC+' Rating

STANT PARENT: Wants Ch. 11 Plan Filing Extended Until January 25
TRIBUNE CO: Lenders Propose to Reorganize Media Assets
TRUMP ENTERTAINMENT: Beal Opposes Donald Trump-Noteholders Deal
TXCO RESOURCES: Sues Delta Petroleum Over Oil Leases
VERASUN ENERGY: Dyer & Berens LLP Files Class Action Lawsuit

VERMILLION INC: Files Plan, Offers to Return 100% to Creditors
VIRGIN MOBILE: Completes Sprint Nextel Merger Transaction
VIRGIN MOBILE: Sprint Nextel Merger Cues S&P to Withdraw Ratings
WAYTRONX INC: Reports $1.3 Million Net Loss for Sept. 30 Quarter
WHITNEY DESIGN: Imposed Levy Prompts Chapter 11 Filing

WILLIAM BELLAMY: Case Summary & 13 Largest Unsecured Creditors
WILLIAMS COS: S&P Corrects Ratings on Two Deals to 'BB+' From BBB-
WINDSTREAM CORP: Moody's Affirms 'Ba2' Corp. Family Rating
WINDSTREAM CORP: S&P Downgrades Corporate Credit Rating to 'BB'
YANKEE CANDLE: S&P Gives Stable Outlook; Affirms 'B2' Ratings

* Consumer, Business Bankruptcies Reach Highest Level Since 2005
* Fitch Sees Another Round of Autoparts Supplier Bankruptcy
* FDIC Chair Wants Secured Creditors to Pay in Bank Failures
* Junk Bond Sales Show Aggressive Lending Re-emerging, BofA Says

* Bibby Financial Providing DIP Financing

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                            *********

24 HOUR: Moody's Affirms Corporate Family Rating at 'B2'
--------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of 24 Hour Fitness Worldwide, Inc., and changed the rating outlook
to negative from stable.

The negative outlook reflects weak credit metrics for the rating
category, tightening headroom under credit facility financial
covenants and the need to refinance the secured credit facility
prior to the maturity of the revolver in 2011 and term loan in
2012.

"The company's profitability during 2009 has been negatively
affected by the severe recession in the US and constrained access
to credit by consumers.  24 Hour Fitness has experienced a
significant decline in personal training revenues while credit
card rejections and customer attrition rates have grown" stated
Lenny Ajzenman, Senior Vice President.

The B2 corporate family is supported by the company's large base
of profitable fitness clubs in leading markets, solid new member
enrollments, aggressive cost reduction and efficiency initiatives
and the expectation that revenues and profitability will modestly
increase in 2010 as the US economy improves and newer clubs
mature.

These ratings (assessments) were affirmed:

  -- Corporate Family Rating, B2

  -- Probability of Default rating, B2

  -- $100 million Revolving Credit Facility due 2011, Ba3 (LGD 3,
     31%)

  -- $600 million Term Loan B Facility due 2012, Ba3 (LGD 3, 31%)

The last rating action on 24 Hour Fitness was on April 1, 2009 at
which time Moody's affirmed the B2 Corporate Family Rating and
maintained a stable outlook.

24 Hour Fitness is the largest owner and operator of fitness clubs
in the United States.  Reported revenues for the twelve months
ended September 30, 2009, were approximately $1.3 billion.


ABITIBIBOWATER INC: Committee Challenge Period Extended to Feb. 3
-----------------------------------------------------------------
AbitibiBowater Inc. has approval from the U.S. and Canadian courts
of a US$270 million securitization program, which Citibank, N.A.
and Barclays Capital Inc., led as joint lead arrangers.  The
program provides the Company with the liquidity necessary to
conduct ongoing business operations during AbitibiBowater's
restructuring and allows the previously court-authorized sale of
receivables and related rights to continue.

AbitibiBowater also has approval to borrow and obtain extensions
of credit up to $360,000,000, under a Senior Secured Superpriority
Debtor-in-Possession Credit Agreement, dated as of April 21, 2009,
with Fairfax Financial Holdings Ltd. and Avenue Investments, L.P.,
as initial lenders, and Law Debenture Trust Company of New York,
as administrative and collateral agent.  The Debtors will use the
proceeds of the DIP Facility for (i) working capital, (ii) other
general corporate purposes, (iii) payment of related transaction
costs, fees and expenses, and (iv) costs associated with
administration of the Debtors' cases.

To recall, the Official Committee of Unsecured Creditors in
AbitibiBowater Inc.'s Chapter 11 cases stipulated with Wachovia
Bank, N.A., The Bank of Nova Scotia and Law Debenture Trust
Company of New York for the extension of the period within which
the Committee may challenge the stipulations, admissions and
released in the Final Securitization Order, solely as they relate
to the Term Loan creditors and Term Loan Documents relating to
Abitibi- Consolidated Company of Canada through November 9, 2009.

Pursuant to a further stipulation among the Creditors' Committee,
Wachovia Bank, Nova Scotia and Law Debenture Trust, the Court has
authorized a further extension of the Investigation Deadline
through February 3, 2010.

The Investigation Deadline may be terminated on a 30-day prior
notice to the Creditors' Committee.

The Court approved the stipulation between the Creditors Committee
and Wells Fargo National Association to further extend the
Challenge Deadline (i) through December 6, 2009, and (ii) through
February 3, 2010, as it relates to certain applicable matters.

                     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: Belt Power, et al., Sell Claims to Sierra
-------------------------------------------------------------
These parties notified the Bankruptcy Court and parties-in-
interest that they absolutely and unconditionally sold, conveyed
and transferred all their right, title, benefit and interest in
these claims against AbitibiBowater Inc., totaling $85,708, to
Sierra Liquidity Fund LLC:

  Transferor                             Claim No.   Claim Amount
  ----------                             ---------   ------------
Belt Power LLC                          undisclosed    $27,700
Belt Power LLC                          undisclosed     24,056
Presence From Innovation, LLC           undisclosed     11,061
Presence From Innovation, LLC           undisclosed     11,053
Pumps Parts & Service, Inc.             undisclosed      6,907
Air Compressor Sales of Atlanta, Inc.   undisclosed      4,363
Belt Power LLC                          undisclosed        568

                     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: To Pay Augusta When It Has Cash Shortage
------------------------------------------------------------
To recall, Augusta Newsprint Company sought payment from the
Debtors of its $9,246,580 administrative expense claim on account
of finished newsprint delivered to, and received by, the Debtors
within the 20-day period before the Petition Date, for goods it
supplied to Abitibi Consolidated Sales Corporation pursuant to
long-standing contractual arrangement.

While the Debtors do not object to Augusta Newsprint's
request for payment of the Claim, they contend that immediate
payment of an administrative priority claim under Section
503(b)(9) of the Bankruptcy Code is 'exceptional relief' which
Augusta Newsprint has not justified.

William G. Harvey, senior vice president and chief financial
officer at AbitibiBowater, Inc., affirmed that Augusta
Newsprint's cash flow "will be adequate to enable it to operate
comfortably in the ordinary course without the immediate payment
of its [Claim]."

In a separate statement, Pauline K. Morgan, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
reiterated that the Debtors, as the managing partner and 52.5%
owner of the Augusta Newsprint, "are confident that the Augusta
Newsprint will have sufficient working capital to operate
comfortably in the future without immediate payment of its
503(b)(9) Claim."

Ms. Morgan, however, said that if Augusta Newsprint unexpectedly
experiences a temporary cash flow shortage, so long as the Claim
remains outstanding, ACSC will make advance payment of amounts
coming due for purchased product to address any shortfall.
Specifically, she elaborated, if the Augusta Newsprint's cash
balance falls below $6 million for a period of more than two
business days at any point in time while the $9.25 million
prepetition claim remains unpaid, ACSC will make advance payments
to Augusta Newsprint to increase Augusta Newsprint's cash balance
to at least $6 million.

"This accommodation addresses the Augusta Partnership's cash flow
concerns, while also respecting ACSC's duties as a Chapter 11
Debtor," Ms. Morgan averred.

                    Paw Paw Partners, et al.
                 Seek Payment of Admin. Claims

Pursuant to Section 503(b)(9) of the Bankruptcy Code, these
parties ask the Court to direct the Debtors to satisfy their
administrative claims on account of goods delivered to the
Debtors within 20 days of the Petition Date:

  Claimant                                Claim Amount
  --------                               --------------
  Paw Paw Partners                             $253,869
                                          plus $466,960

  Andritz, Inc., Andritz Ltd.                  $222,797
  and Andritz Separation Inc.

  Electrical Repair Service Company, Inc.        39,661

  Mayer Electric Supply Co., Inc.                26,096

  AstenJohnson, Inc.                              8,806
  and JohnsonFoils, Inc.                   plus C$2,085

In a separate filing, the Debtors informed the Court and parties-
in-interest that they reached a consensual resolution with
respect to the administrative claims filed by Chemtrade
Performance Chemicals U.S., LLC, totaling $98,899.  Pursuant to
the settlement, Chemtrade's Claims will be allowed in these
amounts:

                                                   Allowed
  Claim No.     Treatment of Claim               Claim Amount
  ---------     ------------------               ------------
    2728        Administrative Expense Claim       $57,809
    2713        Administrative Expense Claim        39,248
    2727        General Unsecured Claim              6,637
    2729        General Unsecured Claim              5,128

The Bankruptcy Court has approved the Chemtrade Settlement.

                     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).


ACCREDITED HOME: Obtains Dec. 31 Extension for Plan Filing
----------------------------------------------------------
At the behest of Accredited Home Lenders Holding Co., the
Bankruptcy Court extended the Debtor's exclusive period to file a
Chapter 11 plan by two months, until December 31, 2009, Bill
Rochelle at Bloomberg News reported.

Accredited has sold most of its assets, other than lawsuits, a
handful of mortgage loans and real estate, and miscellaneous
personal property.

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in
Chapter 11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


ADVANCED MICRO: To Close $500 Million Notes Offering on Nov. 30
---------------------------------------------------------------
Advanced Micro Devices, Inc., has agreed to sell $500 million
aggregate principal amount of its 8.125% Senior Notes due 2017 in
a private offering.  AMD intends to close the transaction on
November 30, 2009.

AMD estimates that the net proceeds from the issuance and sale of
the senior notes will be approximately $439 million after
deducting original issue discount of 10.204%, the initial
purchasers' discounts and estimated transactions expenses. AMD
intends to use the net proceeds, along with existing cash, to
purchase its 5.75% Convertible Senior Notes due 2012 validly
tendered pursuant to the company's tender offer for such notes,
which was previously announced.  Net proceeds not used in the
tender offer, if any, will be used for general corporate purposes.

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

                  About Advanced Micro Devices

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

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

                          *     *     *

As reported by the Troubled Company Reporter on November 25, 2009,
Fitch Ratings affirmed Advanced Micro Devices' Long-term Issuer
Default Rating affirmed at 'B-'; and 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'.

As reported by the TCR on November 18, 2009, Moody's Investors
Service upgraded Advanced Micro Devices' corporate family rating
to B2 from B3.  At the same time, the rating on the company's $390
million senior note due 2012 was revised to B2 (LGD4, 52%) from
Caa1.  The outlook is positive.

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


ADVANTA CORP: U.S. Trustee Appoints 5-Member Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 case of Advanta Corp.

The Creditors Committee members are:

1. The Bank of New York Mellon, indenture trustee
   Attn: David M. Kerr
   101 Barclay Street
   New York, NY 10004

2. Stonehill Capital Management, LLC
   Attn: Michael Stern
   885 Third Avenue, 30th Floor
   New York, NY 10022

3. DVL Incorporated
   Attn: Frederick B. Franks III
   115 Sinclair Road
   Barzel, PA 19087

4. Brandywine Operating Partnership
   Attn: Lisa Barber/Jean Sitler
   555 Lancaster Ave.,
   Radnor, PA 19089

5. Law Debenture Trust Company of New York, indenture trustee
   400 Madison Ave., 4th Floor
   New York, NY 10017

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                     About Advanta Corp.

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

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

As of Sept. 30, 2009, the Company had $2,497,897,000 in assets
against total liabilities of $2,465,936,000 but the figures
included those of the banking units.

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


AFFINITY GROUP: Lenders Move Interest Payment Date to Dec. 1
------------------------------------------------------------
Affinity Group Holding, Inc., on September 14, 2009, received
consent letters from certain institutional holders of its 10-7/8%
Senior Notes Due 2012 holding in the aggregate $65,835,969
principal amount of the AGHI Notes outstanding and consent letters
from certain non-institutional holders of the AGHI Notes holding
in the aggregate $46,555,946 principal amount of the AGHI Notes
outstanding.  The aggregate principal amount of the AGHI Notes
outstanding is $113,648,603 so the holders executing the Consents
held 98.9% of the outstanding principal amount of the AGHI Notes.
On September 14, 2009, the Company paid the interest on the
remaining $1,256,688 principal amount of AGHI Notes that are
outstanding and for which an Institutional Consent or an Other
Consent was not obtained.

The Company has engaged in discussions with the holders of the
AGHI Notes regarding a refinancing or restructuring of the
indebtedness of the Company and its subsidiary, Affinity Group,
Inc.  As part of those discussions, the Company did not pay the
interest on the AGHI Notes that was due on August 15, 2009, but
the indenture governing the AGHI Notes provides a 30-day grace
period for the payment of interest that was to have been paid on
that date.  Pursuant to the Institutional Consents, the Company
has agreed to pay the legal fees for a law firm to represent the
holders who signed the Institutional Consents in connection with
such discussions and has paid a $150,000 retainer to that law
firm.  In addition, the Company has paid a consent fee equal to
1/4 of 1% of the principal amount to the holders who signed the
Institutional Consents or an aggregate of $164,600.

As of November 20, 2009, the holders who signed the Institutional
Consents have agreed to extend the interest payment date on their
AGHI Notes to December 1, 2009.  The holders initially agreed to
extend the interest payment date to November 20 from November 13.

The Company reports that as of October 28, 2009, the holders who
signed the Other Consents have agreed to extend the interest
payment date on their AGHI Notes to the date that is five business
days after the date of termination of the Institutional Consents,
including any additional extensions of the Institutional Consents.

The Company reported a net loss of $41,499,000 for the three
months ended September 30, 2009, from a net loss of $129,460,000
for the same period a year ago.  The Company reported a net loss
of $44,507,000 for the nine months ended September 30, 2009, from
a net loss of $129,973,000 for the same period a year ago.

Revenues for the three months ended September 30, 2009, were
$124,944,000 from $133,337,000 for the year ago period.  Revenues
for the nine months ended September 30, 2009, were $359,896,000
from $406,051,000 for the year ago period.

At September 30, 2009, the Company had $230,111,000 in total
assets against $560,760,000 in total liabilities, resulting in
$330,649,000 in stockholders' deficit.  The September 30 balance
sheet showed strained liquidity: The Company had $117,673,000 in
total current assets against $291,986,000 in total current
liabilities.

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?4a70

                     About Affinity Group

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.

Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.


ALERIS INTERNATIONAL: Updates Rule 2015.3 Report
------------------------------------------------
Pursuant to Rule 2015.3 of the Federal Rules of Bankruptcy
Procedure, Sean M. Stack, chief financial officer of Aleris
International, Inc., submitted with the Court a periodic report
as of June 30, 2009, on the value, operations and profitability
of entities that the Debtors hold a substantial or controlling
interest.

According to Mr. Stack, the estate of Aleris International, Inc.,
holds a substantial or controlling interest in these entities as
of June 30, 2009:

Entity                                 Interest of the Estate
------                                 ----------------------
Dutch Aluminum C.V.                            100%
Solar Aluminum Technologies Services            50%
Granular Aluminum Products, Inc.               100%
H.T. Aluminum Specialties, Inc.                100%
IMSAMET of Arizona                              70%
Aleris Hold Lux S.a.r.l.                       100%

A full-text copy of the 2015.3 Report is available for free at:

      http://bankrupt.com/misc/Aleris_JuneRule2015Report.pdf

                    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)


ALL LAND INVESTMENTS: Section 341(a) Meeting Set for December 8
---------------------------------------------------------------
Roberta A. Deangelis, Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in All Land Investments, LLC's
Chapter 11 case on Dec. 8, 2009, at 3:00 p.m.  The meeting will be
held at J. Caleb Boggs Federal Building, 5th Floor, Room 5209,
Wilmington, Delaware.

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

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

Newark, Delaware-based All Land Investments, LLC, operated a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 29, 2009 (Bankr. D. Del. Case No. 09-13790).
Attorneys at Maschmeyer Karalis P.C., serves as bankruptcy
counsel.  Gary F. Seitz, Esq., at Rawle & Henderson LLP, serves as
local counsel to the Debtor.  In its bankruptcy petition, the
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


AMERICAN INT'L: Settles Disputes with Former Chairman Greenberg
---------------------------------------------------------------
American International Group, Inc., its former Chairman Maurice R.
"Hank" Greenberg, its former Chief Financial Officer Howard I.
Smith, C.V. Starr & Company, Inc., and Starr International
Company, Inc., said Wednesday they have entered into an agreement
to settle all disputes between AIG, on the one hand, and
Greenberg, Smith, C.V. Starr and SICO, on the other.

Under the terms of the settlement, the parties have agreed to
release each other from all claims, including any claims by
Greenberg and Smith against AIG for indemnification of future
legal fees and expenses or settlement costs.  The parties have
further agreed to submit to an independent third party Greenberg's
and Smith's claims for past legal fees and expenses for a
determination of which of those fees (up to a $150 million cap)
AIG is legally obligated to pay under AIG's charter and by-laws
and Delaware law.

The New York Times reports that the exact amount that AIG will pay
will be determined by a third-party mediator, Layn R. Phillips of
the California law firm Ira & Manella.

The Starr Parties will undertake to dismiss with prejudice:
     1. Greenberg v. AIG, No. 09 Civ. 1885 (S.D.N.Y.); and
     2. Starr Int'l Co., Inc. v. AIG, No. 4021-09 (Juzgado 16 del
        Primer Circuito Judicial de Panama).

The AIG Parties will undertake to dismiss with prejudice:

     1. AIG v. Greenberg, No. 769-VCS (Del. Ch.);
     2. AIG v. Greenberg, No. 600885/08 (N.Y. Sup. Ct., N.Y.
        Cty.); and
     3. AIG's claims in In re AIG Deriv. Litig., No. 04 Civ. 8406
        (S.D.N.Y.).

The claims in this case are subject to Paragraph 11 of the MOU:

     1. Great American Ins. Co. v. AIG, No. 09 Civ. 4476
        (S.D.N.Y.).

Paragraph 11 provides that the Parties agree that Hon. Layn R.
Phillips (and, if he is unable to serve, Hon. Daniel Weinstein)
will have exclusive and binding authority to interpret and resolve
any disputes arising in whole or in part from the MOU.

The MOU also provides that SICO will indemnify AIG for any amounts
paid by AIG to the Starr Foundation as damages or settlement
amounts in the action captioned Starr Foundation v. AIG, No.
601380/08 (N.Y. Sup. Ct., N.Y. Cty.), and for reasonable legal
fees and expenses incurred by AIG in connection with that action,
including appeals, after the date of the MOU.

AIG will return to Greenberg the following property subject to AIG
confirming that it has possession of such items:

     1. Photographs of Mr. Greenberg and Cornelius Vander Starr
        located in AIG's Washington, D.C. office.

     2. Photographs of Mr. Greenberg and Chinese leaders in AIG's
        Shanghai building.

     3. Persian rug previously located in anteroom of board room
        on 18th floor of 70 Pine Street.

     4. Any other materials of a personal nature that are not AIG
        business records that were located in AIG facilities at
        the time of Mr. Greenberg's retirement and that are still
        maintained in such facilities.

AIG will permit Greenberg reasonable access to, or copies of,
archival materials in AIG's possession necessary to write his
memoirs, including without limitation trip reports, memoranda,
photographs and other corporate records created while he was an
officer or director of AIG or its predecessors.

The New York Times recalls AIG and Mr. Greenberg have fought since
his ouster from the Company in 2005 after decades of building it
into one of the world's largest companies.  Since then, the Times
continues, Mr. Greenberg -- who remains a large stakeholder, and
who knows the company better than any other single individual --
has sought to exert some control over the firm.

"The two have traded legal blows over the years. Most recently, a
jury rejected A.I.G.'s claim that Mr. Greenberg improperly took
$4.3 billion of A.I.G. stock through his Starr International,
according to the Times.

The Times relates that upon becoming AIG's chief executive this
year, Robert H. Benmosche has sought to mend relations with Mr.
Greenberg, in part to help AIG recover from its near-death
experience last fall.  Mr. Greenberg has repeatedly criticized the
government's takeover of the firm he built up over decades,
arguing that he is more capable of restoring value, the Times
says.

"We are pleased that we have resolved our differences" said Mr.
Benmosche.  "The resolution of these long-running disputes will
remove a significant distraction and expense and allow AIG to
better focus its efforts on paying back taxpayers and restoring
the value of our franchise for the benefit of all our
stakeholders."

"I too am pleased that these long-running disputes are now over,
and I want to express my appreciation for Bob Benmosche's help,
and the help of the AIG Board, in resolving them. I look forward
to assisting AIG in trying to preserve and restore as much value
as possible for all of AIG's stakeholders," said Mr. Greenberg.
Mr. Smith concurs with Mr. Greenberg's statement.

Daniel J. Kramer, Esq., at PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP, in New York, represents AIG.

Vincent A. Sama, Esq., at WINSTON & STRAWN LLP, in New York,
represents Howard I. Smith.

David Boies, Esq., at BOIES, SCHILLER & FLEXNER LLP, in Armonk,
New York, represents Maurice R. Greenberg, C. V. Starr & Co., Inc,
and Starr International Co., Inc.

The details of the settlement are set forth in the November 25,
2009 Memorandum of Understanding, a full-text copy of which is
available at no charge at http://ResearchArchives.com/t/s?4a72

                             About AIG

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

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

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


AMERICAN INT'L: Adjusts CFO Herzog, 2 Execs Compensation
--------------------------------------------------------
American International Group, Inc., has implemented changes to the
compensation of its Chief Financial Officer, David L. Herzog, and
two named executive officers, Kristian P. Moor and Win J. Neuger.
The changes were required by the Determination Memorandum issued
by the Office of the Special Master for TARP Executive
Compensation.

The changes were:

     -- From November 1, 2009 through December 31, 2009, Messrs.
        Herzog, Moor and Neuger will be paid annual cash salaries
        of $350,000, $450,000 and $425,000, respectively.

     -- AIG suspended accruals for Messrs. Herzog, Moor and
        Neuger, to the extent they participate, under AIG's
        supplemental retirement plans and other non-qualified
        deferred compensation plans.

Under the Determination Memorandum, AIG will also pay Messrs.
Herzog and Moor annual stock salaries of $3,104,167 and
$4,691,667, respectively, which vest at grant.  Messrs. Herzog and
Moor are also eligible, under the Determination Memorandum, to
receive 2009 annual long-term incentive awards payable in
restricted stock of up to $833,333 and $2,000,000, respectively,
if they achieve performance goals for 2009.

Mr. Neuger is not eligible for any of these payments because he
will leave AIG with the previously-announced sale of AIG's asset
management business.

AIG said the actions could affect the executives' rights under the
other AIG employee plans in which these executives participate,
including potentially AIG's Executive Severance Plan.  Any rights
under these plans would be subject to the applicable limits of the
Emergency Economic Stabilization Act of 2008 and AIG's other
agreements with the U.S. Department of the Treasury.

AIG also relates that on November 24, 2009, it entered into a
Stock Salary Award Agreement and a Restrictive Covenant Agreement
with Robert H. Benmosche, AIG's President and Chief Executive
Officer.  The November 25 edition of the Troubled Company Reporter
ran a story on this.  AIG said the agreements were entered into as
part of Mr. Benmosche's comprehensive compensation package.

A full-text copy of the 2009-2010 Stock Salary Award Agreement
between AIG and Robert H. Benmosche, dated November 24, 2009, is
available at no charge at http://ResearchArchives.com/t/s?4a73

A full-text copy of the Restrictive Covenant Agreement between AIG
and Robert H. Benmosche, dated November 24, 2009, is available at
no charge at http://ResearchArchives.com/t/s?4a74

                             About AIG

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

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

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


AMERICAN INT'L: Bachus Requests Information on Creditors
--------------------------------------------------------
Hugh Son at Bloomberg News reports that the ranking Republican on
the House Financial Services Committee requested information from
the Treasury Department on whether American International Group
Inc. tried to force U.S. bank creditors of its subsidiaries to
accept concessions on loans.

According to Bloomberg, Representative Spencer Bachus said in a
letter to Treasury Secretary Timothy Geithner that some U.S.
creditors received "far less favorable treatment" than domestic
and overseas banks that were paid in full to retire credit-default
swaps sold by New York-based AIG.

"In many cases, these U.S. banks are not only being asked to
accept deep discounts, but AIG has yet to fulfill its contractual
obligations under existing debt instruments," Bachus, of Alabama,
said in the letter, dated Nov. 23.  Lenders in one case were asked
to reduce the amount of debt owed to them by 70%, Mr. Bachus said
he was told, without saying where he got the information.

                             About AIG

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

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

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


AMERICAN INT'L: Unit Employees May Depart If Bonuses Aren't Paid
----------------------------------------------------------------
Employees unwinding American International Group Inc.'s
derivatives may leave in March if they don't get their promised
retention bonuses, Bloomberg News reported, citing a lawyer
representing some of the workers.

Andrew Goodstadt, a partner at Thompson Wigdor & Gilly LLP, said
in an interview with Bloomberg that staff in the Financial
Products unit may depart if the Company, under pressure from
regulators, doesn't pay the $198 million it previously committed.
There will also be "instant litigation" against AIG if the awards
aren't sent, he said.  He said he represents about 20 workers at
Wilton, Connecticut-based Financial Products.

                             About AIG

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

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

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


ASHLAND INC: Moody's Gives Stable Outlook, Affirms 'Ba3' Ratings
----------------------------------------------------------------
Moody's Investors Service moved the outlook on Ashland Inc.'s
ratings to stable from negative and affirmed its debt ratings.
This follows almost a year of relatively strong financial
performance and improving credit metrics since the acquisition of
Hercules Incorporated.

The stable outlook reflects expectations that the company will
continue to generate positive free cash flow and maintain strong
liquidity, despite the lackluster performance in the certain
businesses in FY2009 and Moody's expectations for a weak global
economic recovery in 2010.  Debt reduction and a large cushion
under its debt covenants have improved the company's credit
profile in 2009.

Moody's downgraded Ashland's Corporate Family Rating to Ba2 from
Ba1 and assigned a negative outlook when the firm took on
$2.3 billion of debt to fund the acquisition of Hercules on
November 13, 2008, in the midst of the global credit crisis and at
a time when there was little visibility of future chemical end
market demand.  Since that time, the company has generated
positive free cash flow, achieved small asset sales and reduced
balance sheet debt by approximately $1 billion, while maintaining
strong liquidity.  Expanding margins and cash flows in the
Valvoline oil business has more than offset volume declines and
disappointing financial results in certain other businesses.  The
acquired Hercules businesses have contributed to the stability of
earnings during the downturn and boosted margins.  Additionally,
cost reduction efforts have exceeded management's announced
initial targets with $355 million of run rate cost reductions
achieved through the September 2009 quarter.  Debt reduction using
divestiture proceeds and positive free cash flow, and higher
margins have improved the company's credit metrics.

Ashland's good liquidity position has been a positive attribute
while credit markets have remained uncertain.  The company's
liquidity is supported by expectations for positive free cash flow
over the next 12-18 months, cash and cash equivalents of
$352 million, and $265 million of unused availability under its
$400 million revolving credit facility due 2013 (as of
September 30, 2009).  Additionally, there is $198 million
available under the $200 million accounts receivable
securitization program, which was recently amended and extended to
November 3, 2010.  The company also has $192 million par value of
illiquid auction rate securities classified as non current assets
(carried on Ashland's books at $170 million), that might be a
source of liquidity in the future.  The debt reduction to-date has
built a significant cushion under the company's leverage covenant.
It is expected to remain in compliance with its financial
covenants (leverage, fixed charge coverage, minimum consolidated
net worth, maximum capex) over the next twelve to eighteen months.
Moody's would expect the company to continue to maintain a
conservative financial stance, despite the increased flexibility
its recent performance affords it.

The affirmed Ba1 ratings on the senior secured debt reflects a
decision to override Moody's LGD methodology template, driven by
Moody's expectations that Ashland's unfunded pension obligations
will decline in fiscal year 2010 (the company made a $100 million
contribution in the December 2009 quarter).  Without the override,
the notching of the senior secured debt with respect to the CFR
would have changed as a result of the company repaying senior
secured debt and unfunded pension obligations increasing over the
past year.

Moody's most recent rating action for Ashland was on May 13, 2009,
when the 2017 Senior Unsecured Notes were rated Ba3.  The existing
Ba2 CFR was affirmed and the negative outlook was maintained.  The
proceeds from the new notes were used to partially refinance
Ashland's $750 million acquisition bridge loan.

Ashland, headquartered in Covington, Kentucky, is a manufacturer
of specialty chemicals (with a focus on performance materials and
water technologies), a distributor of chemicals and plastics, and,
through its Valvoline brand, a marketer of premium-branded
automotive and commercial lubricants.  On November 13, 2008,
Ashland acquired Hercules, a leading global supplier of specialty
chemicals and related services for the paper, paint, consumer
products, construction materials and energy markets, in a
transaction valued at $3.4 billion.  Ashland had revenues of
$8.1 billion for the fiscal year ended September 30, 2009
($3 billion of revenue was from its distribution business).


ASSET RESOLUTION: Case Transferred to Nevada Bankruptcy Court
-------------------------------------------------------------
NetDockets reports that Judge Arthur Gonzalez of the U.S.
Bankruptcy Court for the Southern District of New York entered an
opinion granting two motions to transfer the chapter 11 cases of
Asset Resolution LLC and 14 special purpose entities to the
District of Nevada.  The motions were filed by certain direct
lenders and the United States Trustee.  USACM Liquidating Trust,
Debt Acquisition Company of America V, LLC and Eagle Investment
Partners, L.P., filed joinders to the motions.

The Debtors and the official committee of unsecured creditors
appointed in the cases objected to the Venue Transfer requests.

As reported by the Troubled Company Reporter on October 29, 2009,
Diana G. Adams, the U.S. Trustee for Region 2, asked Judge
Gonzalez to dismiss the Chapter 11 cases for lack of venue or, in
the alternative, transfer the cases to the U.S. Bankruptcy Court
for the District of Nevada.

The U.S. Trustee said the Debtors' cases involve multiple Nevada-
based litigations that originated in, or stem from, the 2006
bankruptcy case of USA Commercial Mortgage, a case that currently
is pending in the United States Bankruptcy Court for the District
of Nevada.  At present, there are no fewer than three separate
litigations pending over assets in which the debtors in these
cases claim an interest in various Nevada judicial forums,
including the Nevada District Court, the Nevada Bankruptcy Court
and the Nevada State Court, the U.S. Trustee said.

The contested litigation in the Nevada District Court, the U.S.
Trustee noted, was commenced in 2007, and incorporates, among
other things, litigation that originally was commenced in the
Nevada Bankruptcy Court for which the Nevada District Court
withdrew the reference in 2008.  Moreover, the Debtors have
recently commenced another adversary proceeding in the USACM
bankruptcy concerning these assets.

According to the U.S. Trustee, based upon the facts known thus
far, it appears that the Debtors have very few real connections to
the Southern District of New York.  None of the Debtors were
formed or operate under the laws of the State of New York and none
are registered to conduct business with the New York Secretary of
State.  The reality here, as acknowledged by these solvent
debtors, is that they have commenced bankruptcy cases in New York
with the hope that this forum will provide them some relief from
the never-ending litigation in which they are entrenched deeply in
Nevada, the U.S. Trustee said.

The U.S. Trustee argued the venue does not appear to lie in the
district.  If, however, the Court determines that venue is proper,
the interests of justice and convenience of the parties plainly
support the Court's transferring these cases to the District of
Nevada.

NetDockets reports Judge Gonzalez said the economic and efficient
administration of Asset Resolution's bankruptcy cases, the "most
important factor in analyzing the convenience of the parties"
weighed "heavily" in favor of transfer to Nevada.  While the court
considered other factors as well, Judge Gonzalez determined that
transfer is warranted for convenience of the parties.

                      About Asset Resolution

Asset Resolution LLC was formed by Silar Advisors, L.P. to hold
assets that served as collateral for a $67 million loan to Compass
USA SPE LLC, which was used by Compass to acquire the assets of
USA Commercial Mortgage Company in an earlier bankruptcy case
through a sale under Section 363 of the Bankruptcy Code.  Silar
foreclosed on Compass in September 2008 when alleged interference
from former investors in USA Commercial prevented proper
management and sale of the properties.

Headquartered in New York, Asset Resolution LLC and 14 units filed
for Chapter 11 protection on Oct. 14, 2009 (Bankr. D. Del. Case
No. 09-16142).  Klestadt & Winters LLP serves as counsel to the
Debtors.  When it filed for protection from its creditors, Asset
Resolution listed assets between $100 million and $500 million,
and debts between $10 million and $50 million.  The schedules say
assets total $423,498,002 while debts total $22,642,531 as of the
bankruptcy filing.


BANK OF AMERICA: Deutsche Bank, BNP Sue for Nonpayment of Notes
---------------------------------------------------------------
The Associated Press reports that Deutsche Bank AG and BNP Paribas
Mortgage Corp., a unit of BNP Paribas, on Wednesday filed separate
lawsuits before the U.S. District Court for the Southern District
of New York for breach of contract against Bank of America NA,
alleging BofA failed to pay back $1.73 billion in secured notes:

     -- Deutsche Bank said BofA failed to secure $1.25 billion in
        cash and mortgage loans on its behalf.

     -- BNP Paribas said the bank was supposed to hold cash and
        mortgage loans to secure $480.7 million in outstanding
        notes.

AP explains the notes were issued by Ocala Funding LLC, a special-
purpose entity, which provided short-term loans to Taylor, Bean &
Whitaker Mortgage Corp.   Deutsche Bank and BNP Paribas contend
that once Taylor Bean was delisted as a seller of mortgages to
Freddie Mac in August 2009, BofA was required to pay back the
notes.

BNP Paribas also accused BofA of falsely showing that it held far
more in collateral than it actually did, leading BNP to buy even
more notes, AP reports.

AP quotes BofA spokesman Bill Halldin as saying, "We fulfilled our
contractual obligations in our limited administrative role with
respect to the Ocala facility, and will vigorously defend
ourselves in court."  He said BNP's and Deutsche Bank's effort to
hold Bank of America responsible is misguided.

According to AP, Mr. Halldin said BofA has been actively trying to
recover funds in the bankruptcies of Taylor Bean and Colonial
BancGroup Inc., which served as a bank for deals done by Taylor
Bean and Ocala.

AP notes BofA sued Colonial in August over $1 billion in assets.
Colonial filed for chapter 11 bankruptcy protection in August
2009.

                       About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

BofA sought government backing in completing its acquisition of
Merrill Lynch.  Merrill Lynch & Co. Inc. -- http://www.ml.com/--
is a wealth management, capital markets and advisory companies
with offices in 40 countries and territories.

                           *     *     *

BofA has received US$45 billion in government bailout money since
the economic collapse in 2008.

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.

Bank of America reported a third-quarter 2009 net loss of
$1.0 billion.  After deducting preferred dividends of
$1.2 billion, including $893 million related to dividends paid to
the U.S. government, the diluted loss per share was $0.26.


BANK OF AMERICA: Fitch Corrects Preferred Stock Rating to 'B+'
--------------------------------------------------------------
Fitch Ratings, in an update of a release issued earlier, corrects
the preferred stock rating given for BAC in the second paragraph
to 'B+' from 'BB-'.

Fitch Ratings has placed its 'D' Individual ratings for Bank of
America Corp. and its operating subsidiaries on Rating Watch
Positive.  Fitch has affirmed the Issuer Default Ratings of BAC
and its subsidiaries, which are derived from U.S. government
support and continue to carry a Stable Rating Outlook.  Ratings of
long and short-term deposits, long-term and short-term debt, and
subordinated debt (with the exception of First Republic Bank) are
affirmed.  These debt instruments are linked to BAC's IDRs, which
are in turn dependent upon U.S. government support.

BAC's overall risk profile has begun to improve, with the
potential for requiring additional government support or needing
to omit dividends on preferred stock beginning to recede.
Accordingly, Fitch has upgraded the preferred stock rating of BAC
to 'B+' from 'B'.  At the same time, Fitch has placed all
preferred and trust preferred ratings of BAC and its affiliates on
Rating Watch Positive.  The lower notching applied to preferred
stock compared to trust preferred stock reflects the fact that
preferred stock is the most junior debt instrument in the
company's capital structure.

BAC was able to tap the equity markets in the second quarter of
2009 (2Q'09) and has accessed the external debt markets a number
of times since June of this year.  BAC also converted a
considerable portion of its preferred stock held by non-
governmental investors to common through voluntary exchange
offers.

Nonetheless, numerous challenges remain.  The company is in the
process of seeking a successor to its current CEO, and the choice
of a successor may influence BAC's overall future strategy and
business model.  Earnings remain under pressure, as BAC posted a
narrow loss to common shareholders in the most recent quarter
after noncash and nonrecurring items are factored out.  Asset
quality problems remain severe, with loan loss provisions
remaining high.  However, with a recent slower rate of
deterioration in problem assets the pace of reserve build has
begun to decelerate, which could indicate the potential for a
near-term peak in problem assets.

Management has stated its intention to repay preferred stock held
by the government.  Fitch's expectation is that management will
use a combination of cash on hand and external financing to
generate funds for any near term repayment of preferred stock.

This rating action does not cover subordinated debt and trust
preferred securities issued by BAC unit First Republic Bank, which
is in the process of being sold.  Ratings actions on debt issued
by First Republic Bank are discussed in a separate Rating Action
Commentary published.

Fitch has taken these rating actions:

Bank of America Corporation

  -- Long-term debt guaranteed by TLGP affirmed at 'AAA';

  -- Short-term debt guaranteed by TLGP affirmed at 'F1+';

  -- Long-term IDR affirmed at 'A+';

  -- Long-term senior debt affirmed at 'A+';

  -- Long-term subordinated debt affirmed at 'A';

  -- Preferred stock upgraded to 'B+' from 'B' and placed on
     Rating Watch Positive;

  -- Short-term IDR affirmed at 'F1+';

  -- Short-term debt affirmed at 'F1+';

  -- Individual Rating of 'D' placed on Rating Watch Positive;

  -- Support affirmed at '1';

  -- Support Floor affirmed at 'A+'.

Bank of America N.A.

  -- Long-term debt guaranteed by TLGP affirmed at 'AAA';
  -- Short-term debt guaranteed by TLGP affirmed at 'F1+';
  -- Long-term deposits affirmed at 'AA-';
  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Individual Rating of 'D' placed on Rating Watch Positive;
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+'.

Banc of America Securities Limited

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+'.

Banc of America Securities LLC

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+'.

B of A Issuance B.V.

  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Support affirmed at '1'.

Bank of America Georgia, N.A.
Bank of America Oregon, National Association
Bank of America California, National Association

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual Rating of 'D' placed on Rating Watch Positive;
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+'.

Bank of America Rhode Island, National Association

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Long-term deposits affirmed at 'AA-';
  -- Short-term deposits affirmed at 'F1+';
  -- Individual Rating of 'D' placed on Rating Watch Positive;
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+'.

FIA Card Services N.A.

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Long-term deposits affirmed at 'AA-';
  -- Short-term deposits affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Individual Rating of 'D' placed on Rating Watch Positive;
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+'.

MBNA Canada Bank

  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Short-term IDR affirmed at 'F1+'.

MBNA Europe Bank Ltd.

  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual Rating of 'D' placed on Rating Watch Positive;
  -- Support affirmed at '1.

LaSalle Bank Corporation

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual Rating of 'D' placed on Rating Watch Positive;
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';

LaSalle Bank N.A.
LaSalle Bank Midwest N.A.
United States Trust Company N.A.
Countrywide Bank FSB

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

Merrill Lynch & Co., Inc.

  -- Long-term IDR affirmed at 'A+';

  -- Long-term senior debt affirmed at 'A+';

  -- Long-term subordinated debt affirmed at 'A';

  -- Preferred stock upgraded to 'B+' from 'B' and placed on
     Rating Watch Positive;

  -- Short-term IDR affirmed at 'F1+';

  -- Short-term debt affirmed at 'F1+';

  -- Individual Rating of 'D' placed on Rating Watch Positive;

  -- Support affirmed at '1';

  -- Support Floor affirmed at 'A+'.

Merrill Lynch International Bank Ltd.

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual Rating of 'D' placed on Rating Watch Positive;
  -- Support affirmed at '1'.

Merrill Lynch S.A.

  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Support affirmed at '1'.

Merrill Lynch & Co., Canada Ltd.

  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+'.

Merrill Lynch Canada Finance

  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual Rating of 'D' placed on Rating Watch Positive;
  -- Support affirmed at '1'.

Merrill Lynch Japan Finance Co., Ltd.

  -- Long-term IDR affirmed at 'A+';
  -- Long-term senior debt affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Support affirmed at '1'.

Merrill Lynch Japan Securities Co., Ltd.

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

Merrill Lynch Finance (Australia) Pty LTD

  -- Short-term IDR affirmed at 'F1+';
  -- Commercial Paper affirmed at 'F1+'.

BankAmerica Corporation

  -- Long-term senior debt affirmed at 'A+';

  -- Long-term subordinated debt affirmed at 'A';

  -- Preferred stock upgraded to 'B+' from 'B' and placed on
     Rating Watch Positive.

Countrywide Financial Corp.

  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A'.

Countrywide Home Loans, Inc.

  -- Long-term senior debt affirmed at 'A+'.

FleetBoston Financial Corp

  -- Long-term subordinated debt affirmed at 'A'.

LaSalle Funding LLC

  -- Long-term senior debt 'A+'.

MBNA Corp.

  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Short-term debt affirmed at 'F1+'.

NationsBank Corp

  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A'.

NationsBank, N.A.

  -- Long-term senior debt affirmed at 'A+'.

NCNB, Inc.

  -- Long-term subordinated debt affirmed at 'A'.

BAC Capital Trust I - VIII
BAC Capital Trust X - XV

  -- Trust preferred securities of 'BB-' placed on Rating Watch
     Positive.

BAC AAH Capital Funding LLC I - VII
BAC AAH Capital Funding LLC IX - XIII
BAC LB Capital Funding Trust I - II

  -- Trust preferred securities of 'BB-' placed on Rating Watch
     Positive.

BankAmerica Capital II, III
BankAmerica Institutional Capital A, B
BankBoston Capital Trust III-IV
Barnett Capital Trust III
Countrywide Capital III, IV, V
Fleet Capital Trust II, V, VIII, IX
MBNA Capital A, B, D, E
NB Capital Trust II, III, IV

  -- Trust preferred securities of 'BB-' placed on Rating Watch
     Positive.

Merrill Lynch Preferred Capital Trust III, IV, and V
Merrill Lynch Capital Trust I, II and III

  -- Trust preferred securities of 'BB-' placed on Rating Watch
     Positive.


BEAZER HOMES: Norma Provencio Joins Board of Directors
------------------------------------------------------
Beazer Homes USA, Inc., said its Board of Directors has elected
Norma A. Provencio as a Director and appointed her as a member of
the Audit Committee.

Ms. Provencio is President and owner of Provencio Advisory
Services Inc., a healthcare financial and operational consulting
firm.  Prior to forming Provencio Advisory Services in October
2003, she was the Partner-in-Charge of KPMG's Pacific Southwest
Healthcare Practice since May 2002.  From 1979 to 2002, she was
with Arthur Andersen, serving as that firm's Partner-in-Charge of
the Pharmaceutical, Biomedical and Healthcare Practice for the
Pacific Southwest from November 1995 to May 2002.  She is
currently a member of the Board of Directors of Valeant
Pharmaceutical International [NYSE: VRX], where she is Chair of
the Finance and Audit Committee and a member of the Compensation
Committee.

"We are extremely pleased to add someone of Norma Provencio's
caliber to our board. Her extensive financial consulting
experience over the past 30 years, coupled with her
responsibilities over the audit, business consulting and tax
practices at two large public accounting firms will make her a
valuable addition to the Board of Directors and Audit Committee,"
said Brian C. Beazer, Non-Executive Chairman of the Board of
Directors of Beazer Homes USA, Inc.

Ms. Provencio received her Bachelor of Science in Accounting from
Loyola Marymount University. She is a Certified Public Accountant
and also a member of the Board of Regents of Loyola Marymount
University.

                       About Beazer Homes

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

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

                          *     *     *

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

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

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


BERNARD MADOFF: Proposed Probe of Liquidator Denied
---------------------------------------------------
Bloomberg News reports that Bankruptcy Judge Burton Lifland denied
a request by an investor to conduct a probe or discovery against
the liquidator of Bernard L. Madoff Investment Securities LLC in
connection with the liquidator's decision to ignore victims' fake
profit from the fraud when calculating.  Lawrence Velvel, a Madoff
victim, wanted his and other investors claims against the estates
based on the accounts provided to them from BLMIS.  Irving H.
Picard, the trustee, however, opted to calculate the claims based
on deposits minus withdrawals, ignoring fake profit reflected in
the accounts.

According to Bloomberg, Mr. Velvel argued the requested evidence
might show whether Mr. Picard's decision was inspired by the law
or by a desire to financially protect the Securities Investor
Protection Corp., the government-chartered agency that hired
Mr. Picard.

"The discovery requests, having much of the indicia of a
fishing expedition, are overbroad, unduly burdensome, expensive,
irrelevant and subject to privilege," Judge Lifland wrote.  Denial
of the probe is "in the best interests of the estate."

                      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.).


BIG SKY: Affiliates Receive CCAA Stay Order
-------------------------------------------
Big Sky Finishers (No. 1) Inc. has been informed that on
November 10, 2009, a group of related companies, including Big Sky
Farms Inc., obtained an Order from the Court of Queen's Bench for
Saskatchewan under the Companies' Creditors Arrangement Act
granting Big Sky various relief under the CCAA, including imposing
a stay of proceedings against creditors, appointing a Monitor, and
providing an opportunity for Big Sky to prepare and file a
proposal for the consideration of its creditors and other
stakeholders.

Substantially all of BSF's revenues come from its contractual
arrangement with Big Sky.  Big Sky has indicated that it will
continue to carry on its business in the ordinary course while it
reorganizes its financial affairs, with a view to positioning
itself for future financial success.  Big Sky stated that it will
reorganize its historical debt, and intends to pay for all goods
and services provided on or after November 10, 2009, in accordance
with normal payment terms.

During this time, BSF will continue to carry on in the ordinary
course of business, will continue to monitor its relationship with
Big Sky, and will review Big Sky's CCAA proposal when received.


BLACK GAMING: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Black
Gaming LLC, including the 'D' corporate credit rating.  The
ratings were withdrawn due to lack of adequate information to
maintain surveillance, as the company will no longer be filing
public financial statements following its Form 15-15D filing.

                           Ratings List

                             Withdrawn

                         Black Gaming LLC

                                      To        From
                                      --        ----
          Corporate Credit Rating     NR        D/--/--

                             B&BB Inc.
                              RBG LLC
                 Virgin River Casino Corporation

                                         To        From
                                         --        ----
             Senior Secured              NR        D
               Recovery Rating           NR        5
             Subordinated                NR        D
               Recovery Rating           NR        6

                         NR -- Not rated.


BONTEN MEDIA: Moody's Reviews 'Caa1' Rating for Possible Cut
------------------------------------------------------------
Moody's Investors Service placed Bonten Media Group, Inc.'s
ratings (Caa1 CFR) on review for possible downgrade.  Separately
from the review, Moody's changed the probability of default rating
to Caa1/LD, marking the deemed limited default event following the
company's repurchase of a portion of its 9% Senior Subordinated
Toggle Notes due 2015 at a significant discount to par.

The review will focus on Bonten's growing eight-quarter average
calculated leverage and near-term liquidity prospects,
particularly given Moody's concern regarding the company's ability
to maintain covenant compliance in 2010.  Moody's notes that the
credit agreement contains a provision allowing an equity cure in
no more than two quarters over a four-quarter period.  Therefore,
Moody's will consider the likelihood of any equity cure as well as
any benefits from increased advertising and political spending in
2010 in the context of concluding its review.

Bonten has been repurchasing portions of its $125 million 9%
Senior Subordinated Toggle Notes due 2015 at a significant
discount to par in 2009.  With the additional recent repurchases
in the third quarter, a material amount of the issue has been
repurchased at a significant discount this year.  Moody's
considers the cumulative repurchases an incremental restructuring
due to the significant monetary loss relative to principal value
of the bonds incurred by participating bondholders, the amount of
debt repurchased, and the company's weak credit and liquidity
profile when considering Moody's expectation for insufficient 2010
bank agreement covenant headroom.  The "/LD" designation as an
addendum to the PDR signifies a limited default has occurred
relative to the Senior Subordinated Toggle Notes repurchases.  The
PDR will revert to Caa1 (on review for possible downgrade) and the
"/LD" designation will be removed in approximately three days.

Bonten Media Group, Inc.

  -- Probability of Default Rating, adjusted to Caa1/LD from Caa1

  -- Corporate Family Rating, placed on review for possible
     downgrade

  -- Senior Secured Revolving Credit Facility due 2013, placed on
     review for possible downgrade, currently B1 (LGD2, 17%)

  -- Senior Secured First Lien Term Loans due 2014, placed on
     review for possible downgrade, currently B1 (LGD2, 17%)

  -- Senior Subordinated Toggle Notes due 2015, placed on review
     for possible downgrade, currently Caa2 (LGD5, 72%)

  -- Outlook, changed to rating under review from stable

Moody's most recent rating action for Bonten was on November 12,
2008.  At that time, Moody's downgraded the corporate family
rating to Caa1 from B3.

Formed in November 2006 by Diamond Castle Holdings, LLC, to
acquire and operate local television stations in the United
States, Bonten Media Group operates sixteen full power, low power
and digital television stations in eight markets (including
stations operated via JSA/JOA agreements with Esteem
Broadcasting).  It maintains headquarters in New York, New York,
and its annual revenue is approximately $50 million.


BOSTON & MAINE: Boston Transit Body Can't Recoup Railroad Costs
---------------------------------------------------------------
Law360 reports that a federal appeals court has dealt a blow to
Greater Boston's transit authority, ruling that its claims to
recover funds it spent cleaning up contamination at a site it
purchased in 1976 from Boston & Maine Corp. are barred as a matter
of law.


BRIDGEVIEW AEROSOL: U.S. Trustee Picks 7-Member Creditors Panel
---------------------------------------------------------------
William T. Neary, U.S. Trustee for Region 10, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 case of Bridgeview Aerosol, LLC.

The Creditors Committee members are:

1. Ball Aerosol & Speciality Container Robert Garside
   Attn: Robert Garside
   c/o Ball Corporation
   10 Longs Peak Drive
   Broomfield, CO 80021-2510

2. Black Flag Brands LLC
   Attn: Micah Marcus
   c/o Kirkland & Ellis LLP
   300 N. LaSalle
   Chicago, Illinois 60654

3. Pennock Company
   Attn: Dwight Larimer
   3601 Ireland Avenue
   Philadelphia, PA 19153

4. Diversified CPC International
   Attn: William Auriemma
   24338 W. Durkee Road
   Channahon, IL 60410

5. Laser Tool Inc.
   Attn: Chris Minnis
   17763 State Highway 198
   P.O. Box 728
   Sugartown, PA 16433

6. Stone Container
   Attn: Frank Riddick
   Six City Place Drive
   Creve Coeur, MO 63141

7. Berry Plastics Corporation
   Attn: Ronda L. Hale
   101 Oakley Street
   Evansville, IN 47710

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the
custom aerosol specialty products industry.  BVA provides a wide
array of services relating to aerosol products including initial
product formulation, testing, manufacturing, packaging and
distribution.  BVA primarily manufactures, packages and
distributes household cleaning and automotive products.  Affiliate
AeroNuevo owns the real property on which BVA operates.
USAerosols is the parent company of BVA and AeroNuevo.

Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021).  Steven B.
Towbin, Esq., at Shaw Gussis et al assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


CALFRAC WELL: Moody's Downgrades Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service lowered Calfrac Well Services Ltd.'s
Corporate Family Rating to B1 from Ba3, and senior unsecured notes
rating to B2 from B1.  Moody's also affirmed Calfrac's SGL-3
Speculative Grade Liquidity rating, reflecting adequate liquidity.
This concludes the rating review of Calfrac that began on
September 21, 2009.  The outlook is stable.

The lowering of the CFR to B1 considers the increase in debt to
fund a portion of the recent acquisitions of Century Oilfield
Services Inc. and the fracturing assets of Pure Energy Services.
The lowering of the rating also reflects the company's increasing
exposure both to currency risk and to the ready availability of
cash as it grows its Russian and Latin American businesses, which
comprised about 40% of operating income before corporate overhead
expenses for the nine months ending September 30, 2009.  While the
acquisitions will expand Calfrac's asset base, associated leverage
will rise over the near term as debt has increased to fund a
portion of the two acquisitions in a still weak market for
fracturing, tubing and well completion services in North America.

Calfrac's B1 CFR considers the company's relatively small size,
niche focus on fracturing services and resultant exposure to
cyclical natural gas drilling activities, concentrated customer
base, and the above noted risks tied to its expanding business
outside of Canada and the U.S. The rating favorably considers the
company's capable and mobile equipment fleet, technical expertise
and strong customer relationships that have enabled Calfrac to
continue to realize high fleet utilization rates in a difficult
market, albeit at lower rates than experienced in recent years.
The ratings are further supported by the company's experienced
management team and board chairmanship that includes three of
Calfrac's founders who own approximately 30% of the company's
shares.  The rating also considers Calfrac's recently acquisitive
nature and the possibility of incremental acquisitions in the
current favorable market.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity.  Calfrac has $170 million of revolving credit
facilities, $135 million of which is committed for a term of one
year (from September 29, 2009) with a two-year term out.  The
balance, $35 million, is available for a term of only six months.
Approximately $59 million of the revolver was drawn at
September 30, 2009.  In combination with cash from operations this
should provide sufficient liquidity over the next 12 to 15 months
to meet cash requirements.  During this period, Calfrac should
also have sufficient room under its financial covenants.
Alternative liquidity is limited given that all assets are pledged
to the revolver lenders.

Downgrades:

Issuer: Calfrac Holdings, LP

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2,
     LGD5, 74% from B1, LGD4, 68%

Issuer: Calfrac Well Services Ltd.

  -- Probability of Default Rating, Downgraded to B1 from Ba3
  -- Corporate Family Rating, Downgraded to B1 from Ba3

Outlook Actions:

Issuer: Calfrac Holdings, LP

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Calfrac Well Services Ltd.

  -- Outlook, Changed To Stable From Rating Under Review

Moody's last rating action for Calfrac was on was September 21,
2009, when its ratings were placed under review for possible
downgrade.

Calfrac Well Services Ltd., headquartered in Calgary, Alberta,
Canada, is a provider of pressure pumping services to E&P
companies in Western Canada, the United States, Russia and Latin
America.


CAMARGO CORREA: Fitch Assigns Issuer Default Rating at 'BB'
-----------------------------------------------------------
Fitch Ratings has assigned a national debt rating of 'AA-(bra)' to
Camargo Correa S.A.'s proposed BR950 million second debentures
issuance.  This issuance will consist of two series.  The first
series will have a bullet amortization during December 2012, while
the second series will include three amortizations occurring in
2012, 2013, and 2014.

Fitch currently rates Camargo and its special-purpose vehicle CCSA
Finance Limited:

  -- Foreign currency Issuer Default Rating 'BB';
  -- Local currency IDR 'BB';
  -- National Scale rating 'AA-(bra)'.

CCSA Finance Limited

  -- US$250 million senior unsecured bonds due 2016 'BB'.

The Rating Outlook is Negative.

CCSA Finance Limited is a special-purpose vehicle wholly-owned by
Camargo and incorporated in the Cayman Islands.  Its debt is
unconditionally guaranteed by Camargo.

Camargo's credit ratings reflect the company's diversified
portfolio of operations, adequate market position in the
industries in which it participates, strong liquidity and high
gross leverage.  Further factored into Camargo's ratings is the
high correlation of its core businesses of cement, engineering and
construction, textiles and footwear with the general economic
conditions of countries in which it operates, especially Brazil
and Argentina.  Camargo's ratings are supported by the company's
long track record of successful acquisitions such as Loma Negra,
Tavex, and Alpargatas Argentina.  It also positively factors in
the company's ability to secure long-term financing to fund its
recent acquisition of Votorantim's stake in VBC Energia.

The Negative Outlook reflects deterioration in credit protection
measures, which have worsened in early 2009, since the company
took a more aggressive financial position to fund the acquisition
of Votorantim's stake in VBC.  Leverage ratios are now weak for
the rating category on a net-debt basis.  Structural subordination
risk associated with a holding company structure is mitigated by
Camargo's financial performance, adequate liquidity and important
dividend flows from core operating companies and minority equity
stakes.

Positive Results:

Despite a challenging operating environment during the first half
of 2009 (1H'09), Camargo's results indicated resilience to the
economic slowdown.  Camargo's consolidated revenues for the last
twelve months ended June 30, 2009 were BR14.1 billion, an increase
of 19.6% compared with the same period ended in June 2008.  The
growth in revenues reflects the company's well diversified revenue
and EBITDA base across several industries.  The company's EBITDA
for the LTM ended in June 2009 was BR2.8 billion, an increase from
BRL2.5 billion during 2008.

During the LTM ended June 30, 2009, Camargo generated BRL1.7
billion of Cash Flow From Operations, a decline from BRL2 billion
of CFFO during 2008.  Dividends received from subsidiaries
increased to BRL409 million for the LTM ended June 30, 2009, an
improvement from BRL265 million in 2008.  Fitch expects Camargo's
cement, engineering and constructions businesses to continue to
benefit from recent improvement in Brazil's economic environment.

Leverage Increases Sharply During 2009:

Camargo' leverage, as measured by net debt/EBITDA, increased to
2.6 times (x) as of June 30, 2009 from 1.5x as of Dec.  31, 2008.
The sharp increase in debt was due to Camargo's acquisition of
Votorantim's 50% stake in VBC Energia for BRL2.6 billion during
February 2009.  This acquisition allowed Camargo to increase its
stake in VBC Energia to 100%.  VBC Energia, in turn, owns 25.6% of
the Brazilian power holding company, Companhia Paulista de Forca e
Luz (CPFL).  This transaction resulted in an increase in Camargo'
total consolidated debt to BRL10 billion at the end of June 2009
from BRL 6.8 billion as of Dec.  31, 2008.  The company's debt
consists of BRL7 billion of bank loans and BRL3 billion of
debentures.

Tight Liquidity Position:

Camargo has had a history of maintaining large cash balances on
its balance sheet in order to facilitate acquisitions and
mitigate market volatility.  As of June 30, 2009, Camargo had
BRL2.3 billion of consolidated cash and marketable securities.
Short-term debt is high relative to cash.  As of June 30, 2009,
the company had BRL2.5 billion of short-term debt.  The company
intends to refinance much of its working capital debt.  The rest
of its debt obligations will be funded with cash flow, cash and
marketable securities, and new debt, including the proposed
BRL950 million debenture.

Camargo Correa is one of the largest private industrial
conglomerates in Brazil generating BRL14.1 billion of net revenues
and around BRL2.8 billion of EBITDA for the last-twelve month
period, ended in June 30, 2009.  Camargo is a holding company with
full ownership interests in cement, engineering and construction
companies.  Control position in homebuilding, textiles, footwear
and sportswear manufacturing companies.  Equity interests in
energy, transportation (highway concessions) and steel businesses.
A large proportion of the company's equity investments are in
companies that are publicly traded and liquid.  The company is
controlled by the Camargo family through their direct holdings in
Participacoes Morro Vermelho, which in turn owns 100% of Camargo.


CAPMARK FINANCIAL: Proposes to Assign $50MM Loan Commitment
-----------------------------------------------------------
Capmark Finance Inc., and Capmark Capital Inc., engage in the
business of, among other things, arranging and providing
financing for United States government public-private venture
related projects, including the privatization of military housing
and the origination and servicing of loans.

On October 30, 2009, the Debtors filed a motion to sell all of
the assets of the Military Housing Business to Jefferies Mortgage
Finance, Inc., excluding an unfunded loan commitment made to
Nellis Air Force Base Properties, LLC for approximately
$50,000,000, to JPMorgan Chase Bank, N.A..

By this Motion, the Debtors seek the Court's authority to assign
and transfer the Unfunded Loan Commitment to JPMorgan Chase Bank,
N.A.  The funding is scheduled to begin in 2010.

"In light of their inability and disincentive to meet their
obligations under the Unfunded Commitment, the Debtors believe
the elimination of a potential $50 million claim against their
estates is more than good and sufficient consideration for the
assignment and transfer of the Unfunded Commitment to JPMorgan,"
says Jason M. Madron, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

A full-text copy of the assignment and assumption agreement is
available for free at:

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

Dan J. Ray, managing director of Capmark Finance Inc., tells the
Court that he supports the approval of the assignment and
transfer of the Unfunded Commitment because in his opinion the
assignment and transfer:

  (a) is in the best interest of the Debtors' estates;

  (b) eliminates potential $50,000,000 claim against the
      Debtors' estates, which constitutes good and sufficient
      consideration for the assignment and transfer of the
      Unfunded Commitment to JPMorgan; and

  (c) represents the sound exercise of the Debtors' business
      judgment.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Fr? res & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CAPMARK FINANCIAL: Proposes to Sell Outstanding Shares in Premier
-----------------------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
authority to sell to Sandringham Investment Inc., all of the
issued and outstanding shares that Capmark Finance Inc., holds in
Premier Asset Management Company.  Premier is a wholly-owned
subsidiary of Capmark Finance.  Premier is based in Tokyo and is a
full product-line servicer offering master, primary, and special
servicing.

However, if the Court declines to approve the private sale, the
Debtors request that the Court:

  (i) schedule an auction on December 14, 2009, at 10:00 a.m.,
      at which the Sellers will solicit competing bids for the
      Sale of the Shares;

(ii) approve proposed bidding procedures;

(iii) approve a break-up fee for the stalking horse bidder as
      protection against a topping bid that represents a higher
      and better offer;

(iv) schedule December 18, 2009, at 10:00 a.m. as the date and
      time for the hearing to approve the Sale of the Shares to
      the winning bidder at the Auction;

  (v) establish an objection deadline in connection with the
      proposed sale; and

(vi) approve the proposed form of notice of the Sale Hearing
      and the Auction.

The Debtors tell the Court that beginning in the first quarter of
2009, they initiated discussions with several parties to obtain a
third party-funded servicing advance facility to support
Premier's advancing obligations and to facilitate the release of
funds in Servicing Advancing Reserve Accounts or the potential
sale of the Premier Servicing Business.  The Premier Servicing
Business was also marketed as part of the pre-Commencement Date
marketing of the Debtors' North American Servicing and North
American Lending and Mortgage Banking segments and the assets
primarily related to those businesses, which sale is the subject
of a separate motion filed with the Court.

In August 2009, one international bank and Chuo Mitsui Trust
Holding Group, which is an investor to investment funds managed
by Sandringham, made formal offers in writing to Premier, both of
which included servicing advance facilities that would allow
Capmark Finance to recover $75 million deposited in the Servicer
Advancing Reserve Accounts.

After carefully considering the two offers with the aid of their
legal and financial advisors, Capmark Finance and Premier
determined that the Chuo Mitsui-Sandringham offer to be the
highest or best available offer for the Shares.

On October 8, 2009, Capmark Finance entered into a Sale Agreement
with Sandringham.  The salient provisions of the Sale Agreement
are:

  (a) The Shares comprise 20,000 fully-paid ordinary shares in
      the capital of Premier, which constitutes the whole of the
      total issued and outstanding shares of Premier.

  (b) The purchase price of the Shares is the aggregate of:

       (i) $1,103,570;

      (ii) $22,096,941; and

     (iii) as the case may be, the Premium, which is equal to
           $2,207,140.  The Premium will be payable if the
           winning bidder for certain Non-Performing Loans being
           sold by Premier elects to continue using Premier to
           service those loans on or before March 31, 2010.

  (c) In the event that the Seller, prior to the Completion, (i)
      consummates a transaction in respect of an offer other
      than that of the Buyer, or (ii) sells, transfers, leases
      or disposes, directly or indirectly, including without
      limitation through an asset sale, stock sale merger or
      other similar transaction, all or substantially all of the
      assets of the Company in a transaction or series of
      transactions within 12 months from the entry of the Sale
      Agreement, the Seller will pay in cash in immediately
      available funds to the Buyer the Break-Up Fee of
      JPY50,000,000 ($551,785) not later than the closing of
      the Alternative Transaction; provided that in no event
      will the Break-Up Fee be payable to the Buyer if
      Completion does not occur by the Completion Date as a
      result of the actions or inactions of the Buyer.

  (d) The Sale Agreement provides that for a period of one year
      starting on the date of the Sale Agreement, Buyer will not
      directly or indirectly solicit or contact with a view to
      his engagement or employment by another person, or employ
      or engage a director, officer, employee or manager of
      Seller or its relevant Seller's Group Company.

  (e) The completion of the transaction contemplated by the Sale
      Agreement is subject to the satisfaction of certain
      closing conditions intended to protect the interests of
      the Seller and Buyer.

The Debtors aver that any substantial delay in the transaction
with Sandringham could have serious adverse consequences,
including the loss of any potential transaction and, importantly,
the delay in recovery of some or all of the $75 million the
Debtors have deposited in the Servicer Advancing Reserve
Accounts.  The Debtors assert that the failure to gain approval
of the Sale to the Buyer could cause the Rating Agencies to
downgrade Premier, resulting in the termination of all of
Premier's servicing contracts.

                       Bidding Process

In the event the Court declines to enter the Private Sale Order
and requires a public bidding process, the Debtors seek to
implement a competitive auction and bidding process for the Sale
of the Shares pursuant to the Sale Agreement, subject to higher
or better offers.

Any person or entity interested in participating in the Auction
must submit a Qualifying Bid on or before December 7, 2009, at
4:00 p.m. in writing, to:

    (i) counsel to the Seller
        Dewey & LeBoeuf LLP
        1301 Avenue of the Americas, New York
        New York 10019
        Attn: Michael P. Kessler, Esq., and
              Judy G.Z. Liu, Esq.;

   (ii) Capmark Financial Group Inc.
        116 Welsh Road, Horsham
        Pennsylvania, 19044
        Attn: Thomas L. Fairfield, Esq.

  (iii) counsel for the Buyer
        White & Case LLP
        Attn: Andrew C. Ambruoso, Esq.
        1155 Avenue of the Americas, New York
        New York, 10036; and

   (iv) counsel for the Official Committee of Unsecured
        Creditors
        Kramer Levin Naftalis & Frankel LLP
        Attn: Thomas Moers Mayer, Esq., and
              Amy Caton,Esq.
        1177 Avenue of the Americas, New York
        NY 10036

To constitute a Qualifying Bid, a bid must:

    (1) be in writing and state that the bidder is prepared to
        enter into a legally binding purchase and sale agreement
        that is substantially similar to, and not materially
        different from, the Sale Agreement for the acquisition
        of the Shares on terms and conditions no less favorable
        to the Seller than the terms and conditions contained in
        the Sale Agreement;

    (2) include a mark-up of the Sale Agreement reflecting the
        variations from the Sale Agreement and a clean and
        executed Modified Sale Agreement;

    (3) provide that the bidder's offer is irrevocable until the
        closing of the purchase of the Shares if that bidder is
        the Successful Bidder or the Back-Up Bidder;

    (4) demonstrate that the bidder is financially able to
        consummate the transactions contemplated by the Modified
        Sale Agreement;

    (5) demonstrate that the bidder, by itself or in partnership
        with another entity, (a) will have, at a minimum, shore
        term unsecured, unsubordinated, unguaranteed debt
        obligations being rated, in case of Fitch, "F-1"; in the
        case of Moody's, short term bank deposit rating of "P-
        1"; and in the case of S&P "A-2"; and can provide the
        Servicer Advancing Agreement and other credit support
        for the Premier Servicing Business;

    (6) describe the source of funding of the purchase price and
        for reimbursement of current and future advances and
        warehouse lines under the servicing portfolio, its
        availability and any contingencies or material
        conditions;

    (7) describe any transition services that will be required
        by the bidder in connection with an acquisition of the
        Shares;

    (8) include a statement that there are no conditions
        precedent to the bidder's ability to enter into a
        definitive Sale Agreement and that all necessary
        internal and shareholder approvals have been obtained
        prior to the bid;

    (9) include a statement that any governmental or third-party
        consents needed to consummate the acquisition of the
        Shares, to the extent they are not already contemplated
        in the Sale Agreement, can and will be obtained before
        the Completion Date;

   (10) not request or entitle the bidder to any transaction or
        breakup fee, expense reimbursement or similar type of
        payment;

   (11) fully disclose the identity of each entity that will be
        bidding for the Shares or otherwise participating in
        connection with that bid, and the complete terms of any
        participation;

   (12) not contain any due diligence or financing
        contingencies of any kind;

   (13) include evidence of authorization and approval from the
        bidder's board of directors with respect to the
        submission, execution, delivery and closing of the
        Modified Sale Agreement;

   (14) includes the names and contact information of members of
        the bidder who will be available to answer questions
        regarding the offer;

   (15) include the names of external advisors including
        financial, legal and accounting firms, as well as
        industry consultants or other resources;

   (16) include any other information or factors that may be
        relevant to the Seller and its advisors in consideration
        of the bid; and

   (17) include a cash deposit by wire transfer equal to 25% of
        the Purchase Price, or higher amount offered to purchase
        the Shares.

The Debtors will notify bidders whether their bids have been
determined to be Qualifying Bids by no later than 4:00 p.m. on
December 10, 2009.

If no timely, conforming Qualified Bids other than the Sale
Agreement are submitted by the Bid Deadline, the Debtors will not
hold an Auction and, instead, will immediately file the Sale
Order approving the Sale Agreement with Buyer, which the Court
will consider at the Sale Hearing.

In the event the Debtors timely receive one or more Qualifying
Bids other than the Sale Agreement, the Debtors will conduct an
Auction at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the
Americas, New York, New York, 10019 on December 14, 2009, at
10:00 a.m.

If an Auction is conducted, the Qualified Bidder with the next
highest or best Qualified Bid will be required to serve as a
back-up bidder and keep that bid open and irrevocable until 24
hours after the closing of the sale transaction with the
Successful Bidder.

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

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

Allen Atchley, senior vice president of Asia Servicing for
nondebtor Capmark Japan KK and representative director of
nondebtor Premier Asset Management Company tells the Court he
supports the approval of the Private Sale Order, as in his
opinion:

  (a) the Premier Servicing Business was fairly and extensively
      marketed;

  (b) the proposed sale under the Sale Agreement represents the
      highest or best offer for the sale of the Premier
      Servicing Business;

  (c) the Sale Agreement was negotiated fairly and at arm's-
      length and entered into in good faith; and

  (d) the Sale represents the sound exercise of the Seller's
      business judgment.

             Committee Objects to Private Sale

The Official Committee of Unsecured Creditors asks the Court to
deny the private sale of Premier and grant the auction and
bidding procedures.  The Committee asserts that given the current
interest in Premier from additional potential buyers, the best
way to achieve the maximum value to the estate is through a
public auction.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Fr? res & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CAPMARK FINANCIAL: Gets OK to Sell Mortgage Biz. to Berkshire
-------------------------------------------------------------
Capmark Financial Group Inc. received approval from the U.S.
Bankruptcy Court for the District of Delaware to complete the sale
of its North American servicing and mortgage banking businesses to
Berkadia Commercial Mortgage LLC pursuant to the previously
announced Asset Put Agreement dated September 2, 2009, as amended
November 23, 2009.

The sale to Berkadia, a newly formed entity owned by Berkshire
Hathaway Inc. and Leucadia National Corporation, for a total
purchase price of $515 million was recommended to the court by the
unsecured creditors' committee and Capmark's management. The
transaction is expected to close by year end.

In connection with the sale of Capmark Financial Group Inc. and
its units' commercial mortgage servicing and mortgage banking
business assets to an entity owned by Berkshire Hathaway Inc. and
Leucadia National Corp. or the winner at an auction, several
contract counterparties asked the Bankruptcy Court to deny Capmark
Financial Group Inc.'s request to assume and assign their
contracts with the Debtors until the proper cure is paid.  The
Contract Counterparties also assert that the Debtors have failed
to demonstrate that the successful purchaser can provide adequate
assurance of future performance.  Other parties like EastBanc,
Inc., Federal Home Loan Mortgage Corporation, and Wells Fargo
Bank, N.A., objected to the terms of the sale.

                        About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Fr? res & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CAPMARK FINANCIAL: US Trustee Balks at Prepetition Claims Payment
-----------------------------------------------------------------
Capmark Financial Group Inc. and its units seek approval to
continue payments under certain components of their prepetition
employee compensation programs -- specifically, the Commission
Plan, the Bonus and Awards Programs and the Severance Plan.
Accordingly, the Debtors filed a Supplemental Brief to address the
relief sought at the final hearing with respect to the Employee
Plans.

The Debtors averred that it is absolutely necessary for them to
continue to make all ordinary wage payments under the Commission
Plan and to make all other payments due to non-insiders under the
Bonus and Award Programs and the Severance Plan.  The Debtors
assert that if those payments are not made, there is a substantial
risk that large numbers of employees will depart, which will
seriously hamper efforts to generate value in their estates.

                      U.S. Trustee Responds

Roberta A. DeAngelis, acting U.S. Trustee for Region 3, tells the
Court that certain of the obligations which the Debtors seek to
pay are properly classified as prepetition claims.  Ms. DeAngelis
points out that to the extent the Debtors seek authority to pay
prepetition, unsecured claims in full, the only authority for
doing so is the "necessity of payment" doctrine.  Thus, Ms.
DeAngelis leaves the Debtors to their burden with regard to
compliance with Section 503(c) of the Bankruptcy Code and
reserves the right to be heard at the close of the evidence.

Furthermore, Ms. DeAngelis avers that to the extent the Debtors
seek to pay amounts earned postpetition under the Plans to
insiders and managers, those payments may be restricted by
Section 503(c) of the Bankruptcy Code.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Fr? res & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CATALYST PAPER: Exchange Offer Cues Moody's to Junk Ratings
-----------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
rating of Catalyst Paper Corporation to Caa3 from B3 following the
company's announcement that it has commenced a private offer to
exchange a portion of the company's debt.  In related rating
actions, Moody's affirmed Catalyst's B3 Corporate Family Rating
and downgraded the notes subject to the exchange offer (Senior
Notes due 2011) to Caa3 from Caa1 and has placed the rating of the
company's Senior Notes due 2014 under review for possible
downgrade.  The Speculative Grade Liquidity rating remains SGL-3.
The outlook is negative.

The downgrade of the company's PDR reflects Catalyst's
announcement that it is offering to exchange its outstanding 8
5/8% Senior Notes due 2011 (the "Old Notes") for a combination of
new 10% Senior Secured Notes due 2016 (the "New Notes") and shares
of its common stock.  For each US$1,000 in principal amount of Old
Notes tendered Catalyst is offering US$700 in principal amount of
New Notes, an early tender premium of US$25 in principal amount of
New Notes and 269 common shares.  Catalyst is also soliciting
consents to amend the terms of the indenture governing the Old
Notes that would eliminate certain restrictive covenants contained
in the indenture.

Moody's views the exchange of notes at below par and the stripping
of covenants on the Old Notes, as proposed, to be a distressed
exchange and the Caa3 PDR anticipates these events.  The New Notes
will be secured on a first-priority basis by a security interest
in a portion of Catalyst's fixed assets.  The Caa3 rating on the
Old Notes reflects the expected loss to be incurred by the
participating debt holders based on the discount that is being
offered.  The company's Senior Notes due 2014 were placed under
review for possible downgrade reflecting a likely change in their
ratings based on the additional amount of secured debt in the
post-exchange capital structure if the exchange offer goes through
as proposed.  Upon the closing of the exchange offer, Moody's will
classify the exchange as a limited default and may change the PDR
to B3/LD.

Downgrades:

Issuer: Catalyst Paper Corporation

  -- Probability of Default Rating, Downgraded to Caa3 from B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3,
     LGD5, 75% from Caa1, LGD4, 66%

On Review for Possible Downgrade:

Issuer: Catalyst Paper Corporation

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Caa1, LGD4, 66%

Moody's last rating action was on July 8, 2009, when the corporate
family rating of Catalyst was downgraded to B3 from B1 and the
company's senior unsecured debt ratings were downgraded to Caa1
from B2.

Headquartered in Richmond, British Columbia, Catalyst is the
largest producer of mechanical coated and uncoated specialty
papers and newsprint and the only producer of lightweight coated
paper located on the west coast of North America and is also one
of the largest producers of lightweight uncoated groundwood
(directory) paper in the world.  The company also produces market
pulp and operates the largest paper recycling operation in Western
Canada.


CATALYST PAPER: Reaches Arbitration Settlement with Island Cogen
----------------------------------------------------------------
Catalyst Paper has settled the arbitration proceeding relating to
its 20-year Energy Services Agreement with Island Cogeneration
No. 2 Inc.  This arbitration was a result of Catalyst's
declaration of force majeure under the Energy Services Agreement
due to the permanent closure of its Elk Falls pulp mill in
November 2008 as a result of the unavailability of sawdust fiber.

The settlement terminates the Energy Services Agreement and all of
Catalyst's related obligations including its contingent liability
for energy not purchased.  Subject to subdivision approval,
Catalyst has agreed to transfer to Cogen land currently leased by
Cogen upon which its energy facility is located.  Catalyst has
also granted certain easements and access rights to Cogen to
facilitate the independent operation of the energy facility.  In
addition, Cogen has agreed to take steps to eliminate its reliance
on Catalyst for certain services and the company has agreed to
cooperate with Cogen in that regard.

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

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

                       About Catalyst Paper

Headquartered in Richmond, British Columbia, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty printing
papers, newsprint and pulp.  Its customers include retailers,
publishers and commercial printers in North America, Latin
America, the Pacific Rim and Europe.  With six mills strategically
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tones.

At September 30, 2009, the Company had C$2.20 billion in total
assets against C$1.29 billion in total liabilities.  At September
30, 2009, the Company had liquidity of C$192.9 million, comprised
of C$90.6 million cash, and availability of C$102.3 million on the
Company's asset-based loan facility.


CENTRAL KANSAS: Gets Interim OK to Hire Redmond as Bankr. Counsel
-----------------------------------------------------------------
Central Kansas Crude LLC sought and obtained approval from the
U.S. Bankruptcy Court for the District of Kansas to employ Edward
J. Nazar at Redmond & Nazar, L.L.P., as bankruptcy counsel on an
interim basis.

Notice must be given to all creditors of the Debtor's application
for the engagement of counsel.  The Debtor hasn't filed a notice
of application for hearing to all creditors and parties in
interest.

Redmond & Nazar will, among other things:

     a. advise and assist the Debtor in the negotiation and
        documentation of financing agreements, cash collateral
        order and related transactions;

     b. investigate into the nature and validity of liens asserted
        against the property of the Debtor, and advise the Debtor
        concerning the enforceability of said liens;

     c. investigate and advise the Debtor on the collection of
        income and assets and recover property for the benefit of
        the Debtor's estate.

     d. prepare applications, motions, pleadings, orders, notices
        schedules and other documents as may be necessary and
        appropriate, and review the financial and other reports to
        be filed; and

     e. counsel the Debtor in the formulation, negotiation and
        promulgation of plan or plans of reorganization and
        related documents.

Redmond & Nazar will be paid based on the hourly rates of its
professionals:

             Edward J. Nazar          $275
             Martin R. Ufford         $210
             W. Thomas Gilman         $210
             Jeffrey W. Rockett       $180
             Nicholas R. Grillot      $150

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

The Debtor has also sought the Court's approval of the Debtor's
monthly fee authorizing 100% of Redmond & Nazar's fees and 100% of
its expenses.  The Debtor proposes to remit to Redmond & Nazar
100% of incurred fees and expenses, and that the Debtor's counsel
may apply funds equal to 80% of incurred fees and 100% of incurred
expenses on a monthly basis, and retain the balance in Debtor's
counsel's trust account pending further Order every 120 days.

Pratt, Kansas-based Central Kansas Crude LLC filed for Chapter 11
bankruptcy protection on November 17, 2009 (Bankr. D. Kan. Case
No. 09-13798).  Edward J. Nazar, Esq., who has an office in
Wichita, Kansas, assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $13,515,357,
and total debts of $25,418,311.


CENTRAL KANSAS: Sec. 341 Meeting Set for December 7
---------------------------------------------------
U.S. Trustee for Region 20 will convene a meeting of Central
Kansas Crude LLC's creditors on December 17, 2009, at 9:00 a.m. at
Room B-56 US Courthouse, 401 North Market, Wichita, KS 67202.

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

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

Pratt, Kansas-based Central Kansas Crude LLC filed for Chapter 11
bankruptcy protection on November 17, 2009 (Bankr. D. Kan. Case
No. 09-13798).  Edward J. Nazar, Esq., who has an office in
Wichita, Kansas, assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $13,515,357,
and total debts of $25,418,311.


CHADWICK PRATER: Files for Chapter 11 Bankruptcy in Nashville
-------------------------------------------------------------
Chadwick Prater Homes filed for bankruptcy under Chapter 11 in the
U.S. Bankruptcy Court in Nashville, citing assets of less than
$50,000, and liabilities of between $1 million and $10 million,
reports Nashville Business Journal.

The source says the Company owes more than $1.98 million to its
creditors.  The Company owes $1.6 million to BAC Home Loan
Servicing and $201,553 to EMC Mortgage, it adds.

Chadwick Prater Homes is a homebuilder in Murfreesboro.


CHAMPION ENTERPRISES: Financing, Cash Collateral Use Interim OK
---------------------------------------------------------------
Champion Enterprises, Inc., et al., sought and obtained permission
from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware to obtain secured financing from a syndicate
of lenders led by Credit Suisse AG, Cayman Islands Branch as
administrative agent.

The DIP lenders have committed to provide a senior secured first
priority DIP facility comprising:

     a. up to $2 million synthetic letter of credit facility for
        new letters of credit;

     b. up to $38 million in principal amount of new money loans,
        of which up to $30,335,052 in principal amount will be
        advanced on the closing date and the remaining balance
        will be made available upon entry of the final order; and

     c. a dollar-for-dollar roll-up of up to $40 million in
        principal amount of outstanding prepetition loans and
        other credit extensions of the lenders under the
        prepetition credit agreement who fund the New Money Loans
        and DIP LCs, plus an additional principal amount equal to
        any amount of interest on the Roll-Up Loans that is paid
        in kind.

The attorney for the Debtors, Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, explained that the Debtors need
the money to fund their Chapter 11 case, pay suppliers and other
parties.

The DIP facility will mature four and a half months from the
petition date.  The New Money Loan will be payable on the last
business day at the end of each fiscal month at 10% plus adjusted
LIBO Rate, or 9.00% plus the greatest of adjusted base rate from
the time in effect or adjusted LIBO Rate.  Participation Fees on
the DIP LCs will accrue at a rate per annum equal to the sum of
the Adjusted LIBO Rate for the relevant investments periods plus
an applicable margin of 10.00%.  Interest on the Roll-Up Loan will
be payable on the last business day at the end of each fiscal
month at 8.5% plus the adjusted LIBO Rate, or 7.50% plus the
greatest of the adjusted base rate and adjusted LIBO Rate.  In the
event of default, the Debtors will pay an additional 2% default
interest per annum in excess of the (i) the ABR Rate with respect
to the New Money Loans and the synthetic deposits (DIP LCs) and
(ii) the Roll-Up ABR Rate with respect to the Roll-Up Loans,
except that the interest applicable to any Sterling Term Loan will
be the Roll-Up Adjusted LIBO Rate.

Upon the occurrence of the maturity date or the refinancing of the
DIP Loan, each Lender will be entitled to receive an exit fee
equal to the product of 0.25% and the then outstanding principal
amount of the Lender's DIP Loan.  The Debtors will pay upfront
fees to (a) the administrative agent and the lead arranger, (b)
the backstop lenders.  Upon the closing of the DIP Credit
Agreement, the Debtors will pay each lender under the prepetition
credit agreement that consents to the transactions referred to
herein a consent fee of 0.50% on the amount of the lender's
outstanding loans and commitments under the prepetition credit
agreement, a fee to be payable in kind by adding the amount to the
principal amount of the lender's loans under the prepetition
agreement.

To secure all obligations of each Debtor and guarantor under the
DIP Credit Agreement, the collateral agent, for the benefit of the
lender, will receive a fully perfected first priority pledge of
all equity interests in the Debtors, each guarantor and CBS Monaco
Limited, all inter-company notes or inter-company receivables due
to the Debtors and guarantors, and a fully perfected first
priority security interest in all prepetition and postpetition
assets of each Debtor.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees, in an amount not to exceed: (a) all accrued but
unpaid professional expenses incurred by the Debtors prior to the
date of delivery by the Administrative Agent to the Debtors and
its counsel of record of a notice of cessation of funding the
Reserve Account, provided that the pre-carve-out notice amount
won't exceed the amounts set forth in the approved DIP Budget for
such items through the date of the notice, plus (b) $625,000 for
the payment of professional expenses arising after the date of
delivery of the administrative agent to the Debtors and their
counsel of record of a notice of cessation of funding from the
reserve account, plus (c) fees incurred and fees payable to the
clerk of Court.

The Debtors covenant with the lenders not to let (a) the Debtors'
cash and cash equivalent investments as of the end of each week to
be less than the greater of  the total ending operating cash
projected in the approved DIP budget less $2.5 million and
$4.5 million; and (b) beginning with respect to the third week
after the closing date, the cumulative deviations with respect to
the sum of each net operating cash flow, cash advance from/to
Canada, cash advance from/to U.S., and professional fees set fort
in the DIP budget, to exceed $2.5 million

A copy of the DIP Agreement is available for free at:

      http://bankrupt.com/misc/CHAMPION_dip_agreement1.pdf
      http://bankrupt.com/misc/CHAMPION_dip_agreement2.pdf
      http://bankrupt.com/misc/CHAMPION_dip_agreement3.pdf

The Court allowed the Debtors to file under seal the engagement
letter, fee letter, and backstop fee letter related to the Credit
Agreement.

The Debtors also sought and obtained authority from the Court to
use the cash collateral securing their obligation to their
prepetition lenders.

Ms. Jones explained that the Debtors need the money to fund their
chapter 11 case, pay suppliers and other parties.  She said that
the Debtors will also use the Cash Collateral to provide
additional liquidity.  The Debtors will use the collateral
pursuant to a weekly budget, a copy of which is available for free
at http://bankrupt.com/misc/CHAMPION_budget.pdf

In exchange for using the cash collateral, the prepetition lenders
will maintain security interests in and liens upon all of the
collateral and are also granted a replacement security interest in
and lien upon all the collateral, subject and subordinate to the
DIP Liens and the carve-out.  The Lenders will receive an
administrative claim with priority over all administrative expense
claims and unsecured claims against the Debtors, subject to the
carve-out and to the superpriority claims granted to the
administrative agent, collateral agent and the lenders under the
DIP credit agreement.

The prepetition agents will receive from the Debtors current cash
payments of all fees and expenses payable to the prepetition
agents under the prepetition agreements, inlcuding reasonable fees
and disbursements of counsel, financial and other consultants for
the prepetition agents.

The Court has set for December 10, 2009, at 1:00 p.m. the final
hearing on the Debtors' request to obtain DIP financing and access
cash collateral.

                    About Champion Enterprises

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. Del. 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.

ompany's common stock may be cancelled without any compensation
pursuant to such plan.

                      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)


CHARTER COMMUNICATIONS: District Court Also Won't Stop Exit Plan
----------------------------------------------------------------
Tiffany Kary at Bloomberg News reports that U.S. District Court
Judge Sidney Stein has affirmed a decision by the bankruptcy court
to deny the request by lenders, led by JPMorgan Chase & Co., for a
stay of the Charter's reorganization plan pending their appeal of
the confirmation order.

The lenders have asked for a stay, on concern that if the
reorganization plan takes effect, their appeal would be rendered
moot.

Bankruptcy Judge James Peck denied a stay of the Plan 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.

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: Balks at Shareholders' Objection to Deloitte
-----------------------------------------------------------
Jon Eric Jacks, an equity holder of 800,000 shares of Chemtura
Corp. common stock, asked the Bankruptcy Court to deny Chemtura
Corp.'s request to employ Deloitte Financial Advisory Services LLP
to provide bankruptcy claims administration and emergence
accounting services nunc pro tunc to September 9, 2009.

IMr. Jacks says the hiring is not "sound business judgment."

Mr. Jacks notes that Fresh Start accounting is not optional and
the Debtors must show specific necessity as required by Rule 2014
of the Federal Rules of Bankruptcy Procedure.  He points out that
(i) a Plan of Reorganization has not been presented or confirmed,
which is a prerequisite of Fresh Start accounting; and (ii) the
valuation of the Debtors' assets is not complete.  Therefore, the
liabilities to be incorporated in a revalued balance sheet needed
in Fresh Start Accounting are not complete, he contends.

Subsequently, in a letter addressed to the Court, Peter A. Pizzi,
another shareholder, voiced his support of Mr. Jacks' objection.

                         Debtors Talk Back

On the Debtors' behalf, Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York, argues that the objections raised against
the Deloitte FAS employment application are "thinly-veiled
attempt[s] by equity holders to continue their unsupported
lobbying efforts for the appointment of an equity committee and
to interrupt the Debtors' good faith efforts to progress these
Chapter 11 cases toward conclusion."

Mr. Cieri further argues that the Objectors' contentions about
the inappropriateness of the Employment Application and Deloitte
FAS' potential conflict of interest has no merit.

Mr. Jacks previously pointed out that Deloitte FAS may have a
conflict of interest when Deloitte Tax LLP, an affiliate of
Deloitte FAS and employed by the Debtors, waived its prepetition
claim against the Debtors at the time of its employment.

To address the issues, Mr. Cieri explains that the Debtors
require assistance with the time-consuming accounting necessary
to meet possible reporting requirements under which they may have
to revalue their assets and liabilities under fresh-start
accounting.

With regard to potential conflicts, Mr. Cieri points out that
Deloitte FAS and Deloitte Tax are different legal entities and
the waiver of a prepetition claim by a professional is required
for that professional to qualify as a "disinterested person"
under Section 327(a) of the Bankruptcy Code.

"There is nothing nefarious about a professional waiving its
prepetition claim upon retention, and such an act does not
constitute a 'pay to play,'" Mr. Cieri says.

For these reasons, the Debtors ask the Court to overrule the
objections and grant them authority to employ Deloitte FAS.

                      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: Creditors Transfer Claims Totaling $2.37MM
---------------------------------------------------------
Sixteen entities transferred claims, totaling more than
$2,000,000, asserted in the Debtors' Chapter 11 cases to certain
other entities.  They are:

  Transferor                Transferee                 Amount
  ----------                ----------                 ------
  F T Thomas Pump &         Argo Partners              $3,346
  Supply Co.                                            6,346

  Clarke Modet and          Argo Partners              21,568
  Co Peru

  Johnson Controls          Argo Partners              25,496
                                                      416,833
                                                      112,742
                                                      112,742

  Alpha Associates, Inc.    Argo Partners               7,747

  Robison Curphy &          Argo Partners              74,816
  O'Connell

  Cooling Tower             Argo Partners              20,690
  Technologies

  Lazer Spot, Inc.          Longacre Opportunity      178,977
                            Fund LP                   185,335
                                                      185,335

  Holly Oak Chemical, Inc.  Longacre Opportunity      456,028

  Southstar Energy          Corre Opportunities        57,462
  Services                  Fund LLP

  Marubeni Specialty        Corre Opportunities       173,238
  Chemicals, Inc.           Fund

  General Steel Drum Corp.  Corre Opportunities       131,860

  Supply Chain Advisory     Corre Opportunities        10,950
  Services                                             70,419

  Middlesex Water Co.       Corre Opportunities        55,606

  United Maintenance        Claims Recovery Group      19,685
                            LLC

  Bulk Pack, Inc.           Fair Harbor Capital LLC    30,095

  First Truck Log           Liquidity Solutions,       13,096
                            Inc.

  BBP Sales                 Sierra Liquidity Fund         992
                            LLC

  Truck Rail Transport      Fair Harbor Capital LLC     1,251

                      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: Pentair Wants Great Lakes to Give Up Documents
-------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, Pentair Pool Products, Inc., asks the Court to compel
the attendance of Debtor Great Lakes Chemical Corporation and
compel it to produce certain documents.

Pentair is a co-defendant with Great Lakes in a California state
court action.  Great Lakes, through prior merger, manufactured a
product which was allegedly defective and which caused grievous
bodily injury to Kurt Stetler, one of the plaintiffs in the
California Action.  The other plaintiff is Mr. Stetler's wife,
Amy Stetler.

Pentair seeks discovery into the insurance available to the
Debtors in order to determine the appropriate course of action,
which might include a request for relief from the automatic stay
to the extent of available insurance coverage.

J. Joseph Bainton, Esq., at Smith Gambrell & Russell LLP, in New
York, relates that before the Petition Date, Great Lakes served
responses to the Plaintiffs' discovery requests and identified an
insurance policy in effect at the time of the Incident.  The
policy identified by Great Lakes was a "claims made" policy, as
opposed to an "occurrence policy."

After the Petition Date, Pentair sent informal requests to Great
Lakes' bankruptcy counsel in an attempt to obtain additional
information, Mr. Bainton tells the Court, and learned that the
claim resulting from the Incident was made to Great Lakes'
insurer in May 2006, years after the Incident.  Therefore, the
"claims made" policy which Great Lakes purported to be the policy
covering the Incident, does not in fact cover the Incident, Mr.
Bainton reasons.

Accordingly, Pentair now seeks additional information about the
insurance policies held by Great Lakes.

                      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)


CHRYSLER LLC: Gets Nod for Claim Settlement Procedures
------------------------------------------------------
Old CarCo LLC, formerly Chrysler LLC, and its units obtained an
order from the Bankruptcy Court:

  (a) granting them relief from certain limitations of Rule 3007
      of the Federal Rules of Bankruptcy Procedure; and

  (b) establishing procedures, by which the Debtors may:

      * object to the claims that have been or may be filed and
        scheduled in the bankruptcy cases; and

      * within certain parameters, resolve the amount,
        classification and allowance or disallowance and
        expungement of Claims on reduced notice and without
        additional approval from the Court.

On August 6, 2009, the Court granted the Debtors' request and
established (i) September 28, 2009, as the general bar date, (ii)
October 27, 2009, as the deadline for governmental units to file
proofs of claim asserting prepetition liabilities against Debtors
other than Alpha Holding LP, and (iii) November 15, 2009, as the
deadline for governmental units to file proofs of claim asserting
prepetition liabilities against Alpha.

After the entry of the Bar Date Order, the Debtors served
approximately 440,000 notices of the Bar Dates on all known
creditors and potential creditors, in accordance with the Bar Date
Order.  The Debtors also published the Bar Date Notice in The Wall
Street Journal, The New York Times, The Financial Times and USA
Today.

In response to the Bar Date Notice, the Debtors have received more
than 28,500 proofs of claim to date asserting alleged liabilities
against the Debtors in the aggregate face amount of more than
$106 billion, plus unliquidated amounts.  In addition, the
Debtors' schedules of assets and liabilities may include other
Claims scheduled as liquidated, noncontingent and undisputed that
have not been superseded by any Proofs of Claim.

Rule 3007 of the Federal Rules of Bankruptcy Procedure limits the
types of objections that the Debtors may assert against multiple
Claims on an omnibus basis.  Specifically, "unless otherwise
ordered by the court or permitted by subdivision (d) [of
Bankruptcy Rule 3007]," the Debtors may not assert Omnibus Claim
Objections.  Rule 3007(d) permits an Omnibus Claim Objection only
when the basis for the Omnibus Claim Objection is that the claims
in question duplicate other claims and have been filed in the
wrong case, among other bases.

Based on the Debtors' preliminary review of the Claims, the
Debtors anticipate that they potentially may object to thousands
of Claims, and that many of the objections may be on grounds that
the Debtors would not be permitted to assert on an omnibus basis
under Rule 3007, Corinne Ball, Esq., at Jones Day, in New York,
tells the Court.  As a practical matter, however, she says that
preparing and filing potentially many thousands of separate
objections to individual claims on those grounds would be both
time-consuming and expensive and would place additional burdens on
the Debtors, other parties-in-interest and the Court.  She adds
that the impact of the resulting delays and costs could be
substantial in the bankruptcy cases, considering the extraordinary
number and aggregate asserted amount of Claims, the bankruptcy
estates' limited resources and the Debtors' circumstances of
pursuing a wind-down of their affairs.

Thus, Ms. Ball contends that if left unmodified in the cases, the
limitations imposed under Rule 3007 would impose significant
burdens on the Debtors' estates to the direct detriment of
stakeholders whose interests would be impacted by unnecessary
administrative expenses and delay of strictly complying with the
rule.  The Debtors, therefore, ask the Court to permit them to
assert Omnibus Claim Objections, including by seeking any
combination of reduction, reclassification and disallowance of the
Claims, in whole or in part.

In addition to the requirements of Rule 3007, as modified, the
Debtors propose that the Claim Objection Procedures govern all
Omnibus Claim Objections and all non-omnibus claim objections and
any resulting contested matters.

In the interests of efficiency, the Debtors intend to negotiate
with holders of Claims in appropriate circumstances to attempt to
resolve disputed Claims in whole or in part without the need for
Claim Objections.  To enable the Debtors to achieve and enter into
settlements of as many Claims as possible in an expeditious and
streamlined fashion -- thus, benefiting all interested parties by
avoiding excessive cost and delay -- the Debtors propose certain
claim settlement procedures.

Ms. Ball asserts that the Debtors designed the Claim Settlement
Procedures to promote the fair, expeditious and inexpensive
resolution of Claims in the Chapter 11 cases.  The Debtors believe
that the Claim Settlement Procedures will foster the consensual
resolution of a significant number of Claims without extensive
administration or the need for judicial intervention to resolve
each Claim.

A copy of the approved procedures can be obtained for free at:

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

                        About Chrysler LLC

Law360 reports that Old Carco LLC - Chrysler LLC's castoff - won
permission from a bankruptcy judge Thursday to sell a shuttered
Newark, Del., assembly plant, currently the site of environmental
remediation, for $24 million to the University of Delaware.

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

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

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

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

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


CHRYSLER LLC: Gets Nod for Funding Arrangement for Wind-Down
------------------------------------------------------------
The Bankruptcy Court has approved Old CarCO LLC's proposed funding
arrangement for the wind-down of its operations.

Chrysler LLC, now known as Old CarCo LLC, and its units have been
authorized to obtain postpetition financing on a secured and
superpriority basis pursuant to the terms and conditions set forth
in the Second Lien Secured Priming Superpriority Debtor-in-
Possession Credit Agreement dated as of May 5, 2009, among Old
Carco, as borrower, and the United States Department of the
Treasury and Export Development Canada, as lenders, up to a
maximum aggregate amount of $4.96 billion.  As part of the DIP
Credit Agreement and the DIP Financing Order, the DIP Lenders
received adequate protection, including senior liens on certain of
the Debtors' assets as set forth in the DIP Financing Order.

The Debtors' obligations under the DIP Credit Agreement are
secured by first priority perfected lien and security interests on
(i) certain liquidation funds, and (ii) the DIP Collateral.  The
Debtors currently are in possession of cash that is DIP Collateral
and expect to generate additional cash proceeds from the sale or
other disposition of other DIP Collateral, all of which constitute
cash collateral of the DIP Lenders within the meaning of Section
363(a) of the Bankruptcy Code.

Under the Court's final order on cash collateral, the Debtors were
authorized to use certain cash collateral that secured their
obligations under the Amended and Restated First Lien Credit
Agreement, dated as of November 29, among Carco Intermediate
Holdco II LLC, Old Carco, the lenders party, and JPMorgan Chase,
N.A., as administrative agent.

Pursuant to the Cash Collateral Order, the Official Committee of
Unsecured Creditors reserved certain rights with respect to, among
other things, Sections 506(c) and 552(b) of the Bankruptcy Code,
including the rights to challenge the liens with respect to the
approximately 7,600 Chrysler-, Dodge- and Jeep-branded vehicles
owned by the Debtors as of the Closing Date of the Fiat
Transaction that previously were designated for use for various
company purposes and the proceeds thereof.

The Debtors' rights to use cash collateral under the Cash
Collateral Order terminated on July 3, 2009.

In furtherance of the Debtors' wind-down efforts, the parties
agreed that an amount of not less than $260 million of the DIP
Financing would be maintained to fund the winddown of the Debtors'
bankruptcy estates, including the consummation of a plan of
liquidation under Chapter 11 of the Bankruptcy Code.  Winddown
Funds in the amount of $113 million were deposited in two
designated accounts with KeyBank National Association and JPMorgan
Chase Bank N.A. to satisfy certain tax liabilities, and the
remainder of the Winddown Funds has been held in KeyBank.

In addition to the Winddown Funds, $42 million from the DIP
Financing -- the "Prefunded Amount" -- were deposited in dedicated
accounts at KeyBank.  The Prefunded Amount and the Winddown Funds,
which total approximately $302 million, are collectively referred
as the "Liquidation Funds."  From and after the Closing Date, with
the approval of the DIP Lenders, the Debtors have used certain of
the Liquidation Funds to pay the costs of administering their
estates.

The Debtors note that Liquidation Funds will be used to, among
other things, satisfy certain sales and use taxes, Michigan
business tax and other taxes owed to state and local taxing
authorities in the United States of America in respect of any of
the Debtors and not covered by the Sale Order.  A copy of the
schedule of sources and uses of Liquidation Funds can be obtained
for free at:

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

Following the Closing Date, the Debtors have been engaged in
discussions with their key stakeholders, including the DIP
Lenders, the First Lien Agent, the Creditors Committee and other
key stakeholders to reach agreements that would facilitate the
financing of an orderly winddown of the Debtors' remaining assets
and the completion of the Chapter 11 process, Corinne Ball, Esq.,
at Jones Day, in New York, informs Judge Gonzalez.  Discussions
with the U.S. Treasury have focused on the use of the Liquidation
Funds and the resolution of related matters.

In connection with the negotiations, Ms. Ball reveals that the
U.S. Treasury indicated that the DIP Lenders did not intend to
fund the Debtors' activities to preserve and liquidate the First
Lien Collateral.  Hence, she notes, the Debtors devoted time to
separate negotiations with the First Lien Agent regarding the use
of the First Lien Lenders' cash collateral to fund activities
relating to the First Lien Collateral.

The negotiations have resulted in the two proposed agreed orders
that have been filed concurrently with the Court:

  (a) the proposed agreed order authorizing the Debtors to use
      cash collateral of the Prepetition Secured Lenders in
      support of the administration and disposition of their
      collateral, pursuant to which the First Lien Lenders agree
      to the use of their cash collateral to fund the
      preservation and liquidation of the First Lien Collateral,
      subject to certain terms and conditions; and

  (b) the proposed agreed order approving winddown funding for
      the Debtors' estates.

Ms. Ball contends that the Proposed Winddown Order, in conjunction
with the Proposed First Lien Winddown Order, promotes a global
resolution among the Debtors' key constituents and establishes a
comprehensive funding arrangement with respect to the orderly
liquidation of the bankruptcy estates.  Specifically, she points
out, the Proposed Winddown Order establishes the terms under which
the DIP Lenders will permit the ongoing use of the Liquidation
Funds to fund a plan of liquidation and related activities.  The
proposed Winddown Order, on the other hand, resolves obstacles
remaining to the completion of the Debtors' winddown and the
eventual confirmation of a plan.

                           *     *     *

Copies of the approved Wind-down Orders are available for free at:

http://bankrupt.com/misc/Chrysler_Approved_WinddownOrder.pdf
http://bankrupt.com/misc/Chrysler_Approved_1stLien_WDOrder.pdf

To recall, the Debtors engaged in negotiations with their key
stakeholders, including the DIP Lenders, the First Lien Agent, the
Creditors Committee and other key stakeholders to reach agreements
that would facilitate the financing of an orderly winddown of the
Debtors' remaining assets and the completion of the Chapter 11
process.  The Debtors also devoted time to separate negotiations
with the First Lien Agent regarding the use of the First Lien
Lenders' cash collateral to fund activities relating to the First
Lien Collateral.

The negotiations have resulted in the two proposed agreed orders:

(a) the proposed agreed order authorizing the Debtors to use
     cash collateral of the Prepetition Secured Lenders in
     support of the administration and disposition of their
     collateral, pursuant to which the First Lien Lenders agree
     to the use of their cash collateral to fund the
     preservation and liquidation of the First Lien Collateral,
     subject to certain terms and conditions; and

(b) the proposed agreed order approving winddown funding for
     the Debtors' estates.

                       Objections Overruled

Prior to the approval of the requests, Daimler AG, Daimler North
America Corporation, Daimler Investments US Corporation and
Daimler North America Finance Corporation filed an objection
arguing that the requests seek the Court's approval of an
agreement reached among the Debtors, the Official Committee of
Unsecured Creditors, the U.S. Treasury, Export Development Canada
and the First Lien Lenders, that purports to use the proceeds of
certain of the bankruptcy estate's assets in which the First Lien
Lenders have claimed a security interest to provide up to
$7 million to fund the Creditors Committee's expenses in
prosecuting its lawsuit against Daimler.  Daimler is a second lien
holder with respect to that cash collateral and it objects to the
use of its collateral as set forth in the requests.

The Creditors Committee replied to Daimler's objection asserting
that the opposition (i) is nothing more than a blatant reiteration
of Daimler's unsuccessful opposition to the Creditors Committee's
request for standing to bring a lawsuit against Daimler, and (ii)
does not raise any new issues for the Court to consider at this
time.  The Creditors Committee added that the proposed settlement
with the First Lien Lenders to provide funding for the Daimler
Litigation does not involve the use of Daimler's "cash collateral"
and, thus, Daimler's objection is without merit.

The Debtors subsequently filed revised a Proposed Winddown Order
and Proposed First Lien Winddown Order to reflect Daimler's
objection, among other amendments.

The Court overruled the objection.

                        About Chrysler LLC

Law360 reports that Old Carco LLC - Chrysler LLC's castoff - won
permission from a bankruptcy judge Thursday to sell a shuttered
Newark, Del., assembly plant, currently the site of environmental
remediation, for $24 million to the University of Delaware.

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

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

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

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

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


CHRYSLER LLC: New Chrysler May Lose Over 100 Dealerships
--------------------------------------------------------
As many as 145 dealerships of Chrysler Group LLC face possible
closure unless they get financing for their new-vehicle inventory
from GMAC Inc. or another lender, according to Bloomberg News.

Chrysler Group spokeswoman Kathy Graham said dealers may have to
make a "difficult decision" about whether to close if they cannot
get the financing.  She added, however, that GMAC has been
negotiating with Chrysler retailers, and Chrysler is optimistic
the dealers can get financing from GMAC or another lender, says
the report.

GMAC replaced Chrysler Financial as the preferred lender for the
dealers as part of Chrysler's reorganization.

Chrysler currently has about 2,400 U.S.-based dealers after
terminating 789 as part of the sale of its assets to Italy-based
auto maker Fiat S.p.A.  Some 1,500 Chrysler dealerships sought
financing through GMAC while the rest made other deals.

GMAC spokeswoman Sue Mallino said that of about 1,500 dealers that
applied, about 90% percent will qualify.  She further said that 85
dealers had been refused financing while about 60 other dealers
are under consideration, Bloomberg News reported.

Ms. Graham said Chrysler had no plans to end franchise agreements
with the dealers but it could do little to save them if they could
not find financing, according to a report by Reuters.

Chrysler Group is planning to invest $500 million in its
dealerships over the next five years including $120 million next
year and is expecting to complete its plan to have all dealers
carry the Chrysler, Dodge and Jeep brands by 2011, Bloomberg News
reported.

        GMAC to Work Past Deadline to Secure Floorplans

GMAC said it is willing to work with the rest of the dealers to
approve their wholesale financing beyond the deadline which was
November 21, Automotive News reported.

"While we can't keep dealers on interim financing forever, we will
continue to work on an individual basis with the dealers who have
a clear endgame to reach post-interim financing and we do not have
any hard deadlines in place," Automotive News quoted GMAC
spokesman Tony Sapienza as saying.

Chrysler Group's dealers are caught in financial turmoil, which
resulted from the decision by the U.S government's auto task force
to drop Chrysler Financial as the lender during the automaker's
bankruptcy case.  To ease the transfer to GMAC, the U.S. Treasury
Department agreed on May 21 to guarantee GMAC loans to Chrysler
dealers for six months, which ended on November 21.

Some dealers, however, have problematic real estate or working
capital loans currently with Chrysler Financial, according to
Automotive News.

The dealers availed of those loans from Chrysler Financial to
expand and improve the stores when the commercial real estate
market was in boom.  But now, their properties are worth less than
the amount they owe Chrysler Financial and the lending company
won't give up its security in those loans until they are paid.

Until Chrysler Financial releases its security on the loans, the
dealers cannot get new floorplan financing with GMAC or any other
lender, according to Automotive News.

GMAC currently provides wholesale financing for 67% of Chrysler's
U.S. dealership inventory and 85% in Canada.

In another development, senators called on Chrysler Group and
another auto maker, General Motors, to release more details on
ongoing talks over the termination of their dealers, according to
a report by The Associated Press.

In letters to Chrysler and GM, the Senate Commerce Committee
sought more information on the negotiations brokered by Congress
between the dealers and the auto makers over whether the decision
to terminate the dealers should be reversed.

The Commerce Committee also asked for additional details on issues
like whether closed dealers get the first right to reopen if the
automakers decide to open franchises in the area, according to the
AP report.

In July, the Congress passed legislation that would force Chrysler
and GM to restore terminated dealers as a condition of partial
government ownership.  The Senate has yet to take it up.

                        About Chrysler LLC

Law360 reports that Old Carco LLC - Chrysler LLC's castoff - won
permission from a bankruptcy judge Thursday to sell a shuttered
Newark, Del., assembly plant, currently the site of environmental
remediation, for $24 million to the University of Delaware.

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

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

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

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

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


CHRYSLER LLC: Wants Plan Exclusivity Until December 30
------------------------------------------------------
Chrysler LLC and its affiliated debtors ask the U.S. Bankruptcy
Court for the Southern District of New York to give them
additional time to file their Chapter 11 plan and solicit votes
for that plan.

The Debtors want the deadline for filing their Chapter 11 plan
extended to December 30, 2009, and for soliciting votes from
creditors stretched out to March 31, 2010.

In addition, the Debtors also seek a bridge order extending the
Exclusive Filing Period until a time their second extension
request may be heard and determined by the Court.

Attorney for the Debtors, Corinne Ball, Esq., at Jones Day, in New
York, tells the Court that the Debtors have negotiated key
agreements that will serve as the foundation for the completion of
the winddown of their estates and the prompt consummation of a
consensual Chapter 11 Plan.  She submits that the Debtors now need
a limited amount of additional time to work with the stakeholders
to complete their Chapter 11 Plan.

Ms. Ball contends that a short extension of the Exclusive Periods
is appropriate and will facilitate an orderly, efficient and cost-
effective completion of the Chapter 11 cases, on a consensual
basis among the key stakeholders, for the benefit of all creditors
and parties-in-interest.

Notwithstanding the requested brief extension of the Exclusive
Periods, the Debtors relate that they intend to move promptly
towards the confirmation and consummation of the Chapter 11 Plan.

Since the entry of the First Extension Order, the Debtors have
achieved remarkable progress, notes Ms. Ball.  After the
consummation of the deal they made with Fiat S.p.A. for the sale
of most of their assets, the Debtors have been working diligently
to pursue the winddown of their business affairs and to that end,
the Debtors have been engaged in negotiations with their key
constituents regarding the funding of their winddown efforts and
other critical issues necessary to formulate, confirm and
consummate a Chapter 11 Plan, Ms. Ball further explains.

"In light of the Debtors' substantial progress in these cases in
the weeks since the commencement of these cases, an extension is
warranted," Ms. Ball asserts.  "Such an extension will provide the
Debtors and their professionals with the time needed to continue
working with their constituents and complete the tasks necessary
to develop, file and seek confirmation of a chapter 11 plan."

Ms. Ball assures the Court that the proposed extension would not
harm creditors or other concerned parties and would not result in
a delay of the plan process.

A hearing to consider approval of the Debtors' request is
scheduled for December 17, 2009.  Creditors and other concerned
parties have until December 3, 2009, to file their objections.

                   Court Enters Bridge Order

The Court has ruled that the Exclusive Filing Period is extended
until a time the Debtors' Request may be heard and determined by
the Court.

The Bridge Order is without prejudice to the Debtors' right to
seek further extensions of the Exclusive Periods.

                        About Chrysler LLC

Law360 reports that Old Carco LLC - Chrysler LLC's castoff - won
permission from a bankruptcy judge Thursday to sell a shuttered
Newark, Del., assembly plant, currently the site of environmental
remediation, for $24 million to the University of Delaware.

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

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

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

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

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


CIENA CORP: S&P Downgrades Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Linthicum, Maryland-based Ciena Corp. to 'B' from
'B+'.  The rating remains on CreditWatch with negative
implications, where it was placed on Oct. 7, 2009, when Ciena
announced its first bid to acquire the same assets for
$390 million and 10 million shares.

"The rating action reflects S&P's concerns that liquidity will be
further depleted with the final bid because of its higher cash and
new debt component," said Standard & Poor's credit analyst Lucy
Patricola.

In S&P's view, Nortel's Metro Ethernet Networks business has
respectable positions in a number of its markets and would
complement Ciena's existing portfolio by providing immediate
scale.  Still, profitability for the Nortel unit was loss-making
in 2008, excluding the Global Services unit.  "Historical
operating losses may not be reversed until fiscal year 2011, when
S&P expects the transaction to be accretive to Ciena," added Ms.
Patricola.


CIMINO BROKERAGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cimino Brokerage Company, a California general partnership
          aka Cimino Brothers Produce
          dba Cimino Brothers Produce
        31 West Market Street
        Salinas, CA 93901

Case No.: 09-60291

Chapter 11 Petition Date: November 24, 2009

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

Judge:?Arthur S. Weissbrodt

Debtor's Counsel: Todd M. Arnold, Esq.
                  Levene, Neale, Bender, Rankin, and Brill
                  10250 Constellation Blvd. #1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Email: TMA@lnbrb.com

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

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

The petition was signed by Vincent Cimino, the company's general
partner.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Gonzalez Trucking          trade                  $383,077
1602 Island Street
Laredo, TX 78041

FRIO Express               trade                  $165,850

Total Quality Logistics    trade                  $148,507
Inc.

Compton Brokerage Ltd      trade                  $126,591

Holden Produce Inc.        trade                  $82,794

Cisco Systems Capital      Cisco VOIP             $107,654
Corp.                      Phone System           ($60,000
                                                   Secured)

Person Whitworth           Professional fees      $47,051
Borchers & Morales, LLP

Intrade Industries, Inc.   trade                  $39,767

RM Compton Transport,      trade                  $34,975
Inc.

L & H Transportation Inc.  trade                  $30,685

Drifters Express LLC       trade                  $29,085

I C B S Ltd Co             trade                  $27,350

United ISD Tax Office                             $25,732

Citi Business Card         Credit Card            $23,117

Rabobank N A               trade                  $19,736

Chase Card Services        Credit Card            $14,624

Mohler Nixon & William     Professional Fees      $13,157

Cal-Tex Transportation     trade                  $12,990
LLC

H T Bar Inc.               trade                  $11,440

Grower Ice Company         trade                  $11,229


CITADEL DIVERSIFIED: Blue Ribbon Named Administrator for 2 Funds
----------------------------------------------------------------
Blue Ribbon Fund Management Ltd. announced November 23 that it has
been appointed as Administrator of Citadel Diversified Investment
Trust (TSX: CTD.UN) and Series S-1 Income Fund (TSX: SRC.UN)
effective November 20, 2009.

All of the features of the Blue Ribbon reorganization proposal as
approved at the Special Meeting of Unitholders held November 17,
2009, were enacted, including new investment strategies and
investment restrictions for both funds and retaining Bloom
Investment Counsel, Inc. as investment manager of the Funds.

In conjunction with the reorganization, Citadel Diversified
Investment Trust was renamed Blue Ribbon Income Fund and its
ticker symbol will become RBN.UN effective November 24, 2009.

The merger of SRC into the Blue Ribbon Income Fund is expected to
occur on or about December 31, 2009, which should provide
unitholders of both funds with greater trading liquidity and lower
operating costs per unit.

For further information, please contact your financial advisor,
call Brompton's investor relations line at 416-642-9051 (toll-free
at 1-866-642-6001), or visit the Web site at
http://www.bromptongroup.com/


CITIZENS REPUBLIC: Fitch Cuts Issuer Default Ratings to 'B'
-----------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
for Citizens Republic Bancorp, Inc. and its principal banking
subsidiaries to 'B' and 'B+', respectively.  The short-term
ratings of 'B' are affirmed.  Fitch has affirmed the individual
rating for CRBC at 'D/E' and lowered the individual ratings for
the principal subsidiaries to 'D/E' from 'D'.  The Rating Outlook
is Negative.  A complete list of ratings is provided at the end of
this release.

Fitch downgraded CRBC's ratings and placed them on Rating Watch
Negative on Aug. 14, 2009.  Resolution of the Negative Rating
Watch hinged on the company's ability to raise additional capital
and the extent of asset quality stabilization or deterioration.
Since that time, CRBC had approximately 76% participation in its
debt exchange offers but withdrew its application for the U.S.
Treasury's Capital Assistance Program.  While the exchanges helped
bolster common equity, CRBC has not issued additional common
equity and Fitch believes that it could not issue common equity
currently given market conditions and its common stock price.

The downgrade reflects Fitch's continued belief that prolonged
credit stress will hamper the company's performance and erode
capital.  To date, the most severe credit pressure has occurred in
CRBC's land and construction and development loan books.  CRBC did
report some signs of asset quality stabilization in the third
quarter of 2009, but Fitch anticipates that the company will
experience increased credit stress in certain portions of the
commercial real estate loan portfolio as well as the consumer loan
book.  CRBC is also concentrated in Michigan and Ohio, markets
that have experienced some of the most significant stress in
housing and commercial real estate prices.  Consequently, Fitch
believes the company will operate at a loss in 2009 and likely in
2010 and losses will significantly erode current capital levels.
The Negative Rating Outlook incorporates these factors and Fitch's
expectations of significantly elevated credit costs and the level
of capital erosion anticipated.

Citizens Republic Bancorp, Inc. is a $12.1 billion bank holding
company headquartered in Flint, MI that operates more than 230
offices and 260 ATMS in the Midwest.  It serves markets in
Michigan, Ohio, Wisconsin, and Indiana as Citizens Bank, and
operates F&M Bank in Iowa.  CB Wealth Management, National
Association is a limited-purpose trust charter.

Fitch has taken these rating actions:

Citizens Republic Bancorp, Inc.

  -- Long-term Issuer Default Rating downgraded to 'B' from 'B+';
  -- Subordinated debt downgraded to 'CCC/RR6' from 'B-/RR6';
  -- Preferred stock downgraded to 'CC/RR6' from 'CCC/RR6';
  -- Short-term IDR affirmed at 'B';
  -- Individual affirmed at 'D/E';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Citizens Bank
F&M Bank-Iowa

  -- Long-term deposits downgraded to 'BB-' from 'BB';
  -- Long-term IDR downgraded to 'B+' from 'BB-';
  -- Short-term deposits affirmed at 'B';
  -- Short-term IDR affirmed at 'B';
  -- Individual downgraded to 'D/E' from 'D';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

CB Wealth Management, National Association

  -- Long-term IDR downgraded to 'B+' from 'BB-';
  -- Short-term IDR affirmed at 'B';
  -- Individual downgraded to 'D/E' from 'D';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Citizens Funding Trust I

  -- Preferred stock downgraded to 'CC/RR6' from 'CCC/RR6'.


CLEARWIRE ESCROW: Moody's Assigns 'Caa1' Rating on $920 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Clearwire
Escrow Corporation's new $920 million senior secured note offering
and downgraded the rating for Clearwire Communications LLC's
existing senior secured notes to Caa1 from B3.  The Company and
its subsidiary, Clearwire Finance, Inc. will assume the new notes
upon consummation of the remaining portion of equity investments
in Clearwire by certain of its existing minority partners.  As
part of the rating action, Moody's affirmed the Company's Caa1
corporate family rating, Caa2 probability of default rating, and
SGL-2 speculative grade liquidity rating.  The outlook is stable.

Moody's analyst Dennis Saputo said, "Clearwire's developmental
stage business profile and significant execution risk which is
compounded by the possibility of diverging strategic objectives of
its largest investors are the primary drivers of the Caa1
corporate family rating." While the new note offering likely
provides the Company with sufficient capital to meet its target of
covering 120 million people in the United States with WiMAX by the
end of 2010, Moody's believes that the Company will remain reliant
on additional capital raises to build-out its nationwide WiMAX
network at a pace that preserves first-mover advantage.  The
Company' strengths include sizable spectrum holdings (whose
valuation is estimated to be well in excess of borrowings), a
seasoned management team and 57% ownership by Sprint Nextel.

Moody's downgraded Clearwire's $1.6 billion of secured notes based
on the prospects of lower recovery due to increased debt in the
capital structure.  In addition, Moody's affirmed Clearwire's SGL-
2 short-term liquidity rating, reflecting the Company's good
liquidity consisting mainly of its large cash balances relative to
near-term funding needs, offset by uncertainties in capital
spending associated with the Company's network expansion plans and
the lack of any committed lines of credit.

These ratings were affirmed:

Issuer: Clearwire Communications LLC:

* Corporate Family Rating -- Caa1
* Probability of Default Rating -- Caa2
* Speculative Grade Liquidity Rating -- SGL-2

Moody's has taken these rating actions:

Issuer: Clearwire Communications LLC

Downgrades:

  -- US$1600M 12% Senior Secured Regular Bond/Debenture Due 2015,
     Downgraded to Caa1, LGD3 - 32%, from B3, LGD3 - 30%

Assignments:

  -- US$920M 12% Senior Secured Regular Bond/Debenture, Assigned
     Caa1, LGD3 - 32%

Issuer: Clearwire Legacy LLC

Outlook Actions:

  -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

  -- US$1234M Senior Secured Bank Credit Facility, Withdrawn,
     previously rated B3, LGD2, 24%

  -- US$179M Senior Secured Bank Credit Facility (Sprint tranche),
     Withdrawn, previously rated Caa3, LGD5, 70%

Moody's most recent rating action on Clearwire was on November 11,
2009 at which time Moody's assigned rated a note offering and
changed the rating outlook to stable.

Clearwire Corporation provides wireless high-speed services to
over 50 markets in the U.S. as well as a few markets in Europe.
The Company maintains its headquarters in Kirkland, Washington.


COACHMEN INDUSTRIES: Has Exclusive Rights to Wick's Home Designs
----------------------------------------------------------------
Elkhart, Indiana-based Coachmen Industries, Inc., doing business
as All American Group, announced Wednesday the license of
intellectual property from the modular home division of Wick
Building Systems located in Marshfield, Wisconsin.  Through this
transaction, All American Group has the exclusive rights to all of
Wick's designs for three distinct modular home product lines under
the brand names of Artcraft Homes(R), Marshfield Homes(R) and
Rollohome(R).  Wick is also referring its network of builders to
All American Group for future orders of modular homes produced
with Wick's industry leading designs.

Wick is exiting the modular homes business to focus on a more
profitable core business with its Wick Buildings division.  They
traditionally marketed modular homes through an independent
builder network, serving 11 states in the north central region of
the United States.

"This is a win-win for All American and Wick's modular home
builders," stated Rick Bedell, President of All American Homes,
LLC.  "We intend to continue offering these product lines to the
Wick independent builder network, through the All American Homes
modular manufacturing facilities.  This will provide an immediate
and uninterrupted supply of Wick designed homes to their current
builder base, as well as add to production throughput for the All
American manufacturing facilities."

                    About Coachmen Industries

Coachmen Industries, Inc., doing business as All American Group,
is one of America's premier systems-built construction companies
operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN
HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of
specialty vehicles through a joint venture with ARBOC Mobility,
LLC. All American Group is a publicly held company with stock
quoted and traded on the over-the-counter markets under the ticker
COHM.PK.

All American Group includes All American Homes, LLC and Mod-U-
Kraf, LLC, which combined are one of the nation's largest builders
of systems-built residential homes.  Models range from single-
story ranches to spacious two-story colonials to beautifully
rustic log homes, under the Ameri-Log(R) brand.  A line of solar
homes that can generate low to zero energy bills is available
under the Solar Village(R) brand.  All American Building Systems,
LLC, builds large scale projects such as apartments, condominiums,
dormitories, hotels, military and student housing.  The Company's
construction facilities are located in Colorado, Indiana, Iowa,
North Carolina and Virginia.

                          *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.


COMMERCIAL VEHICLE: S&P Assigns 'CCC' Senior Unsecured Debt Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'CCC'
senior unsecured debt rating and preliminary 'CCC-' rating to
subordinated debt securities that Commercial Vehicle Group Inc.
filed as part of a Rule 415 unlimited amount shelf registration.
The company intends to use the proceeds from the issuance under
the shelf, which also includes common stock, to repay debt and/or
for general corporate purposes.

The ratings on CVG reflect the company's highly leveraged
financial risk profile, which has worsened with the decline of
EBITDA due to the deep trough in demand, and S&P's concerns about
CVG's cash generation and liquidity, given the prolonged and deep
commercial vehicle downturn.  S&P believes CVG's ability to avoid
having to pursue further financial restructuring in 2009 or 2010
depends on the timing of the commercial truck recovery and the
company's realization of cost savings from restructuring
initiatives.

                           Ratings List

                   Commercial Vehicle Group Inc.

       Corp. credit rating                 CCC+/Negative/--

                          Ratings Assigned

          Sr. unsecured shelf debt (prelim)          CCC
          Subordinated shelf debt (prelim)           CCC-


CONEXANT SYSTEMS: Swaps $3.3 Million in Bond Debt for Equity
------------------------------------------------------------
Conexant Systems, Inc., reports that between November 20 and 22,
2009, it entered into exchange agreements with certain holders of
its outstanding 4% Convertible Subordinated Notes due 2026 to
issue an aggregate of 1,249,022 shares of the Company's common
stock, par value $0.01 per share, in exchange for $3,300,000
aggregate principal amount of the Notes.

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

                          About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

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


COREL CORP: Amends Solicitation Statements, Discusses Vector Deal
-----------------------------------------------------------------
Corel Corporation filed an amendment to its Solicitation/
Recommendation Statement on Schedule 14D-9 and an amendment to its
Transaction Statement on Schedule 13e-3 on Monday expanding,
adding and clarifying certain disclosures.  Corel's recommendation
that shareholders tender their shares pursuant to the tender offer
commenced by Corel Holdings, L.P. is unchanged.

Corel said the purpose of the Offer is for Vector to increase its
ownership of the Shares from the current level of approximately
68.3% to 100% of the outstanding Shares.  Corel said Vector
intends to acquire for cash as many Shares as possible not already
owned by it or its affiliates as a first step in acquiring the
entire equity interest in the Company.  If the Offer is
successful, Vector will acquire any Shares not tendered in the
Offer by way of a compulsory acquisition or a subsequent
acquisition transaction, in each case for cash consideration per
Share equal in value to the Offer Price.

The Offer represents a premium of 27.8% to the closing price of
the Shares on October 28, 2009, the last market close preceding
the announcement of the original Offer, and a premium of 33.8% to
the volume weighted average price of the Shares for the 20-trading
day period ending October 28, 2009, in each case notwithstanding
that Vector controlled approximately 68.3% of the issued and
outstanding Shares.  In addition, the Offer Price will be paid
entirely in cash, which provides certainty of value.

Corel directors designated to review the Vector proposal have
unanimously determined, on behalf of the Company, that the Offer
Price is fair to the unaffiliated shareholders of the Company.  In
arriving at their determination, the Designated Directors
carefully considered all aspects of the Offer (including
presentations from Vector), discussed the Offer and the Company's
business and prospects with senior members of the Company's
management and received the benefit of advice from their legal and
financial advisors.

According to Corel, Vector believes that the decline in revenue
that the Company has experienced is a result of numerous factors,
including, among others, disruption and recession in the principal
economies where the Company markets its products, gains by the
Company's competitors in acquiring market share and failure by the
Company to timely or successfully introduce new products and new
versions of existing products.

"However, Vector also believes the Company's core products and
strategy address a significant market opportunity.  To achieve
market acceptance of its products, revenue growth and long-term
profitability, Vector believes the Company will be required to
invest substantially in updating its existing products and
introducing new products while at the same time ensuring that its
cost structure is aligned with its revenue expectations," Corel
said.

Corel noted that, in addition to the strategic and operational
challenges facing the Company, it faces substantial near-term risk
of defaulting under the financial covenants of its credit
facility.

Corel said Vector believes that the Company effectively has three
options for maintaining compliance with its total leverage to
EBITDA covenant at November 30, 2009:

     -- Pay down principal before November 30.  Based on
        management projections, a sufficient payment to guarantee
        covenant compliance -- which would need to be made based
        on estimates before the Company knows its final results
        for the quarter -- would leave the Company with working
        capital well below what Vector understands the Company's
        management considers necessary to operate the business.

     -- Seek an amendment or waiver of the covenant.  Since the
        commencement of the Offer, management has explored with
        the Company's lenders the possibility of an amendment or
        waiver of the covenant, and based on these interactions
        Vector believes that in present circumstances such a
        remedial measure may not be available on reasonable terms,
        or at all. Vector further believes that even if such an
        amendment or waiver were available, the cost would further
        tax the Company's increasingly scarce capital resources.

     -- Raise equity capital.  Under certain circumstances, new
        common equity can be counted as EBITDA for purposes of
        satisfying the covenant.  In combination with a pay-down
        of principal, new equity capital would help the Company
        meet its near term working capital requirements in a
        sustainable manner.

The Associated Press said the Company is required to keep its
total debt level below 2.75 times its trailing 12-month earnings
before interest, taxes, depreciation and amortization, but it
expects to fail that test this month.  Corel, AP said, can prepay
$15 million in principal, dropping its debt ratio to 2.64, but
that would result in cash on hand falling to $8.6 million, below
what it considers sufficient working capital to support the
business.

"Vector believes any long-term solution for the Company will
require the Company to raise substantial new equity capital.
Vector believes that an investment of the magnitude required in
the Company by Vector would be extremely dilutive to minority
shareholders.  In addition, such an investment by Vector while the
Company is public would require compliance with stock exchange
rules regarding related-party transactions and could require a
shareholder vote.  All of these factors introduce risks and
uncertainties regarding Vector's ability to invest additional
capital on a timely basis, if at all, while the Company is
public," Corel said.

"Finally, Vector believes that if it is going to commit new equity
financing to the Company using funds from its limited partners
under present circumstances, it will need the operational and
strategic control of the Company that can only come with total
ownership in order to safeguard that investment.  In addition,
Vector does not believe such equity financing is available from
third parties, and is not willing to sustain the dilution that
result from raising such capital if it were available."

A copy of the Solicitation/Recommendation Statement, as amended,
is available at no charge at http://ResearchArchives.com/t/s?4a71

                        About Corel Corp.

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

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

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

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

                          *     *     *

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


COUNTRY COACH: Must Reach Deal With McCombs to Avert Liquidation
----------------------------------------------------------------
Tim Christie at The Register-Guard relates that Country Coach's
Chapter 11 case will be converted Chapter 7 for the purpose of
liquidating its assets, if the deal with businessman Roger McCombs
of Washington fails.

Mr. Christie says Mr. McCombs must deposit $1 million in earnest
money in Wells Fargo Bank escrow because the Company has run out
of money.  The bank representative said the Company has
consistently been in default on the terms of its loan agreement.
The Company has a negative balance of $450,000 on their line of
credit with the bank, he adds.

Mr. Christie further adds that the Company's landlord, Lee Group,
has prepared to start eviction proceedings unless someone makes
good on $160,000 owed in property taxes and 4263,000 for repairs.

Country Coach, LLC -- http://www.countrycoach.com/-- is a
Highline motorcoach builder.  Country Coach was founded in 1973
and has a 508,000 square feet manufacturing facility in Junction
City, Oregon.

Country Coach was sent to Chapter 11 less than two months after
its owner, National R.V. Holdings Inc., reorganized in court.
National R.V., had its reorganization plan approved by a judge in
December.  The Perris, California based company sought Chapter 11
protection in November 2007, listing assets of $54.4 million
against debt of $30.1 million.

In September, Country Coach completed a restructuring plan aimed
at stemming a sharp decline in sales volume to due market
pressures.  In its eight-month restructuring, Country Coach cut
its size by 50%, reduce staffing and inventory.  Country Coach
LLC's key investors, led by Bryant Riley, also reaffirmed their
commitment towards the company.  "Adding to the millions of
dollars this group has invested in Country Coach since February
2007, the investing partners have committed an additional
$6 million in new cash to ensure the company can maintain an
aggressive position relative to product quality, lean
manufacturing initiatives and new R & D projects like the exciting
new Veranda line of coaches," a September 2008 release said.


DECODE GENETICS: Proposes Polaris/ARCH-Led Auction for Assets
-------------------------------------------------------------
DeCODE genetics, Inc., has sought the approval of the U.S.
Bankruptcy Court for the District of Delaware for its proposed
bidding procedures for the sale of certain assets free and clear
of liens, claims, and interests.

The Debtor wants to sell its most valuable assets -- including the
purchased assets, the equity interests of its subsidiary ehf and
other assets related to the operations of ehf and its wholly-owned
Icelandic subsidiary including the Purchased Compounds like drug
compounds DG041, DG051, and DG071 -- and then liquidate through a
Chapter 11 plan of liquidation.

Under a stalking horse agreement, the stalking horse bidder Saga -
- a Delaware limited liability company formed by Polaris Venture
Partners and ARCH Venture Partners to acquire ehf and assts of the
Debtor related to Icelandic operations -- will (i) pay to the
Debtor the Base Cash Price, which will be the greater of the
$11 million or the Loan Amount; (ii) pay to the Debtor the
Additional Cash Price, which consists of 25% of the net cash
proceeds from the sale, license, or other monetization of the
Purchased Compounds received within 24 months after the Closing
ate minus $3 million; and (iii) will be entitled to receive the
Non-Cash Price, which is non-voting junior convertible, non-
redeemable preferred membership interests in the Stalking Horse
Bidder with a non-participating liquidation preference of
$7,153,845 in the aggregate calculated based on all membership
interests of the Stalking Horse Bidder on an as converted basis,
subject to adjustment as set forth in the Stalking Horse
Agreement.

The Debtor would be required to pay the Stalking Horse Bidder's
reasonable expenses incurred in connection with the transactions
contemplated by the Stalking Horse Agreement up to $500,000, in
the aggregate, if and to the extent the expense reimbursement
becomes payable under the terms of the Stalking Horse Agreement,
and the Break-Up Fee equal to 3.5% of the Base Cash Price.

A copy of the Stalking Horse Agreement is available for free at:

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

The bidding will start at the aggregate consideration for the
purchased assets and terms proposed in the qualified bid that the
Debtor selects as the highest and best offer prior to the auction,
plus the initial bid increment if the Stalking Horse Bidder is the
party that has made the highest and best offer, and will continue
in increments of at least $100,000.

The Debtor, as part of the Sale, is also seeking to assume and
assign certain executory contracts and unexpired leases.  By
December 7, 2009, the Debtor will file a schedule of cure
obligations for all potential assigned contracts.  The cure
schedule will include a description of each assigned contract
potentially to be assumed and assigned under the Stalking Horse
Agreement and the amount, if any, that the Debtor believes is
necessary to cure the agreements.  A copy of the cure schedule,
together with the assumption and assignment notice, will be served
on each of the non-debtor parties listed on the cure schedule.

The Debtor is seeking that a deadline for the submission of bids
be set for December 17, 2009, at 5:00 p.m., and that the auction
be held on December 21, 2009, at 10:00 a.m.  The Debtor is also
asking that the sale hearing be scheduled for December 22, 2009.
The Debtor also proposes a December 15, 2009 deadline for
objecting to approval of the proposed sale.

A copy of the proposed Bidding Procedures is available for free
at http://bankrupt.com/misc/DECODE_proposedbiddingprocedures.pdf

deCODE Genetics Inc. is a global leader in analysing and
understanding the human genome.  deCODE has identified key
variations in the sequence of the genome conferring increased risk
of major public health challenges from cardiovascular disease to
cancer, and employs its gene discovery engine to develop DNA-based
tests to assess individual risk of common diseases; to license its
tests and intellectual property to partners; and to provide
comprehensive, leading- edge contract services to companies and
research institutions around the globe.  The Company was founded
in 1996 and is headquartered in Reykjavik, Iceland.

The Company filed for Chapter 11 on November 16, 2009 (Bankr. D.
Del. Case No. 09-14063). Christopher M. Samis, Esq.; Drew G.
Sloan, Esq.; and Mark D. Collins, Esq., at Richards Layton &
Finger, P.A., assist the Company in its restructuring effort.  The
petition listed assets of US$69.9 million against debt of
US$314 million.  Liabilities include US$230 million on 3.5 percent
senior convertible notes.


DECODE GENETICS: Gets Court Nod to Hire DCA as Claims Agent
-----------------------------------------------------------
deCODE genetics, Inc., sought and obtained the permission of the
Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware to hire Delaware Claims Agency, LLC, as claims,
noticing and balloting agent.

DCA will, among other things:

     a. coordinate with the Debtor to import creditor records into
        DCA's system to (1) properly format creditor matrix for
        electronic filing with the Court and (2) prepare mailing
        list and labels for mailings to all creditors and
        interested parties;

     b. coordinate with the Debtor's counsel to prepare and serve
        on all creditors and interested parties appropriate
        pleadings, documents and notices, manage the placement of
        legal publications and file affidavits of service related
        thereto;

     c. as requested, electronically file with the Court any
        routine pleadings, documents and notices and execute
        service on interested parties;

     d. prepare, maintain and update all special service lists
        related to particular party motions; and

     e. receive, review and accurately record individual claim
        information into the DCA claims management system, and
        identify claims filed by scheduled creditors and
        accurately associate liability data.

Joseph L. King, the vice-president of DCA, said that the Debtor
will compensate and reimburse DCA in accordance with the payment
terms, procedures and conditions set forth in the DCA Agreement
for services rendered and expenses incurred in connection with the
Debtor's Chapter 11 case.  A copy of the DCA Agreement is
available for free at:

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

Mr. King assured the Court that DCA doesn't have interests adverse
to the interest of the Debtor's estates or of any class of
creditors and equity security holders.  Mr. King maintains that
DCA is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

deCODE Genetics Inc. is a global leader in analysing and
understanding the human genome.  deCODE has identified key
variations in the sequence of the genome conferring increased risk
of major public health challenges from cardiovascular disease to
cancer, and employs its gene discovery engine to develop DNA-based
tests to assess individual risk of common diseases; to license its
tests and intellectual property to partners; and to provide
comprehensive, leading- edge contract services to companies and
research institutions around the globe.  The Company was founded
in 1996 and is headquartered in Reykjavik, Iceland.

The Company filed for Chapter 11 on November 16, 2009 (Bankr. D.
Del. Case No. 09-14063). Christopher M. Samis, Esq.; Drew G.
Sloan, Esq.; and Mark D. Collins, Esq., at Richards Layton &
Finger, P.A., assist the Company in its restructuring effort.  The
petition listed assets of US$69.9 million against debt of US$314
million.  Liabilities include US$230 million on 3.5 percent senior
convertible notes.


DECODE GENETICS: Gets Court's Approval for First Day Motions
------------------------------------------------------------
deCODE genetics, Inc. obtained the approval of all of its "first
day" motions by the U.S. Bankruptcy Court for the District of
Delaware.

The orders issued by the Bankruptcy Court allow the Company to
continue to operate its business during the Chapter 11
proceedings.  In particular, the company received interim
Bankruptcy Court approval of its previously-announced debtor-in-
possession financing from Saga Investments, LLC, the "stalking
horse" bidder for deCODE's Iceland-based genetics subsidiary.  The
subsidiary conducts deCODE's human genetics research, manages its
population genetics resources, and provides its personal genome
scans, DNA-based risk assessment tests and genomics services for
contract customers.  The funding provided by this agreement will
be used to support deCODE and its Icelandic subsidiary's
operations and full range of products and services through the
conclusion of the Bankruptcy Court-supervised sale process.

                       About deCODE genetics

deCODE genetics Inc. is a global leader in analysing and
understanding the human genome.  deCODE has identified key
variations in the sequence of the genome conferring increased risk
of major public health challenges from cardiovascular disease to
cancer, and employs its gene discovery engine to develop DNA-based
tests to assess individual risk of common diseases; to license its
tests and intellectual property to partners; and to provide
comprehensive, leading- edge contract services to companies and
research institutions around the globe.  The Company was founded
in 1996 and is headquartered in Reykjavik, Iceland.

The Company filed for Chapter 11 on November 16, 2009 (Bankr. D.
Del. Case No. 09-14063). Christopher M. Samis, Esq.; Drew G.
Sloan, Esq.; and Mark D. Collins, Esq., at Richards Layton &
Finger, P.A., assist the Company in its restructuring effort.  The
petition listed assets of US$69.9 million against debt of US$314
million.  Liabilities include US$230 million on 3.5 percent senior
convertible notes.


DECODE GENETICS: Gets Delisting Notice From Nasdaq; to Appeal
-------------------------------------------------------------
deCODE genetics, Inc. has received notice from the Nasdaq Stock
Market that trading in the company's common stock will be
suspended as of November 30, 2009 and a Form 25-NSE will be filed
with the Securities and Exchange Commission, which will remove
deCODE's common stock from listing on Nasdaq, unless the company
files an appeal to the Nasdaq Listing Qualifications Panel.  The
company has filed such an appeal, which will stay the suspension
and delisting through the conclusion of the appeals process. There
is no guarantee that this appeal will be successful.

The notice from Nasdaq is pursuant to Listing Rules 5101, 5110 (b)
and IM-5101-1, following the company's announcement on November 17
that it had filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.  The notice from Nasdaq
also noted that the company is out of compliance with Listing Rule
5250(c)(1), as a result of its failure to have filed its quarterly
report on Form 10-Q for the third quarter of 2009.

                       About deCODE genetics

deCODE genetics Inc. is a global leader in analysing and
understanding the human genome.  deCODE has identified key
variations in the sequence of the genome conferring increased risk
of major public health challenges from cardiovascular disease to
cancer, and employs its gene discovery engine to develop DNA-based
tests to assess individual risk of common diseases; to license its
tests and intellectual property to partners; and to provide
comprehensive, leading- edge contract services to companies and
research institutions around the globe.  The Company was founded
in 1996 and is headquartered in Reykjavik, Iceland.

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

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


DELTA AIR LINES: Expands Omni Air Maintenance Relationship
----------------------------------------------------------
Delta Air Lines' maintenance division, Delta TechOps, announced it
has expanded its maintenance agreement with Tulsa-based Omni Air
International (OAI) to include component and inventory support for
the charter airline's new Boeing 767 fleet.

As part of the five-year agreement, Delta TechOps will provide
component and inventory support on OAI's B767s, including avionics
and hydraulics.  Delta TechOps and OAI's partnership began in 2003
with TechOps providing component support on OAI's 757 fleet.

"The integrity and professionalism of the men and women of Delta
TechOps is what drives the growth of our MRO business and keeps
our customers coming back," said Tony Charaf, president of Delta
TechOps.  "Our customers value the team's in-depth knowledge,
experience and understanding of airline operations."

"Adding our newly acquired 767 fleet to Delta TechOps' maintenance
portfolio just makes sense," said David Gantner, Omni Air senior
director of Maintenance, Material and Engineering.  "Our
longstanding partnership with them along with their performance
and outstanding customer service makes it a great fit."

                   About Omni Air International

Omni Air International (OAI), a Tulsa-based charter air service,
serves both domestic and international markets with its team of
more than 1,000 aviation professionals.  Omni's fleet is comprised
of both narrowbody and widebody aircraft including DC-10, Boeing
757 and 767aircraft.  OAI has earned accolades in safety,
reliability and on time performance.  More information
about Omni is available at http://www.omniairintl.com

                        About Delta TechOps

Delta TechOps is the largest airline maintenance, repair and
overhaul provider in North America, generating more than
$500 million in revenue in 2008.  In addition to providing
maintenance and engineering support for Delta's fleet of more than
750 aircraft, Delta TechOps serves more than 150 other aviation
and airline customers around the world, specializing in high-skill
work like engines, components, hangar and line maintenance.
Delta TechOps employs more than 8,500 maintenance professionals
and is one of the world's most experienced providers with more
than seven decades of aviation expertise.  More about Delta
TechOps is available at http://www.deltatechops.com

                       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: Files Prospectus on Pass Through Trusts
--------------------------------------------------------
In a Form S-3ASR filed with the U.S. Securities and Exchange
Commission on November 18, 2009, Delta Air Lines, Inc., said that
it created two separate pass through trusts that will issue Class
A and Class B Pass-Through Certificates, Series 2009-1:

Pass-Through     Aggregate        Final Expected       Price to
Certificates    Face Amount      Distribution Date    the Public
------------    -----------      -----------------    ----------
  Class A       $568,796,000     December 17, 2019       100%
  Class B       $119,944,000     December 17, 2016       100%

Each Certificate will represent an interest in the assets of the
related pass through trust.  The proceeds from the sale of the
Certificates will initially be held in escrow and will thereafter
be used by the pass through trusts to acquire the related series
of equipment notes to be issued by Delta on a full recourse
basis, according to Delta Senior Vice President and Chief
Financial Officer Hank Halter.

According to Mr. Halter, payments on the equipment notes held in
each pass through trust will be passed through to the holders of
the Certificates of that trust.  Distributions on the
Certificates will be subject to certain subordination provisions.
The Certificates do not represent interests in, or obligations of
Delta or any of its affiliates.  The Class A Certificates will
rank generally senior to the Class B Certificates, subject to the
distribution provisions, he added.

The equipment notes expected to be held by each pass through
trust will be issued for each of (a) 10 Boeing 737-832 aircraft,
nine Boeing 757-232 aircraft and three 767-332ER aircraft, in
each case delivered new to Delta from 1999 to 2000, and (b) two
Boeing 737-732 aircraft and three Boeing 777-232LR aircraft, in
each case delivered new to Delta in 2009.  The equipment notes
issued for each aircraft will be secured by a security interest
in the aircraft.

Interest on the equipment notes will be payable semiannually on
June 17 and December 17 of each year, commencing on June 17,
2010, and principal on the equipment notes is scheduled for
payment on June 17 and December 17 of certain years, commencing
on June 17, 2010.

Natixis S.A., acting via its New York Branch, will provide a
separate liquidity facility for each of the Class A and Class B
Certificates, in each case in an amount sufficient to make three
semiannual interest distributions on the outstanding balance of
the Certificates of such Class.

The underwriters will purchase all of the Certificates if any are
purchased.  The aggregate proceeds from the sale of the
Certificates will be $688,740,000.  Fees equal to 2.0% of the
aggregate face amount of the Certificates have been or will be
paid by Delta in respect of this offering, Mr. Halter noted.

Separately, the Debtors also disclosed details relating to the
Preliminary Prospectus:

                     Class A Pass               Class B Pass
                 Through Certificates       Through Certificates
                    Series 2009-1A             Series 2009-1B
                 --------------------       --------------------
Amount:               $568,796,000               $119,944,000

Ratings:
Moody's                  Baa2                        Ba2
Standard & Poor's         A-                        BBB-

Public Offering
Price:                   100%                       100%

CUSIP:                 24736T AA5                 24736U AA2

ISIN:                 US24736TAA51               US24736UAA25

Coupon/Stated
Interest Rate:          7.75%                       9.75%

Make-Whole Spread
over Treasuries:       75 bps                      75 bps

Amount Available
under Liquidity
Facilities at
June 17, 2011:       $61,813,229                $12,204,666

Initial "Maximum
Commitment" under
the Liquidity
Facilities:          $68,938,865                $18,288,961

Underwriters'
Purchase
Commitments:

* Goldman, Sachs
  & Co.:            $284,398,000                $59,972,000

* Morgan Stanley
  & Co. Inc.:       $284,398,000                $59,972,000

The Certificates will not be listed on any national securities
exchange, Mr. Halter told the SEC.

The approximate date of commencement of the Proposed Sale to the
public is "from time to time after the registration statement
becomes effective."  Delta's disclosure is subject to completion,
according to Mr. Halter.

Delta's disclosures on the Preliminary Prospectus on Series 2009-
1 Pass-Through Certificates, as filed with the SEC, are available
for free at:

  * http://ResearchArchives.com/t/s?49db
  * http://ResearchArchives.com/t/s?49dc

                       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: Lord Abbett Holds 4.74% Equity Stake
-----------------------------------------------------
In an amended Form 13G filed with the Securities and Exchange
Commission dated November 10, 2009, Lord, Abbett & Co. LLC
disclosed that it beneficially owns 36,975,745 shares of Delta
Air Lines, Inc., common stock, constituting 4.74% of shares
outstanding.

The Company has the sole voting power on 31,187,138 shares and
has the sole option to dispose of 36,774,602 shares.

Delta had 779,521,801 shares outstanding as of September 30,
2009.

                       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.


DOMTAR CORP: S&P Changes Outlook to Positive; Affirms 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Domtar
Corp. to positive from negative.  At the same time, S&P affirmed
its ratings, including the 'BB' long-term corporate credit rating
on the company.

"We base the outlook revision on expected debt reduction and
better-than-expected operating performance," said Standard &
Poor's credit analyst Jatinder Mall.

The ratings on Domtar reflect Standard & Poor's view of the
company's leading market position in the North American uncoated
free sheet market and good cost profile.  The ratings are
constrained, however, by what S&P sees as a steady decline in
demand for UFS; volatile prices for commodity paper, pulp, and
lumber products; and a weak lumber business.

With about 33% of industry capacity, Domtar is the largest UFS
manufacturer in North America.  It has 4.2 million short tons of
integrated fine paper capacity at 11 pulp and paper mills.  The
majority of its paper capacity is in the U.S.; Domtar also
manufactures and sells coated groundwood paper, pulp, and lumber.

Standard & Poor's considers Domtar's business risk profile fair.
The company operates in a consolidated industry where producers
are disciplined and quick to take demand-related downtime rather
than chase volumes.  However, S&P expects UFS demand to decline in
the long term because of electronic media substitution.  S&P
considers the company's financial risk profile significant.
Domtar's financial performance this year has been better than
expected in part because of the improvement in pulp markets and
alternative fuel tax credits.

The positive outlook reflects Standard & Poor's expectations that
the company will use excess cash from alternative fuel tax credits
and asset sales to pay down debt.  S&P also expects leverage to be
2.5x-3.0x by year-end 2010.  S&P will likely raise the ratings on
Domtar as it pays down debt and demonstrates its ability to
sustain leverage at about 2.5x.  Alternatively, S&P could lower
the ratings if the company is unable to reduce debt as stated, if
market conditions worsen leading to significantly lower-than-
expected EBITDA generation, and if the leverage ratio were to rise
above 4x excluding alternative fuel tax credits.


DUBAI WORLD: Seeks 6-Month Standstill on Debt; Deloitte on Board
----------------------------------------------------------------
The government of Dubai said Wednesday it would restructure its
largest corporate entity, Dubai World, and announced a six-month
standstill on the company's debt.

The Wall Street Journal's Chip Cummins reports Dubai, in a five-
paragraph statement, said it appointed Deloitte LLP to lead the
restructuring effort, naming an executive at the consultancy as
the group's "chief restructuring officer."  Dubai said its
Financial Support Fund, a fund set up to manage Dubai's debt
earlier this year, would start to assess and evaluate the extend
of the restructuring required.  As part of that assessment, it
said, officials intend to ask lenders for a debt "standstill" and
request they extend debt maturities until at least May 30.  Dubai
said the corporation's portfolio includes "strategically important
businesses" and said "the restructuring will be designed to
address financial obligations and improve business efficiency for
the future."

The standstill will immediately affect $3.52 billion of Islamic
bonds due December 14 from the Company's property unit Nakheel
PJSC.

Bloomberg News' Arif Sharif and Laura Cochrane report that Dubai
World has $59 billion in liabilities.  Bloomberg says Dubai
accumulated $80 billion of debt by expanding in banking, real
estate and transportation before credit markets seized up last
year.

The Journal says Standard & Poor's in an October report estimated
Dubai World could be responsible for as much as 50% of Dubai's
total government and corporate debt load of some $80 billion to
$90 billion.

The Journal says government officials, company executives and
company spokespeople weren't available for comment Wednesday.
Sultan Ahmed bin Sulayem, Dubai World's long-time chairman and a
top lieutenant to Dubai's hereditary ruler, Sheikh Mohammed bin
Rashid Al Maktoum, didn't respond to an email request for comment.

A spokeswoman for the Dubai government's Department of Finance,
which issued the statement, said Mr. Sulayem and the rest of the
current management team would remain in place and would be working
with Deloitte, the Journal's Mr. Cummins reports.

                             $5 Billion

The Journal reports that the standstill was announced just hours
after Dubai disclosed it raised $5 billion from two local banks,
the second installment of what officials had said would be a
$20-billion borrowing program.

According to the Journal's Maria Abi-Habib, Dubai's Finance
Department said earlier Wednesday the $5 billion was raised
through conventional and Islamic bonds, or sukuk, that will meet
the emirate's "current needs and obligations".  Finance Department
said the $5 billion tranche was fully subscribed equally by
National Bank of Abu Dhabi and Al Hilal Bank and has been divided
according to a schedule that specifies drawdown amounts.

Ms. Abi-Habib says the latest $5 billion debt raising is part of
Dubai's $20 billion long term bond program launched in February,
and the proceeds will be managed by the Dubai Financial Support
Fund.

Mr. Cummins reports, "Wednesday's $5-billion funding announcement
initially cheered analysts and investors.  While the issue's two
lenders were both Abu Dhabi-controlled banks, the deal suggested
to many that Dubai was able to go to sources besides the federal
government for cash.  An earlier, unrelated debt issue by Dubai in
October was also oversubscribed."

"The Dubai World announcement immediately raised fresh questions
over the federal government's willingness to help Dubai out," Mr.
Cummins added.

"It also appeared to contradict signals from Dubai's government
that it was willing to fully support its corporate entities.  In
its statement about Dubai World, Dubai officials said the
$5-billion bond issue wasn't linked to the Dubai World
restructuring,"

               CDS Prices Rise; Credit Ratings Fall

Bloomberg, citing credit-default swap prices from CMA Datavision
in London, reports that contracts protecting against default rose
116 basis points to 434 basis points Wednesday, the most since
they began trading in January, ranking it the sixth highest-risk
government borrower.  The contracts, which increase as perceptions
of credit quality deteriorate, are higher than Iceland's after
climbing 131 basis points in November, the biggest monthly
increase since January, Bloomberg notes.

The Journal notes the cost of insuring Dubai debt had fallen
sharply amid signs of a global economic recovery.  On Wednesday it
shot higher again after the announcement, rising by more than a
third by late afternoon Wednesday, to $429,700 to insure a
$10-million loan for five years, according to CMA.

Bloomberg says Moody's Investors Service and Standard & Poor's cut
the ratings on several state companies, saying they may consider
the plan a default.


DUBAI WORLD: S&P Cuts Ratings on Several Gov't-Related Entities
---------------------------------------------------------------
Standard & Poor's Ratings Services said Wednesday it had taken
rating actions on a number of Dubai-based government related
entities and transactions.  Standard & Poor's has downgraded DIFC
Investments LLC, DP World Ltd., Jebel Ali Free Zone (FZE), Dubai
Holding Commercial Operations Group LLC (DHCOG), and Emaar
Properties PJSC.  All of these entities have been placed on
CreditWatch with negative implications.  The ratings on Dubai
Multi Commodities Centre Authority were affirmed, although they
were placed on CreditWatch negative.  A CreditWatch negative
placement also applies to the notes issued by Thor Asset Purchase
(Cayman) Ltd. (Thor), which are securitized by cash flows from a
revolving pool of existing and future receivables originated by
Dubai Electricity and Water Authority (DEWA; not rated).

The rating actions are the result of the announcement on Nov. 25
of the restructuring of the debt obligations of Dubai World and
its subsidiary, Nakheel.

"In our view, such a restructuring may be considered a default
under our default criteria, and represents the failure of the
Dubai government (not rated) to provide timely financial support
to a core government-related entity.  This has led to a downward
reassessment of our view of the propensity of the government of
Dubai to support its GREs, resulting in multiple-notch downgrades
on several rated GREs, in accordance with our enhanced criteria
for rating GREs," S&P said.

"The risk of a restructuring and/or default at Nakheel had
previously led us to reassess the likelihood of government
support, leading to downgrades in June 2009.  In October 2009, we
reiterated our view that government support would need to be
revisited in the event of a default at Nakheel.

"We will resolve the CreditWatch placement on the rated GREs and
Thor upon a review of the full impact on rated GREs of the Dubai
World and Nakheel restructuring announcement. We expect this to be
complete within the next three months.

RATINGS LIST

Downgraded/Ratings affirmed/CreditWatch Action

                                  To                 From
                                  --                 ----
Issuer credit ratings

   DIFC Investments LLC

                            BBB-/Watch Neg/A-3   A/Negative/A-1

   DP World Ltd.
   Jebel Ali Free Zone (FZE)

                           BBB-/Watch Neg/A-3    BBB+/Negative/A-2

   Dubai Holding Commercial Operations Group LLC (DHCOG)

                           BBB+/Watch Neg/--     A/Watch Neg/--

   Emaar Properties PJSC

                           BBB-/Watch Neg/--     BBB+/Watch Dev/--

    Dubai Multi Commodities Centre Authority (DMCC)

                           BB/Watch Neg/B        BB/Stable/B

    Thor Asset Purchase (Cayman) Ltd. (Thor)

     Senior secured*

                           A/Watch Neg           A

    * Support by Emirate of Dubai and Dubai Electricity and Water
      Authority

     N.B. -- This list does not include all ratings affected.


ECO2 PLASTICS: Files Voluntary Chapter 11 Petition
--------------------------------------------------
ECO2 Plastics, Inc., (EOPI.OB) announced November 25 that it has
filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code.

Over the past several months, ECO2 has undertaken significant
efforts to reduce its expenses including ceasing operations at its
former production facility while pursuing plans to develop a new
production facility. At the same time, the Company has been
working with existing and potential investors to secure the
requisite funding for the proposed new facility. The Company's
inability to identify new sources of liquidity have caused the
Company to seek bankruptcy protection in order to better manage
its operations through an orderly restructuring process. The case
number of the filing is 09-3702 DM.

"We believe that chapter 11 is necessary to restructure the
Company's outstanding debt, and establish a sustainable, long-term
capital structure for the business," said Rod Rougelot, Chief
Executive Officer of the Company. "While we have worked tirelessly
during the past several months to develop our new production
facility plans, address our existing financial obligations and
seek further funding, the Company has concluded that it will be
unable to secure the financing it requires in the absence of a
chapter 11 filing that will clean up the Company's balance sheet."

Under Chapter 11, certain claims in existence prior to the
Debtor's filing of the petition for relief under the U.S.
Bankruptcy Code are stayed while the Debtor continues business
operations as a debtor-in-possession.  The Debtor will continue to
operate its business as debtor-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Code.

                       About ECO2 Plastics

ECO2 Plastics, (EOPI.OB) -- http://www.eco2plastics.com/--, is a
publicly traded company engaged in PET plastic recycling. The
Company's patented process was developed through a research
partnership with Honeywell FM&T and the US Department of Energy.
ECO2 Plastics is the exclusive worldwide licensee of the patented
and patent-pending technology. The Company is headquartered in
Menlo Park, California.

The Company has assets of $1.69 million against debts of $6.38
million as of Sept. 30, 2009.


ECO2 PLASTICS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ECO2 Plastics, Inc.
          fdba Itec Environmental Group, Inc.
        1143 Crane Street, Suite 203
        Menlo Park, CA 94025

Bankruptcy Case No.: 09-33702

Chapter 11 Petition Date: November 24, 2009

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

Judge: Dennis Montali

Debtor's Counsel: Penn Ayers Butler, Esq.
                  Wendel, Rosen, Black & Dean LLP
                  1111 Broadway, 24th Floor
                  P.O. Box 2047
                  Oakland, CA 94607
                  Tel: (510) 834-6600
                  Fax: (510) 834-1928
                  Email: pbutler@wendel.com

                  Tracy Green, Esq.
                  Wendel, Rosen, Black and Dean
                  1111 Broadway 24th Fl.
                  P.O. Box 2047
                  Oakland, CA 94607
                  Tel: (510) 834-6600
                  Email: tgreen@wendel.com

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

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

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

             http://bankrupt.com/misc/canb09-33702.pdf

The petition was signed by Rodney S. Rougelot, chief executive
officer of the Company.


EMPIRE RESORTS: Has Default Notice from Bank of New York Mellon
---------------------------------------------------------------
Empire Resorts, Inc., reports that on November 9, 2009, it
received a notice from The Bank of New York Mellon Corporation, as
indenture trustee under that certain indenture, dated as of
July 26, 2004, by and among the Company, the Trustee and certain
guarantors named therein.  The Notice asserted that an event of
default has occurred and is continuing, which has not been waived,
as a result of the Company's failure to pay the principal amount
of the Company's 5-1/2% senior convertible notes, plus accrued and
unpaid interest and liquidated damages, upon the purported timely
exercise of certain put rights under the Indenture.

As a result, the Notice advised that the Trustee has declared the
entire $65 million unpaid principal amount of the Notes, all
accrued, unpaid interest thereon and any additional amounts due
and owning under the Indenture to be immediately due and payable.
The Company's legal position that no exercise of any put rights
has occurred in accordance with the terms of the Indenture and,
consequently, no event of default has occurred under the
Indenture.

The Company has commenced a declaratory judgment action against
The Depository Trust Company and the Trustee in the Supreme Court
of the State of New York in Sullivan County, pursuant to which the
Company is seeking a judicial determination that (1) no Holder, as
defined under the Indenture, delivered an executed put exercise
notice to the office of the Trustee within the lawfully mandated
time for exercise of a Holder's put rights under the Indenture,
which was prior to the close of business on July 31, 2009, as
expressly required under the Indenture in order to properly
exercise a put, and that, accordingly, (2) the Notes, in the full
amount of $65 million, continue to mature on July 31, 2014.

A failure to have repurchased the Notes when required would result
in an "Event of Default" under the Indenture and could result in a
cross-default under the Company's loan agreement, dated July 27,
2009, as amended, with The Park Avenue Bank of New York.  This
event would permit PAB to accelerate the debt outstanding under
the Loan Agreement and, if such debt is not paid, to enforce
security interests in the collateral securing such debt or result
in the Company becoming involved in an insolvency proceeding.

                           Catskill Plan

The Company said in a separate filing the St. Regis Mohawk Tribe
on November 21, 2009, announced the results of a referendum of its
members pursuant to which the members of the Tribe indicated, by a
vote of 178 - 140, that they do not support the Tribe pursing off-
reservation gaming in the Catskills region of the State of New
York.

The St. Regis Mohawk Tribe provided for input from community
members through a referendum on Saturday, November 21.  319 voters
turned out to state their positions on the referendum's two
questions:

     -- "Do you support the tribe pursuing off-reservation gaming
        in the Catskills?"

     -- "Do you support the Tribe purchasing the 'Burning Sky'
        building and land for $250,000?"

On the question of off-reservation gaming in the Catskills, 140
"yes" votes were cast and 178 "no" votes were cast, giving the
tribe a thumbs-down to continue with the off-reservation gaming
project.  One ballot was spoiled.

The next hurdle for the Tribe to clear would have been the
reversal of the so-called "Kempthorne Policy," which, under the
Bush Administration, prohibited the St. Regis Mohawk Tribe from
building an off-reservation casino in Sullivan County.

On the question of the purchase of real estate to house the
Tribe's human services programs, 37 "yes" votes were cast and 278
"no" votes were cast, so the Tribe will not proceed with the
purchase.  Four ballots were spoiled.  The "Burning Sky" building
is the premises where a locally-owned office supply company by the
same name previously operated their business.

In its Form 10-Q report, Empire Resorts said it has been working
since 1996 to develop a Class III casino on a site 29.31 acre
owned by the Company adjacent to its Monticello, New York
facility.  Class III gaming means a full casino including slot
machines, on which the outcome of play is based upon randomness,
and various table games including, but not limited to, poker,
blackjack and craps.  Initially, this effort was pursued through
agreements with various Indian tribes.  The Company's most recent
efforts were pursuant to agreements with the St. Regis Mohawk
Tribe.  The Company said it was advised, however, that on
January 4, 2008, the St. Regis Mohawk Tribe received a letter from
the Bureau of Indian Affairs denying the St. Regis Mohawk Tribe's
request to take 29.31 acres into trust for the purpose of building
a Class III gaming facility to be located at Monticello Casino and
Raceway.  The basis for the denial, a newly promulgated
"commutability rule," is reported to be under review by the U.S.
Department of the Interior.

On July 18, 2008, the Company's subsidiaries, MRMI, Monticello
Raceway Development Company, LLC and Monticello Casino Management,
LLC entered into a settlement agreement with the St. Regis Mohawk
Gaming Authority and the St. Regis Mohawk Tribe pursuant to which
the parties agreed to release all claims against the other
parties.  The settlement was amended on October 10, 2008 to
eliminate any remaining unfulfilled conditions and included the
Company's agreement to reimburse the St. Regis Mohawk Tribe
approximately $444,000 for expenses incurred by them in connection
with the project.

                       Kien Huat Realty Deal

Empire Resorts on November 10 said, at that day's Special Meeting
of Stockholders held in New York City, the Company's stockholders
approved the issuance of shares and related proposals to
facilitate the proposed investment of $44,000,000 by Kien Huat
Realty III Limited. In exchange for the investment, Kien Huat will
receive an additional 27,701,852 common shares in the Company.
The closing was expected to take place later that week.

The $44,000,000 investment by Kien Huat follows an initial
investment of $11,000,000 by Kien Huat on August 19, 2009, in
exchange for 6,804,188 shares of the Company's common stock. With
its aggregate $55,000,000 investment following the second tranche,
Kien Huat will own 34,506,040 common shares, or approximately
50.2% of the outstanding common shares of the Company, and just
under 50% of the total voting power of the Company as represented
by the Company's outstanding common and preferred shares.

Under its Investment Agreement with the Company, Kien Huat is
entitled to appoint three representatives to the Company's Board
of Directors, including a non-executive Chairman. Mr. G. Michael
Brown and Mr. Colin Au were designated to serve as Kien Huat's
initial Directors, and Mr. Brown was designated as Chairman,
following Kien Huat's initial investment. Kien Huat is entitled to
designate a third director upon closing of the second tranche,
subject to regulatory approval.

Kien Huat is an investment company beneficially owned by a Lim
family trust of which Mr. Lim Kok Thay of Malaysia and members of
his family are beneficiaries. Kien Huat affiliates maintain
substantial interests in a multinational group of companies
actively involved in gaming, leisure, hospitality, power
generation, plantations, property development, biotechnology, and
oil and gas.  Kien Huat affiliates separately own a substantial
interest in Star Cruises Ltd., the largest cruise operator in
Asia, and financed the startup of the Foxwoods Resort & Casino in
Connecticut and the Seneca Niagara Casino in New York.

Genting is Asia's largest casino operator and a leading integrated
resorts development specialist with over 25 years of global
experience in developing, operating and marketing internationally
acclaimed casinos and integrated resorts in different parts of the
world, including the Americas, Australia, Malaysia, the
Philippines and United Kingdom. Genting is the largest casino
operator in the United Kingdom through ownership of Genting UK
Plc. In 2009, Genting supported the capital raising exercise of
MGM Mirage.

In 2010, Genting will open a $4.55 billion integrated resort on
Sentosa Island in Singapore, which will include a Universal
Studios Theme Park, a Hard Rock Hotel, and gaming, leisure and
hospitality venues.

                       Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $51.3 million in total assets and $78.7 million in total
current liabilities, resulting in a $27.4 million shareholders'
deficit.

The Company says its ability to continue as a going concern is
dependent upon a determination that it did not have the obligation
to repurchase its $65 million of 5-1/2% senior convertible notes
on July 31, 2009, and/or its ability to arrange financing with
other sources to fulfill its obligations under a loan agreement
with The Park Avenue Bank of New York.  The Company is continuing
efforts to obtain financing, but there is no assurance that it
will be successful in doing so.  The Company believes these
factors, as well as continuing net losses and negative cash flows
from operating activities, raise substantial doubt about its
ability to continue as a going concern.

                       About Empire Resorts

Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empiresorts.com/
-- owns and operates the Monticello Casino & Raceway, a harness
racing track and casino located in Monticello, New York, and 90
miles from midtown Manhattan.


ERNIE LEE JACOBSEN: Wants Schedules Filing Extended Until Dec. 8
----------------------------------------------------------------
Ernie Lee Jacobsen and Donna Jean Jacobsen ask the U.S. Bankruptcy
Court for the Northern District of Mississippi to extend until
December 8, 2009, their time to file their schedules of assets and
liabilities and statement of financial affairs.

Their initial filing period expired on Nov. 23, 2009.  The Debtors
and their counsel are still in gathering information necessary to
complete the required documents.

Ernie Lee Jacobsen and Donna Jean Jacobsen filed for Chapter 11
bankruptcy protection on October 29, 2009 (Bankr. N.D. Miss. Case
No. 09-15667).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Jacobsens in its restructuring effort.  The
joint petition listed $10,000,001 to $50,000,000 in assets and
liabilities.


ESCADA AG: Deutschland Unit Applies for Insolvency Proceedings
--------------------------------------------------------------
ESCADA Deutschland Vertriebs GmbH, a 100 percent subsidiary of
ESCADA AG, on November 16, 2009, filed a petition with the
competent Regional Court in Munich as insolvency court for
insolvency proceedings to be opened.  The petition follows as a
consequence of insolvency proceedings being opened over ESCADA
AG's assets on November 1, 2009, in Aschheim/Germany.  On
November 17, 2009, at 10 a.m., the Court ordered preliminary
administration of the insolvent's assets and appointed Mr.
Christian Gerloff, Munich, to act as preliminary insolvency
administrator.

Because of potential liability risks the company had not been sold
under the sale and transfer agreement to the trust of the Mittal
family on November 5, 2009.  The operative business of 'ESCADA
Deutschland Vertriebs GmbH' shall be transferred shortly as part
of an asset deal.

                        About Escada AG

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

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

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

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


ESCADA AG: US Unit Wants March 15 Lease Decision Deadline
---------------------------------------------------------
Pursuant to Section 365(d)(4) of Bankruptcy Code and Rule 6006 of
the Federal Rules of Bankruptcy Procedure,, Escada (USA) Inc.
asks the Court to extend through March 15, 2010, the period
within which it may assume or reject unexpired leases of non-
residential real property.

Escada's current Lease Decision Deadline is December 12, 2009.

The Debtor is a party to 31 Unexpired Leases, a schedule of which
is available for free at:

   http://bankrupt.com/misc/Escada_31UnexpiredLeases.pdf

Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York,
relates that since many of the store leases are among the most
valuable assets of the Debtor, the extension is necessary to
continue to preserve and maintain the value of the Debtor's
assets and business.

According to Mr. Bender, Escada is continuing to perform its
other postpetition obligations under the Leases in a timely
fashion, as required by Section 365(d)(3) of the Bankruptcy Code.
Furthermore, since the Debtor is current with respect to its
postpetition obligations under its Leases, its extension request
of the Lease Decision Period does not offer continuing harm to
creditors.

"On the contrary, if the extension is not granted, the Debtor
risks losing numerous valuable leases which could derail a sale
process and result in a significant loss of value to the Debtor's
estate," Mr. Bender points out.

                        About Escada AG

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

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

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

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


ESCADA AG: US Unit Wants Plan Exclusivity Until March 15
--------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the commencement of a Chapter 11 case
during which a debtor has the exclusive right to propose and file
a Chapter 11 plan.  Section 1121(c)(3) provides that if a debtor
files a plan within the 120-day Plan Period, it has an additional
60-day period to obtain acceptance of that plan, during which
time competing plans may not be filed.

Escada (USA) Inc.'s Exclusive Plan Filing Period expires on
December 12, 2009, while its Exclusive Solicitation Period ends
on February 10, 2010.

Pursuant to Section 1121(d) of the Bankruptcy Code, where the
initial Exclusive Periods prove to be an unrealistic time frame
for proposal and solicitation of a plan, the Court may extend a
debtor's Exclusive Periods for "cause."

Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York,
relates that the Debtor's Chapter 11 case is part of and
dependent on a much larger global restructuring of Escada AG and
its other subsidiaries.  The insolvency administrator for Escada
AG recently decided on a purchaser for its assets.  In order to
formulate and confirm a viable plan of reorganization in its
Chapter 11 case, the Debtor must determine the best course of
action for the sale of its assets and seek approval of that sale
from the Court.

Mr. Bender points out that due to the complexities of the Chapter
11 case, the Debtor has not had sufficient time to negotiate a
reorganization plan.  Specifically, the Debtor has been unable to
begin meaningful plan negotiations because of its dependency on
Escada AG' German insolvency proceeding.

"Now that a purchaser has been selected for the assets of
Escada AG and the Debtor has begun its own sale negotiations, the
Debtor is hopeful that a plan process can commence in the near
future," Mr. Bender says.

Nevertheless, Mr. Bender notes, it is highly unlikely that the
Sale will be concluded and that subsequent negotiations would
lead to the filing of a plan prior to the expiration of the
Debtor's current Exclusive Plan Filing Period.

Mr. Bender reminds the Court that the initial three months of the
Debtor's Chapter 11 case have been time-consuming as the Debtor
was heavily focused on (i) responding to and placating a wide
array of concerns of the Official Committee of Unsecured
Creditors and Escada AG, (ii) stabilizing its business
operations, and (iii) analyzing the potential options for
reorganization.  The Debtor further emphasizes that it is
managing its business effectively and preserving the value of its
assets for the benefit of all creditors.

However, the Debtor has not had sufficient time or ability to
begin negotiations of a plan of reorganization and will not be in
a position to do so until after expiration of the Plan Period,
according to Mr. Bender.

Against this backdrop, the Debtor asks the Court to extend,
without prejudice, (i) its Exclusive Plan Filing Period through
March 15, 2010; and (ii) its Exclusive Solicitation Period
through May 13, 2010.

Mr. Bender assures the Court that the Debtor's request for an
extension of the Exclusive Periods "is not a negotiation tactic,
but instead, merely a reflection of the fact that the Chapter 11
case is not yet ripe for the formulation and confirmation of a
viable plan."

Judge Stuart M. Bernstein will convene a hearing on December 1,
2009, to consider the Debtor's request.  Objections, if any, must
be filed by November 25.

                        About Escada AG

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

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

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

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


EXTENDED STAY: Appeals BoA Lawsuit Transfer Ruling
--------------------------------------------------
Extended Stay Inc. appealed to the U.S. District Court for the
Southern District of New York a decision of a bankruptcy judge
overseeing its Chapter 11 cases.

The Debtors made the move after Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York ordered to
transfer to the New York Supreme Court a lawsuit filed by Bank of
America N.A. and six other companies against Lightstone Group LLC
Chairman David Lichtenstein after determining that the case is
not a "core proceeding."

The Debtors echoed Mr. Lichtenstein's earlier statement that
Judge Peck could have erred in his decision to transfer the
lawsuit to the Supreme Court on grounds that the Bankruptcy Court
does not have "subject matter jurisdiction" and that the case "is
not a core proceeding."

BofA, et al., sued Mr. Lichtenstein and his company after the
defendants, as guarantors, allegedly did not pay $100 million to
the plaintiffs pursuant to certain guaranty agreements.  The
lawsuit was initially filed in the Supreme Court but was
eventually moved to the Bankruptcy Court following the
Debtors' Chapter 11 filing.  BofA, et al., however, asked Judge
Peck to transfer the case back to the Supreme Court on grounds
that it is not related to the Debtors' bankruptcy proceedings.

                        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: Appeals Line Trust Lawsuit Transfer Ruling
---------------------------------------------------------
Extended Stay Inc., Cerberus Capital Management LP and
Centerbridge Partners LP appealed to the U.S. District Court for
the Southern District of New York a bankruptcy judge's ruling
requiring the transfer of a lawsuit filed by Line Trust
Corporation Ltd. and Deuce Properties Ltd.

Cerberus Capital and Centerbridge Partners own a portion of the
$4.1 billion mortgage loan that was used to fund the acquisition
of ESI and its affiliated debtors from Blackstone Group LP.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York earlier ordered to transfer the lawsuit to
the New York Supreme Court after determining that it is not a
core proceeding.

In court papers, the companies echoed Lightstone Group LLC
Chairman David Lichtenstein's earlier statement that Judge Peck
could have erred in his decision to transfer the lawsuit to the
Supreme Court on grounds that the Bankruptcy Court does not have
"subject matter jurisdiction" and that the case "is not a core
proceeding."

Line Trust and Deuce Properties filed the lawsuit after Mr.
Lichtenstein allegedly failed to make a $100 million payment
as guarantor under certain guaranty agreements.  They also
accused the officer of being induced by lenders to put the
Debtors in bankruptcy to push junior loan holders out of
the money, which in turn promised to indemnify him against
$100 million in liabilities and provide a $5 million "litigation
defense war chest" to resist potential claims from junior
lenders.

The lawsuit was initially filed in the Supreme Court but was
moved to the Bankruptcy Court as a result of the Debtors' Chapter
11 filings.  Line Trust and Deuce Properties, however, asked
Judge Peck to transfer the case back to the Supreme Court.

                        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: Bankr. Jurisdiction on Five Mile Suit Questioned
---------------------------------------------------------------
Cerberus Capital Management LP and Centerbridge Partners L.P.
filed a statement in the U.S. District Court for the Southern
District of New York in connection with the appeal filed by Five
Mile Capital II SPE ESH LLC.

Five Mile earlier appealed to the District Court of a bankruptcy
judge's order denying the transfer of its lawsuit against
Cerberus and Centerbridge to the New York Supreme Court.

In their statement, Cerberus and Centerbridge asked the District
Court to determine whether or not Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York "correctly
concluded that it has jurisdiction to adjudicate" the lawsuit.
They also asked the District Court to determine whether or not
the bankruptcy judge correctly concluded that the case "presents
an issue that very clearly is unique to and uniquely affected" by
the Chapter 11 cases of Extended Stay Inc. and its affiliated
debtors.

Five Mile sued Cerberus, Centerbridge, The Blackstone Group Inc.
and GEM Capital Management Inc. after the companies allegedly
negotiated with the Debtors on the restructuring of the Debtors'
debt.  Five Mile alleged that the negotiations led to an
agreement on the terms of a restructuring that was detrimental to
the Debtors while beneficial to the defendants.

The lawsuit was initially filed in the Supreme Court but was
eventually moved to the Bankruptcy Court after the Debtors filed
their Chapter 11 cases.

                        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).


FIRST REPUBLIC: Fitch Changes Watch on Note Ratings to Negative
---------------------------------------------------------------
Fitch Ratings has revised the Rating Watch on debt instruments
originally issued by First Republic Bank, now a division of Bank
of America Corporation (rated 'A+/F1+' by Fitch).  Fitch has
revised the Rating Watch to Negative from Evolving on subordinated
debt rated 'A' originally issued by FRB, and revised the Rating
Watch to Positive from Evolving on REIT preferred securities rated
'BB-' issued by FRB affiliates First Republic Preferred Capital
Corp. and First Republic Preferred Capital Corp. II.

BAC has announced the sale of FRB to a team led by unit
management.  Existing ratings are linked to those of BAC and its
affiliates.  The subordinated debt rating is dependent on
government support, while the REIT preferred ratings reflect asset
quality and earnings performance issues at BAC.  The Negative
Watch on the subordinated debt issuance reflects the fact that FRB
will no longer benefit from government support once the sale
closes in second quarter-2009 (2Q'09).  Consequently, its rating
at that time is likely to be lower.

The Positive Watch on the REIT preferred securities reflects the
possibility that the rating could be upgraded further based on
FRB's fundamentals once the sale closes.  Fitch plans to assess
the creditworthiness of FRB at closing and will make the
appropriate rating revisions to both subordinated debt and
preferred securities at that time.

Fitch has revised the Rating Watch to Negative from Evolving on
this security:

First Republic Bank

  -- Long-term subordinated debt 'A'.

Fitch has revised the Rating Watch to Positive from Evolving on
these securities:

First Republic Preferred Capital Corp.
First Republic Preferred Capital Corp. II

  -- Preferred Securities 'BB-'.


FORUM HEALTH: Can Weigh Asset's Future Until December 14
--------------------------------------------------------
The Business Journal Daily reports that Forum Health Inc. said the
initial November 30 deadline has been extended to December 14 to
allow the company's board and financial advisers to evaluate their
options before deciding whether to sell all or portion of the
company, or pursue a plan of reorganization.

The Company was expected to disclose whether it will pursue a
mergers-and-acquisition process, source says.

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

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


FREDDIE MAC: Files October 2009 Monthly Volume Summary
------------------------------------------------------
Freddie Mac (formally known as the Federal Home Loan Mortgage
Corporation) on November 24, 2009, issued its October Monthly
Volume Summary.

A full-text copy of the Monthly Volume Summary is available at no
charge at http://ResearchArchives.com/t/s?4a65


                        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.


GLOBAL ENERGY: Files for Chapter 11 Protection
----------------------------------------------
Global Energy Holdings Group, Inc., said November 25 it is
voluntarily seeking to reorganize itself and four of its
subsidiaries under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the District of
Delaware.  The voluntary filing will allow Global to continue its
operations in the normal course through the financial
restructuring process.

Global determined that it was prudent to file for Chapter 11 at
this time in order to restructure its business under the
protection of the bankruptcy court.  In 2008, Global focused its
operations on the development of renewable energy projects, such
as biomass gasification and landfill gas-to-energy projects, and
chose to exit its legacy ethanol business.  Global will continue
an orderly liquidation of its non-core assets and develop business
opportunities upon which it may structure its emergence from
Chapter 11.  The decision to pursue reorganization under Chapter
11 came after extensive efforts to improve Global's liquidity and
pursue strategic alternatives.

Along with the filing of the five voluntary petitions, Global
intends to file four first day motions which it believes are
necessary to enable the debtors to operate in Chapter 11 with a
minimum of disruption and loss of productivity.

                        About Global Energy

Global Energy Holdings Group, Inc. (NYSE AMEX:GNH) --
http://www.gnhgroup.com/-- is a diversified renewable energy
company based in Atlanta, Georgia. Global develops renewable
energy projects, including biomass gasification and landfill-gas-
to-energy projects.  Global also coordinates and implements
energy-efficiency projects, such as cogeneration and heat
recovery, for organizations that include government agencies and
the U.S. military.  Global provides tailored solutions that
capitalize on the nation's need for diverse energy resources,
while investing in promising innovations to help power the future.

Global Energy had total assets of $10.30 million against debts of
$5.27 million as of Sept. 30, 2009.


GSL DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: GSL Development, LLC
        11709 Valley Boulevard
        El Monte, CA 91732

Bankruptcy Case No.: 09-43182

Chapter 11 Petition Date: November 24, 2009

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

Debtor's Counsel: Theodore E. Malpass, Esq.
                  4931 Birch St
                  Newport Beach, CA 92660
                  Tel: (949) 474-994
                  Fax: (949) 474-9947
                  Email: temalpass@aol.com

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/cacb09-43182.pdf

The petition was signed by Scott Gunderson, managing member of the
Company.


GTC BIOTHERAPEUTICS: NASDAQ Compliance Date Moved to March 2010
---------------------------------------------------------------
GTC Biotherapeutics, Inc., reports that on November 18, 2009, it
received from a NASDAQ Hearings Panel an extension to March 16,
2010, to regain compliance with the market value of listed
securities requirement for continued listing on The NASDAQ Capital
Market, as specified by NASDAQ Listing Rule 5550(b)(2).

The Company's common stock will continue to be listed on The
NASDAQ Capital Market during the extension.  The Company said it
can satisfy the terms of the Panel's decision by demonstrating a
market value of listed securities of at least $35 million for 10
consecutive trading days prior to the end of the extension period.

                           Going Concern

GTC said its recurring losses from operations and limited funds
raise substantial doubt about its ability to continue as a going
concern.  As of September 27, 2009, the Company had $23.4 million
in total assets against $63.1 million in total liabilities, and
($10.4) million in total redeemable convertible preferred stock,
resulting in $29.2 million in stockholders' deficit.

On November 2, 2009, the Company entered into a Stock Purchase
Agreement with LFB Biotechnologies S.A.S., its principal
stockholder, under which the Company agreed to issue to LFB
$3.625 million in shares of the Company's common stock at a sales
price of $1.07, which is equal to the closing price of the common
stock on the Nasdaq Capital Market on October 30.

On October 31, 2009, LFB notified the Company that it was
exercising its option to purchase the $12.75 million of additional
shares of Series E convertible preferred stock under the terms
described in the financing agreements approved by the Company's
shareholders in July 2009.  This transaction provided the Company
with roughly $6.38 million of new cash proceeds.  In addition, LFB
converted its existing shares of Series E convertible preferred
stock it previously purchased in July into a total of roughly
10.6 million shares of common stock.

Management expects that future sources of funding will include
sales of equity or debt securities and new or expanded partnering
arrangements.  The Company said if no funds are available it would
have to sell or liquidate the business.

Based on its cash balance as of September 27, 2009, as well as the
$10 million in cash it received from the closing of the LFB
financing transactions and potential cash receipts from existing
programs -- the Company anticipates it has the ability to continue
its operations into the middle of the first quarter of 2010,
including normal recurring debt service payments.

The Company is currently engaged in discussions for potential new
partnering transactions and plan to bring further financial
resources into GTC in the future through some combination of
partnering transactions and other debt or equity financing
arrangements.

                    About GTC Biotherapeutics

Headquartered in Framingham, Massachusetts, GTC Biotherapeutics,
Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com/-- develops,
supplies, and commercializes therapeutic proteins produced through
transgenic animal technology.  The Company is also developing a
portfolio of recombinant human plasma proteins with known
therapeutic properties.  The company also has a monoclonal
antibody portfolio focused on follow-on biologics, including a
CD20 monoclonal antibody.  The intellectual property of the
company includes a patent in the United States through 2021 for
the production of any therapeutic protein in the milk of any
transgenic mammal.  Its transgenic production platform is
particularly well suited to enabling cost effective development of
proteins that are difficult to express in traditional recombinant
production systems as well as proteins that are required in large
volumes.


HOLDINGS GAMING: S&P Junks Corporate Credit Rating From 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Pittsburgh, Pennsylvania-based Holdings
Gaming Borrower L.P.  S&P lowered the corporate credit rating to
'CCC' from 'B-'.  These ratings were removed from CreditWatch,
where they were placed with negative implications Sept. 28, 2009.
The rating outlook is negative.

In addition, S&P revised its recovery rating on HGB's revolving
credit facility and first-out term loan to '2', indicating its
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default, from '1'.  S&P lowered its issue-
level rating on this debt to 'CCC+' (one notch higher than the
'CCC' corporate credit rating on the company) from 'B+', in
accordance with S&P's notching criteria for a '2' recovery rating.
The revision to the recovery rating reflects S&P's expectation of
a lower level of cash flow in its simulated default scenario than
that used in its previous analysis and a reduction in S&P's
assumed emergence multiple due to challenging operating conditions
being experienced since the August 2009 opening of the property.

"The ratings downgrade reflects the weak operating performance at
HGB's recently completed slot gaming facility in Pittsburgh and
S&P's assessment that the company's ability to service its capital
structure over the intermediate term may be challenged due to
operating trends that are tracking meaningfully below S&P's
previous expectations," said Standard & Poor's credit analyst
Michael Listner.

S&P is concerned that the company's limited interest reserve
allocation necessitates a significant improvement in operating
performance from that observed to date in order to provide the
company with sufficient liquidity to meet its debt service
obligations and other fixed charges.  Furthermore, the ratings
downgrade reflects S&P's view that the company will likely violate
the minimum EBITDA financial covenant in the company's credit
agreement.  S&P notes, however, that the agreement does provide
for equity cure provisions that could be utilized by the owners if
necessary to maintain compliance with financial covenants.

As the company's first-lien interest reserve account will be
depleted during the first quarter of 2010, Standard & Poor's is
concerned that the property will be challenged to generate
sufficient cash flow to accommodate fixed charges.  In addition to
required amortization and cash interest charges, the borrower has
agreed to pay approximately $9.5 million per year (reducing to
$7.5 million after 2012) to the city for residential and
commercial development and the construction of a sports arena.
With consideration given to reserves that will support the payment
of cash interest and credit enhancement fees on HGB's term loans,
S&P expects that the company will face cash charges of more than
$55 million during 2010, in excess of S&P's revised expectations
for cash flow generation during this period.  As such, S&P
believes that absent a substantial improvement in visitation
trends and gaming revenue, a restructuring of the company's debt
obligations is likely.


HYPERDYNAMICS CORP: Receives NYSE Amex Noncompliance Letter
-----------------------------------------------------------
Hyperdynamics Corporation has received a non-compliance warning
letter from the staff of the NYSE Amex stock exchange concerning
the Company's issuance of shares of its common stock on
November 16, 2009.

The NYSE Amex staff stated in the letter that failure to comply
with stock exchange rules concerning the listing of additional
securities could jeopardize the Company's continued listing
status.  It further stated that it would not at this time apply
the continued listing evaluation and follow-up procedures
specified in the exchange's Company Guide.

NYSE Amex rules prohibit listed companies from issuing additional
securities until an application for listing has been submitted and
approved.  The Company submitted the application November 25 and
is working with the NYSE Amex to ensure that the shares are
properly listed with the exchange.

Because the Company is not currently in compliance with NYSE Amex
continued listing standards, the staff letter constitutes a
Warning Letter and a notice of failure to satisfy a continued
listing standard.

Sugar Land, Texas-based Hyperdynamics Corporation (NYSE Amex: HDY)
-- http://www.hyperdynamics.com/-- is an emerging independent oil
and gas exploration and production company that is exploring for
oil and gas offshore the Republic of Guinea in West Africa.


INERTIA LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Inertia, LLC
        3010 E. Elwood Street
        Phoenix, AZ 85040

Bankruptcy Case No.: 09-30273

Chapter 11 Petition Date: November 24, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Steven N. Berger, Esq.
                  One Columbus Plaza, Suite 700
                  3636 N Central Avenue
                  Phoenix, AZ 85012-1985
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  Email: snb@engelmanberger.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 Deborah L. Hayes, manager of the
Company.


INTERTAPE POLYMER: Files 2002-2008 Annual Reports for Savings Plan
------------------------------------------------------------------
Intertape Polymer Group Inc. on November 13 and 16, 2009, filed
with the Securities and Exchange Commission annual reports on Form
11-K for the Intertape Polymer Group, Inc. USA Employees' Stock
Ownership and Retirement Savings Plan for the years 2002 to 2008:

     -- For the fiscal year ended December 31, 2002
        See http://ResearchArchives.com/t/s?4a67

     -- For the fiscal year ended December 31, 2003
        See http://ResearchArchives.com/t/s?4a68

     -- For the fiscal year ended December 31, 2004
        See http://ResearchArchives.com/t/s?4a69

     -- For the fiscal year ended December 31, 2005
        See http://ResearchArchives.com/t/s?4a6a

     -- For the fiscal year ended December 31, 2006
        See http://ResearchArchives.com/t/s?4a6b

     -- For the fiscal year ended December 31, 2007
        See http://ResearchArchives.com/t/s?4a6c

     -- For the fiscal year ended December 31, 2008
        See http://ResearchArchives.com/t/s?4a6d

                  About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

                           *    *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, to 'CCC+' from 'B' on Intertape
Polymer Group Inc. and related entities.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where S&P placed them on March 23, 2009.  The outlook is negative.
As of December 31, 2008, the company had about $270 million in
adjusted debt (adjusted for capitalized operating leases and tax-
adjusted unfunded employee benefit obligations).


INTERTAPE POLYMER: Reports $2 Mil. Net Earnings for Sept. 30 Qtr
----------------------------------------------------------------
Intertape Polymer Group Inc. said net earnings for the third
quarter ended September 30, 2009, were $2.0 million or $0.03 per
share, both basic and diluted, compared to net earnings of
$4.2 million or $0.07 per share both basic and diluted for the
same period last year.  Both of the Company's Divisions made
progress when compared with the first half of 2009, as economic
conditions improved and the North American housing market showed
initial signs of recovery, most notably in the sale of new houses.
Net loss for the nine months of 2009 totaled $5.8 million ($0.10
per share, basic and diluted) compared to net earnings of
$7.0 million ($0.12 per share, basic and diluted) for the same
period in 2008.

Third quarter sales were down 19% to $163.7 million, compared to
sales of $202.0 million in the third quarter of 2008, reflecting a
16.2% decrease in sales for the Tapes & Films Division and a 29.8%
reduction for the Engineered Coated Products Division.  Sales for
the first nine months of the year were $454.7 million compared to
$584.0 million for the same period in 2008, a decrease of 22.1%.

Third quarter 2009 EBITDA was $16.1 million compared to $18.8
million for the third quarter in 2008. For the first nine months
of 2009, EBITDA was $35.2 million compared to $52.4 million for
the same period in 2008.

The Company used cash flows from operating activities in the third
quarter of 2009 of $10.4 million compared to $9.2 million of cash
flows generated in the third quarter of 2008. The cash usage in
2009 was largely due to decreased accounts payable and accrued
liabilities. For the first nine months of 2009, the Company
generated cash flows from operating activities of $10.4 million
compared to $8.6 million for the same period of 2008.

Over the most recent quarter, the Company increased its
outstanding debt by $9.0 million. Following substantial debt
reduction in the first half of the year, debt reduced year-to-date
totals $10.2 million. The Company's asset based loan has one
financial covenant, a fixed charge ratio, the target for which is
1.0 to 1.0.  This covenant becomes effective only when unused
availability drops below $25.0 million.  While Intertape did not
meet the ratio as at September 30, 2009, this covenant was not in
effect as unused availability was $30.8 million.  To date in the
fourth quarter, the Company has maintained availability in excess
of $25.0 million and expects to remain above that level into 2010.

As part of the Company's ongoing objectives to lower costs,
enhance customer order fulfillment and effectively optimize
inventory investment, the Company will consolidate operations
currently performed at its Hawkesbury, Ontario plant.  The
Hawkesbury plant will be closed by the end of the year and
operations will be transferred to the Company's Truro, Nova Scotia
plant.  The Company expects to incur a charge in the fourth
quarter associated with this closure.

At September 30, 2009, the Company had $557.5 million in total
assets against $313.9 million in total liabilities.

"The third quarter is historically our strongest and this year is
no exception. I am pleased with our results which indicate the
effectiveness of our cost reductions and the development and sales
of new products. Owing to the seasonal aspects of our business, we
expect lower fourth quarter results," stated Intertape Chairman,
Eric E. Baker.

"During the third quarter, we saw our customer base increase
inventory levels. This restocking could translate into lower
demand in the fourth quarter.  Propylene-related raw material
costs have escalated significantly in the past three months.
Unfortunately there is no pricing power in the market and
therefore we expect lower fourth quarter gross margins," said
Intertape Executive Director, Melbourne F. Yull.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?4a6e

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4a6f

On November 12, 2009, Intertape Polymer named Bernard J. Pitz as
its new Chief Financial Officer, effective immediately.  Mr. Pitz
has served as a CFO and in other executive capacities for close to
20 years. His experience is wide ranging, having worked in a
number of industries with progressively complex and important
responsibilities for public companies with sales of $150 million
to over $700 million. He holds a B.S. and an M.B.A from Northern
Illinois University and the University of Chicago, respectively.

"Bernie is a highly experienced CFO with proven leadership skills
and has a strong track record of a definite hands-on approach.  He
further strengthens Intertape's management team and we look
forward to benefitting from his broad knowledge.  We thank Vic
DiTommaso for his years of service and wish him well in his future
endeavours," Mr. Baker said.

                   About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

                           *    *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, to 'CCC+' from 'B' on Intertape
Polymer Group Inc. and related entities.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where S&P placed them on March 23, 2009.  The outlook is negative.
As of December 31, 2008, the company had about $270 million in
adjusted debt (adjusted for capitalized operating leases and tax-
adjusted unfunded employee benefit obligations).


ION MEDIA: Bankruptcy Court Enters Order Confirming Ch. 11 Plan
---------------------------------------------------------------
U.S. Bankruptcy Judge James Peck has entered a 30-page memorandum
decision confirming ION Media Networks, Inc.'s Chapter 11 plan of
reorganization.

Judge Peck held that Cyrus Select Opportunities Master Fund Ltd.,
the sole remaining objector, lacked standing to object to the Plan
and ruled that Cyrus breached a contract.

Judge Peck pointed out that Cyrus, an activist distressed investor
that purchased certain deeply discounted second lien debt of ION
Media at pennies on the dollar, has been using aggressive
bankruptcy litigation tactics as a means to gain negotiating
leverage and earn outsize returns.

Cyrus had argued the plan gives too much to first-lien lenders,
based on a premise that their claims are secured by Federal
Communications Commission broadcast licenses.  Cyrus said that the
FCC licenses owned by special purpose vehicles within the Debtors'
capital structure represent valuable unencumbered source of
recovery for holders of second lien indebtedness.

However, Judge Peck noted that Cyrus lacked standing to object due
to the explicit restrictions imposed under the prepetition
intercreditor agreement between first lien lenders and second lien
lenders.

"Here, a sophisticated, economically motivated and woefully out of
the money creditor has deliberately chosen to ignore the terms of
an unambiguous agreement that, read literally, precludes it from
opposing confirmation. This is a high risk strategy that is being
implemented without first obtaining a declaration of rights under
the Intercreditor Agreement.  Cyrus has chosen instead to object
to confirmation and thereby assume the consequence of being found
liable for a breach of the Intercreditor Agreement."

To avoid potential liability for breach of the agreement, Cyrus
must prevail in showing that objections to confirmation are not
prohibited because those objections are grounded in the
proposition that the FCC Licenses are not collateral and so are
not covered by the agreement.

Judge Peck, however, held that the FCC licenses constitute
purported "collateral" as that term is used in the intercreditor
agreement.

A copy of the Memorandum Decision is available for free at:

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

                        The Chapter 11 Plan

Ion Media Networks Inc. has filed with the Bankruptcy Court a
Chapter 11 reorganization plan that says first lien lenders would
recover 16.6% of their claims based on the 37.5% of the stock of
reorganized Ion that will be distributed to them.  Holders of DIP
facility claims will receive 62.5% of the new stock.

The Plan is supported by holders of over 70% of Ion Media's first
lien secured debt, who also served as the source of Ion's
$150 million debtor in possession financing facility, as well as
the statutory committee of unsecured creditors appointed in the
chapter 11 cases.  As previously reported, the Plan contemplates a
complete extinguishment of over $2.7 billion in legacy
indebtedness and preferred stock claims.

Cyrus Select Opportunities Master Fund, an affiliate of Cyrus
Capital and an investor in Ion's notes due 2013, had raised
objections to the Plan, specifically with respect to the proposed
recovery provided to the first lien lenders.  Cyrus, a holder of
the second lien debt, argues that the Plan gives too much to
first-lien lenders, based on a premise that their claims are
secured by Federal Communications Commission operating licenses.
Cyrus said that FCC licensees can't legally grant liens on the
licenses and that the issue should be heard in the District Court.
Cyrus has commenced an adversary proceeding against Ion Media
seeking a declaration regarding the validity and enforceability of
any security interests in broadcasting and other licenses,
authorizations, waivers and permits issued by the FCC to certain
subsidiaries of Ion Media.

Ion Media asserts that the first lien lenders -- the majority of
who have provided $150 million of the DIP financing -- hold a
perfected senior security interest in the right to receive
proceeds generated from the sale of the FCC Licenses.  Ion Media
has commenced an adversary proceeding against Cyrus seeking a
declaratory judgment enforcing the terms of a security agreement
and an intercreditor agreement.  According to Ion Media, the
agreements provide that (i) the first priority secured parties'
liens are senior to those of the second priority secured parties,
including Cyrus, and (ii) the second lien lenders are barred from
challenging the validity of the liens of the first lien lenders
and objecting to a reorganization plan.

A copy of the Plan, as modified, is available for free at:

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

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

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

                     About Ion Media Networks

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.


JACO FOODS: Sec. 341 Meeting Set for December 14
------------------------------------------------
U.S. Trustee for Region 5 will convene a meeting of JACO Foods,
Inc.'s creditors on December 14, 2009, at 2:00 p.m. at Cochran
U.S. Bankruptcy Courthouse, 703 Highway 145 North, Aberdeen, MS
39730.

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

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

Columbus, Mississippi-based JACO Foods, Inc., filed for Chapter 11
bankruptcy protection on November 16, 2009 (Bankr. N.D. Miss. Case
No. 09-16017).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


JACO FOODS: List of 20 Largest Unsecured Creditors
--------------------------------------------------
JACO Foods, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Mississippi a list of its 20 largest
unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/msnb09-16017.pdf

Columbus, Mississippi-based JACO Foods, Inc., filed for Chapter 11
bankruptcy protection on November 16, 2009 (Bankr. N.D. Miss. Case
No. 09-16017).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


JAMES YMSON: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: James C. Ymson
               Donna Marie V. Ymson
               1814 Charlton Cir
               Toms River, NJ 08755-1481

Bankruptcy Case No.: 09-41655

Chapter 11 Petition Date: November 24, 2009

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

Debtor's Counsel: Marc C. Capone, Esq.
                  Capone and Keefe, PC
                  60 Highway 71, Unit 2
                  Spring Lake Heights, NJ 07762
                  Tel: (732) 528-1166
                  Email: mcapone@caponeandkeefe.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 $1,234,507,
and total debts of $1,826,672.

A full-text copy of the Debtors' petition, including a list of
their 12 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/njb09-41655.pdf

The petition was signed by the Joint Debtors.


JIM PALMER: Sells Assets to Two Chicago Businessmen
---------------------------------------------------
Betsy Cohen of the Missoulian reports that Jim Palmer Trucking has
been sold to Chicago-based businessmen Milan Kangrga and Blazo
Gjorev, who will run the Company without any significant changes.

The businessmen, Ms. Cohen says, plan to expand the company on the
each coast.

According to the report, Jim Palmer was retained as a consultant,
Lonnie Wallace will stay in his present position, and all company
employees will keep their jobs.

                        About Jim Palmer

Headquartered in Missoula, Montana, Jim Palmer Trucking Inc. --
http://www.jimpalmertrucking.com/-- offers truckload
transportation of temperature-controlled cargo. The company
operates throughout the US from terminals in Missoula, Montana;
Salina, Kansas; and Tampa.

The Debtor and two of its affiliates filed for separate Chapter 11
protection on July 15, 2008, (Bankr. D. Mont. Lead Case No.: 08-
60922).  James A. Patten, Esq., represents the Debtors in their
restructuring efforts. The Debtors have $11,897,554 in total
assets and $12,089,808 in total debts.


JPP INC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: JPP, Inc.
          dba Baron Stiegel
        168 S. Main Street
        Manheim, PA 17545

Bankruptcy Case No.: 09-18959

Chapter 11 Petition Date: November 24, 2009

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

Judge: Chief Judge Stephen Raslavich

Debtor's Counsel: Barry A. Solodky, Esq.
                  Blakinger, Byler and Thomas, P.C.
                  28 Penn Square
                  Lancaster, PA 17603
                  Tel: (717) 299-1100
                  Email: bas@bbt-law.com

Estimated Assets: $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 Paul A. Reuter Jr., president of the
Company.


KIRKLAND HUTCHESON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kirkland Hutcheson, LLC
           dba Castle Rock Resort
           fka Atrium Inn
        3001 Green Mountain Drive
        Branson, MO 65616

Case No.: 09-62695

Type of Business: The Debtor operates a lodging business.

Chapter 11 Petition Date: November 24, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge:?Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  Email: bk1@dschroederlaw.com

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

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

The petition was signed by William D. Kirkland, the company's
organizer/authorized member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Empire Electric            open account           $90,442

Springfield Mechanical     open account           $48,888

KARK                       open account           $14,170

Fireman's Fund Insurance   open account           $12,918

Anderson Electric &        open account           $12,779
Plumbing

Nuvox                      open account           $9,465

Jeff Ellis & Associates    open account           $7,873

Lamar Companies            open account           $6,960

Clear Channel              open account           $6,841

Cromer Company             open account           $6,639

Travel CLICK               open account           $5,875

City of Branson            open account           $5,590
Utilities

Loyd's Electric Supply     open account           $5,254

BKD LLP                    open account           $5,146

Pepsi Americas             open account           $4,840

RARK                       open account           $4,250

Northshore Technologies    open account           $4,053

Graybar Financial          open account           $3,741

Sudden Link                open account           $3,618

Midwest Parenting          open account           $3,495
Publications


LANDAMERICA FIN'L: Court Confirms Chapter 11 Plan
-------------------------------------------------
Judge Kevin Huennekens of the United States Bankruptcy Court for
the Eastern District of Virginia confirmed the Joint Chapter 11
Plan of LandAmerica Financial Group, Inc., LandAmerica 1031
Exchange Services Inc., and its affiliated debtors at a hearing
held last November 18, 2009.

Judge Huennekens signed the Confirmation Order on November 23,
2009.

Upon review, the Court held that the Plan complied with the
confirmation requirements of Section 1129(a) of the Bankruptcy
Code:

  (1) The Plan complies with Section 1129(a)(1) because, among
      others:

      -- The Plan complies with the classification requirements
         of Sections 1122 and 1123(a) of the Bankruptcy Code
         because all Claims within a particular class are
         substantially similar to the other Claims or Interests
         in that class or are part of a class approved as
         reasonable and necessary for administrative
         convenience.  The Plan also complies with the
         requirements set forth under Section 1123(a)(1)-(6) of
         the Bankruptcy Code.

      -- The Plan provides for the assumption, assumption and
         assignment or rejection of the Debtors' executory
         contracts and unexpired leases that have not been
         previously assumed, assumed and assigned or rejected
         pursuant to Section 365 of the Bankruptcy Code and
         orders of the Court;

  (2) The Plan satisfies Section 1129(a)(2) because the Debtors
      have complied with the applicable provisions of Section
      1125 and 1126 of the Bankruptcy Code, whereby (x) all
      persons entitled to receive notice of the Disclosure
      Statement, the Plan and the Confirmation Hearing have
      received proper and adequate notice, and (y) the Debtors
      solicited votes with respect to the Plan in good faith and
      in a manner consistent with bankruptcy law.

  (3) The Plan complies with Section 1129(a)(3) because the Plan
      was proposed in good faith and not by any means forbidden
      by law.  The Plan is the result of extensive, good faith,
      arm's-length negotiations between the Debtors and certain
      of their principal constituencies, including the Creditors
      Committees and their professionals, and reflects
      substantial input from the principal constituencies having
      an interest in the Chapter 11 Cases, the Court
      acknowledged.

  (4) The Plan complies with Section 1129(a)(4) because payments
      made or to be made by the Debtors to professionals for
      services or costs and expenses incurred have been approved
      by, or are subject to the approval of, the Bankruptcy
      Court.

  (5) The Plan complies with Section 1129(a)(5) because the
      identity and affiliation of the proposed Dissolution
      Trustee, the LFG Trustee and the LES Trustee has been
      disclosed in the Plan or the applicable Trust Agreement.

  (6) Section 1129(a)(6) is satisfied as the Plan does not
      provide for any change in rates that require regulatory
      approval of any governmental agency.

  (7) The Plan complies with the requirements of Section
      1129(a)(7) because each holder of an impaired Claim or
      Interest in each impaired Class of Claims or Interests
      that has not accepted the Plan will, on account of the
      Claim or Interest, receive or retain property under the
      Plan having a value, as of the Effective Date, that is not
      less than the amount that the holder would have received
      or retained if the Debtors were liquidated under Chapter 7
      of the Bankruptcy Code on the Effective Date.

  (8) The Plan has not been accepted by all impaired Classes of
      Claims and Interests because, pursuant to Section 1126(g)
      of the Bankruptcy Code, the holders of Interests in Class
      LFG 6 (LFG Equity Interests) are deemed to have rejected
      the Plan.  Nevertheless, the Plan satisfies Section
      1129(a)(8) and the Plan is confirmable because it
      satisfies Section 1129(b)(1) with respect to non-accepting
      Class of Interests.

  (9) The Plan complies with the requirements of Section
      1129(a)(9) as it provides treatment for Administrative
      Expense Claims, Priority Tax Claims, Fee Claims and
      Priority Non-Tax Claims in Classes LES 1, LFG 1 and SD 1
      that is consistent with the Bankruptcy Code.

(10) The Plan complies with the requirements of Section
      1129(a)(10) because the Plan has been accepted by Classes
      LES 3, LES 4, LES 5, LES 6, LES 7, LES 8, LFG 3, LFG 4, SD
      3 and SD 4, which are all classes of impaired Claims that
      are entitled to vote on the Plan, determined without
      including any acceptance of the Plan by any insider.

(11) The Plan complies with the requirements of Section
      1129(a)(12) because the Plan provides that all fees
      payable pursuant to Section 1930 of the Judiciary and
      Judicial Procedures due and payable through the Effective
      Date will be paid by the Debtors on or before the
      Effective Date and amounts due thereafter will be paid by
      the applicable Trustee in the ordinary course until the
      entry of a final decree closing the applicable Chapter 11
      case.

(12) The Plan is a liquidation plan and thus, does not provide
      for the payment of retiree benefits pursuant to Section
      1129(a)(13).

(13) Section 1129(a)(14), which addresses domestic support
      obligations, does not apply to the Debtors.

(14) Section 1129(a)(15), which concerns individual debtors,
      does not apply to the Debtors.

(15) Section 1129(a)(16), which addresses non-profit
      organizations, does not apply to the Debtors.

The Court also opined that the Plan does not discriminate
unfairly and is fair and equitable with respect to Class LFG 6,
which is impaired and deemed to reject the Plan, and thus,
complies with Section 1129(b).  There is no other Class of
Interests under the Plan that is similarly situated to Class
LFG 6.

                        Voting Results

James Katchadurian, Senior Vice President at Epiq Bankruptcy
Solutions, LLC, the Debtors' voting agent, delivered to the
Court, on November 16, 2009, the results to the tabulation of
votes accepting or rejecting the Plan:

_________________________________________________________________
|           |                          |                        |
|           |       Accepting          |     Rejecting          |
|   Class   |__________________________|________________________|
|           | No. of  |    Amount      | No. of  |   Amount     |
|           | Holders |     Held       | Holders |    Held      |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| LES 3 LES |    2    |  $13,405,671   |    0    |      $0      |
| Escrow    |         |                |         |              |
| Exchange  | (100%)  |     (100%)     |   (0%)  |     (0%)     |
| Claims    |         |                |         |              |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| LES 4     |   32    |  $67,904,711   |    0    |      $0      |
| Segrega-  |         |                |         |              |
| ted       | (100%)  |                |         |              |
| Exchange  |         |     (100%)     |   (0%)  |     (0%)     |
| Principal |         |                |         |              |
| Claims    |         |                |         |              |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| LES 5     |    7    |   $9,967,799   |    0    |      $0      |
| Note      |         |                |         |              |
| Exchange  | (100%)  |      (100%)    |   (0%)  |     (0%)     |
| Collecti- |         |                |         |              |
| ble       |         |                |         |              |
| Claims    |         |                |         |              |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| LES 6 LES |   236   |  $148,675,687  |    6    |  $2,018,936  |
| General   |         |                |         |              |
| Unsecured |(97.52%) |    (98.66%)    | (2.48%) |    (1.34%)   |
| Claims    |         |                |         |              |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| LES 7 LES |   161   |      $168      |    5    |      $5      |
| Damages   |         |                |         |              |
| Claims    |(96.99%) |    (97.11%)    | (3.01%) |    (2.89%)   |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| LFG 3 LFG |   120   |  $277,400,333  |    3    |    $10,052   |
| General   |         |                |         |              |
| Unsecured |(97.11%) |    (99.996%)   |(2.439%) |    (0.004%)  |
| Claims    |         |                |         |              |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| LFG 4 LFG |    9    |  $38,545,705   |    0    |      $0      |
| Exchange  |         |                |         |              |
| Guarantee | (100%)  |     (100%)     |   (0%)  |     (0%)     |
| Claims    |         |                |         |              |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| SD 3      |    9    |    $350,277    |    0    |      $0      |
| LCS       |         |                |         |              |
|           | (100%)  |     (100%)     |   (0%)  |     (0%)     |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| SD 3      |   13    |    $140,459    |    0    |      $0      |
| LAC       |         |                |         |              |
|           | (100%)  |     (100%)     |   (0%)  |     (0%)     |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| SD 3      |    3    |     $6,517     |    1    |      $1      |
| Capital   |         |                |         |              |
| Title     |  (75%)  |      (75%)     |  (75%)  |   (0.02%)    |
| Group     |         |                |         |              |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| SD 3      |    9    |    $390,024    |    2    |    $6,244    |
| LTC       |         |                |         |              |
|           |(91.82%) |    (98.42%)    |(18.18%) |    (1.58%)   |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| SD 3      |    7    |    $143,670    |    0    |      $0      |
| STC       |         |                |         |              |
|           | (100%)  |     (100%)     |   (0%)  |     (0%)     |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| SD 3      |    2    |     $98,290    |    1    |     $731     |
| STOC      |         |                |         |              |
|           |(66.67%) |    (99.26%)    |(33.33%) |    (.74%)    |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| SD 3      |    4    |    $252,485    |    0    |      $0      |
| STSD      |         |                |         |              |
|           | (100%)  |     (100%)     |   (0%)  |     (0%)     |
|___________|_________|________________|_________|______________|

Epiq tabulated votes gathered from holders of Claims in Classes
LES 3, LES 4, LES 5, LES 6, LES 7, LFG 3, LFG 4 and SD 3 as of
the November 10, 2009 Voting Deadline.  A copy of the detailed
accounting of the aggregate tabulation is available for free at:

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

About 98% to 99% of the holders of general unsecured claims of
LFG and LES delivered "yes" votes for the Plan.  This percentage
includes LES' former 1031 exchange customers, who early on in the
Debtors' bankruptcy proceedings asserted several adversary
complaints to recoup 1031 funds they placed with LES for
safekeeping.

Section 1031 of the Internal Revenue Code permits the seller of a
property to use the proceeds of a sale to purchase like-kind
property without paying capital gains tax on the gains through a
deferred like-kind exchange and with the assistance of an
intermediary like LES.

Ron Page, a Durrette Bradshaw attorney who represents certain
1031 exchange customers, told Richmondbizsense.com that he was
surprised that most of the 1031 customers voted for the
bankruptcy plan and that "an exchange revolt that was predicted
by so many" did not happen.  "It's the right thing to do
financially, but there was a visceral side to this case.  And it
hasn't seemed to be represented in this voting," the news source
quoted Mr. Page as saying.

The tabulation results do not reflect any ballots (i) that failed
to conform to the requirements set forth in the voting
instructions and procedures contained in the Disclosure
Statement Order, (ii) for which the underlying Claim was the
subject of an objection filed with the Court on or before
October 21, 2009, or (iii) that were superseded by a subsequently
filed ballot.  A schedule of Non-Conforming Ballots is available
for free at http://bankrupt.com/misc/LandAm_NCBallots.pdf

               Confirmation Objections Overruled,
                  Debtors Amended Plan Nov. 16

Prior to the entry of the Confirmation Order, several parties-in-
interest voiced out their opposition against the LandAmerica
Chapter 11 Plan, arguing, in general, that the Plan does not
comply with the provisions of Section 1129 of the Bankruptcy
Code.  The Objectors include:

  1. The United States Trustee for the District of Virginia,

  2. The United States of America, on behalf of the Internal
     Revenue Service,

  3. Chino Spectrum Center LLC, Chino Wings, LLC, NMC Summit,
     LLC, Tower Summit Colorado, LLC, Westminster Peak L.P., and
     Westminster Summit, L.P.,

  4. Henri J. Van Hirtum, in his capacity as attorney-in-fact
     for the former shareholders of Nations Holding Group,

  5. ROHO Investments, Ltd.,

  6. TCAM Core Property Fund, LP,

  7. John Chiang, Controller of the State Of California,

  8. The Texas Department of Insurance,

  9. Kyounge Kim,

10. Frank J. Martone,

11. Louis J. De Maio,

12. Vincent E. Rhynes,

13. Rosanna Passantino,

14. CP Oxford Gardens, LLC,

15. Joseph J. Germinaro and Gabriella P. Germinaro, and

16. Nelda Wells Spears, Travis County Tax Assessor-Collector on
     behalf of Travis County, City of Austin, Austin Independent
     School District, Austin Community College, and Travis
     County Hospital District.

W. Clarkson McDow, Jr., the United States Trustee for the
Eastern District of Virginia, has been very vocal in saying that
the Plan does not comply with the provisions of Section
1129(a)(1) and failed in three ways:

(i) By releasing direct, independent causes of action and
     claims against prepetition officers or directors of the
     Debtors to the extent that prosecution of the suit, action,
     investigation or other proceeding may deplete any insurance
     policy owned or purchased by one or more of the Debtors;

(ii) By exculpating nearly all the people associated with the
      cases from any negligence they may have committed during
      the Chapter 11 cases themselves; and

(iii) By treating certain creditors in the same class differently
      depending on whether or not they vote in favor of the Plan.

The U.S. Trustee further contended that the Court should not
grant an injunction through the confirmation process that affects
third party rights to property that has not yet been determined
to be property of the estate.  The U.S. Trustee also objected to
Plan provisions that release, enjoin and exculpate various
parties, including officers, directors, employees, agents,
attorneys, and many others, as those provisions do not comply
with applicable provisions of the Bankruptcy Code.

For its part, the United States of America, on behalf of the
Internal Revenue Service, objected to Plan's imposition of an
administrative bar date with respect to potential administrative
tax claims.  The Government opposed any restriction on the
payment of administrative tax liabilities which should be paid in
the ordinary course of business.  The Government also objected to
the provision for the payment of priority tax claims to the
extent the provision fails to clearly provide for full payment of
the Priority Tax Claim in regular installments as required by
Section 1129(a)(9)(C) of the Bankruptcy Code.  In addition, IRS
related that the total claims that must be provided for in the
Plan cannot be determined yet because the bar dates with respect
to later-filed debtors like LandAmerica OneStop, Inc., have not
run.

On the other hand, Henri J. Van Hirtum, in his capacity as
attorney-in-fact for the former shareholders of Nations Holding
Group, asserted that the Court must deny confirmation of the Plan
in its current form.  Mr. Hirtum is the duly authorized and
exclusive representative of the former shareholders of Nations
Holding Group who sold their stock to Capital Title Group Inc.
pursuant to a Merger Agreement dated June 2002.  In the
alternative, Mr. Van Hirtum insisted that (i) as a condition to
the Court confirming the Plan, the Plan be amended to
specifically provide that the Plan Injunction does not enjoin the
Shareholders' Attorney-in-Fact from making any claims under an
Escrow Agreement entered into by and between Capital Title Group,
Inc. and the Shareholders in relation to the Merger Agreement, or
that (ii) any order confirming the Plan specifically provide that
the Plan Injunction does not enjoin the Shareholders' Attorney-
in-Fact from making any claims under the Escrow Agreement.

The Texas Department of Insurance said the Plan improperly
attempts to limit the Debtors' post-confirmation liability for
prepetition claims, which is prohibited by Section 1141(d)(3) of
the Bankruptcy Code.  The Department asserted that the Plan
contains a sweeping, all-encompassing permanent injunction, which
if implemented, would violate Section 1141(d)(3).

Chino Spectrum Center LLC, Chino Wings, LLC, NMC Summit, LLC,
Tower Summit Colorado, LLC, Westminster Peak L.P., and
Westminster Summit, L.P., tell the Court that they do not object
to the confirmation of the Plan, but insist that the Plan must be
clarified to explain the impact of the confirmation of the Plan
on Segregated Exchange Principal Claims.

John Chiang, Controller of the State Of California, complained
that (1) the Plan permits Intercompany Claims against Capital
Title and LandAmerica Title to be allowed without adequate
evidence of their bases, character, amount, or priority and
without due process or supervision by the Court, and (2) the Plan
is being used as a vehicle to distribute funds that non-debtor
Nations Holding Group has fraudulently transferred, or may
fraudulently transfer in the future, to Capital Title or other
Debtors.

Also, the Grunstead Family Limited Partnership asserted that the
Plan is fatally tainted by two constitutional infirmities: (i) it
violates Grunstead's constitutional due process right to be heard
through its adversary proceeding, and (ii) it represents an
unconstitutional taking of Grunstead's property.

RamQuest Software, Inc. does not consent to the release or
exculpation of certain infringing parties from acts that
constitute copyright infringement of the materials subject to the
Agreement entered into by and between LFG and RamQuest.

LUBExpress Land Company, Inc., LUBExpress Operating Company, and
Lisa L. Dobson, Michael W. Dobson, Barbara W. Dobson and
Ralph Dobson, asked the Court to direct the Debtors to clarify
the meaning of the term "Deemed Allowed" under Sections 1.195 and
10.6 of the Plan.

Upon analysis and upon hearing the arguments of several parties,
Judge Heunnekens ruled that any objection or response to the
confirmation of the Plan and any reservation of rights that have
not been withdrawn, waived or settled are overruled in their
entirety and on their merits.  All withdrawn objections and
responses are withdrawn with prejudice.

Under the Confirmation Order, Judge Heunnekens specifically
ordered that:

  (a) The injunctions set forth in the Plan are approved in all
      respects, provided that Section 14.4(a) of the Plan will
      not enjoin the Texas Department of Insurance, the
      Controller of the State of California, or Henri J. Van
      Hirtum in his capacity as Attorney-In-Fact for the Former
      Shareholders of NHG from pursuing an action or proceeding
      with respect to the property of, or a Claim against, a
      Debtor, but solely to the extent that the Court has
      entered a Final Order holding that the automatic stay does
      not apply to the action, or upon cause shown, the
      automatic stay will be lifted to allow the action to
      proceed.

  (b) The exculpation set forth under the Plan is approved in
      all respects.

  (c) Section 10.6 of the Plan is approved, provided, that, the
      Claims listed on Schedules 1.34, 1.35, 1.195 and 1.196 to
      the Plan are deemed allowed in amounts not less than as
      set forth on the Schedules, subject to Section 502(d) of
      the Bankruptcy Code.

  (d) The Grunstead Family Limited Partnership's objection is
      resolved pursuant to the terms set forth on the record at
      the Confirmation Hearing.

  (e) Each Indemnification Claim will be deemed a Disputed Claim
      until entry of an order of the Court allowing or
      disallowing the Claim after, or in connection with, the
      final adjudication or other final resolution of the Other
      Litigation against the applicable LFG/LES D&O.

  (f) A holder of an Administrative Expense Claim must file with
      the Court a proof of the Administrative Expense Claim
      within 30 days after the Effective Date.

  (g) Any Professional Person seeking allowance by the Court of
      a Fee Claim must file its respective final application for
      allowance of compensation for services rendered and
      reimbursement of expenses incurred prior to the Effective
      Date no later than 40 days after the Effective Date.

  (h) On the Effective Date the Convertible Senior Debentures
      and any other agreements, instruments, and other documents
      evidencing any Claim against, or any Interest in, a
      Debtor, will be deemed cancelled, discharged and of no
      force or effect.

  (i) The Debtors are directed to publish the Confirmation
      Notice once in the national edition of The New York Times
      and the daily editions of the Richmond Times-Dispatch, the
      San Bernardino Sun, and the Orange County Register no
      later than 20 Business Days after the Effective Date.

  (j) All executory contracts and unexpired leases not
      previously assumed or rejected to which a Debtor is a
      party will be deemed rejected as of the Plan Effective
      Date.  All claims arising from the rejection of the
      contracts and leases, to the extent not subject to an
      earlier Bar Date, must be filed with the Court within
      30 days after the date of service of the Confirmation
      Notice.  As of the Effective Date, the engagement letter
      between the Debtors and Jenner & Block LLP will be deemed
      assigned to the ARS Litigation Sub-Trust.

A full-text copy of the Confirmation Order is available for free
at http://bankrupt.com/misc/LandAm_ConfirmationOrd.pdf

                  Amended Plan Dated Nov. 16

Just before the Confirmation Hearing was commenced, the Debtors
submitted to the Court, on November 16, 2009, an Amended Joint
Chapter 11 Plan.  The Amended Plan provides for these minor
revisions:

(a) The LFG Trust Committee will now only consist of two
     members, instead of three, to be selected by the Official
     Committee of Unsecured Creditors of LandAmerica Financial
     Group, Inc. and to be identified in the LFG Trust
     Agreement or other filing with the Bankruptcy Court;

(b) The LES Trustee will file a notice with the Bankruptcy
     Court and provide 45 days notice by publication and by mail
     to parties listed under Section 11.2(a) of the Plan of the
     time by which those parties must submit a Damages Claim
     Form; and

(c) Objections to Fee Claims, if any, must be filed and served
     pursuant to the procedures set forth in the Confirmation
     Order no later than 60 days after the Effective Date or
     other date as established by the Bankruptcy Court.  The
     Plan previously provided for a 75-day notice period,
     instead of 60 days.

Clean and blacklined copies of the Nov. 16 Amended Plan are
available for free at:

   http://bankrupt.com/misc/LandAm_AmendedPlan1116.pdf
   http://bankrupt.com/misc/LandAm_BlackAmendedPlan1116.pdf

Prior to the submission of the Amended Plan, the Debtors also
filed with the Court exhibits to the Plan on November 5, 2009.
The Plan Supplements include certain documents relating to the
Plan to be executed, delivered, assumed or performed in
connection with the consummation of the Plan on the Effective
Date.  They consist of copies, lists, drafts or information on:

(1) A Description of 2008 E&O Policy,
(2) Potential Respondents to the ARS Litigation,
(3) Asset Sale Escrow Account Information,
(4) Auction Rate Securities,
(5) Commingled Exchange Principal Claims,
(6) Commingled Guarantee Claims,
(7) List of the Debtors,
(8) Escrow Exchange Agreements,
(9) Note Exchange Claims,
(10) LFG Equity Partnership Interests,
(11) Segregated Exchange Agreements,
(12) Segregated Exchange Principal Claims,
(13) Segregated Guarantee Claims,
(14) Tolling Parties,
(15) Intercompany Claims,
(16) Second Amended & Restated Articles of Incorporation of LFG,
(17) Third Amended and Restated Bylaws of LFG,
(18) Articles of Restatement of LFG,
(19) Articles of Dissolution of LFG,
(20) LandAmerica Trustees' Cooperation Agreement;
(21) LFG Liquidation Trust Agreement;
(22) LES Liquidation Trust Agreement,
(23) SD Liquidation Trust Agreement,
(24) Inter-Trust Agreement, and
(25) Form of Tolling Agreement.

Copies of the Plan Documents are available for free at

      http://bankrupt.com/misc/LandAm_PlanExs1116.pdf

The Debtors also delivered to the Court on November 11, 2009, a
schedule of contracts to be assumed under the Plan, a list of
which is available for free at:

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

In support of the Plan, the Debtors and the Official Committees
of Unsecured Creditors of LFG and LES filed their own memoranda
of law.  The Debtors maintained that due to the efforts of all
involved, the Plan embodies a consensual resolution to complex
legal and factual issues.  The Creditors Committees averred that
the Plan is a product of intense and complex negotiations among
the Debtors, the Creditors' Committees and other parties-in-
interest and satisfies all of the confirmation requirements under
Section 1129 of the Bankruptcy Code.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: OneStop in Chapter 11 to Complete Wind-Down
--------------------------------------------------------------
LandAmerica OneStop, Inc., is one of a wholly owned subsidiary of
LandAmerica Financial Group, Inc., and was part of LFG's lender
services business segment.

OneStop filed for a voluntary Chapter 11 petition on November 4,
2009, to complete the wind-down of its operations and provide for
a fair and equitable distribution of its estate to its
stakeholders.

As of the Petition Date, OneStop had approximately $18.5 million
in cash.

Before filing for bankruptcy, OneStop was comprised of five
business units: Origination Services, Flood Services, Tax
Services, Default Services and MSTD or BackInTheBlack(R).
OneStop offered the national and regional mortgage lending
community a full range of integrated residential real estate
services and the ability to manage the delivery of those services
through a centralized source.

OneStop provided mortgage originators and mortgage servicers with
a single, convenient point of contact through which they were
able to place all of their orders for real estate-related
services.

However, OneStop's business was significantly and negatively
affected by LFG's Chapter 11 proceedings; the sale of
Commonwealth Land Title Insurance Company, Lawyers Title
Insurance Corporation, United Capital Title Insurance Company,
and their respective subsidiaries; and the general deterioration
of the real estate market.

Against this backdrop, OneStop sold substantially all of the
assets of its Tax and Flood Services division to T&F Acquisition
Group, LLC, for $6 million.

Subsequently, by October 13, 2009, OneStop sold substantially all
of the assets of its Default Services, Origination Services and
MSTD divisions to UTLS DFS, LLC, OriginationsCo Acquisition LLC,
and UTLS BITB, LLC, for $2.8 million.  The LFG Creditors
Committee consented to the sale transaction.

The "sub-prime crisis" was particularly damaging to OneStop
because a substantial number of OneStop's customers were subprime
brokers or lenders.  In light of these events and continued
operating losses, OneStop decided it best to pursue a sale of its
business and pursuant to two asset purchase agreements that were
entered into in September and October 2009, OneStop sold
substantially all of its assets.

In addition, OneStop is a defendant in an action captioned Beau
Street Associates v. CTG Real Estate Information Services, Inc.,
Case No. 2009-1074, Pa. Ct. Com. Pl. (Wash. County 2009).  In the
Beau Street Case, plaintiffs Beau Street Associates, Inc. and JBP
Holdings LLC filed a complaint against OneStop and two of its
affiliates, CTG Real Estate Information Services and Capital
Title Group, Inc., seeking injunctive relief and asserting causes
of action for civil conspiracy, breach of contract and fraudulent
concealment with respect to two office leases in Washington
County, Pennsylvania.  The Beau Street Lease and the Millcraft
Lease were entered into by CTG REIS, a former subsidiary of CTG
that was dissolved in December 2007.

As of the Petition Date, the Beau Street Defendants have made a
settlement offer to the plaintiffs in the Beau Street Case.  If a
settlement can be reached in the Beau Street Case, OneStop may
seek to settle the matter pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedure as part of its Chapter 11 case.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: OneStop Files Disclosure Statement
-----------------------------------------------------
LandAmerica OneStop, Inc., delivered to the Court on November 12,
2009, its own disclosure statement for use in soliciting votes
from its creditors.  The OneStop Disclosure Statement includes
certain information and analyses, which are particular to OneStop
and otherwise incorporates the Original Disclosure Statement by
reference.  A full-text copy of the OneStop Disclosure Statement
is available for free at http://bankrupt.com/misc/OneStop_DS.pdf

OneStop relates that as the Court has already approved the
Original Disclosure Statement, its Disclosure Statement includes,
among others, new materials that relate to its background,
history and certain treatment of claims.

              Classification & Treatment of Claims

The OneStop Disclosure Statement provides for estimated claim
recoveries for each of these designated classes of claims:

                                 Est. Amount       Estimated
Class       Designation          of Claims/Int.    Recovery(%)
-----       -----------          --------------    -----------
Class SD 1  Subsidiary Priority            $0            N/A
            Non-Tax Claims

Class SD 2  Subsidiary Secured             $0            N/A
            Claims

Class SD 3  Subsidiary General       $100,184           20.1%
            Unsecured Claims

Class SD 4  Subsidiary Equity             N/A            0.0%
            Interest

The OneStop Disclosure Statement also specifies treatment of the
Classes SD 1 to 4 Claims:

Class                        Treatment
-----                        ---------
Class SD 1                   Unimpaired Status.
Subsidiary Priority          Each holder of an Allowed Priority
Non-Tax Claims               Non-Tax Claim will receive Cash
                              from the SD Trust in an amount
                              equal to the Claim.

Class SD 2                   Unimpaired Status.
Subsidiary Secured Claim     Each holder of an Allowed Secured
                              Claim will receive, at the election
                              of OneStop: (i) Cash in an amount
                              equal to the Allowed Claim; or (ii)
                              other treatment that will render
                              the Secured Claim unimpaired
                              pursuant to Section 1124 of the
                              Bankruptcy Code.

Class SD 3                   Each holder of an Allowed Class SD
Subsidiary General           3 Claim will receive the holder's
Unsecured Claims             Pro Rata Share of OneStop's SD
                              Net Proceeds, until the holder's
                              Allowed Subsidiary General
                              Unsecured Claim is satisfied in
                              full.

Class SD 4                   The Interests in OneStop will be
Subsidiary Equity            cancelled, and each holder of
Interests                    Allowed Class SD 4 Interests will
                              receive the holder's Pro Rata
                              Share of OneStop's SD Net Proceeds,
                              if any, after the satisfaction of
                              all applicable Allowed SD General
                              Unsecured Claims.

                    OneStop Liquidation Analysis

OneStop also prepared a Liquidation Analysis, which assumes that
OneStop's case would convert to a case under Chapter 7 of the
Bankruptcy Code as of November 30, 2009, and be concluded six
months thereafter.

As a Chapter 7 liquidation is more likely to resemble a forced
sale, it is assumed the amount of sale proceeds in a Chapter 7
liquidation would result in a 10% discount as compared to the
Plan.

OneStop notes that there is no circumstance where any creditor's
recovery under a Chapter 7 liquidation, as projected pursuant to
the assumptions underlying the OneStop Liquidation Analysis,
exceeds the creditor's recovery under the Chapter 11 Plan and
therefore, the Plan meets the Best Interest Test.

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

                            Plan Schedule

By this motion, LandAmerica OneStop, Inc., asks the Court to
approve the Disclosure Statement it filed as containing "adequate
information" within the meaning of Section 1125 of the Bankruptcy
Code to be used for the solicitation of votes on the Chapter 11
Plan proposed by the Debtors from holders of claims against
OneStop.

OneStop also asks the Court to:

  (a) fix a voting record date for purposes of determining which
      holders of Claims against OneStop are entitled to vote on
      the Plan;

  (b) approve solicitation materials and procedures for
      distribution of the OneStop Disclosure Statement and the
      Plan to OneStop Creditors;

  (c) establish procedures for voting on the Plan;

  (d) schedule a hearing on confirmation of the Plan as to
      OneStop; and

  (e) establish objection and notice procedures in respect of
      confirmation of the Plan.

OneStop propose these dates with respect to the solicitation of
votes from OneStop creditors:

   December 17, 2009  - Voting Record Date

   December 28, 2009  - Commencement of Solicitation

   January 8, 2010    - Last Day for Debtor to Object to
                        Claim for Voting Purposes

   January 19, 2010   - Last Day to File a Claimant
                        Voting Motion

   January 29, 2010   - OneStop Voting Deadline

   January 29, 2010   - OneStop Confirmation Objection Deadline

   February 9, 2010   - OneStop Confirmation Hearing

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Crown Bank Has Go Signal to Pursue Suit
--------------------------------------------------------
Sandy J. Masselli, Jr., executed and delivered a Balloon Note
totaling $2,500,000 to Crown Bank formerly known as Crown Bank
FSB to purchase certain residential real property commonly known
as 17 Sailors Way, Middletown, in New Jersey.  Mr. Masselli and
his wife, Charlene Masselli, executed and delivered to Crown a
purchase money Mortgage totaling $2,500,000 on the Property.  The
Massellis defaulted under the terms of the Note and Mortgage.

Crown instituted a mortgage foreclosure action against the
Massellis in the Superior Court of New Jersey, Chancery Division,
General Equity Part, Monmouth County captioned Crown Bank, FSB v.
Sandy J. Masselli, et al., Docket No. F-37205-08.

A review of the title search obtained in connection with the New
Jersey Foreclosure Action revealed that Shearson Lehman Brothers,
Inc., holds a judgment against Mr. Masselli totaling $338,487.72,
which judgment was entered on February 18, 1994, as Judgment No.
MD-000083-1994.

Crown named Shearson Lehman Brothers, Inc. as a defendant in the
New Jersey Foreclosure Action to foreclose its interest, if any,
in the Property.  It has come to Crown's attention that Lehman
Brothers Inc. is successor in interest to Shearson Lehman
Brothers, Inc.

Crown requires relief from the automatic stay pursuant to Section
362 of the Bankruptcy Code to proceed with the New Jersey
Foreclosure Action.

Accordingly, the parties entered into a Court-approved
stipulation wherein they have agreed to modify the automatic stay
only to the extent to permit Crown to proceed with the New Jersey
Foreclosure Action, including but not limited to service of the
Complaint filed in the New Jersey Foreclosure Action, and
proceeding to obtain Final Judgment of Foreclosure and conducting
a Sheriff's Sale of the Property.

                       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: HK Liquidators Bring US$11.7 Bil. Claim
--------------------------------------------------------
KPMG's Paul Brough, Edward Middleton and Patrick Cowley, the
Liquidators of the eight Hong Kong Lehman entities, have filed
268 claims due to Lehman Brothers Holdings Inc, (LBHI) the
Group's ultimate parent company and 19 US debtors, in respect of
amounts owed to the Hong Kong entities.

This includes "catch all" claims against LBHI and the 19 US
Debtors, in order to be able to pursue claims where the quantum
is uncertain and/or any case where LBHI and the 19 US debtors may
have provided further guarantees, and/or in the event of new
evidence supporting a claim that the Liquidators were not
previously aware of.

The claims have been filed in accordance with an agreed bar date
of November 2, 2009, which was approved by the US bankruptcy
Court on August 25, 2009.

Of these claims some have not been quantified to date, including
but not limited to derivatives trades and damage related claims.
For claims that are quantifiable, the amount totals
US$11.7 billion and mainly includes failed trade and inter-company
non-trading claims.

The Liquidators will continue to adjust the quantum of claims as
inter-company reconciliations work advances and other
investigations are completed.

                       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: LBI Trustee Has Pact With Large Cap Fund
---------------------------------------------------------
The trustee for the liquidation of Lehman Brothers Inc. and Fifth
Third Structured Large Cap Plus Fund filed a stipulation of
undisputed facts.

As of September 19, 2008, the Fund held approximately 88 short
positions with LBI.  The then-current market value of those Short
Positions was $39,893,123.

On March 12, 2009, the Fund and the Trustee entered into a
Limited Settlement Agreement, whereby the Parties escrowed the
difference between the value of the securities on September 19,
2008 and the value of the securities on March 11, 2009.

Pursuant to the Limited Settlement Agreement:

  (a) the Fund had posted collateral valued at $72,788,163 as of
      March 11, 2009, in the Special Custody Account;

  (b) the Short Positions as of March 11, 2009, had a value of
      $21,714,021;

  (c) the Trustee believed that the Short Positions should be
      closed-out at prices reflecting the value of the Short
      Positions on September 19, 2008, while the Fund believed
      that the Short Positions should be closed-out at market
      prices as of March 11, 2009;

  (d) as of March 11, 2009, the difference between the
      respective market values at which the Parties believed the
      Short Positions should be closed out was $18,179,102;

  (e) the Parties agreed to provide joint instructions to State
      Street Bank and Trust Company to transfer cash equivalent
      to the market value of the Short Positions as of March 11,
      2009, $21,714,021, from the Special Custody Account to the
      SIPC Trustee;

  (f) the Parties further agreed to provide joint instructions
      to State Street Bank to transfer cash equivalent to the
      Disputed Amount, $18,179,102, from the Special Custody
      Account to an escrow account; and

  (g) the Parties agreed that, upon the payments of $21,714,021
      and $18,179,102, the Parties would provide joint
      instructions to State Street Bank to release all remaining
      assets in the Special Custody Account to the Fund.

By Notice dated June 23, 2009, the Trustee informed the Fund of
his determination that the claim was (1) allowed and satisfied as
to the value of the cash and securities reflected in the Fund's
account as of September 19, 2008, the calculation of which
reflected the close out of the short positions as of
September 19, 2008; and (2) denied as to the Disputed Amount.

On July 21, 2009, the Fund filed an objection to the Trustee's
determination of claim and demanded delivery to the Fund of the
Disputed Amount.

                Court Enters Briefing Schedule

The Court sets this briefing schedule for the Trustee's Motion to
Uphold Determination of Claim:

  December 1, 2009: The Trustee will file his Motion to Uphold
                    Determination of Claim with respect to the
                    Fund and the Securities Investor Protection
                    Corporation will file its Memorandum in
                    Support of the Motion;

  January 6, 2010:  The Fund will file its Response in Objection
                    to the Motion and SIPC's support;

  January 20, 2010: The Trustee and SIPC will each file a Reply
                    in Further Support of the Motion.

                       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: Metavante Brings Swap Dispute to District Court
----------------------------------------------------------------
Metavante Corporation filed a statement in the U.S. District
Court for the Southern District of New York, raising a number of
issues in connection with the appeal it brought earlier to the
District Court.

In their statement, Metavante asked the District Court to
determine whether or not the U.S. Bankruptcy Court for the
Southern District of New York erred in treating the interest rate
swap agreement between the company and Lehman Brothers Special
Financing Inc.; to determine whether or not the Bankruptcy Court
erred when it directed Metavante to fulfill its obligations under
the agreement, among other things.

Metavante made the appeal after the Bankruptcy Court, which
handles the Chapter 11 cases of LBSF and its affiliated debtors,
denied the company's motion to amend its September 17 ruling
which directed the company to honor the swap agreement.

The Bankruptcy Court issued the September 17 order after
Metavante allegedly refused to make payments to LBSF although
LBSF has not yet assumed or rejected their swap agreement.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed 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: Told It Can Tap $15M Excess D&O Policy
-------------------------------------------------------
With expenses in ongoing litigation against the investment
company's directors and officers approaching the $20 million mark,
a judge has allowed Lehman Brothers Holdings Inc. to tap excess
liability insurance coverage from the Chubb Group of Insurance
Cos. to pay for the mounting legal bills, according to Law360.

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)


LEXINGTON PRECISION: U.S. Trustee Amends 7-Member Creditors Panel
-----------------------------------------------------------------
Diana G. Adams, U.S. Trustee for Region 2, amended the members of
the official committee of unsecured creditors in the Chapter 11
cases of Lexington Precision Corp. and Lexington Rubber Group Inc.

The Amended Unsecured Creditors Committee consists of:

1. Wilmington Trust Company
   Attn: James J. McGinley
   1100 North Market Street
   Wilmington, DE 19890
   Tel: (212) 415-0522

2. Jefferies High Yield Trading
   Attn: Robert J. Welch
   The Metro Center
   One Station Place, Three North
   Stamford, CT 06902
   Tel: (203) 708-5800

3. Wilfrid Aubrey, LLC
   Attn: Nicholas Walsh
   100 William Street, Suite 1850
   New York, NY 10038
   Tel: (212) 675-4906

4. Valhalla Capital Partners, LLC
   Attn: Ramond P. Mercherle
   2527 Nelson Miller Pkwy., Suite 207
   Louisville, KY 40223
   Tel: (502) 301-8400 ext. 14

5. Momentive Performance Materials, Inc.
   Attn: Janelle Wendorf
   c/o Janette Wendorf
   260 Hudson River Road
   Waterford, NY 12188
   Tel: (518) 233-5608

6. Environmental Products & Services of Vermont, Inc.
   Attn: Michael J. Lawler
   532 State Fair Blvd.
   Syracuse, NY 13204
   Tel: (315) 451-6666 ext. 213

7. Sandler Capital Management
   Attn: Douglas E. Schimmel
   711 5th Ave
   New York, NY 10122
   Tel: (212) 754-8100

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                    About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- and its wholly-owned
subsidiary Lexington Rubber Group, Inc. conduct their operations
through two operating groups, the Rubber Group and the Metals
Group.  The business of the Rubber Group is conducted by LRGI
while the business of the Metals Group is conducted by LPC.

The Rubber Group is a manufacturer of tight-tolerance, molder
rubber componets that are sold to customers who supply the
automotive aftermarket, to customers who supply the automotive
original-equipment manufacturers ("OEMs"), and to manufacturers of
medical devices.  The Metals Group manufactures a variety of high-
volume components that are machined from aluminum, brass, steel,
and stainless steel bars and blanks.  The components produced by
the Metals Group include airbag inflator components, solenoids for
transmissions, fluid handling couplings, hydraulic valve blocks,
power steering components, and wiper-system components, primarily
for use by the automotive OEMs.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  Before this third amended plan, it was
amended twice, on August 8, 2008, and then on December 17, 2008.


LIFE SCIENCES: Consummates Going Private Transaction with Lion
--------------------------------------------------------------
Life Sciences Research, Inc., said, at a special meeting of its
stockholders held Monday, its stockholders voted to approve the
merger of Lion Merger Corp. with and into LSR pursuant to the
Agreement and Plan of Merger, dated as of July 8, 2009, among LSR,
Lion Holdings, Inc., and Lion Merger Corp., as amended by
Amendment No. 1 to Agreement and Plan of Merger, dated as of
October 20, 2009, among LSR, Lion Holdings, Inc., and Lion Merger
Corp.

The Merger became effective on November 24, 2009, upon the
acceptance for record by the State Department of Assessments and
Taxation of Maryland of the Articles of Merger.  At the effective
time of the Merger, the separate corporate existence of Merger Sub
ceased, and the Company continued as the surviving corporation of
the Merger and became a wholly owned subsidiary of Parent.  At the
Effective Time, (a) each share of the voting common stock, $0.01
par value per share, of the Company (other than shares owned by
Parent, Merger Sub or any other direct or indirect wholly owned
subsidiary of Parent and the Company, and in each case not held on
behalf of third parties) was converted into the right to receive
$8.50 per share in cash, without interest, less any applicable
withholding taxes, (b) each option to purchase shares of Common
Stock outstanding under the Company's 2001 Equity Incentive Plan
and 2004 Long Term Incentive Plan became fully exercisable and
vested, was cancelled and was converted into the right to receive
a cash amount (without interest and net of any applicable
withholding taxes) equal to (i) the excess, if any, of $8.50 over
the per share exercise price of the option, multiplied by (ii) the
total number of shares subject to the option immediately prior to
the Effective Time, (c) each outstanding share of restricted stock
granted under the Stock Plans became fully vested, was cancelled
and was converted into the right to receive $8.50 in cash, without
interest, less any applicable withholding taxes, and (d) each
outstanding warrant to purchase shares of Common Stock was
cancelled and converted into the right to receive a cash amount
(without interest and net of any applicable withholding taxes)
equal to (i) the excess, if any, of $8.50 over the per share
exercise price under such warrant, multiplied by (ii) the total
number of shares subject to such warrant immediately prior to the
Effective Time.

As a result of the Merger, the Common Stock will cease to trade on
NYSE Arca effective as of the close of business on November 24,
2009, and became eligible for delisting from such market and
termination of registration under the Securities Exchange Act of
1934, as amended.  Accordingly, the Company will file a
Certification and Notice of Termination of Registration on Form 15
with the SEC to deregister its Common Stock under the Exchange
Act.

Also on November 24, the Company filed Post-Effective Amendment
No. 1 relating to the Registration Statement on Form S-8 (File No.
333-139199) the Company filed with the Securities and Exchange
Commission on December 8, 2006, with respect to a total of 933,226
shares of the Company's voting common stock, par value $0.01 per
share, issued or reserved for issuance to employees, directors and
independent contractors of the Company pursuant to the Life
Sciences Research, Inc. 2001 Equity Incentive Plan.  The Post-
Effective Amendment No. 1 was filed to remove from registration
all securities that were registered but that remain unsold under
the Registration Statement.

The Company also filed Post-Effective Amendment No. 1 relating to
the Registration Statement on Form S-8 (File No. 333-110925) filed
on December 4, 2003 with respect to a total of 2,200,000 shares of
the Company's voting common stock, par value $0.01 per share,
reserved for issuance to employees, directors and independent
contractors of the Company pursuant to the Life Sciences Research,
Inc. 2001 Equity Incentive Plan.  The Post-Effective Amendment No.
1 was filed to remove from registration all securities that were
registered but that remain unsold under the Registration
Statement.

                   About Life Sciences Research

Based in East Millstone, New Jersey, Life Sciences Research, Inc.
(NYSE Arca: LSR) is a global contract research organization
providing product development services to the pharmaceutical,
agrochemical and biotechnology industries.  LSR operates research
facilities in the United States (the Princeton Research Center,
New Jersey) and the United Kingdom (Huntingdon and Eye, England).


MAJESTIC STAR: Receives Approval of First Day Motions
-----------------------------------------------------
The Majestic Star Casino, LLC, said November 25 it has made
significant progress in its Chapter 11 restructuring, including
receiving Court approval to continue to pay employees'
compensation and benefits without interruption and to utilize its
cash to meet its ongoing obligations during the Chapter 11
process.  The Court also authorized the Company to continue its
various customer reward programs and promotional events without
any change.

"We accomplished a great deal in the first few days of our Chapter
11 restructuring," said Don H. Barden, the Company's Chairman,
President and Chief Executive Officer.  "We are pleased with the
Court's prompt approval of our first day motions, which, taken
together, will enable the company to continue to operate without
interruption and meet our ongoing obligations. Moreover, these
accomplishments will allow us to remain focused on providing the
same superior gaming experience and level of hospitality to our
customers that we always have. Customers can be assured there will
be no impact on their earned rewards or changes to our planned
promotions and other events."

"We are extremely grateful for the support we've received in the
past few days from our customers, our suppliers and especially our
employees," said Mr. Barden.  "We have received a positive and
understanding response to our decision to restructure under
Chapter 11, and it is clear that there are a lot of people who are
willing to do what it takes to make sure we come through this
process a stronger company with a healthier balance sheet."

                 About The Majestic Star Casino

The Majestic Star Casino, LLC -- http://www.majesticstar.com/--
is a multi-jurisdictional gaming company that directly owns and
operates two adjacent dockside gaming facilities and hotels
located in Gary, Indiana (Majestic Star and Majestic Star II); a
Fitzgeralds brand casino and hotel located in Tunica, Mississippi
(Fitzgeralds Casino Hotel-Tunica); and a Fitzgeralds brand casino
located in Black Hawk, Colorado (Fitzgeralds Casino-Black Hawk).

The Majestic Star Casino, LLC, together with seven affiliates,
filed for Chapter 11 on November 23, 2009 (Bankr. D. Del. Case No.
09-14136).  Judge Kevin Gross presides over the case.  Attorneys
at Pachulski Stang Ziehl & Jones LLP serve as Delaware counsel to
the Debtors.  Attorneys at Kirkland & Ellis LLP serve as
bankruptcy counsel.  XRoads Solutions Group, LLC is financial
advisor.  EPIQ bankruptcy Solutions LLC serves as claims and
notice agent.

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.


MAJESTIC STAR: Moody's Withdraws HoldCo's "D" PDR
-------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Majestic
HoldCo, LLC, because the issuer has filed for bankruptcy.

These ratings were withdrawn:

Majestic HoldCo, LLC:

  -- Probability of Default Rating of D
  -- Corporate Family Rating of Ca
  -- $64 million Discount Notes due 2011 of C (LGD 6, 94%)
  -- Speculative Grade Liquidity rating of SGL-4

The Majestic Star Casino, LLC:

  -- $300 million 9.5% senior secured notes due 2010 of Caa3 (LGD
     3, 34%)

  -- $200 million 9.75% senior unsecured notes due 2011 of C (LGD
     5, 79%)

Moody's previous rating action related to Majestic occurred on
November 16, 2009 when the company's Probability of Default Rating
was lowered to D.

The Majestic Star Casino, LLC, directly and indirectly owns and
operates riverboat casinos in Gary, Indiana; Tunica, Mississippi;
and Black Hawk, Colorado.  Majestic HoldCo, LLC owns 100% of The
Majestic Star Casino, LLC.


MAJESTIC STAR: Updated Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
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' 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

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Lehman Brothers,            Senior Notes           $46,329,000
Inc. Reorg                  Due 1/2011
70 Hudson
Jersey City, NJ 07302

Goldman Sachs & Co          Discount Notes         $38,450,000
30 Hudson Street, Proxy     Due 10/2011
Department
Jersey City, NJ 07302

The Bank of New York        Senior Notes           $34,113,000
Mellon                      Due 1/2011
525 William Penn Place
Pittsburgh, PA 15259

SSB&T/Client Custody        Senior Notes           $27,310,000
Services                    Due 1/2011
1776 Heritage Drive
North Quincy, MA 02171

Goldman Sachs Bank USA      Senior Notes           $25,119,000
One New York Plaza          Due 1/2011
45th Floor
New York, NY 10004

Pershing, LLC Securities    Senior Notes           $23,392,000
Corporation                 Due 1/2011
1 Pershing Plaza
Jersey City, NJ 07399

SSB&T/Client Custody        Discount Notes         $17,895,000
Services                    Due 10/2011
1776 Heritage Drive
North Quincy, MA 02171

J.P. Morgan Clearing Corp.  Senior Notes           $16,740,000
One Metrotech Center North  Due 1/2011
4th Floor
Brooklyn, NY 11201

Banc of America Securities, Senior Notes           $12,089,000
LLC                         Due 1/2011
100 W 33rd Street
3rd Floor
New York, NY 10001

City of Gary, Indiana       City Incentive/        $7,449,897
City of Gary Finance        Development
Department
401 Broadway, Suite 100
Gary, IN 46402

Wells Fargo Bank, NA        Senior Notes           $5,000,000
733 Marquette Avenue        Due 1/2011
5th Floor
Minneapolis, MN 55479

The Bank of New York        Discount Notes         $3,550,000
Mellon                      Due 10/2011
525 William Penn Place
Pittsburgh, PA 15259

Ridge Clearing &            Discount Notes         $3,550,000
Outsourcing Solutions       Due 10/2011
55 Water St., 32nd Floor
New York, NY 10041

Deutsche Bank Securities    Senior Notes           $1,600,000
Inc.                        Due 1/2011
1251 Avenue of The Americas
New York, NY 10020

Stifel, Nicolaus & Company  Senior Notes           $1,300,000
Inc.                        Due 1/2011
Stock Record Dept
501 N. Broadway
7th Floor
St. Louis, MO 63102

Citibank, N.A.              Senior Notes           $1,170,000
3800 Citibank Center,       Due 1/2011
B3-12
Tampa, FL 33610

First Clearing, LLC         Senior Notes           $1,211,000
One North Jefferson St.     Due 1/2011
St. Louis, MO 63103

Citigroup Global Markets    Senior Notes           $884,000
Inc.                        Due 1/2011
111 Wall Street
New York, NY 10005

Bank of America/Lasalle     Senior Notes           $600,000
Bank NA, DTC                Due 1/2011
135 South Lasalle Street
Suite 1860
Chicago, IL 60603

National Financial          Senior Notes           $574,000
Services LLC                Due 1/2011
200 Liberty Street
New York, NY 10281

The petition was signed by Jon S. Bennett, senior vice president,


MEDICAL CONNECTIONS: Reports $1.9-Mil. Net Loss for Q3 2009
-----------------------------------------------------------
Medical Connections Holdings, Inc., reported a net loss of
$1,924,987 for the three months ended September 30, 2009, from a
net loss of $2,006,885 for the same period a year ago.  The
Company posted a net loss of $5,141,818 for the nine months ended
September 30, 2009, from a net loss of $5,611,189 for the same
period a year ago.

Revenue for the three months ended September 30, 2009, was
$1,552,899 from $1,855,671 for the same period a year ago.
Revenue for the nine months ended September 30, 2009, was
$4,637,862 for the same period a year ago.

At September 30, 2009, the Company had total assets of $2,233,034
against total liabilities of $270,422.  At September 30, 2009, the
Company had accumulated deficit of $30,974,170.

The Company noted it has sustained operating losses and its
revenue stream is not sufficient to fund expenses at this time.
The Company has issued stock to continue to fund operations.  The
Company's continued existence is dependent upon its ability to
generate sufficient cash flows from equity financing and product
revenues.  These items raise substantial doubt about the Company's
ability to continue as a going concern, the Company said.  In view
of these matters, realization of the Company's assets is dependent
upon the Company's ability to meet its financial requirements and
the success of future operations, the Company added.

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?4a57

                   Amendment to Employment Deals

On November 12, 2009, the Company entered into amended and
restated employment agreements with Joseph Azzata, its Chief
Executive Officer, and Anthony Nicolosi, its President.  The
Company also entered into a new employment agreement with Brian
Neill, its Chief Financial Officer.

Mr. Azzata and Mr. Nicolosi's restated employment agreements were
amended to (i) extend the terms of their employment agreements
from two years to three years , (ii) increase their base
compensation from $300,000 to $350,000 per year, (iii) provide for
an annual stock award of at least 1 million shares of the
Company's common stock, (iv) amend the change of control
provisions to provide that if Mr. Azzata or Mr. Nicolosi is
terminated for any reason other than for cause, death or
disability, each will receive one year's salary or the balance of
payments due under his employment agreement, whichever is greater
and (iv) made certain other changes so the employment agreements
conform with Section 409 of the Internal Revenue Code.

On November 12, 2009, the Board approved the grant of bonus
payments to Mr. Azzata and Mr. Nicolosi for exceptional services
rendered in the first nine months of 2009 and to ensure continuity
of management at the Company during its new growth initiatives.
These services rendered by Mr. Azzata and Mr. Nicolosi included,
but are not limited to identifying several acquisition
opportunities for the Company and identifying cost cutting
measures.  The Board authorized the Company to make these bonus
payments by issuing 230,000 shares of the Company's Series C
Preferred Stock to each of Mr. Azzata and Mr. Nicolosi.

In a Schedule 13D filing last week, Mr. Azzata disclosed 3,289,500
shares of the Company's common stock; 500,000 shares of the
Company's Series B preferred stock; and 230,000 shares of the
Company's Series C preferred stock.  Mr. Azzata said he has 29.48%
of the Company's voting securities.

A full-text copy of Mr. Azzata's Schedule 13D filing is available
at no charge at http://ResearchArchives.com/t/s?4a58

In a Schedule 13D filing last week, Mr. Nicolosi disclosed
3,289,500 shares of the Company's common stock; 500,000 shares of
the Company's Series B preferred stock; and 230,000 shares of the
Company's Series C preferred stock.  Mr. Nicolosi said he has
29.48% of the Company's voting securities.

A full-text copy of Mr. Nicolosi's Schedule 13D filing is
available at no charge at http://ResearchArchives.com/t/s?4a59

On November 12, 2009, the Company entered into an employment
agreement with Brian Neill to serve as its Chief Financial
Officer. Mr. Neill's employment agreement is for a term of three
years and his annual salary is $250,000. Mr. Neill is eligible to
receive an annual stock award of at least 1 million shares of the
Company's common stock each year and is entitled to participate in
any bonus plan, incentive compensation program, incentive stock
option plan or other benefits which are available to other similar
situated executives of the Company. Mr. Neill is also entitled to
receive an annual discretionary bonus equal to 33% of his base
salary, at the discretion of the Company's Board of Directors. His
employment agreement contains customary confidentiality and non-
competition clauses. His employment agreement is for a term of
three years, unless otherwise terminated as specified therein. If
the Company terminates the employment of Mr. Neill for any reason
other than for cause, death or disability, Mr. Neill will receive
one year's salary or the balance of payments due under his
employment agreement, whichever is greater.

                  Series C Preferred Stock Class

On November 12, 2009, the Company filed an amendment to its
Articles of Incorporation to create a class of Series C Preferred
Stock with 460,000 authorized shares and issued 230,000 shares of
Series C Preferred Stock to each of Mr. Azzata and Mr. Nicolosi.
Each share of Series C Preferred Stock has 100 votes per share and
will vote together with holders of the Company's common stock and
Series B Preferred Stock as a single class on all matters
presented to the Company's shareholders at an annual or special
meeting (or pursuant to written consent), except with respect to
the matters relating to the election of directors.  The holders of
a majority of shares of the Company's Series C Preferred Stock
will have the right to appoint a majority of the directors serving
on the Company's Board.  The Series C Preferred Stock does not
have any dividend or liquidation preferences.  As a result of the
issuance of the Series C Preferred Stock, the voting ownership of
Mr. Azzata and Mr. Nicolosi's in the Company has increased from
27.56% in the aggregate to 58.95%.  The Board authorized this
issuance as a bonus for exceptional services provided by Mr.
Azzata and Mr. Nicolosi in the past year.  Additionally, the Board
authorized the issuance because it deemed it in the best interest
of the Company for Mr. Azzata and Mr. Nicolosi to retain
management control so the Company could implement its acquisition
strategy.  It may be necessary for the Company to issue or sell
additional securities of the Company in implementing its
acquisition strategy which could result in dilution and a possible
change in control of the Company.  With the issuance of shares of
the Series C Preferred Stock, Mr. Azzata and Mr. Nicolosi will be
able to focus on the Company's long term strategy.

                About Medical Connections Holdings

Based in Boca Raton, Florida, Medical Connections Holdings, Inc.,
is an employment and executive search firm that provides
recruiting services to its clients within the healthcare and
medical industries.  The Company was formed in Florida for the
purpose of specializing in the recruitment and placement of
healthcare professionals in a variety of employment settings.
Medical Connections Holdings, Inc., is the parent company of
Medical Connections, Inc., and trades on the NASDAQ OTC B/B as a
fully reporting company under the ticker symbol MCTH.


MERITAGE HOMES: S&P Affirms Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Meritage Homes Corp. and revised its outlook to
stable from negative on expectations that the company will return
to modest profitability in the coming year.  In addition, S&P
revised the recovery rating on the company's $479 million senior
unsecured notes to '3' from '4' due to improved recovery prospects
following the company's voluntary termination of its $150 million
senior unsecured credit facility.  S&P's '6' recovery rating on
Meritage's $125 million of subordinated debt remains unchanged.

"S&P's ratings on Meritage Homes Corp. reflect the company's
improved, yet still weak, operating performance and its continued
expectation for competitive conditions within its key markets,"
said Standard & Poor's credit analyst Eugene Nusinzon.  "At the
same time, S&P acknowledge the company's adequate cash position
relative to its expected operating needs, weak but positive
coverage of interest, and lack of debt maturities until 2014."

S&P revised its outlook on Meritage to stable because operating
conditions appear to be firming and S&P believes the company is
poised to return to modest profitability in the coming year.  S&P
would lower its ratings if the recently improved performance were
to reverse course or if the company's liquidity position were to
erode such that cash balances were insufficient to cover expected
capital needs for the next one to two years.  Improvement in the
ratings would be contingent upon an improvement in profitability
that leads to stronger debt coverage measures, while the company
maintains sufficient liquidity.


MERRIMAN CURHAN FORD: Receives NASDAQ Noncompliance Notice
----------------------------------------------------------
San Francisco-based Merriman Curhan Ford Group, Inc., has been
notified by the NASDAQ Stock Market that the company is not
currently in compliance with NASDAQ listing rules.  NASDAQ has
requested that the company submit a plan by December 4, 2009, to
regain compliance.

The company raised $10.2 million in its oversubscribed Series D
Preferred Stock strategic transaction which resulted in an
increase in total assets from $13.6 million at June 30, 2009 to
$19.1 million at September 30, 2009.  A full ratchet antidilution
provision contained in the warrants issued in this transaction
resulted in the company reporting a non-cash warrant liability of
approximately $26 million, in accordance with Generally Accepted
Accounting Principles (GAAP).  As a result, the company reported a
stockholders' deficit (negative stockholders' equity) in its Form
10-Q for the quarter ended September 30, 2009.  The company no
longer satisfies the requirements of NASDAQ Listing Rule 5550(b).
(For additional information, please see the Current Report on Form
8-K filed with the Securities and Exchange Commission today.)

If the full ratchet provision were removed from the warrants,
subject to the consent of the warrant holders, the warrants would
be accounted for as equity without an allocation to warrant
liability.  Merriman Curhan Ford Group, Inc. has already had
positive discussions with a number of the large holders of Series
D Preferred Stock and the associated warrants.  These discussions
involve modifying the warrants to eliminate the full ratchet
provision.  If the warrant holders agree to such modification, the
company believes that it will be able to successfully return to a
positive stockholders' equity balance sufficient to comply with
NASDAQ listing requirements.  The company believes that it will be
successful in this effort.

                    About Merriman Curhan Ford

Merriman Curhan Ford (Nasdaq: MERR) -- http://www.mcfco.com/-- is
a financial services firm focused on fast-growing companies and
the institutions that invest in them.  The company offers high-
quality investment banking, equity research, institutional
services and corporate & venture services, and specializes in five
growth industry sectors: CleanTech, Consumer, Media & Internet,
Health Care, Natural Resources and Technology.


MESABA AVIATION: In Forma Pauperis Requests Not Secret in 8th Cir.
------------------------------------------------------------------
WestLaw reports that a Minnesota bankruptcy court properly denied
a claimant's request to seal her application for in forma pauperis
status, the Eighth Circuit's Bankruptcy Appellate Panel has ruled.
When the financial information was viewed in light of its role in
the court records, the information contained in the IFP
application was neither scandalous nor defamatory, the BAP
concluded.  The only imaginable harm to the claimant from public
access to the information was damage to her reputation, and injury
or potential injury to reputation would not suffice to deny public
access to the document.  --- B.R.----, 2009 WL 3806165, slip op.
http://www.ca8.uscourts.gov/opndir/09/11/086038P.pdf(8th Cir.
BAP).

A claimant, whose proof of claim had been disallowed in its
entirety and whose appeal of certain fee orders concerning Chapter
11 debtor's professionals had been dismissed, objected to the
proposed closing of Mesaba's chapter 11 case, arguing that the
bankruptcy court should retain jurisdiction pending resolution of
her appeals to the Eighth Circuit.  The United States Bankruptcy
Court for the District of Minnesota, Gregory F. Kishel, J.,
overruled the claimant's objection to the case closing and
subsequently denied her motion for reconsideration, her
application to proceed in forma pauperis, and her request to seal
her IFP application.  Proceeding pro se, the claimant appealed and
requested, inter alia, appointment of counsel.  Affirming the
Bankruptcy Court's rulings, the Bankruptcy Appellate Panel,
Schermer, J., held that: (1) the claimant lacked standing to
challenge the closing of debtor's bankruptcy case; (2) the
bankruptcy court acted within its discretion in denying claimant's
request for reconsideration of the case closing orders; (3)
because the BAP waived the claimant's filing fee, her appeal of
the bankruptcy court's denial of her request for IFP status was
moot; (4) the claimant's appeal of the bankruptcy court's denial
of her request to seal her IFP application was moot; (5)
alternatively, the bankruptcy court properly denied the claimant's
request to seal her IFP application because the information
contained therein was not scandalous or defamatory; and (6) the
claimant did not have a right to appointed counsel.

Based in Eagan, Minnesota, Mesaba Aviation Inc., dba Mesaba
Airlines -- http://www.mesaba.com/-- operates as a Northwest
Airlink affiliate under code-sharing agreements with Northwest
Airlines.  The company filed for chapter 11 protection on
Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represented the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represented the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  The U.S. Bankruptcy
Court for the District of Minnesota confirmed Mesaba's Modified
Plan of Reorganization on April 9, 2007.  Mesaba exited bankruptcy
on April 24, 2007, and was later acquired by Northwest Airlines
from MAIR Holdings Inc.


METRO-GOLDWYN-MAYER: Tests Market; Inks Confidentiality Deals
-------------------------------------------------------------
Reuters' Michael Erman says Metro-Goldwyn-Mayer has sent out
confidentiality agreements to 20 parties, as the studio test the
market for a possible sale.

"But bankers don't think there will be more than a handful of
interested parties who actually put in bids.  The most serious
bidders for the studio -- which dates back to the 1920's and owns
the James Bond franchise -- would likely be media companies that
already operate studios and want to acquire MGM's rich content
library, like Time Warner, which owns the Warner Bros studio,
Lions Gate or News Corp, which owns the 20th Century Fox studio,"
Mr. Erman says.

According to Mr. Erman, the value of MGM's movie library --
thought by many to be its crown jewel -- is up in the air.  With
movies on demand and digital downloading taking a bite out of DVD
sales, it will be interesting to see how much MGM can pull in for
that asset, he says.

As reported by the Troubled Company Reporter on September 30,
2009, The New York Post, citing multiple sources, said discussions
between debtholders and equity owners on a restructuring of Metro-
Goldwyn-Mayer's massive debt load have begun on a contentious
note, with both sides threatening to force MGM into bankruptcy in
order to gain leverage and extract better terms from the other.

According to The Post, a half-dozen sources described the calls,
led by Zolfo Cooper restructuring specialist Stephen Cooper, as
openly antagonistic, with some debtholders like Leon Black's
Apollo Management and Stark Capital Partners threatening to push
MGM into involuntary bankruptcy if their terms weren't met.

Until MGM defaults on one of its loans or funding obligations,
however, the debtholders, who are being represented by JPMorgan
Chase, can't liquidate the studio because equity owners -- Texas
Pacific Group and Providence Equity Partners the most prominent
among them -- are in control, The Post says.

DeadlineHollywood has reported that MGM needs $20 million in short
term and another $150 million to get through the end of 2009.

Bloomberg also said that MGM is in talks to skip interest payments
and restructure $3.7 billion in bank loans.  MGM asked creditors
to waive $12 million monthly interest payments until February 15
2010.

                     About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said on May 22, that Metro-Goldwyn-
Mayer hired Moelis & Co. to help refinance $3.7 billion debt and
was in talks with a steering committee of 140 creditors led by
JPMorgan Chase & Co. as part of the process.  Sue Zeidler at
Reuters said the studio "was exploring options for optimizing its
capital structure and has begun talks with a steering committee of
its lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth
$2 billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


MGM MIRAGE: Dubai World Restructuring Won't Affect CityCenter
-------------------------------------------------------------
The Wall Street Journal's Alexandra Berzon reports MGM MIRAGE
discounted the impact of Dubai World's restructuring on CityCenter
in Las Vegas.

According to Ms. Berzon, MGM Mirage said Dubai World had already
fulfilled all of its commitments to funding CityCenter.  Those
investments have totaled about $4.65 billion, according to a
person familiar with the situation, Ms. Berzon says.

"MGM Mirage spokesman Alan Feldman said he does not anticipate an
impact from the restructuring.  Under a new contract that Dubai
World negotiated last spring with the casino giant, additional
costs incurred beyond the current budget will be the
responsibility of MGM Mirage and not Dubai World," Ms. Berzon
reports.

Today's Troubled Company Reporter, citing the Journal and
Bloomberg, says the government of Dubai indicated it would
restructure Dubai World and announced a six-month standstill on
the company's debt.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

At September 30, 2009, MGM MIRAGE had $21.7 billion in total
assets against total current liabilities of $1.15 billion,
deferred income taxes of $3.14 billion, long-term debt of
$12.9 billion, other long-term obligations of $221.70 million;
resulting in stockholders' equity of $4.29 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MHG CASA MADRONA: Has Until March 2010 to Stabilize Finances
------------------------------------------------------------
Jim Staats at Contra Costa Times says a bankruptcy court gave MHG
Casa Madrona Hotel LLC until March 2010 to avert a foreclosure
sale.  However, the Federal Deposit Insurance Corporation could
ask for authority to renew foreclosure proceedings if the county
does not receive about $122,000 in property taxes by Dec. 10,
2009.

Mr. Staats relates the, according to the county treasurer-tax
collector office, the company is delinquent on property taxes of
more than $763,000 dating to 2006.

Miami, Florida-based MHG Casa Madrona Hotel, LLC, operates a
lodging business.  The Company filed for Chapter 11 on Aug. 10,
2009 (Bankr. N.D. Calif. Case No. 09-12536).  Tracy Green, Esq.,
at Wendel, Rosen, Black and Dean, represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


MIDWAY GAMES: Plan Exclusivity Extended Until Dec. 29
-----------------------------------------------------
Midway Games Inc. and its debtor-affiliates sought and obtained
from the U.S. Bankruptcy Court for the District of Delaware a
December 29 extension of their exclusive period to propose a
Chapter 11 plan, Bloomberg News' Bill Rochelle reported.  Midway
also sought a Feb. 28, 2010, extension of its exclusive period to
solicit acceptances of the plan.

This is the fourth exclusivity extension granted to Midway.

The Debtors relate that they are in discussions with stakeholders
regarding matters in connection with the formulation of a Chapter
11 Plan.  The Debtors add that they need to dealt with issues on
the appropriate allocation of the sale proceeds and the level of
funds expected to be available for distribution to unsecured
creditors.

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is roughly $49 million,
including the assumption of certain liabilities.  Midway is
disposing of its remaining assets.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.


MOMENTIVE PERFORMANCE: Seeks Loan Amendments; Sells 1st-Lien Notes
------------------------------------------------------------------
Momentive Performance Materials Inc. is seeking to amend its
senior secured credit facility and offer up to $500 million in
aggregate principal amount of first-lien senior secured notes due
2017 in a private offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended.

Additionally, the Company is repaying $75 million of borrowings
outstanding under its revolving credit facility.  Following this
repayment, the Company's outstanding borrowings under its
revolving credit facility will be $100 million.

The proposed amendment would, among other things, permit the
issuance of the notes and, with respect to participating lenders,
permanently reduce their outstanding revolving loan commitments,
extend the maturity of their remaining revolving loan commitments
until 2014 and extend the maturity of their outstanding term loans
until 2015.

The proceeds from the notes offering would be used to repay a
portion of the outstanding term loans of extending lenders and for
general corporate purposes.

The completion of each of the amendment and the notes offering
will be conditioned upon, among other customary conditions, the
completion of the other.

The notes will be senior secured first-lien obligations of the
Company, subject to turnover provisions which mandate that any
collateral proceeds will be paid to extending lenders prior to
holders of the notes until the outstanding obligations to
extending lenders are paid in full.  It is anticipated that the
notes will otherwise rank equally with the Company's existing and
future senior secured first lien debt, including the Company's
senior secured credit facility, and will effectively rank senior
to all of the Company's other existing and future senior second-
lien secured debt, subordinated debt and unsecured debt, including
the Company's outstanding senior secured second-lien notes,
unsecured senior notes, and unsecured senior subordinated notes.
The notes will be guaranteed on a senior secured first-lien basis
by each of the Company's existing and future U.S. and foreign
subsidiaries that is a borrower or guarantor under the Company's
senior secured credit facility.  The notes will be offered in the
United States only to qualified institutional buyers pursuant to
Rule 144A under the Securities Act, and to persons outside the
United States only pursuant to Regulation S under the Securities
Act.

At September 27, 2009, the Company had total assets of
$3,556,934,000 against total liabilities of $4,121,193,000.  At
September 27, 2009, the Company had accumulated deficit of
$1,341,835,000, noncontrolling interest of $3,776,000, and
shareholders' deficit of $564,259,000.

On September 22, 2009, the Company entered into a Limited Waiver
and Amendment with respect to the credit agreement governing its
senior secured credit facility.  Pursuant to the Waiver and
Amendment, in return for certain consideration, the requisite
revolving credit facility lenders conditionally waived the
Company's compliance with the senior secured leverage ratio
maintenance covenant set forth in the credit agreement for the
fiscal three-month period ended September 27, 2009, and the fiscal
three-month period ending December 31, 2009.  On September 27,
2009, the Company was in compliance with the senior secured
leverage ratio maintenance covenant (irrespective of the Waiver
and Amendment), the other covenants under the credit agreement
governing the senior secured credit facility and the covenants
under the indentures governing the notes.

                          About Momentive

Albany, New York-based Momentive Performance Materials Inc. --
http://www.momentive.com/-- is a premier specialty materials
company, providing high-technology materials solutions to the
silicones, quartz and ceramics markets. Momentive Performance
Materials Inc. is controlled by an affiliate of Apollo Management,
L.P.


MORIN BRICK: Hearing on Case Conversion Scheduled for December 22
-----------------------------------------------------------------
The hearing on the U.S. Trustee's motion to convert Morin Brick
Company's Chapter 11 case to a Chapter 7 liquidation, is scheduled
for Dec. 22, 2009.  Objections, if any, are due on Dec. 15, 2009.

As reported in the Troubled Company Reporter on Nov 6, 2009,
Phoebe Morse, the U.S. Trustee for Region 16, asked for the
conversion, noting that the Debtor has failed to:

   -- file a disclosure statement or plan;

   -- submit a copy of the settlement statement;

   -- submit MORs for April 2009, May 2009, June 2009, July 2009,
      August 2009 and September 2009; and

   -- pay the U.S. Trustee's quarterly fees estimated at $9,750
      for the second and third quarters 2009.  The fees were due
      by July 31, 2009, - $4,875, and Oct. 31, 2009, - $4,875.

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck
brick and extruded brick for customers primarily located in the
Northeastern United States and Canada.  The Company filed for
Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No.
08-21022).  D. Sam Anderson, Esq., and Robert J. Keach, Esq., at
Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent
the Debtor as counsel.  Anthony J. Manhart, Esq., Fred W. Bopp
III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson, P.A.,
represent the Official Committee of Unsecured Creditors as
counsel.  Tron Group is the Debtor's Chief Restructuring Officer.
When the Debtor filed for protection from its creditors, it listed
assets of between $10 million and $50 million, and debts of
between $1 million and $10 million.


MORIN BRICK: Plan Distribution to Be Funded from Avoidance Actions
------------------------------------------------------------------
Morin Brick Company filed with the U.S. Bankruptcy Court for the
District of Maine its Chapter 11 Plan of Reorganization and its
accompanying Disclosure Statement dated as of November 16, 2009.

The Plan provides for the distribution of the proceeds of certain
causes of action to be brought on behalf of the Debtor.  According
to the Disclosure Statement, the Debtor believes that the causes
of action will be claims brought to recover payments made by the
Debtor during the 90 day period prior to the date of the filing of
the Debtor's bankruptcy.  In certain circumstances, a debtor can
avoid these transfers and recover the payments made during this
90-day period and, once recovered, these amounts can be
redistributed to creditors of the bankruptcy estate.

In the 90 days prior to filing, the Debtor made payments equaling
$1,200,000.  After review of certain documents relating to the
transfers and after considering certain defenses which may or may
not be applicable, the Debtor believes that it may be able to
bring potential claims seeking to recover $463,858 for the benefit
of the estate.

Under the Plan, the Debtor would use the proceeds of the causes of
action to fund its obligations under the Plan.  The only remaining
claims against the estate are certain administrative claims,
consisting almost entirely of the fees of Debtor's counsel and
certain fees owed to the Office of the U.S. Trustee, and certain
unsecured claims against the Debtor.  Assuming the Debtor can
recover the amounts, the Debtor estimates that general unsecured
creditors will receive an amount equal to 5-6% of their claim
amount.

                 Treatment of Claims and Interests

All claims against the Debtor will be fully and finally satisfied
in accordance with the provisions of the Plan.

1. Unclassified Claims -- Administrative Claims -- against the
   Debtor are impaired and will be paid with the proceeds
   generated by the causes of action brought or to be brought by
   the Debtor or on behalf of the  Debtor under the Plan.

2. Class 1 Claims -- Priority Claims -- are impaired and will be
   paid the total amount received by the estate in relation to
   causes of action brought by or on behalf of the estate after
   payment of any and all unclassified claims until the time as
   the allowed claims in class 1 have been paid in full or have
   been paid in an amount agreed to between the Debtor and the
   holder of a claim in class 1.

3. Class 2 Claims -- Unsecured Claims -- are impaired and will be
   paid the total amount received by the estate, on a pro rata
   basis, in relation to causes of action brought by or on behalf
   of the estate after payment of any and all unclassified claims
   and after payment of any and all allowed claims in class 1
   until the time as the allowed claims in class 2 have been paid
   in full or have been paid in an amount agreed to between the
   Debtor and the holder of a claim in class 2.

4. Class 3 -- equity interests -- are impaired and any and all
   equity interests in the Debtor will be canceled as of the date
   the Bankruptcy Court enters a final order approving the final
   accounting.

The Plan will be funded by Plan cash, which will be generated by
the Debtor's or the Liquidating Trustee's investigation,
prosecution, and settlement of the causes of action.

A full-text copy of the Debtor's Disclosure Statement is available
for free at:

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

A full-text copy of the Debtor's Plan of Reorganization is
available for free at:

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

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactured moulded and waterstruck
brick and extruded brick for customers primarily located in the
Northeastern United States and Canada.  The Company filed for
Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No.
08-21022).  D. Sam Anderson, Esq., and Robert J. Keach, Esq., at
Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent
the Debtor as counsel.  Anthony J. Manhart, Esq., Fred W. Bopp
III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson, P.A.,
represent the Official Committee of Unsecured Creditors as
counsel.  Tron Group is the Debtor's Chief Restructuring Officer.
When the Debtor filed for protection from its creditors, it listed
assets of between $10 million and $50 million, and debts of
between $1 million and $10 million.


MOTEL 4 BAPS: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Motel 4 Baps, Inc.
        20459 Ashford Court
        Strongsville, OH 44149

Bankruptcy Case No.: 09-21144

Chapter 11 Petition Date: November 24, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Jonathan P. Blakely, Esq.
                  Weston Hurd, LLP
                  The Tower at Erieview
                  1301 East 9th Street, Suite 1900
                  Cleveland, OH 44114-1862
                  Tel: (216) 687-3311
                  Fax: (216) 621-8369
                  Email: jblakely@westonhurd.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
8 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ohnb09-21144.pdf

The petition was signed by Pradip Patel.


NEW CENTURY COS: Posts $21.3 Million Net Loss for Q3 2009
---------------------------------------------------------
New Century Companies, Inc., reported a net loss of $21,316,443
for the quarter ended September 30, 2009, from a net loss of
$1,944,419 for the same period a year ago.  The Company reported a
net loss of $24,850,069 for the nine months ended September 30,
2009, from a net loss of $2,853,208 for the same period a year
ago.

Contract revenues for the three months ended September 30, 2009,
were $644,609 from $997,890 for the same period a year ago.
Contract revenues for the nine months ended September 30, 2009,
were $3,058,941 from $3,959,168 for the same period a year ago.

At September 30, 2009, the Company had total assets of $1,129,198,
including total current assets of $905,782, against total
liabilities of $30,068,744, all current.

At September 30, 2009, the Company has an accumulated deficit of
$37,064,000, had recurring losses, a working capital deficit of
approximately $29,163,000, and was also in default on its
convertible notes.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company's convertible debt financing, Amended 12% CAMOFI
Master LDC Convertible Note and 15% CAMHZN Master LDC Convertible
Note, are in default.  The last monthly contractual payment on the
CAMOFI note was made in October 2008 and no payments have made on
the CAMHZN Note which were scheduled to begin on September 1,
2008.  As a result, the Company is in default on these two loans,
with an aggregated balance of principal and accrued interest of
$4,010,156 at September 30, 2009.

The Company intends to fund operations through anticipated
increased sales along with renegotiated or new debt and equity
financing arrangements which management believes may be
insufficient to fund its capital expenditures, working capital and
other cash requirements for the year ending December 31, 2009.
Therefore, the Company will be required to seek additional funds
to finance its long-term operations.  The successful outcome of
future activities cannot be determined at this time and there is
no assurance that if achieved, the Company will have sufficient
funds to execute its intended business plan or generate positive
operating results.

In response to these problems, management has taken these actions:

     -- continued its aggressive program for selling machines;

     -- continued to implement plans to further reduce operating
        costs; and

     -- is seeking investment capital through the public and
        private markets.

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?4a5a

On November 19, the Company filed Amendment No. 2 to its quarterly
report on Form 10-Q for the period ended March 31, 2009, to
include the review report of its independent registered public
accounting firm, KMJ Corbin & Company LLP.

A full-text copy of the Company's Amended Quarterly Report is
available at no charge at http://ResearchArchives.com/t/s?4a5b

The Company is stockholder approval of an amendment to its
Certificate of Incorporation to increase its authorized shares of
common stock from 50,000,000 to 250,000,000.  The Company's Board
of Directors established November 18, 2009, as the record date for
purposes of the consent solicitation.  Only stockholders of record
at the close of business on that date will be entitled to act on
the proposals and to receive the Consent Solicitation Statement.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?4a5c

                    About New Century Companies

New Century Companies, Inc. and its wholly owned subsidiary, New
Century Remanufacturing, Inc., provide after-market services,
including rebuilding, retrofitting and remanufacturing of metal
cutting machinery.  Once completed, a remanufactured machine is
"like new" with state-of-the-art computers and the cost to the
Company's customers is substantially less than the price of a new
machine.

The Company currently sells its services by direct sales and
through a network of machinery dealers across the United States.
Its customers are generally medium to large sized manufacturing
companies in various industries where metal cutting is an integral
part of their businesses.  The Company grants credit to its
customers who are predominately located in the western United
States.

The Company trades on the OTC Bulletin Board under the symbol
"NCNC ".


NEW CENTURY COS: Smithline, CAMOFI Report 0.4% Equity Stake
-----------------------------------------------------------
Richard Smithline, Centrecourt Asset Management LLC, CAMOFI Master
LDC, and CAMHZN Master LDC disclosed 61,671 shares or roughly 0.4%
of the common stock of New Century Companies, Inc.

In addition to the shares of Common Stock held by CAMOFI and
CAMHZN, (a) CAMOFI holds (i) promissory notes convertible into
approximately 105,105,265 shares of Common Stock, and (ii)
warrants exercisable for 4,014,286 shares of Common Stock, and (b)
CAMHZN holds (i) promissory notes convertible into 28,068,750
shares of Common Stock, and (ii) warrants exercisable for
1,200,000 shares of Common Stock.

Each of the securities contains a provision which would prohibit
the holder from exercising the warrants to the extent that, upon
such exercise, the holder, together with its affiliates, would
beneficially hold more than 4.99%, of the total number of shares
of Common Stock then issued and outstanding -- determined in
accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended -- unless the holder shall have provided the
issuer with 61 days' notice of the holder's waiver of such
provisions.  Accordingly, based on the number of shares of Common
Stock held by Smithline et al. as of October 29, neither of the
warrants is presently exercisable.

                       Going Concern Opinion

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that as of
June 30, 2009, the Company has an accumulated deficit of
$16,455,000, had recurring losses, a working capital deficit of
$8,108,000, and was also in default on its convertible notes.  The
Company intends to fund operations through anticipated increased
sales along with renegotiated or new debt and equity financing
arrangements which management believes may be insufficient to fund
its capital expenditures, working capital and other cash
requirements for the year ending Dec. 31, 2009.

New Century Companies' balance sheet at June 30, 2009, showed
total assets of $1,205,254 and total liabilities of $9,047,284,
resulting in a stockholders' deficit of $7,842,030.

                    About New Century Companies

New Century Companies, Inc., and its wholly owned subsidiary, New
Century Remanufacturing, Inc., provide after-market services,
including rebuilding, retrofitting and remanufacturing of metal
cutting machinery.  Once completed, a remanufactured machine is
"like new" with state-of-the-art computers and the cost to the
Company's customers is substantially less than the price of a new
machine.

The Company currently sells its services by direct sales and
through a network of machinery dealers across the United States.
Its customers are generally medium to large sized manufacturing
companies in various industries where metal cutting is an integral
part of their businesses.  The Company grants credit to its
customers who are predominately located in the western United
States.

The Company trades on the OTC Bulletin Board under the symbol
"NCNC ".


NEW ENERGY SYSTEMS: Acquires Anytone for $33.7MM in Cash, Stock
---------------------------------------------------------------
New Energy Systems Group, formerly China Digital Communication
Group, has agreed to acquire Anytone International (H.K.) Co.,
Ltd. and its wholly owned subsidiary, Shenzhen Anytone Technology
Co., Ltd., a rapidly growing Shenzhen-based high tech, integrated
product research, manufacturing and marketing company for lithium
batteries.  New Energy Systems Group will pay $33.7 million for
the company consisting of $10.0 million in cash and the remaining
$23.7 million by issuing roughly 3.6 million shares of common
stock based on an average stock price of $6.60 per share.  The
company expects to complete the acquisition before the end of
2009.

Anytone generated revenue of $10.1 million in 2008, a 139.6%
increase over the year ended December 31, 2007. For the nine
months ended September 30, 2009, Anytone generated revenue of
$17.4 million and net income of $3.2 million, and expects to
achieve revenue of $24.2 million and net income of $4.5 million
for the year ended December 31, 2009. Anytone has maintained an
annual growth rate in excess of 100% over the past four years. For
the year of 2010, Anytone is projected to generate revenue of
$36.2 million and net income of $6.7 million.

Anytone -- http://www.anytone.com.cn/-- manufactures and sells
mobile power resources based on lithium ion batteries for a full
spectrum of products, including mobile phones, notebook computers,
digital cameras, MP4s, PMPs, PDAs, solar and digital applications.
Many of Anytone's products generate 4-7 times more power than the
original OEM battery's capacity.  The company's power sources
support some of the best known products in the world, including
Apple's iPod family of products.  Anytone had 7 practical patents
and 23 appearance design patents by the State Intellectual
Property Office of the People's Republic of China (SIPO). The
company is also awaiting approval for its new innovation patent by
SIPO.  The company has also obtained CE, FCC, 3C, ROHS, UL and
other certifications.

Mr. Fushun Li, Chief Executive Officer, commented, "Our planned
acquisition of Anytone adds an important dimension to our business
in terms of additional product offerings and an impressive new
customer base.  It will also make New Energy Systems Group a much
larger company and enable us to benefit from economies of scale,
including better terms from our customers and suppliers. We are
pleased to welcome key executives from Anytone's talented
management team to the combined organization as well as Anytone's
seasoned and motivated sales force.  All of Anytone's senior
executives will remain with the company and we anticipate a
seamless transition."

Mr. Li continued, "With a strong track record of growth and
$6.7 million of projected net income for Anytone in 2010, we are
quite pleased with the terms of the transaction.  Moreover, the
decision by Anytone's owners to receive the majority of their
compensation in the form of equity, illustrates their confidence
in the outlook for our combined businesses.  As demand for mobile
devices continues its favorable growth trends in China and around
the world, this acquisition will strengthen our intellectual
property portfolio and further enhance our reputation in the
battery market."

On November 16, 2009, New Energy Systems Group (the "Company")
held a conference call to discuss the Company's results for the
quarter ended September 30, 2009.

                     3rd Quarter 2009 Results

New Energy Systems reported net income of $2,012,676 for the three
months ended September 30, 2009, from net income of $1,588,504 for
the year ago period.  The Company reported net income of
$3,855,614 for the nine months ended September 30, 2009, from net
income of $1,410,592 for the same period a year ago.

Total revenue was $7,848,198 for the three months ended
September 30, 2009, from $7,190,087 for the year ago period.
Total revenue was $15,858,311 for the nine months ended
September 30, 2009, from $8,871,958 for the year ago period.

At September 30, 2009, the Company had $17,622,130 in total assets
against $3,197,717 in total liabilities, all current.  At
September 30, 2009, the Company had accumulated deficit of
$4,660,858 and stockholders' equity of $14,424,413.

In its quarterly report on Form 10-Q, the Company said it believes
it has sufficient cash to continue its current business through
September 30, 2010, due to expected increased sales revenue and
net income from operations.  "However we have suffered recurring
losses in the past and have a large accumulated deficit.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said.

The Company has taken certain restructuring steps to provide the
necessary capital to continue its operations. These steps included
1) acquire profitable operations through issuance of equity
instruments, and 2) to continue actively seeking additional
funding and restructure the acquired subsidiaries to increase
profits and minimize the liabilities.

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?4a5f

The Company held a third quarter 2009 earnings conference call on
November 16.

According to CEO Li, "We are pleased to report another strong
quarter at China Digital Communication.  Our overall revenue
increased by 9.2% to 7.9 million in the third quarter of 2009 with
battery show in cover manufacturing increasing by 35.2%.  We will
also continue to gain traction in our battery assembly and
distribution segments which began in mid-August 2008.  Due to the
fact we began work with our largest customer in the third quarter
2008 we recognized unusually strong sales in the second half of
2008.  In comparison our sales from 2009 were more evenly
distributed throughout the year.  Going forward we expect this
business will continue to grow at a rapid pace on a full year over
year basis."

Vice President Ken Lin said the Company had a very strong balance
sheet as of September 30, with cash and cash equivalents of
$9.5 million, working capital of $12.9 million and stockholder
equity of $14.4 million.  In August 2009, the Company paid off its
$2.2 million bank loan and has no long term debt.

CEO Li said, "We are very encouraged by the outlook for the
battery assembly and distribution segment given our established
relationships in the Chinese battery market coupled with a strong
product pipeline and the higher product margins in the segment.
We anticipate that there will be even greater demand for lithium
[ph] batteries in China and worldwide in the next few years as the
current trend toward smaller and lighter portable consumer
products continues."

"The strengthening of business was not limited to top line
growths.  We also achieved net income growth of 26.7% for the
third quarter of 2009 to 2 million versus the third quarter of
last year.  Tight cost controls have enabled us to streamline
operations while at the same time increasing revenue.

CEO Li said, "We remain confident in achieving our previously
issued guidance for full year revenues of 23-25 million and net
income between 5.3 and 6 million, at the same time continue to
generate strong cash flow and have a solid balance sheet with over
9 million of cash and no long-term batch."

A full-text copy of the Company's conference call transcript is
available at no charge at http://ResearchArchives.com/t/s?4a60

                  About New Energy Systems Group

With offices in New York and Shenzhen, China, New Energy Systems
Group (OTCBB: NEWN) -- http://www.chinadigitalcommunication.com/
-- manufactures and distributes lithium ion batteries.  The
company assembles and distributes finished batteries through its
sales network and channel partners.  The company also sells high-
quality lithium-ion battery shell and cap products to major
lithium-ion battery cell manufacturers in China. The company's
products are used to power mobile phones, MP3 players, laptops,
digital cameras, PDAs, camera recorders and other consumer
electronic digital devices.

On November 17, 2009, China Digital obtained approval from FINRA
to change its name to New Energy Systems Group.  In conjunction
with the name change, the company's CUSIP number was changed to
643847106 and the stock began trading under the ticker symbol
"NEWN" on November 18.


NEWPORT PARTNERS: Amends Forbearance Agreement with Lenders
-----------------------------------------------------------
Newport Partners Income Fund announced that an amendment to the
Forbearance Agreement, dated July 21, 2009, has been entered into
with the syndicate of lenders under the Senior Credit Agreement
with various of the Fund's subsidiaries.

Under the terms of the First Amendment, the requirement to repay
$55 million by January 7, 2010, by way of proceeds from asset
sales has been amended.  The Lenders have agreed to allow for
repayments by using cash on hand and proceeds from asset sales.
$30 million was repaid November 25 and the next repayment is
scheduled for February 28, 2010 in the amount of $35 million, with
the balance to be repaid by July 21, 2010.  $100 million has been
repaid to the Lenders since July 21, 2009.

In addition, the Lenders have consented to Newport Partners
Holdings LP acquiring all of the issued and outstanding equity
interests of Gemma Communications LP, that it does not currently
own.  As reported in the Fund's third quarter financial
statements, the minority limited partner of Gemma delivered to NPH
an offer letter pursuant to the Shotgun Buy-Sell provision of the
limited partnership agreement governing Gemma.  NPH, with the
consent of the Lenders, has elected to accept the minority limited
partner's offer to sell its interest in Gemma.  The purchase price
is $4 million and is subject to an adjustment for working capital.

The transaction is expected to close by the end of the year.

The First Amendment will be available on SEDAR at www.sedar.com.

                About Newport Partners Income Fund

Newport Partners Income Fund is an unincorporated, open-ended
trust created to hold, through its investment in Newport Partners
Commercial Trust, interests in Newport Private Yield LP, a limited
partnership established under the laws of the Province of Ontario.
NPF began trading on the TSX on August 8, 2005 under the symbol
NPF.UN. Newport Partners Income Fund is a publicly-traded
diversified fund that invests in successful Canadian private
businesses run by proven entrepreneurs at reasonable prices.  The
Fund currently has $489 million invested in 16 companies
representing a diverse cross-section of the Canadian economy.


NICE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nice Financial Services, Inc.
           dba Nice Check Cashing, Inc.
        6705 Jonesboro Road
        Morrow, GA 30260

Bankruptcy Case No.: 09-91063

Chapter 11 Petition Date: November 24, 2009

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

Debtor's Counsel: John J. McManus, Esq.
                  John J. McManus & Associates, P.C.
                  Building H, 3554 Habersham at Northlake
                  Tucker, GA 30084
                  Tel: (770) 492-1000
                  Email: jmcmanus@mcmanus-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 $1,924,708
and total debts of $5,483,369.

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/ganb09-91063.pdf

The petition was signed by Sohail Ali, CEO, CFO, and secretary of
the Company.


NORTEL NETWORKS: Ericsson Wins Auction for GSM Business
-------------------------------------------------------
Ericsson was selected as successful bidder to acquire certain
assets of the Carrier Networks division of Nortel relating to
Nortel's GSM business in the US and Canada.  The purchase is
structured as an asset sale at a cash purchase price of
US$70 million on a cash and debt free basis, subject to
adjustments. This announcement follows the completion of the
auction process initiated by Nortel, and the transaction is
subject to approval by courts in the US and Canada and customary
regulatory approvals and other conditions.

Ericsson's bid for Nortel's GSM assets was made together with
Kapsch CarrierCom AG of Austria.  Under the agreements, Ericsson
is acquiring certain assets of Nortel's GSM business in North
America while Kapsch is paying USD 33 million to acquire most of
the remaining assets outside North America.

Ericsson acquires an installed GSM base, which expands its North
American footprint.  The acquisition further strengthens
Ericsson's ability to serve North America's leading wireless
operators, which now benefit from the strength of the combined
resources in an experienced and financially strong company.

"Along with our recent acquisition of Nortel's CDMA and LTE
assets, the transaction emphasizes Ericsson's commitment to the
North American market and strengthens our position as a leading
provider of telecommunications technology and services in the
United States and Canada" said Hans Vestberg, incoming President
and CEO of Ericsson.  "Our Ericsson family will be once again
enriched by the addition of the valuable Nortel employees."

The agreement includes the transfer of important GSM business with
North American operators such as AT&T and T-Mobile.  Under the
agreement Ericsson will offer employment to approximately 350
employees from Nortel.  Nortel's North American GSM operations
generated approximately USD 400 million in 2008.

Ericsson's North American business generated SEK 17.9 bn (USD 2.7
b) of sales in 2008, mainly from GSM and WCDMA equipment and
associated services.  Together with the recently announced
acquisition of CDMA and LTE assets as well as the Sprint services
agreement, the acquisition makes North America the largest
geographical segment within Ericsson and encompasses some 14,500
employees, up from 5,000 at the beginning of 2009.

The acquired operations will contribute top- and bottom-line
additions to Ericsson.  The transaction is expected to have a
positive effect on Ericsson's earnings within a year after
closing.

Consummation of the transaction is subject to approval by the
United States and Canadian Bankruptcy Courts and the satisfaction
of regulatory and other conditions.

SEB Enskilda is acting as Ericsson's sole financial advisor in the
transaction.

Ericsson has in July won an auction for Nortel's wireless
technology.  The sale was approved by the U.S. Bankruptcy Court
for the District of Delaware and the Ontario Superior Court of
Justice on July 28, 2009.  The $1.3-billion deal includes
substantially all of Nortel's CDMA business which is the second
largest supplier of CDMA infrastructure in the world, and
substantially all of Nortel's LTE Access assets giving it a strong
technology position in next generation wireless networks.  Also as
part of this agreement, a minimum of 2,500 Nortel employees
supporting the CDMA and LTE Access business will receive offers of
employment from Ericsson.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHERN STATES: Defers Payments on Trust Preferred Securities
--------------------------------------------------------------
Northern States Financial Corporation (NASDAQ: NSFC), holding
company for NorStates Bank, an FDIC-insured financial institution,
has notified the trustee that holds the Company's junior
subordinated debentures relating to its outstanding trust
preferred securities that it will defer its regular quarterly
interest payments on the junior subordinated debentures.  Under
the terms of the debentures, the Company has the right to defer
the payment of interest on the subordinated debentures at any
time, for a period up to 20 consecutive quarters without default.
During the deferral period, the Company may not pay any dividends
on its common or preferred stock.

In September 2005, Northern States issued $10 million of trust
preferred securities through Northern States Statutory Trust I, a
wholly-owned grantor trust.  The Company issued $10 million of
subordinated debentures to Northern States Statutory Trust I,
which in turn issued $10 million of trust preferred securities.
The subordinated debentures mature in September 2035.  From
December 2005 until September 15, 2010, the subordinated
debentures bear interest at a rate equal to the sum of the product
of 50% times the 3-month LIBOR plus 1.80%, plus the product of 50%
times 6.186%, and thereafter at a rate equal to the 3-month LIBOR
plus 1.80%.  The rate on the subordinated debentures was 4.14250%
at September 30, 2009, which is the effective rate from
September 15, 2009, through December 14, 2009.

Northern States Financial Corporation is the holding company for
NorStates Bank, a full-service commercial bank with eight branches
in Lake County, Illinois.  NorStates Bank is the successor to
financial institutions dating to 1919.  NorStates Bank serves the
populations of northeastern Illinois and southeastern Wisconsin.


NOVELOS THERAPEUTICS: Reports $2.7 Million Net Loss for Q3 2009
---------------------------------------------------------------
Novelos Therapeutics, Inc., reported a net loss of $2,743,030 for
the three months ended September 30, 2009, from a net loss of
$2,534,741 for the same period a year ago.  The Company posted a
net loss of $9,412,827 for the nine months ended September 30,
2009, from $14,312,475.

Revenue for the three months ended September 30, 2009, was $13,702
from $35,513 for the same period a year ago.  Revenue for the nine
months ended September 30, 2009, was $76,983 from $89,523 for the
same period a year ago.

At September 30, 2009, the Company had $5,996,461 in total assets
against total current liabilities of $7,408,800, deferred revenue
-- noncurrent of $408,334, redeemable preferred stock of
$20,381,810.  At September 30, 2009, the Company had accumulated
deficit of $63,211,609 and stockholders' deficiency of
$22,202,483.

Novelos Therapeutics said it will require additional capital to
continue operations beyond the third quarter of 2010.  Novelos
Therapeutics noted the report from its independent registered
public accounting firm dated March 17, 2009 and included with its
annual report on Form 10-K indicated that factors existed that
raised substantial doubt about its ability to continue as a going
concern.

Novelos Therapeutics said the primary endpoint of its Phase 3
clinical trial for NOV-002 in non-small cell lung cancer is
increased median overall survival, to be measured following the
occurrence of 725 events (deaths).  Novelos Therapeutics
anticipates that the results from this trial will be available in
early 2010.

On August 25, 2009, Novelos Therapeutics entered into a Securities
Purchase Agreement with Purdue Pharma L.P. contemplating the
issuance and sale at two or more closings of up to 13,636,364
shares of its common stock and warrants to purchase approximately
4,772,728 shares of its common stock at an exercise price of $0.66
per share, expiring December 31, 2015, for an aggregate purchase
price of $9,000,000.  At the initial closing on August 25, 2009,
Novelos Therapeutics sold Purdue 5,303,030 shares of common stock
and a warrant to purchase 1,856,062 shares of common stock for
gross proceeds of $3,500,000.

At the final closing under the August 2009 Purchase Agreement on
November 10, 2009, Novelos Therapeutics sold Purdue 8,333,334
shares of its common stock and warrants to purchase 2,916,668
shares of its common stock for gross proceeds of $5,500,000.  The
August 2009 Purchase Agreement required Novelos Therapeutics to
adopt an expanded development and regulatory plan for NOV-002,
which contemplates substantial expenditures through mid-2010 in
addition to clinical development expenditures previously
contemplated for the completion of the Phase 3 trial.

Novelos Therapeutics said it is required to use proceeds from the
sale of securities under the August 2009 Purchase Agreement for
the expenditures identified in the Plan.  Novelos Therapeutics
believes the available funds at September 30, 2009, plus the
proceeds from the final closing under the August 2009 Purchase
Agreement, will allow the Company to operate beyond the conclusion
of the Phase 3 trial and into the third quarter of 2010, as set
forth in the Plan.

"Our ability to execute our operating plan beyond the third
quarter of 2010 is dependent on our ability to obtain additional
capital (including through the sale of equity and debt securities
at any time and by entering into collaborative arrangements for
licensing rights in North America) to fund our development
activities. We plan to pursue these alternatives, but there can be
no assurance that we will obtain the additional capital necessary
to fund our business beyond the third quarter of 2010.  The timing
and content of the Phase 3 clinical trial results will affect our
projected cash requirements and our ability to obtain capital.  If
the results are favorable, we believe we will be able to obtain
adequate funding to pursue our strategic objectives and clinical
development programs longer term.  If the results of our Phase 3
clinical trial are not favorable, we may be unable to obtain
additional funding, and we may be required to scale back our
administrative activities and clinical development programs, or
cease our operations entirely.  Furthermore, adverse conditions in
the capital markets globally may impair our ability to obtain
funding in a timely manner," Novelos Therapeutics 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?4a5d

                  Special Meeting of Shareholders

On November 3, 3009, the Company held a special meeting in lieu of
annual meeting of stockholders.  At the meeting, the stockholders
approved an amendment to the Company's certificate of
incorporation to increase the total number of authorized shares of
common stock by 75 million shares, from 150 million to
225 million.  Following the adjournment of the meeting, the
Company filed the amendment with the Secretary of State of
Delaware, and it went into effect on November 3, 2009.

In addition to the approval of the amendment of the certificate of
incorporation, the stockholders re-elected each incumbent member
of the Company's board of directors and approved an amendment to
the Company's 2006 Stock Incentive Plan to increase the shares of
common stock authorized under the plan by 5 million shares, from
5 million to 10 million.  The amendment to the 2006 Stock
Incentive Plan became effective immediately upon its approval by
the Company's stockholders.

                    About Novelos Therapeutics

Based in Newton, Massachusetts, Novelos Therapeutics, Inc. is a
drug development company focused on the development of
therapeutics for the treatment of cancer and hepatitis.  Novelos
owns exclusive worldwide intellectual property rights (excluding
Russia and other states of the former Soviet Union, but including
Estonia, Latvia and Lithuania) related to certain clinical
compounds and other pre-clinical compounds based on oxidized
glutathione.


PARALLEL PETROLEUM: Apollo Affiliate Completes Acquisition
----------------------------------------------------------
Parallel Petroleum Corporation and PLLL Holdings, LLC, an entity
formed for the purpose of acquiring Parallel Petroleum Corporation
(NASDAQ: PLLL), on November 25 announced the successful completion
of the merger of PLLL Acquisition Co. with and into Parallel, with
Parallel surviving the merger.

On September 15, 2009, Parallel announced that it had entered into
a definitive agreement to be acquired by an affiliate of Apollo
Global Management, LLC, a global alternative asset manager. The
aggregate value of the transaction is approximately $483 million.

At the time of the merger, all outstanding shares of Parallel's
common stock not validly tendered and accepted for payment in the
previously completed tender offer were converted, subject to
appraisal rights, into the right to receive $3.15 in cash per
share, net to the holder in cash, without interest and less any
applicable withholding taxes (the same price as was paid in the
tender offer).  Remaining former stockholders of Parallel will be
mailed materials necessary to exchange their former Parallel
shares of common stock for such payment.

Parallel's common stock will cease trading on the NASDAQ Global
Select Market at market close on November 25, 2009 and will no
longer be listed.

                      About Apollo Management

Apollo is a leading global alternative asset manager with offices
in New York, Los Angeles, London, Singapore, Frankfurt and Mumbai.
Apollo had assets under management of over $38 billion, as of June
30, 2009, in private equity and credit-oriented capital markets
invested across a core group of industries where Apollo has
considerable knowledge and resources.

                     About Parallel Petroleum

Parallel Petroleum (NASDAQ: PLLL) is an independent energy company
headquartered in Midland, Texas, engaged in the exploitation,
development, acquisition and production of oil and gas using 3-D
seismic technology and advanced drilling, completion and recovery
techniques. Parallel's primary areas of operation are the Permian
Basin of West Texas and New Mexico, North Texas Barnett Shale,
Onshore Gulf Coast of South Texas, East Texas and Utah/Colorado.
Additional information on Parallel is available via the Internet
at http://www.plll.com/

Parallel Petroleum carries "B3" long term corporate and
probability of default ratings from Moody's and "B" issuer credit
ratings from Standard & Poor's.


PCS EDVENTURES: Has $431,000 Net Comprehensive Loss for Sept. Qtr
-----------------------------------------------------------------
PCS Edventures!.Com, Inc., reported a net comprehensive loss of
$431,332 for the three months ended September 30, 2009, from a net
comprehensive loss of $135,712 for the year ago period.  The
Company reported a net comprehensive loss of $865,416 for the six
months ended September 30, 2009, from a net comprehensive loss of
$473,006 for the year ago period.

Total revenues for the three months ended September 30, 2009, were
$799,721 from $1,057,047 for the same period a year ago.  Total
revenues for the six months ended September 30, 2009, were
$1,264,603 from $1,997,827 for the year ago period.

As of September 30, 2009, the Company had $1,472,363 in total
assets against $770,666 in total liabilities, all current.  As of
September 30, 2009, the Company had an accumulated deficit of
$31,410,466 and stockholders' equity of $701,697.

The Company said its established source of revenues is not
sufficient to cover its operating costs.  Although the Company has
positive working capital, it has accumulated significant losses.
The combination of these items raises substantial doubt about its
ability to continue as a going concern.

To alleviate this adverse position, the Company said during the
fiscal quarter ended September 30, 2009, it continued to
strengthen its strategic alliances with K'NEX, Science Demo,
fischertechnik, MR Block, Integrating Technology, Minds-i,
Follette, and Eduwise for further product development and
enhancement.  The Company has developed and continues to refine
defined plans to align product development and marketing efforts
to further penetrate the educational market.  The marketing
campaign is focused on distinct segments within the education
market to more clearly communicate the products' competitive
positioning in both the Domestic and International markets.
Additionally, the Company is actively developing branding, product
identity, and messaging that is specifically aligned to target
market segments.

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?4a62

                  PCS 2009 Equity Incentive Plan

PCS Edventures!.Com, Inc. on November 19 filed with the Securities
and Exchange Commission a Form S-8 Registration Statement under
the Securities Act of 1933 to register 4,000,000 shares of No Par
Value Common Stock to be issued under the PCS 2009 Equity
Incentive Plan.  The proposed maximum aggregate offering price is
$4,800,000.

The purpose of the 2009 Plan is to (i) align the interests of
employees, officers, directors, and consultants of the Company or
any subsidiary of the Company with the interests of the Company's
shareholders; (ii) provide employees, officers, directors and
consultants with an incentive for outstanding performance; and
(iii) enhance the Company's ability to motivate, attract, and
retain the services of employees, officers, directors and
consultants upon whose judgment, interest and effort the
successful conduct of the Company's business is dependent.

A full-text copy of the Form S-8 filing is available at no charge
at http://ResearchArchives.com/t/s?4a61

                       About PCS Edventures!

Boise, Idaho-based PCS Edventures!.Com, Inc. (OTCBB: PCSV) --
http://www.edventures.com/-- designs, develops and delivers
educational learning labs bundled with related technologies and
programs to the K-12 market worldwide.  The PCS suite of products
ranges from hands-on learning labs in technology-rich topics in
Science, Technology, Engineering and Math (STEM) to services rich
in imagination, innovation, and creativity.  PCS programs operate
in over 6,000 sites in all 50 United States as well as in 17
countries Internationally.


PENN TRAFFIC: To Close 53 Stores February; 4,000 to Lose Jobs
--------------------------------------------------------------
The Associated Press reports that Penn Traffic Co. will lay off
more than 4,000 employees, saying it will close 53 stores in
central and western New York by Feb. 15, 2010.

Jim Martin at GoErie.com, citing a letter to the Pennsylvania
Department of Labor, says about 1,400 employees of Penn Traffic
Co. could lose their jobs on Jan. 16, 2010.

The company has 5,700 employees at 79 stores in Pennsylvania, New
York, Vermont and New Hampshire, Mr. Martin notes.

According to the letter, the company regretfully anticipates that
it will discontinue permanently its operations at the BiLo,
Quality, P&C stores and distribution centers on the enclosed list.

                       About Penn Traffic

The Penn Traffic Company -- http://www.penntraffic.com/-- owns
and operates supermarkets under the P&C, Quality and BiLo trade
names in Upstate New York, Pennsylvania, Vermont and New
Hampshire. Headquartered in Syracuse, N.Y., Penn Traffic's
conventional supermarkets offer value pricing, fresh and local
products, and full-service stores in convenient neighborhood
locations. The regional retailer's P&C Fresh supermarkets combine
all the features of conventional-format stores with gourmet,
premium and store-made fresh products, as well as ready-to-eat
foods, easy-to prepare meals and expanded natural and organic
product offerings. Retail supermarkets and consumers became Penn
Traffic's primary focus with the sale of its wholesale business
segment during fiscal 2009.

Penn Traffic's first trip to the bankruptcy court was in June
1999.  Penn Traffic again filed for chapter 11 protection on May
30, 2003 (Bankr. S.D.N.Y. Case No. 03-22945).  Under the plan that
was declared effective April 2005, the Debtor gave all the stock
to unsecured creditors while cutting the store count almost in
half.

Penn Traffic filed for Chapter 11 on November 18, 2009 (Bankr. D.
Del. Case No. 09-14078).  Attorneys at Morris, Nichols, Arsht &
Tunnell LLP, serve as counsel.  Donlin Recano serves as claims and
notice agent.


PETROLEUM DEVELOPMENT: Moody's Holds 'B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Petroleum Development
Corporation's B2 Corporate Family Rating, B3 senior unsecured note
rating, and SGL-3 Speculative Grade Liquidity rating.  The rating
outlook is stable.

The ratings affirmation reflects PDC's recent equity offering and
joint venture that have helped it maintain good liquidity and low
leverage.  Additionally, PDC's ratings are supported by a long
history of running successful drilling programs in cost sensitive
tight gas sands and shales of low productivity but low geologic
risk; continuation of that strategy in its newer core areas;
positive production trends; conservative leverage on proven
developed reserves; seasoned management; and adequate liquidity.

The ratings are restrained by PDC's relatively small PD reserve
and production scale; a high proportion of reserves in the higher
risk PUD category that also requires substantial development
capital spending; and substantial exposure to regionally lower
Rocky Mountain natural gas prices.

The SGL-3 rating reflects adequate liquidity.  PDC recently
completed a $50 million equity issue and received $45 million of
cash for its participation in a joint venture.  The company
applied the funds to debt reduction.  Current availability totals
$205 million under its $305 million borrowing base revolver, which
matures November 2012.  The revolver has two financial covenants:
a reducing leverage component that begins at 4.25x and reduces
over time to 3.75x; and, a current ratio test of 1.0x.  The
company is well within both covenants.

The B3 rating for the $250 million senior unsecured notes reflects
both the overall probability of default, to which Moody's assigns
a PDR of B2, and a loss given default of LGD 5, 77%.  The
$305 million borrowing base is large enough to result in a double
notching of the senior unsecured notes below the B2 CFR under
Moody's Loss Given Default Methodology.  However, Moody's has
affirmed the existing B3 notes rating based on Moody's projected
limited additional utilization of the revolver over the coming
year.

The last rating action was on January 14, 2008, when Moody's
assigned a B3 rating to the senior unsecured notes and a B2 CFR
and PDR rating.

Petroleum Development Corporation, headquartered in Denver,
Colorado, is a natural gas oriented exploration and production
company.


PILGRIM'S PRIDE: Proposes Jan. 31 Extension of DIP Loans
--------------------------------------------------------
Pilgrim's Pride Corp. and its units seek the Court's authority to
enter into the Fourth Amendment to the Amended and Restated
Postpetition Credit Agreement by and among the Debtors, the DIP
Lenders, and Bank of Montreal.

The DIP Credit Agreement and the Debtors' use of Cash Collateral
currently expire on December 1, 2009 -- before the currently
scheduled December 8, 2009 Confirmation Hearing, thus
necessitating an extension of the term of the DIP Credit
Agreement and the use of Cash Collateral, Martin A. Sosland,
Esq., at Weil, Gotshal & Manges, LLP, in Dallas, Texas, asserts.

Mr. Sosland states that although the Debtors believe that the
Proposed Plan of Reorganization will be confirmed and will be
substantially consummated before the end of December 2009, out of
abundance of caution, the Debtors are seeking an extension of the
maturity of the DIP Credit Agreement and the use of Cash
Collateral through the earlier of January 31, 2010, and certain
other termination events.

Mr. Sosland tells the Court that certain DIP Lenders -- BMO,
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., U.S. Bank
National Association, and ING Capital LLC -- have agreed to amend
the Credit Agreement to accommodate the Debtors' request without
any further monetary consideration being provided to the DIP
Lenders in exchange for the amendment.

In addition, in connection with the amendment, the Debtors have
asked that the DIP Lenders permanently reduce the DIP Commitments
to $250,000,000.  In connection therewith, the Continuing Lenders
committed to extend these amounts of DIP Loans to the Debtors:

  Bank of Montreal                       $104,166,675
  Rabobank Nederland New York Branch     $104,166,675
  U.S. Bank                               $25,000,000
  ING Capital LLC                         $16,666,650

Wells Fargo Bank National Association, Calyon New York Branch,
Natixis New York Branch, SunTrust Bank, and First National Bank
of Omaha also consent to the Fourth DIP Financing Amendment and
agree that from and after the effective date of the Fourth
Amendment, they will cease to be Lenders under the DIP Credit
Agreement.

                     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: Proposes Settlement With FLSA SC Plaintiffs
------------------------------------------------------------
Pilgrim's Pride Corp., and its units, the plaintiffs in the Fair
Labor Standard Act South Carolina Litigation and the plaintiffs in
the adversary complaint filed by Anna Atkinson, et al., have
reached a settlement of the FLSA SC Action, the Atkinson Action
and the proofs of claim as a result of continued arm's-length
settlement negotiations.

In this regard, the Debtors seek the Court's authority to enter
into a settlement agreement with the FLSA sc and the Atkinson
Plaintiffs.

The parties submit the Agreement is a settlement and compromise
of disputed claims.  The parties recognize that by entering into
the Agreement, the Debtors do not admit, and specifically deny
any violation of any constitutional, federal, state, local or
municipal law.  Furthermore, the Debtors disclaim any liability
to the Plaintiffs Named in the Settlement Agreement or the
Settlement Class.  Specifically, the Agreement provides that it
will not, in any way, be construed as an admission of liability
by the Debtors.

The salient terms of the Agreement are:

* Within 10 days of the execution of the Agreement, the parties
   will file an Agreed Motion for Preliminary Approval of
   Settlement and will seek The Court's approval to notify
   potential Settlement class Members who have not filed
   consents of their right to do so by using the form of Mailed
   Notice, which provides for a 45-day opt-in period.

* The claims of the Settlement Class will have collectively
   allowed claims of $1,750,000.  All distributions will be
   deemed to be payments to the individual plaintiffs; however
   for administrative purposes, counsel fees due from the
   Settlement Class to the Plaintiffs' counsel will be paid
   directly by the Debtors.  Distributions on the Claims will be
   made in a single, aggregate distribution.

* In consideration of the payment of Settlement Proceeds as
   well as mutual agreements set forth in the Agreement, the
   Plaintiffs named in the Agreement unconditionally discharge
   the Debtors and the other Releases, for any claims and
   obligations, including attorney's fees and expenses of the
   Named Plaintiffs or their attorneys in reviewing or
   negotiating the Settlement Agreement and the Release.

* Payments to the Settlement Class Members and Plaintiffs'
   counsel will be made by the Settlement Administrator.

* All funds relating to unclaimed distributions to the
   Settlement Class Members and any funds remaining in the
   Settlement Fund after fully funding the Settlement will be
   distributed by the Settlement Administrator from the
   Settlement fund to the reorganized Debtors after the
   expiration of 180 days from the date distributions were
   mailed by the Settlement Administrator to the Settlement
   Class Members.  All interest earned by the Settlement fund
   will be distributed to the reorganized Debtors at the same
   time.

* Except for the payment of Settlement Proceeds, the Debtors
   and the other Releases will have no liability for satisfying
   any attorney's fees and expenses which have been incurred by
   the named Plaintiffs or Settlement Class Members as a result
   of any claim and causes of action in connection with the
   Named Plaintiffs' and the Settlement Class' employment with
   the Debtors, and any action relating to the FLSA SC Action
   and the Atkinson Action.

                        *     *     *

Judge Lynn will hold a status conference to consider this motion
on December 1, 2009, at 10:30 a.m. Central Standard Time.

                     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: Reclamation Claims Subordinated by Lenders' Liens
------------------------------------------------------------------
Pilgrim's Pride Corp. has asserted that even if reclamation
claimants -- holders of claims under 11 U.S.C. Sec. 503 and 546
for good delivered within 45 days prior to the petition date --
met the statutory prerequisites required to assert a valid
reclamation claim, the claims must still be denied because they
are subordinate to the liens of the Debtors' prepetition lenders.

Section 546(c), according to Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, in Dallas, Texas, explicitly subordinates
reclamation rights to the prior rights of holders of security
interests in the goods sought to be reclaimed.  The Requesting
Vendors cannot reclaim the goods that are the subject of their
Asserted Reclamation Claims because any existing reclamation
rights are wholly subordinate to the interests of the Debtors'
prepetition secured lenders, he contends.

Bankruptcy Judge Michael Lynn issued a memorandum order finding
that the Bankruptcy Code is in consistency with the Debtors'
position that the reclamation claimants are subordinate to the
perfected interests of the Debtors' prepetition lenders.  Thus,
Judge Lynn held that the claims of the reclamation claimants are
subordinate to the perfected liens held by the Debtors'
prepetition lenders that attach to the Debtors' property that is
subject to reclamation. However, although the reclamation claims
are subordinate to the pre-existing liens, the pre-existing liens
do not extinguish the reclamation claims, Judge Lynn said.

In view of these findings, Judge Lynn ruled that:

* the remaining reclamation claims, to the extent that the
   goods that are the subject of claims are covered by the
   liens of the Debtors prepetition secured lenders, are
   declared to be subordinate to, although, to the extent of the
   surplus value, not extinguished by, the rights of the
   prepetition secured lenders; and

* the responding vendors are not entitled to reclaim the goods
   so long as their reclamation rights remain subordinate to the
   rights of the prepetition secured lenders.

In a formal Order, Judge Lynn further ruled that the Debtors are
not estopped, judicially, equitably or otherwise, from arguing
that the goods that certain Responding Vendors seek to reclaim
were not identifiable or in the possession or control of the
Debtors on the date of receipt of the Reclamation Demand of each
Responding Vendor.

A list of the Reclamation claims that the Court declared to be
subordinate in their entirety to the Prepetition Claims is
available for free at:

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

                     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: Seeks to Access Cash Collateral Until Jan. 31
--------------------------------------------------------------
Pilgrim's Pride Corp. and its units ask the Court for authority to
extend their use of cash collateral securing their prepetition
indebtedness until January 31, 2010, and a "Termination Event" as
the term is defined in the Final DIP Order.

The use of the cash collateral, according to Martin A. Sosland,
Esq., at Weil, Gotshal & Manges, LLP, in Dallas, Texas, is
necessary to address the Debtors' working capital needs and to
fund their Chapter 11 cases.

The Debtors propose to condition the use of Cash Collateral on
the same terms as set forth in the Final DIP Order, with the
exception of changing the "Maturity Date," as defined in
Paragraph 18 of the Final DIP Order, from December 1, 2009 to
January 31, 2010.

                     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)


PRISCILLA HWANG LEE: Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Petitioner: John Lees,
                       foreign representative

Chapter 15 Debtor: Priscilla Hwang Lee, Foreign Debtor
                     aka Lee Priscilla Hwang
                     aka Priscilla Lee
                   House F., 102 Repulse Bay Road
                   Hong Kong

Chapter 15 Case No.: 09-21377

Chapter 15 Petition Date: November 24, 2009

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Chapter 15 Petitioner's Counsel: Andrew J. Gallo, Esq.
                                 Bingham McCutchen LLP
                                 One Federal St.
                                 Boston, MA 02110-1726
                                 Tel: (617) 951-8000
                                 Fax: (617) 951-8736
                                 Email: andrew.gallo@bingham.com

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

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


PROPEX INC: Court Awards $10.8 Mil. in Professional Fees
--------------------------------------------------------
The Bankruptcy Court awarded the final fee applications of five
professionals in the Chapter 11 cases of Propex Inc., totaling
$10,837,703 in fees and $593,291 in expenses:

Professional               Fee Period    Fees       Expenses
------------               ---------- ----------    --------
King & Spalding LLP        01/12/08-
                            08/24/09   $5,135,401     $352,185

Akin Gump Strauss          01/30/08-
Hauer & Feld LLP           08/28/09    3,734,996      216,065

FTI Consulting, Inc.       01/31/08-
                            03/31/09    1,825,000       21,100

Miller & Martin PLLC       06/01/09-
                            08/31/09       40,674        1,162

Baker, Donelson, Bearman,  01/31/08-
Caldwell & Berkowitz       08/31/09      101,632        2,779

The Court further awarded Akin Gump reimbursement, totaling
$49,666, for expenses incurred by The Garden City Group Inc. fro
the period from February 12, 2008 through August 28, 2009.

The Court also awarded King & Spalding LLP fees totaling $13,666
and expenses totaling $1,395 for the period from August 25 to
September 23, 2009.

FTI Consulting, Inc., financial advisor to the Official Committee
of Unsecured Creditors, submitted to the Court its first and final
fee application for the period from January 31, 2008, through
March 31, 2009.  FTI seeks payment of fees, totaling $1,825,000,
and reimbursement of expenses, totaling $21,100.

In a separate filing, Baker, Donelson, Bearman, Caldwell &
Berkowitz seeks allowance and payment of fees, totaling $101,632,
and reimbursement of expenses, totaling $2,779, for the period
from January 31, 2008, through August 31, 2009.  Baker Donelson
also seeks payment of $15,314, the unpaid portion of its approved
fees and expenses, as an administrative expense.

King & Spalding LLP, former bankruptcy counsel for the Debtors'
estates, filed with the Court a supplement to its fifth and final
fee application for the period from August 24, 2009, through
September 23, 2009.  King & Spalding supplements its Final Fee
Application, seeking payment of $13,666 in fees and $1,395 as
expense reimbursement.  King & Spalding relates that a reduction
of requested fees, totaling $1,995, is required due to a computer
error in the July 2009 invoice, which misreported the rate of
Mark Wege.

The U.S. Trustee disputes the Final and Interim Applications of
Akin, Gump, Strauss, Hauer & Feld, LLC, King & Spalding, LLP, and
Miller & Martin, PLLC, to the extent that the Applications charge
the estate for any matters relating to the drafting, discussing,
formulating, docketing, servicing, copying or appearing in Court
or any other matters relating to the Joint Liquidating Plan.

The U.S. Trustee argues that the Plan-related services rendered
by Akin Gump and Miller & Martin were more costly than achieving
the same result under a conversion of the Debtors' cases to a
Chapter 7 proceeding.  According to the U.S. Trustee, its
suggestion of a Chapter 7 conversion was ignored and counsel to
the Debtors and the Official Committee of Unsecured Creditors
chose a path that was both costly and inefficient in the Debtors'
bankruptcy proceeding.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex changed its name to Fabrics estate following the sale of
substantially all of its assets to Xerxes Operating Company, LLC,
and Xerxes Foreign Holding Corp.

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


PROPEX INC: Liquidating Trustee Begins Omnibus Claims Objections
----------------------------------------------------------------
In his First Omnibus Objection to Claims, Eugene Davis, as
liquidating trustee for and successor to Fabrics Estate Inc.,
Fabrics Estate Holdings Inc., Concrete Estate Systems Corporation,
Fabrics Estate International Holdings I Inc., and Fabrics Estate
International Holdings II Inc., disputes the allowance of seven
administrative expense claims asserted by these claimants:

Claimant                            Claim No.     Claim Amount
--------                            ---------     ------------
Internal Revenue Service               613         $5,000,000
Virginia Department of Taxation        658             12,000
Tennessee Department of Revenue        674            205,997
Southeastern Freight Lines, Inc.       656             46,232
Georgia-Pacific Corrugated LLC           1             29,567
Metropolitan Life Insurance Co.        592             79,820
CDW Corporation                         23              1,453

Mr. Davis asserts that:

  -- Claim Nos. 1 and 592 have been paid in full;

  -- Any liability with respect to Claims Nos. 613, 658, 674,
     and 656 have been assumed by Xerxes Operating Company LLC
     and Xerxes Foreign Holding Corp., pursuant to the terms of
     an Asset Purchase Agreement dated March 26, 2009; and

  -- CDW has not filed a motion with the Court requesting
     allowance of its administrative expense claim prior to the
     Administrative Bar Date.

Accordingly, Mr. Davis asks the Court to disallow the Disputed
Administrative Claims.

A detailed list of the Administrative Claims is available for
free at http://bankrupt.com/misc/Propex_1stOmnibus.pdf

In his Second Omnibus Claims Objections, Eugene Davis, as
liquidating trustee for and successor to Fabrics Estates Inc.,
Fabrics Estate Holdings Inc., Concrete Estate Systems Corporation,
Fabrics Estate International Holdings I Inc., and Fabrics Estate
International Holdings II, Inc., asks the Court to expunge 20
claims for one or more of these reasons:

  -- The Claims have been satisfied in full;

  -- The Claims have been assumed and assigned to Xerxes
     Operating Company LLC and Xerxes Foreign Holding Corp under
     a certain Asset Purchase Agreement;

  -- The Claims have been assumed by Pension Benefit Guaranty
     Corporation;

  -- The Claims do not provide sufficient documentation; or

  -- The Debtors' books and records show no liability with
     respect to the Claims.

A list of the 20 Claims to be Expunged is available for free at:

       http://bankrupt.com/misc/Propex_Omni2expunge.pdf

The Liquidating Trustee also asks the Court to reclassify six
claims, totaling approximately $60,000, as unsecured non-priority
claims.  The Trustee asserts that the Claims do not provide
supporting documents as proof for the asserted secured status.

A list of the Claims to be Reclassified is available for free at:

       http://bankrupt.com/misc/Propex_Omni2reclassify.pdf

In his Third Omnibus Claims Objection, Eugene Davis, as
liquidating trustee for and successor to Fabrics Estates Inc.,
Fabrics Estate Holdings Inc., Concrete Estate Systems Corporation,
Fabrics Estate International Holdings I Inc., and Fabrics Estate
International Holdings II, Inc., asks the Court to disallow and
expunge in their entirety approximately 100 claims asserted by
certain taxing agencies and individuals.

Mr. Davis asserts that the Claims either:

  -- have been satisfied in full;

  -- have been amended and superseded;

  -- were assumed by Xerxes Operating Company LLC and Xerxes
     Foreign Holding Corp. pursuant to a sale agreement with
     respect to the Propex Inc. assets;

  -- were assumed by the Pension Benefit Guaranty Corporation;
     or

  -- lacks sufficient documentation.

A list of the Claims to be Disallowed is available at:

         http://bankrupt.com/misc/Fabrics_3rdOmni.pdf

PROPEX BANKRUPTCY NEWS provides definitive coverage of all omnibus
claims objections filed by the Liquidating Trustee, the responses
to those objections, and the Court's order in connection with the
objections.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex changed its name to Fabrics estate following the sale of
substantially all of its assets to Xerxes Operating Company, LLC,
and Xerxes Foreign Holding Corp.

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


PROTOSTAR LTD: Satellite Asset Distribution Challenged
------------------------------------------------------
Unsecured creditors of ProtoStar Ltd. are looking to block company
lenders from getting priority in the distribution of proceeds from
a $210 million auctioned-off satellite, Law360 reports.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.  In their
petition, the Debtors listed between US$100 million and US$500
million each in assets and debts.  As of December 31, 2008,
ProtoStar's consolidated financial statements, which include non-
debtor affiliates, showed total assets of US$463,000,000 against
debts of US$528,000,000.


QUESTEX MEDIA: Has Court Nod to Sell Assets to Senior Lenders
-------------------------------------------------------------
Questex Media Group Holdings, Inc. announced November 25 that the
U.S. Bankruptcy Court for the District of Delaware has approved
the sale of its assets to a group of its senior lenders.  The sale
brings Questex to the final step in the company's balance sheet
restructuring process, which will reduce the company's overall
indebtedness and provide increased access to capital for on-going
investments and development in the business.  The Company and its
senior lenders expect to close the sale and complete the company's
emergence from Chapter 11 within days.  Questex's operations will
continue as usual through the closing of the sale and emergence.

Questex Chief Executive Officer Kerry Gumas said, "We are now
within days of emerging from Chapter 11 as a renewed company with
an improved capital structure. I want to personally thank all of
our committed employees, loyal customers and partners and our
senior lenders for their commitment and support through the
restructuring process. We have continued to produce our market-
leading publications, digital media and events without
interruption and we look forward to moving ahead as a stronger
company able to invest in the future."

                        About Questex Media

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Debtors' investment
bankers are Miller Buckfire & Co., LLC.  The First Lien Steering
Committee is being advised by legal counsel, Weil, Gotshal &
Manges LLP; and investment bankers Imperial Capital, LLC.  The
Company says it has assets of $299 million against debts of $321
million as of the filing of its petition.


RANCHER ENERGY: Gets Interim OK to Access GasRock Cash Collateral
-----------------------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado authorized, on an interim basis, Rancher
Energy Corp. to:

   -- use cash securing repayment of loans with GasRock Capital
      LLC until December 8, 2009;

   -- grant adequate protection to GasRock Capital.

A second interim hearing on the Debtor's cash collateral motion is
scheduled for December 7, 2009, at 11:00 a.m. (mountain time.)

GasRock Capital LLC asserts first priority liens on substantially
all prepetition assets of the Debtor.

As reported in the Troubled Company Reporter on Nov. 9, 2009, the
Debtor said that based on the value of its assets, GasRock is
over-secured in the amount of no less than $3 million.

The Debtor intends to use the cash on hand and cash flow from
production to pay pre-petition wages and salaries of employees and
post-petition wages and salaries to approved professionals and
operating expenses.

The TCR also reported that as adequate protection, GasRock is
granted, among other things:

     -- a replacement lien on all postpetition accounts
        receivable; and

     -- adequate insurance coverage on personal property assets.

The Debtor's authority to use cash collateral will terminate on
December 8, 2009, or on the occurrence of a termination event.

                      About Rancher Energy

Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka
Metalix, Inc., develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


RAYMOND CHO-MIN LEE: Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Petitioner: John Lees,
                       foreign representative

Chapter 15 Debtor: Raymond Cho-Min Lee, Foreign Debtor
                     aka Lee Raymond Cho-Min
                     aka Lee Cho-Min Raymond
                     aka Raymond Lee
                   House F., 102 Repulse Bay Road
                   Hong Kong

Chapter 15 Case No.: 09-21367

Chapter 15 Petition Date: November 24, 2009

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Chapter 15 Petitioner's Counsel: Andrew J. Gallo, Esq.
                                 Bingham McCutchen LLP
                                 One Federal St.
                                 Boston, MA 02110-1726
                                 Tel: (617) 951-8000
                                 Fax: (617) 951-8736
                                 Email: andrew.gallo@bingham.com

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

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


READER'S DIGEST: Bankruptcy Court to Approve Plan Outline
---------------------------------------------------------
U.S. Bankruptcy Judge Robert Drain said he will approve the
disclosure statement explaining the proposed Chapter 11 plan of
reorganization of Reader's Digest Association Inc., subject to
some revisions.  According to Bloomberg News, changes requested by
the judge include wording that would outline the maximum pay for
some executives.

"I believe it is worthwhile to have the plan go out for a vote,"
Judge Drain said at a hearing Tuesday.

With the approval, the Debtors can send the Plan to creditors
for voting, and can step through the judge that it has complied
with the statutory requisites for plan approval under 11 U.S.C.
Sec. 1129 at the confirmation hearing, which is scheduled for
January 15.

Absent any modifications, the Plan would reduce funded debt by 75%
to $555 million while providing a 53% to 63% percent recovery to
first-lien lenders owed $1.65 billion by giving them a new $300
million second-lien loan and all the new stock.  Holders of
unsecured trade claims will receive full recovery.  Other general
unsecured creditors are to receive a 2.5% to 2.7% recovery from a
$3 million cash reserved for their $115 million in claims.

Clean and blacklined copies of the Second Amended Plan and
Disclosure Statement are available for free at:

  http://bankrupt.com/misc/RDA_2ndAmended_Plan_Blacklined.pdf
  http://bankrupt.com/misc/RDA_2ndAmended_DS_Blacklined.pdf

            Objections to the Disclosure Statement

Various parties submitted objections both to the Plan and the
Disclosure Statement.  The judge, however, only considered
objections to the adequacy of the information in the Disclosure
Statement and set aside plan confirmation objections for the
confirmation hearing.

The U.S. Trustee, an arm of the Justice Department, had argued the
plan didn't give legal justification for releasing certain people
from lawsuits, claims for damages or other liabilities.

A group of retirees objected that their maximum recovery of
2.7% on their claims was unfair, since most trade creditors are
being fully repaid.  "While courts have upheld separate
classification and treatment of unsecured creditors, where the
debtor proves that there is a legitimate business reason
supporting the classification, the extent of the unfair
discrimination in the Plan is massive, and the treatment of
unsecured creditors is grossly disproportionate, especially where
the Debtors have offered no proof that the treatment is necessary,
legitimate business reason supporting the classification, the
extent of the unfair discrimination in the Plan is massive, and
the treatment of unsecured creditors is grossly disproportionate,
especially where the Debtors have offered no proof that the
treatment is necessary," The RD Retirees Group complained.
The RD Retirees Group represents about 300 employees, including
executives and directors, whose stakes in retirement plans were
classified as unsecured claims.

The Official Committee of Unsecured Creditors complained that the
plan process "continue to be on the bullet train of self-imposed
timetables."  It noted that the January confirmation hearing
pursued by the Debtors is three months ahead of the deadline
provided by the prepetition restructuring agreement with lenders,
which is the backbone of the Plan.  "Like the Red Ball Express,
the Debtors intend to flatten all in their way, and steamroll any
good faith effort by, among others, an estate fiduciary that
attempts to slow the train of self- propelled emergence to examine
a plan pursuant to which Ripplewood and the Debtors' other
shareholders, who acquired their interests in a leveraged buyout
just two and half . . .  years ago, will receive broad releases
under the Plan for no identifiable contribution," the Committee
said. "To add insult to injury, in addition to these extremely
broad (and the Committee would submit impermissible) releases, the
same shareholders will also receive broad indemnification
protections."

The Bank of New York Mellon, indenture trustee with respect to 9%
senior subordinated notes due 2017, in the principal amount of
$600 million, and which asserts $628.2 million in unsecured claims
on account of the notes, says the Plan is "patently uncomfirmable"
as it would discriminate between three classes of unsecured
creditors, each with the same legal entitlement to recovery in the
cases -- Class 4 would receive 100% recovery in cash, Class 5
would receive a recovery of 2% to 3%, and Class 6 would receive
nothing.

         No Meaningful Recovery for Unsec. Creditors

In response to the objections, by unsecured creditors, Reader's
Digest said, "With approximately $1.645 billion of prepetition
secured debt (and new debtor-in-possession financing of $150
million) and an enterprise valuation of approximately $975 million
($1.05 billion on the high end), however, the reality of these
cases is inescapable: under any reasonable metric, the value of
the Debtors' business does not support a meaningful recovery to
unsecured creditors," James H.M. Sprayregen P.C., Esq., at
Kirkland & Ellis LLP, in New York, told Judge Drain.

Although the Debtors are sympathetic to the challenges faced by
the Official Committee of Unsecured Creditors, Mr. Sprayregen
contended that the Committee fails to establish any legitimate
grounds to delay solicitation of the proposed Plan.  Among other
things, the Debtors argued that:

  -- unresolved objections to the adequacy of the Disclosure
     Statement are without merit and should be overruled;

  -- premature Plan confirmation objections should not be
     considered at this time;

  -- the Plan does not discriminate unfairly in respect of
     unsecured creditors or violate the "gifting" doctrine;

  -- the Plan Releases are narrowly tailored, appropriate for
     the Chapter cases and permissible under applicable law; and

  -- objections to distributions related to proceeds from
     avoidance action are misplaced and should be overruled.

                           *     *    *

Judge Drain overruled the retirees' objections, saying they could
be brought again at the January 15 confirmation hearing.

ank of New York Mellon Corp. withdrew its objection.  A trustee
for Reader's Digest's pensions also withdrew its objection that
the company's plan didn't disclose foreign pension obligations.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Files 2nd Amended Reorganization Plan
------------------------------------------------------
The Reader's Digest Association, Inc., and its debtor affiliates
delivered to Judge Robert Drain of the U.S. Bankruptcy Court for
the Southern District of New York their Second Amended Joint Plan
of Reorganization and accompanying Disclosure Statement on
November 20, 2009.  The Disclosure Statement Hearing is continued
to November 24, 2009, at 2:30 p.m.

On that same day, the Court commenced a hearing to consider the
adequacy of Disclosure Statement.  The Debtors, the Official
Committee of Unsecured Creditors and The Readers' Digest Retiree
Group previously agreed to move the originally set November 5
Disclosure Statement Hearing to November 20.  The Debtors have
also filed with the Court an amended proposed order approving the
adequacy of the Disclosure Statement.   A full-text copy of the
Proposed Order is available for free at:

   http://bankrupt.com/misc/RDA_Proposed_Order_DS_111609.pdf

In the event the Disclosure Statement is approved on or before
November 30, 2009, the Confirmation Hearing will commence on
January 15, 2010.  Plan confirmation objections are due on
December 30, 2009.

                      Treatment of Claims

Payment of statutory fees for the U.S. Trustee is added in the
Debtors' treatment of claims and interests under the Second
Amended Plan.   The Debtors will pay all of the U.S. Trustee's
quarterly fees under Section 1930(a)(6) of the Judicial and
Judiciary Procedures Code, plus interest due and payable on all
disbursements, including Plan payments and disbursements in and
outside the ordinary course of the Debtors' businesses, until the
entry of a Final Order, dismissal of the Chapter 11 Cases or
conversion of the Chapter 11 Cases to cases under Chapter 7 of the
Bankruptcy Code.

Pursuant to the Second Amended Plan, Holders of Allowed Class 4
Unsecured Claims Related to Operations are not entitled to
postpetition interest, late fees or penalties on account of the
Claims.

Holders of Class 6 Senior Subordinated, who vote in favor of the
Plan and are either (i) an "Accredited Investor" or (ii) a
"Qualified Institutional Buyer," as the terms are defined by Rule
501 of Regulation D promulgated under the Securities Act and by
Rule 144A promulgated under the Securities Act, are eligible to
participate in the Rights Offering.  No other distributions will
be made to Class 6 under the Plan.  Class 6 is impaired and
entitled to vote to accept or reject on the Plan.

To the extent any Class 10 Intercompany Claims are compromised, in
no event will the beneficiary receive less than it would have
received if it were a Class 5 Other General Unsecured Claim.  The
Debtors estimate that the aggregate amount of Allowed Intercompany
Claims was approximately $70 million as of the Petition Date.

The Second Amended Plan reveals that the Debtors' investment
bankers are in the process of exploring potential opportunities to
refinance.

                     Compensation Programs

The Creditors' Committee argues that the Debtors should provide
the terms of the proposed Management Incentive Plan, the Variable
Compensation Plan and the Enterprise Value Maximization Plan
immediately so that all voting constituencies have an ample
opportunity to review.  The Debtors say they will disclose the
terms of the proposed Management Incentive Plan, the Variable
Compensation Plan and the Enterprise Value Maximization Plan by
filing the plans in the Plan Supplement.  The Plan Supplement will
be filed no later than 19 days prior to the Voting Deadline.  The
Debtors submit that this provides ample opportunity for voting
constituencies to review prior to voting to accept or reject the
Plan.

Reader's Digest sponsors The Reader's Digest Association, Inc.
Retirement Plan, which is a defined benefit pension plan in which
most domestic employees of the Debtors are entitled to
participate.  As of June 30, 2009, the estimated projected benefit
obligation under the Retirement Plan was $406 million and the
estimated market value of assets was approximately $510 million.
As of the Petition Date, the Debtors assure the Court and parties-
in-interest that the Retirement Plan was over-funded and the
Debtors do not owe any prepetition amounts on account of the plan.

                 Pension of Foreign Affiliates

Certain of the Debtors' foreign Affiliates sponsor pension plans
in their respective jurisdictions.  In certain jurisdictions, the
plans are severely underfunded.  For instance, the Debtors reveal,
the pension plan sponsored by The Reader's Digest Association
Limited, a non-Debtor foreign subsidiary, had an estimated deficit
of approximately GBP109 million or US$181.9 million as of
March 31, 2009, which deficit may have increased since then.  The
Debtors dispute that any basis exists for the United Kingdom
regulatory authorities to exercise their extraterritorial
jurisdiction to seek contribution or financial support from any of
the U.S. Debtors or their non-Debtor foreign subsidiaries outside
the United Kingdom.  To the extent claims are validly asserted
against any of the U.S. Debtors and are ultimately deemed allowed,
those claims could substantially dilute recoveries in Class 5
Other General Unsecured Claims.

The Debtors received a preliminary letter dated October 30, 2009,
providing notice that the UK Pension Regulator is currently
investigating whether to commence regulatory action seeking a
Financial Support Direction under Section 43 of the Pensions Act
2004 against Reader's Digest and certain of its affiliates, some
of which are also Debtors in the Chapter 11 cases.  The Debtors
say that they have looked into the factual circumstances that
would give rise to the kind of moral hazard claims that applicable
pension authorities could bring, and do not believe it would be a
reasonable exercise of the power to bring the Claims or Causes of
Action in light of the relevant factual matrix.

Because the Debtors believe that the potential liability of the
U.S. parent related to the underfunded assets in the U.K. Pension
scheme is remote, the Debtors do not expect valid claims against
any of the U.S. Debtor entities that would substantially dilute
recoveries to general unsecured claims in Class 5.

                        Debtor Releases

The Debtor Releases section under the Second Amended Plan is
modified to add the Debtors' assertion regarding the importance of
the proposed releases.  The Debtors believe that the releases of
the Released Parties are critically important to the success of
the Plan, which embodies the settlement of certain claims with the
Debtors' primary stakeholders and reflects and implements the
concessions and compromises made by the parties to the
Restructuring Support Agreement.

The Debtors contend that each of the Released Parties afforded
value to the Debtors and aided in the reorganization process.
They Debtors add, among other things, that the Released Parties
played an integral role in the formulation of the Plan and have
expended significant time and resources analyzing and negotiating
the issues presented by the Debtors' prepetition capital
structure.

A subsection is also added providing that nothing in the
Confirmation Order or the Plan will effect a release of any Claim
by the United States Government or any of its agencies or any
state and local authority whatsoever, including any Claim arising
under the Internal Revenue Code, the environmental laws or any
criminal laws of the United States or any state and local
authority against the Released Parties.

                       Other Provisions

A subsection is added to the Second Amended Plan regarding
delivery of distributions to Holders of Allowed Claims.

The Creditors' Committee argues that based on the valuation of the
Reorganized Debtors and the Debtors' Business Plan, the Debtors
have most likely been undervalued in the Plan.  The Debtors,
however, stand by the valuation.

Clean and blacklined copies of the Second Amended Plan and
Disclosure Statement are available for free at:

  http://bankrupt.com/misc/RDA_2ndAmended_Plan.pdf
  http://bankrupt.com/misc/RDA_2ndAmended_Plan_Blacklined.pdf
  http://bankrupt.com/misc/RDA_2ndAmended_DS.pdf
  http://bankrupt.com/misc/RDA_2ndAmended_DS_Blacklined.pdf

                    Plan-Related Deadlines

Pursuant to an agreed order signed by Judge Drain, these deadlines
will apply to discovery relating to the Plan:

  -- all demands for written discovery and deposition notices
     for fact and expert witnesses must be served by
     November 13, 2009;

  -- all parties will exchange expert reports and provide
     available dates of experts for depositions no later than
     November 25, 2009;

  -- all depositions of fact witnesses must be completed by
     December 14, 2009;

  -- all depositions of expert witnesses must be completed by
     December 18, 2009;

  -- parties will not prepare or exchange rebuttal expert
     reports; and

  -- all parties will exchange exhibit lists, final witness
     lists and deposition designations by January 8, 2010.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


REFCO INC: LLC Trustee Seeks Final Allowance Of $28MM Commission
----------------------------------------------------------------
Albert Togut asks Judge Robert D. Drain of the United States
Bankruptcy Court for the Southern District of New York to award
him a statutory commission in the amount of $28 million for
services he rendered and to be rendered as the Chapter 7 trustee
for the estate of Refco LLC.

In a 104-page application filed with the Court, Mr. Togut
explains that as Chapter 7 Trustee, his goal is to marshal and
distribute to creditors the maximum possible amount of money.  He
notes that he had to work fast to keep Refco LLC together for its
sale as a going concern by operating the LLC business after the
sale of assets to Man Financial Inc., and time and again, brought
a businessman's approach and skills to solving the many problems
presented in the administration of the LLC estate.  Mr. Togut
adds that he has managed the bankruptcy estate of one of the
biggest futures commission merchants in the world.

Section 326 of the Bankruptcy Code provides for payment of a
percentage commission, rather than an hourly fee, to give a
bankruptcy trustee an incentive to collect every last possible
dollar, Mr. Togut relates.

The direct creditors of Refco LLC were paid in full more than two
years ago and on top of that, the other Refco entities have been
paid more than $800 million, including $120 million on account of
the Credit Line Loan owed to Refco Capital LLC, Mr. Togut points
out.

Mr. Togut notes that these distributions, totaling
$4,336,900,000, have been made through September 30, 2009:

  Customer Securities                     $2,598,900,000
  Customer Cash                              204,800,000
  Customer Name Securities                   589,000,000
  Intercompany Claim Payments                655,900,000
  RCC Credit Line Loan Payment               120,600,000
  Executory Contract Cure Payments            39,000,000
  Rogers Claim Settlement                     30,000,000
  Sale Proceeds to Other Refco Entities       33,800,000
  Rent                                        10,500,000
  Other Operating Expenses                    10,200,000
  Prepetition Vendor Claims                   14,200,000
  Professional Fees                           24,300,000
  Trustee Bond Premium                         4,200,000
  Omni Claims Management                         700,000

Mr. Togut emphasizes that upon his appointment as Chapter 7
Trustee, he, among other things:

  -- tracked down and took possession of significant assets of
     the Chapter 7 Debtor's estate, invested the estate's funds
     safely and at minimal cost while earning a higher rate of
     interest, and negotiated with Citibank, N.A., the
     depository holding the estate's funds, to obtain highly
     favorable treatment of the estate's cash, and obtained
     unique concessions;

  -- implemented a comprehensive strategy for addressing claims
     against Refco LLC;

  -- investigated customer claims that had been asserted against
     the Chapter 7 Debtor's estate, and examined the appropriate
     treatment of the claims;

  -- entered into compromise resolving approximately $3 billion
     in claims against the Chapter 7 Debtor for almost two-
     thirds less than their asserted amount and paved the way
     for 100% distributions to all holders of timely filed non-
     affiliate claims against Refco LLC; and

  -- reviewed and analyzed more than 800 executory contracts,
     including 750 broker agreements, to which Refco LLC was a
     party.

According to Mr. Togut, at his own expense, he retained "the most
qualified, independent experts" to review his application for
compensation.  Specifically, he engaged the services of (i) Jerry
Patchan, a former bankruptcy judge and national director of the
United States Trustee Program who served as the chairman of the
Fee Committee in the cases of Enron Corp., and (ii) John Silas
Hopkins III, a partner with large law firms in Boston and
Cleveland, to review his work to determine an appropriate
compensation allowance.

In an expert report on the Togut Application, Messrs. Patchan and
Hopkins unanimously opined, based on their independent judgment,
that "it is entirely appropriate that Mr. Togut be compensated
for his services as trustee in this case in an amount
substantially in excess of the figure produced by multiplying his
recorded hours by his regular hourly billing rates."

Messrs. Patchan and Hopkins specified that in the analysis of Mr.
Togut's commission, they engaged:

  (i) the "traditional approach" of examining the time
      reasonably required, an appropriate hourly rate for
      services of the quality performed, and adjustment
      for performance and results either above or below the
      level expected of a trustee at that hourly rate; and

(ii) the "commission approach" prescribed by the amendments to
      Chapter 7 Trustee compensation pursuant to the Bankruptcy
      Abuse Prevention and Consumer Protection Act of 2005.

Messrs. Patchan and Hopkins have also taken into account the
"unique estate augmentations" produced by the Trustee's
extraordinary reduction of expenses of administration through
innovative and unique techniques.

"In performing a compensation analysis we are acutely aware that
the statutory standard involves a judgment that will almost
invariably result in a range of figures rather than a single
figure," Messrs. Patchan and Hopkins contended.

"A reasonable commission for the services of Mr. Togut as Chapter
7 Trustee, without regard to any element of bonus, would be
within the range from $14,560,000 to $28,331,250.  The commission
approach, as modified, which should be weighted more heavily,
yields a figure of $28,331,250," Messrs. Patchan and Hopkins
reported.

A full-text copy of Mr. Togut's Application for Commission is
available for free at:

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

Messrs. Patchan and Hopkins' report detailing their review and
recommendation relating to Mr. Togut's Application is available
for free at http://bankrupt.com/misc/Patchan&HopkinsReport.pdf

The Court will convene a hearing on December 16, 2009, to
consider approval of Mr. Togut's Application.  Objections, if
any, must be filed by December 11.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Plan Admin. Wants June Claims Objection Deadline
-----------------------------------------------------------
The Plan Administrators of Refco, Inc., and its affiliates ask
the Court to further extend the deadline within which they may
file objections to general prepetition and administrative claims,
through and including June 7, 2010.

The current Claims Objection Deadline will expire on December 5,
2009.

Steven Wilamowsky, Esq., at Bingham McCutchen, LLP, in New York,
relates that the Plan Administrators have made great strides
toward the resolution of claims in Refco's Chapter 11 cases.  He
specifies that more than 14,700 filed claims, in addition to more
than 8,300 unfiled claims, have been addressed by orders of the
Court or voluntary withdrawal.  In addition, approximately 61
claims are currently the subject of objections or other responses
and requests pending before the Court and should therefore, be
subject to prompt resolution, he notes.

According to Mr. Wilamowsky, approximately four "unobjected-to
claims" remain outstanding for resolution, of which the Plan
Administrators have completed an initial level of analysis.  The
Claims remain outstanding pending (1) analysis of potential
avoidance issues, (2) current ongoing or proposed settlement
discussions, or (3) current ongoing arbitration proceedings.

In addition, the Plan Administrators believe that all
administrative claims have been resolved.  However, they seek to
further extend the Administrative Claims Objection Deadline in
the event not all administrative claims have been fully resolved.
The Plan Administrators aver that an extension of the Claims
Objection Deadline will afford them sufficient time to analyze
potential avoidance issues, complete pending or proposed
settlement discussions, and avoid inadvertent allowance of an
invalid claim or administrative expense by lapse of time.
Extending the Claim Objection Deadline is not sought for purposes
of delay and will not prejudice any claimants because the
claimants will retain any substantive defenses to any claim
objections that are filed, the Plan Administrators maintain.

Judge Drain will convene a hearing on December 4, 2009, to
consider the Debtors' request.  Objections, if any, must be filed
on or before December 4.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Stipulation Resolving Refco LLC Trading Accounts Issues
------------------------------------------------------------------
In October 2002, Refco LLC sued Nicholas Avello, NTA, Inc., and
certain other parties before the Circuit Court of Cook County, in
a proceeding entitled Refco, LLC v. Risk Management Int'l, et
al., in which LLC sought to recover certain unpaid debit balances
from the Defendants in connection with their commodity trading
accounts.

The Defendants thereafter commenced arbitration proceedings
against Refco LLC before the National Futures Association,
asserting certain claims against Refco LLC relating to their
commodity trading accounts.  However, by virtue of the Refco
LLC's Chapter 7 filing, the Litigation was stayed.  Subsequent to
the Court's modification of the automatic stay in February 2007,
the Court proceeded litigating the NFA Arbitration Proceedings
and, thereafter, denied the Defendants' request.

Upon engaging in negotiations, the Chapter 7 Trustee and the
Defendants reached a resolution to their claims pursuant to a
settlement agreement under Rule 9019 of the Federal Rules of
Bankruptcy Procedure.  The Settlement Agreement essentially
provides that:

  (a) the Chapter 7 Trustee will withdraw and dismiss with
      prejudice all claims asserted against the Defendants in
      the Litigation, and the Defendants will withdraw and
      dismiss with prejudice, all claims asserted against the
      Chapter 7 Trustee in the Litigation and the arbitration
      proceedings; and

  (b) with the exception of any claim to enforce the settlement
      payment or any other provision of the Settlement
      Agreement, the Chapter 7 Trustee and the Defendants will
      exchange mutual releases.

Vincent E. Lazar, Esq., at Jenner & Block LLP, in Chicago,
Illinois, relates that although Refco LLC has asserted claims
against the Defendants, the Defendants have also asserted claims
against the Debtor.  Thus, it is possible that continued
litigation of the claims could result in an outcome less
favorable than the "walkaway" deal set forth under the Settlement
Agreement.

In addition, the litigation necessary to resolve the claims
asserted by the Chapter 7 Trustee and the Defendants would
require additional attorney time and could involve extensive and
expensive discovery and preparation, Mr. Lazar points out.  He
avers that the Settlement is in the best interests of the Chapter
7 Debtor's creditors as it will avoid unnecessary delay and
uncertainty caused by continuing the Litigation.

The Chapter 7 Debtor asks the Court to approve its stipulation
with the Avello Defendants.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


RENEE FERESI: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Renee Feresi
        1072 Dover Ln
        Ventura, CA 93001

Bankruptcy Case No.: 09-14950

Chapter 11 Petition Date: November 24, 2009

Court: United States Bankruptcy Court
       Wester Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: James G. Allen, Esq.
                  275 E Hillcrest 105
                  Thousand Oaks, CA 91360
                  Tel: (818) 735-7000

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

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

According to the schedules, the Company has assets of $6,068,137
and total debts of $591,434.

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

            http://bankrupt.com/misc/cacb09-14950.pdf


RENT-A-CENTER INC: Moody's Upgrades Corp. Family Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service upgraded Rent-a-Center, Inc.'s,
Corporate Family Rating to Ba2 from Ba3.  In addition, Moody's
upgraded the company's senior secured bank ratings to Ba1 (LGD 2,
25%) from Ba2 (LGD 3, 39%).  Moody's also affirmed the company's
Ba3 Probability of Default Rating and assigned new ratings to the
extended portion of the company's bank credit facilities.  The
outlook is stable.

Ratings upgraded are:

  -- Corporate Family Rating to Ba2 from Ba3

  -- $400 million guaranteed senior secured revolver, due
     7/13/2011, to Ba1 (LGD 2, 25%) from Ba2 (LGD 3, 39%)

  -- $725 million guaranteed senior secured term loan B, due
     6/30/2012, to Ba1 (LGD 2, 25%) from Ba2 (LGD 3, 39%)

  -- $200 million guaranteed senior secured term loan A, due
     6/20/2011, to Ba1 (LGD 2, 25%) from Ba2 (LGD 3, 39%)

Ratings assigned;

  -- $400 million guaranteed senior secured revolver, due
     9/30/2013, rated Ba1 (LGD 2, 25%)

  -- $82.5 million guaranteed senior secured term loan A, due
     9/30/2013, rated Ba1 (LGD 2, 25%)

  -- $284.1 million guaranteed senior secured term loan B, due
     3/31/2015, rated Ba1 (LGD 2, 25%)

                         Ratings affirmed

  -- Probability of Default ratings of Ba3

The outlook is stable.

The ratings upgrade is primarily driven by Moody's increasing to
65% its assumed family recovery rate in the event of default from
its prior 50% assumption.  This change was prompted by changes in
the company's capital structure -- including the repayment of
$300 million in senior unsecured debt.  This leaves the company
with an all-bank capital structure.  "The action also recognizes
that the company has improved its debt protection metrics despite
weaker operating performance as it has materially reduced its debt
levels" stated Bill Fahy, Senior Analyst.

The Ba2 Corporate Family Rating reflects RCII's reasonable debt
protection measures, adequate liquidity, and leading position in
the consumer rent-to-own industry.  However, credit concerns
include deterioration in operating performance due in part to
RCII's challenges in adapting to the recent shift in its customer
base and product mix.  Moody's also remain concerned about pending
legislation, such as the Consumer Finance Protection Act which
could have an impact on RCII's business model.

The stable outlook reflects Moody's expectation that debt
protection metrics will continue to improve despite weaker
operating performance as management continues to focus on debt
reduction.  The outlook also reflects Moody's view that liquidity
will remain adequate.

The affirmation of the Ba3 Probability of Default rating reflects
RCII's repayment of its $300 million senior unsecured bonds
resulting in an all first lien bank capital structure and Moody's
use of a 65% versus a 50% family recovery rate.

Moody's also assigned new ratings to the extended portion of the
company's proposed amended and extended credit facility.  The
portion of the facilities not being extended will be adjusted to
reflect the reduced amounts outstanding.

Moody's last rating action for RCII occurred on October 4, 2006,
when the company's Corporate Family Rating was downgraded to Ba3
from Ba2 with a stable outlook.

Rent-A-Center, Inc, with headquarters in Plano, Texas operates the
largest chain of consumer rent-to-own stores in the U.S. with
3,004 company operated stores located in the U.S., Canada, and
Puerto Rico.  Rent-A-Center also franchises 213 rent-to-own stores
that operate under the "ColorTyme" banner.  Annual revenues are
approximately $2.8 billion.


REVLON INC: RCPC Unit Completes 9-3/4% Senior Notes Offering
------------------------------------------------------------
Revlon Consumer Products Corporation, Revlon, Inc.'s wholly owned
operating subsidiary, successfully completed on November 23, 2009,
its offering, pursuant to an exemption from registration under the
Securities Act of 1933, as amended, of $330,000,000 aggregate
principal amount of 9-3/4% Senior Secured Notes due 2015.

The 9-3/4% Senior Secured Notes were priced on November 13, 2009
and were issued to investors at a price of 98.900%.

The 9-3/4% Senior Secured Notes were issued pursuant to an
Indenture, dated as of November 23, 2009, by and among RCPC,
Revlon, Inc., RCPC's domestic subsidiaries, which also currently
guarantee RCPC's Term Loan Agreement and Multi-Currency Credit
Agreement and U.S. Bank National Association, as trustee.  The
Guarantors have issued guarantees of RCPC's obligations under the
9-3/4% Senior Secured Notes and the Indenture on a senior secured
basis.  The 9-3/4% Senior Secured Notes and the Guarantees are
secured pursuant to a Second Amended and Restated Pledge and
Security Agreement, dated as of November 23, 2009, by and among
RCPC, the Guarantors and Citicorp USA, Inc. (as collateral agent).
The holders of the 9-3/4% Senior Secured Notes and the Guarantees
will have certain registration rights pursuant to a Registration
Rights Agreement, dated as of the Closing Date, by and among RCPC,
the Guarantors and Citigroup Global Markets Inc., Banc of America
Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan
Securities Inc. as representatives of the several initial
purchasers.

The 9-3/4% Senior Secured Notes will mature on November 15, 2015.
Interest on the 9-3/4% Senior Secured Notes will accrue at 9-3/4%
per annum, paid every six months on May 15 and November 15, with
the first interest payment due on May 15, 2010.

The 9-3/4% Senior Secured Notes and the Guarantees will be
secured:

     -- together with the Multi-Currency Secured Obligations (on
        an equal and ratable basis), by a second-priority lien on
        the collateral that is subject to a first-priority lien
        securing the obligations under RCPC's bank term loan
        agreement and other permitted liens; and

     -- by a third-priority lien on the collateral that is subject
        to a first-priority lien securing the obligations under
        RCPC's bank revolving credit agreement, a second-priority
        lien securing the Term Loan Secured Obligations and other
        permitted liens.

Additional discussion on the 9-3/4% Senior Secured Notes due 2015
is available at no charge at http://ResearchArchives.com/t/s?4a66

                           About Revlon

Based in New York, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and beauty care products company.  The Company's vision is to
provide glamour, excitement and innovation to consumers through
high-quality products at affordable prices. Websites featuring
current product and promotional information can be reached at
http://www.revlon.com/ http://www.almay.com/and
http://www.mitchumman.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), ColorSilk(R), Mitchum (R),
Charlie (R), Gatineau(R) and Ultima II (R).

At September 30, 2009, Revlon had $802.0 million in total assets
against total current liabilities of $315.2 million, long-term
debt of $1.147 billion, long-term debt - affiliates of
$107.0 million, long-term pension and other post-retirement plan
liabilities of $209.3 million, other long-term liabilities of
$66.1 million, resulting in $1.04 billion in stockholders'
deficiency.  At September 30, 2009, the Company had a liquidity
position of $173.2 million, consisting of cash and cash
equivalents (net of any outstanding checks) of $59.7 million, as
well as $113.5 million in available borrowings under the 2006
Revolving Credit Facility.


ROCK-TENN CO: S&P Raises Corporate Credit Rating From 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Rock-Tenn Co. to 'BBB-' from 'BB+'.  At the same time,
S&P removed all ratings from CreditWatch, where they were placed
with positive implications on Nov. 12, 2009.  The outlook is
stable.

S&P also affirmed the 'BBB-' issue-level rating on the company's
secured bank credit facilities and raised the issue-level ratings
on the company's secured notes due 2011 and 2013 to 'BBB-', the
same as the corporate credit rating, from 'BB+'.  In addition, S&P
raised the rating on the company's senior unsecured notes due 2016
to 'BB+' from 'BB-'.  The unsecured notes are rated one notch
below the corporate credit rating because the amount of priority
liabilities that rank ahead of the notes exceeds S&P's threshold
for notching issue ratings under its corporate ratings criteria
for investment-grade companies.  With the upgrade to investment
grade, S&P also withdrew all recovery ratings.

"The upgrade recognizes the company's good track record of
steadily reducing debt following sizable acquisitions and improved
cash flow levels," said Standard & Poor's credit analyst Andy
Sookram.

The stable outlook reflects S&P's expectation that, despite its
assumptions for rising input costs in the next few quarters, the
company's good product mix, improved operating margins, and good
cash flow levels should allow Rock-Tenn to maintain credit
measures consistent with the 'BBB-' rating.  S&P's rating and
outlook incorporate a 2% increase in revenues, but a 15% drop in
EBITDA due to cost pressures.  Specifically, S&P expects adjusted
debt to EBITDA will likely be below 3x, with FFO to debt of about
25%.  S&P's ratings also factor in its view that Rock-Tenn will
maintain a financial policy consistent with an investment-grade
rating.

S&P could lower the ratings if the company's credit measures
weaken from current levels as a result of weaker-than-expected
operating performance or a more aggressive financial policy
relative to shareholder returns or growth initiatives.
Specifically, this could occur if EBITDA declines by more than 30%
and debt to EBITDA is above 3.5x on a sustained basis.

S&P could raise the ratings if market conditions improve more than
S&P expects, resulting in meaningfully higher sales volume and
selling prices, which more than offset input cost pressures,
resulting in debt to EBITDA of around 2x and FFO to debt of over
35% on a sustained basis.


ROOSEVELT LOFTS: BoA Wants Chapter 11 Case Terminated
-----------------------------------------------------
Eric Richardson at blogdowntown.com says that Bank of America
asked a federal court judge to end the Chapter 11 reorganization
of Roosevelts Loft, a move that would allow the bank to foreclose
its $80 million loan on a property.

Mr. Richardson adds the bank is also asking to end the company's
request to sell units.

The bank said the court should not allow the company's case to
linger at the expense of creditors, Mr. Richardson notes.

Based in Los Angeles, California, Roosevelt Lofts LLC is a luxury
condominium project in downtown Los Angeles.  The company filed
for Chapter 11 protection on April 13, 2009 (Bankr. C.D. Calif.
Case No. 09-14214). David L. Neale, Esq., at Levene Neale Bender
Rankin & Brill LLP, represents the Debtor.  In its petition, the
Debtor listed assets of between $100 million and $500 million, and
debts of between $50 million and $100 million.


ROTHSTEIN ROSENFELDT: Scott Rothstein Loses Law License
-------------------------------------------------------
According to Miami Herald, the Florida Supreme Court entered a
one-page order disbarring Scott Rothstein.  Mr. Rothstein, 47, had
voluntarily submitted paperwork to the Florida Bar to surrender
his law license earlier this month after news broke of his alleged
fleecing of investors in his legal-settlement deals.

Scott Rothstein, co-founder to Rothstein Rosenfeldt, has been
suspected of running a multimillion-dollar Ponzi scheme.  U.S.
authorities claimed in a civil forfeiture lawsuit filed Nov. 9
that Mr. Rothstein, the firm's former chief executive officer,
sold investments in non-existent legal settlements.  Mr. Rothstein
hasn't been charged criminally by U.S. authorities, who continue
to investigate the case.

Miami Herald says in a separate report that the Florida Bar has
opened investigations into four attorneys at Scott Rothstein's now
defunct law firm.  The attorneys are Stuart Rosenfeldt, cofounder
and co-owner of the Rothstein Rosenfeldt Adler law firm in Fort
Lauderdale, Russell Adler, David Boden and Grant Smith, said bar
spokesman Francine Walker.

                    About Rothstein Rosenfeldt

Creditors of Rothstein Rosenfeldt Adler PA signed a petition to
send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors say they are owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.


SAN PASQUAL: Moody's Affirms Corporate Family Rating at 'B2'
------------------------------------------------------------
Moody's Investors Service affirmed San Pasqual Casino Development
Group, Inc's ratings, including its B2 Corporate Family Rating,
while assigning a B2 rating to the company's proposed senior note
add-on issuance of $35 million due 2013.  The rating outlook is
stable.

The net proceeds from the new notes will be used to fund a portion
of a $72 million hotel project which is scheduled to open in the
first half of 2011.  The terms of the proposed issue will be
identical to the company's existing $180 million 8.0% senior notes
due 2013 which are rated B2.  In addition, the company will enter
into a 3-year $10 million senior secured term loan facility (not
rated) to fund purchase of additional new Class III slot machines.

While the add-on note issuance and the Furniture and Furniture &
Equipment term loan would increase the company's overall funded
debt by $45 million, the affirmation reflects Moody's expectation
that San Pasqual's proforma financial leverage will be consistent
with its current B2 rating.  San Pasqual's B2 CFR is also
supported by company's solid operating performance in a
challenging economic environment.  Its gaming revenues continued
to grow (though at a slower pace ) despite the impact of
recession, driven by casino expansion in the past years (including
more slot machines on the floor), continued marketing and
promotional activity and favorable competitive position in Valley
View Casino's primary market.  Although Moody's is mildly
concerned about the declining average spend per guest and eroded
margin, the guest visitation in Valley View Casino has remained
strong and the addition of more Class III machines should fuel
near-term growth.  The stable outlook anticipates that San Pasqual
will maintain a leverage ratio not exceeding 4.5 times and
adequate liquidity in the intermediate term.

Furthermore, the parity between the B2 corporate family rating and
B2 senior note rating assumes that San Pasqual will not utilize
the $20 million carve-out for senior secured debt under the
indenture in any significant manner other than $10 million senior
secured FF&E term loan.  The term loan does not contain financial
covenants and accounts less than 5% of the total debt structure.
Material amounts of senior secured debt in the capital structure
would likely result in a downward rating pressure on the senior
notes.

The rating action is:

Rating assigned:

  -- $35 million add-on 8% Senior Notes Due 2013 B2 (LGD4, 66%)

Ratings affirmed:

  -- Corporate family rating B2
  -- Probability of default rating B1
  -- $180 million 8% Senior Notes due 2013 B2 (LGD4, 66%)

Rating outlook: stable

Moody's last rating action on San Pasqual occurred on January 25,
2008 when its ratings were affirmed.

The San Pasqual Development Group, Inc., was formed under the law
of the San Pasqual Band of Mission Indians ("the Tribe") to
oversee the development, financing, construction, operation, and
management of Valley View Casino, which opened in April 2001.


SEMGROUP LP: CCAA Court Sanctions Canadian Debtors' Plans
---------------------------------------------------------
Honorable Justice B.E.C. Romaine of the Court of Queen's Bench
of Alberta, in the Judicial District of Calgary, Canada,
sanctioned on October 26, 2009, the plan of distribution of
SemCanada Energy Company, A.E. Sharp Ltd. and CEG Energy Options,
Inc.; plan of arrangement and reorganization of SemCanada Crude
Company; and plan of arrangement and reorganization of SemCanada
Crude Company pursuant to Section 6 of the Canadian Companies'
Creditors' Arrangement Act.

The CCAA Plans have been agreed to by a majority of the affected
creditors' class created under the CCAA Plans in conformity with
Section 6 of the CCAA.  A majority of the Affected Creditors
represents at least two-thirds in value of the Voting Claims of
(i) the ordinary creditors who actually voted on the resolution
approving the Plan at the Creditors' Meeting and (ii) the Secured
Lenders and the Noteholder Creditors who actually voted on the
resolution approving SemGroup, L.P., et al.'s Fourth Amended
Joint Plan of Reorganization in their Chapter 11 cases.

                          SemCAMS Plan

Under the SemCAMS Plan, New US Inter-Company Promissory Notes
will:

  (i) be deemed to evidence debt obligations of SemCAMS for the
      principal balances outstanding under SemCanada II Inter-
      Company Debt, SemCrude Inter-Company Debt and SemGroup
      Inter-Company Debt;

(ii) be issued by SemCAMS prior to the point in time in the
      U.S. Debtors' Chapter 11 cases when the U.S. Debtors
      transfer to SemGroup, L.P., all of their outstanding
      obligations related to secured claims and unsecured claims
      that are being discharged pursuant to the U.S. Debtors'
      Fourth Amended Joint Plan of Reorganization and prior to
      the amalgamation;

(iii) have a fair market value equal to its principal amount;
       and

(iv) remain outstanding after the Plan Implementation Date and
      not be compromised by the Plan.

The New US Inter-Company Promissory Notes will rank pari passu
and will be indebtedness which will, in the event of insolvency
or winding up of SemCAMS from and after the Plan Implementation
Date, be subordinate in right of payment to all obligations,
liabilities and indebtedness of SemCAMS owed to any person.

Moreover, the obligations owing to SemCAMS to SemCanada II,
SemCrude, L.P., and SemGroup with respect to unpaid interest
accruing up to and including the Plan Implementation Date
pursuant to the SemCanada II Inter-Company Debt, the SemCrude
Inter-Company Debt and the SemGroup Inter-Company Debt, will rank
pari passu, and the unpaid interest accruing up to and including
the Plan Implementation Date pursuant to the intercompany debts
will be indebtedness which will, in the event of the insolvency
and winding up of SemCAMS, be subordinate in right of payment to
all obligations owed by SemCAMS to any person.

SemCAMS is authorized to execute a SemCanada Crude Secured
Promissory Note and grant a Promissory Note Security in exchange
for receiving a SemCanada Crude Advance.  The Promissory Note
Security is subordinate to the New Company Security Agreements
and any secured granted with respect to the Second Lien Term Loan
Facility.

Pursuant to the Plan SemCAMS is authorized to undertake these
actions, including:

  * payment to Ernst & Young, LLP, the Court-appointed monitor
    of SemCanada Crude Company and its affiliates' CCAA
    proceedings from the SemCanada Crude Advance an aggregate
    amount equal to the Secured Creditors' Pool and the Ordinary
    Creditors' Pool pursuant to an irrevocable authorization and
    direction from SemCAMs;

  * make payments or establish adequate reserves to be held by
    the Monitor for any accrued amounts not yet due on behalf of
    the unaffected creditors with unaffected plan closing claims
    in full satisfaction and discharge of these claims; and

  * remittance to SemCanada Crude the outstanding amounts of all
    cash deposits or prepayments made by SemCAMs prior to the
    Plan Implementation Date with respect to:

     -- power, utilities and other supplies; and

     -- any other cash deposits or prepayments made prior to the
        Plan Implementation Date in a manner that is not
        consistent with the ordinary course of SemCAMS' business
        as conducted prior to the Petition Date.

SemCAMS will be authorized to remit to SemCanada Crude the
proceeds from the collection of the accounts receivable that are
owed to SemCAMS from inlet producers that have been outstanding
for more than 60 days as of the Plan Implementation Date after
deducting the fees and costs incurred by SemCAMS on a solicitor
and own client full indemnity basis to resolve any disputes with
respect to these accounts receivable.

After the final distribution by the Monitor to the Ordinary
Creditors, any remaining balance in the Ordinary Creditors' Pool
will be paid by the Monitor, on behalf of SemCAMS, to SemCanada
Crude as partial payment of the SemCanada Crude Secured
Promissory Note or if that promissory note has been satisfied, to
SemCanada Crude as a partial repayment of the New US Inter-
Company Promissory Notes.  Moreover, if the aggregate of all
unclaimed or uncashed distributions exceeds C$25,000, SemCAMS is
authorized to pay to SemCanada Crude as a repayment in whole or
in part of the SemCanada Crude Secured Promissory Note or if that
promissory note has been satisfied, to SemCanada Crude as a
repayment in whole or in part of the New US Inter-Company
Promissory Notes.

After the Plan Implementation Date, New Holdco will monitor the
capital structure of SemCAMS, and may cause each of its
subsidiaries to cooperate with each other in structuring,
planning or implementing any reorganization of the business,
operations, assets or shareholdings of SemCAMS to capitalize any
or all inter-company debts owing by the Company to an affiliate
other than the inter-company debts pursuant to and evidenced by
the SemCanada Crude Secured Promissory Note and
the portion of or interest in the SemCrude Promissory Note which
is assigned to SemCanada Crude.

                     SemCanada Crude Plan

Pursuant to the Plan, SemCrude Intercompany Debt will be
indebtedness which will in the event of the insolvency or winding
down of SemCAMS from and after the implementation date of the
Plan, be subordinate in right of payment to all obligations,
liabilities and indebtedness of SemCrude owed to any person.

Moreover, SemCanada Crude is authorized to effectuate these
transactions under the Plan:

(a) pay to the Monitor an amount equal to the Secured
     Creditors' Pool and the Ordinary Creditors' Pool;

(b) make payments or establish adequate reserves to be held by
     the Monitor for any accrued amounts not yet due on behalf
     of the Unaffected Creditors with Unaffected Plan Closing
     Claims, including payment of the Lenders' Secured Claim;
     and

(c) make the SemCAMS Advance to SemCAMs in exchange for the
     receipt of a SemCAMS Secured Promissory Note and a
     Promissory Note Security.

SemCanada Crude will be and is hereby deemed to:

-- reduce that portion of the principal amount outstanding under
   the SemCrude Intercompany Debt that is equal to the lesser of
   (i) the amount of the Lenders' Secured Claim and (ii) the
   principal amount outstanding under the SemCrude Intercompany
   Debt; and

-- assign to SemCanada Crude that portion of the SemCrude
   Promissory Note that is equal to the balance of the Lenders'
   Secured Claim;

in satisfaction, settlement, release and discharge of SemCanada
Crude's right of indemnity against SemCrude resulting from the
payment by the Company of the Lenders' Secured Claim in
accordance with the Plan provided that after its assignment of
that portion of the SemCanada Crude Promissory Note, the portion
held by the Company will have recourse solely to amounts to be
paid by SemCAMS pursuant to the SemCAMS Plan.

Subject to the New Lenders Credit Agreement and the New Company
Security Agreements, SemCanada Crude will not assign the SemCrude
Promissory Note to any Person without the prior consent of Bank
of America, N.A. on behalf of the Secured Lenders and unless that
Person agrees to be bound by the terms of subordination.

SemCanada Crude is authorized to execute the New Lenders Credit
Agreement and the New Company Security Agreements and to grant
the security interests contemplated by the New Company Security
Agreements, which will be subordinate to the Administrative
Charge and those amounts, if any, that are to be remitted to
BofA, on behalf of the Secured Lenders.  SemCanada Crude will be
authorized to execute the Second Lien Term Loan Facility and
related documents contemplated by the U.S Plan.

                SemCanada Energy Entities

SemCanada Energy, A.E. Sharp and CEG Energy are authorized to
take all actions necessary to effectuate their Plan of
Distribution, including:

  (a) payment to the Monitor equal to (i) the Secured Creditors'
      pool and (ii) C$2,000,000, which is to be deposited into
      the ordinary creditors' pool; and

  (b) making payments or establish adequate reserves to be held
      by the Monitor for any accrued amounts not yet due on
      behalf of the unaffected creditors with unaffected plan
      closing claims, including payment of the Lenders' Secured
      Claims in full satisfaction and release of the Unaffected
      Plan Closing Claims.

SemCanada Energy will be authorized and directed to pay Ernst &
Young Inc. as trustee C$50,000, which will be allocated by Ernst
& Young among the bankruptcy estates of SemCanada Energy, A.E.
Sharp and CEG Energy.  Only the amount of $50,000 paid by
SemCanada Energy to Ernst & Young as trustee will vest in the
trustee in bankruptcy and no other property will vest in the
trustee in bankruptcy of SemCanada Energy, A.E. Sharp and CEG
Energy.

SemCanada Energy, A.E. Sharp and CEG Energy are individually
authorized to file an assignment in bankruptcy.

In addition, each of the charges except for the administration
charge will be terminated, discharged and released on the Plan
Implementation Date solely as against the Canadian Debtors and
their present and future property.

Justice Romaine also appointed Ernst & Young Inc. as trustee in
the bankruptcy cases of the Canadian Debtors.

All Affected Claims of any nature against each of the Canadian
Debtors, including the affected claims of the Secured Lenders and
the Noteholder Creditors and the obligations under the SemCAMS
Inter-Company Debt, will be forever released.  The ability of any
person to proceed against the Canadian Debtors with respect to
any Affected Claims will be forever discharged and restrained,
and all proceeding arising from the Affected Claims are
permanently stayed, subject only to the right of Affected
Creditors to receive the distributions pursuant to the Plan in
respect of the Affected Claims.  In addition, all liens,
including all security registrations against the Canadian Debtors
will be deemed discharged and extinguished.

Moreover, upon receipt by the Monitor of the Secured Creditors'
Pool and the Ordinary Creditors' Pool, the Monitor is authorized
to hold the Secured Creditors' Pool and the Ordinary Creditors'
Pool in escrow for the benefit of the Secured Creditors and the
Ordinary Creditors.  On the Plan Implementation Date, the Monitor
will be authorized to establish and maintain a disputed claims
reserve from the ordinary creditors' pool.

Moreover, Ernst & Young will (i) act as agent to collect the
accounts receivable of the SemCanada Energy, A.E. Sharp and CEG
Energy and realize upon other property pursuant to the Plan; and
(ii) perform its obligations under the Plan to facilitate the
implementation of the Plan.  Ernst & Young as agent will remit
the net receivable proceeds to the Monitor and apply the Net
Receivable Proceeds in this manner:

(a) the ordinary creditor allocation will be deposited into the
     Ordinary Creditors' Pools, which funds will be distributed
     by the Monitor in accordance with the Plan;

(b) 80% of the Net Receivable Proceeds until the Ordinary
     Creditor Allocation has been fully funded and thus 100% of
     the Net Receivable Proceeds will be paid to BofA, on behalf
     of the Secured Lenders pursuant to the Plan; and

(c) Ernst & Young will provide BofA with periodical reports
     regarding the collection and realization of the Property,
     including the accounts receivable of SemCanada Energy, A.E.
     Sharp and CEG Energy.

Subject to further order of the Canadian Court, Justice Romaine
ruled that the stay of proceedings with respect to the Canadian
Debtors is extended through and including the Plan Implementation
Date.

The Canadian Debtors are also directed to make payments to Her
Majesty in Right of Canada or any Province with respect of Crown
Priority Claims, if any, within six months of the entry of the
Plan Sanction Order.

Moreover, Justice Romaine clarified that any rights or claims of
Bank of Montreal and its affiliates and SemCanada Energy, A.E.
Sharp and CEG Energy; SemCAMS, and SemCanada Crude Company with
respect to:

(a) the reserve held by the Monitor pursuant to a settlement
     letter date August 5, 2008;

(b) the existing deposits and future deposits in the bank
     accounts pursuant to the Settlement Agreement; and

(c) the balances in the Bank Accounts prior to 9:11 p.m. on
     July 24, 2008, to the extent of any and all setoff effected
     by Bank of Montreal with respect to the Bank Accounts and the
     International Swap Dealers Association Inc. Master Agreement
     with Seminole Canada Energy Company as of March 14, 2005;

are reserved and will not be affected by the CCAA Plans or the
Sanction Order.

Full-text copies of the Plan Sanction Orders are available for
free at:

* http://bankrupt.com/misc/semgroup_semcanadasanctionorder.pdf
* http://bankrupt.com/misc/semgroup_semcrudesanctionorder.pdf
* http://bankrupt.com/misc/semgroup_semcamssanctionorder.pdf

Subsequently, at SemCAMS and SemCanada Crude's request, Justice
Romaine entered on November 6, 2009, a CCAA Plan and Plan
Sanction Amendment Order to reflect these amendments to the
SemCAMS Plan, among others:

  (i) replace definition of SemGroup Inter-Company Debt to
      mean: the debt due and owing by SemCAMS to SemGroup in the
      principal amount of $33,090,660 together with unpaid
      interest accruing up to and including the Plan
      Implementation Date;

(ii) as it relates to the principal amount of $43,639,036,
      $171,062,500 and $33,090,660 owing by SemCAMS to SemCanada
      II, SemCrude and SemGroup new term promissory notes will
      be issued by SemCAMs to each of SemCanada II, SemCrude and
      SemGroup, which term promissory notes will be deemed to
      evidence debt obligations of SemCAMS for the principal
      balances outstanding under the SemCanada II Inter-Company
      Debt, the SemCrude Inter-Company Debt and the SemGroup
      Inter-Company Debt and which will remain outstanding after
      the Plan Implementation Date;

(iii) declare that:

      (a) the New US Inter-Company Promissory Notes will be
          deemed to evidence debt obligations of SemCAMS for the
          principal balances outstanding under SemCanada II
          Inter-Company Debt, the SemCrude Inter-Company Debt
          and the SemGroup Inter-Company Debt;

      (b) the fair market value of the New US Inter-Company
          Promissory Notes will be equal to the principal
          amount; and

      (c) the New US Inter-Company Promissory Notes will remain
          outstanding after the Plan Implementation Date and not
          be compromised by the Plan.

In light of the amendments, Justice Romaine ruled that the
SemCAMS Plan is accepted for filing.

Moreover, Justice Romaine ruled that SemCanada Crude Plan is
deemed to be amended by inserting this modified language:

* SemCanada Crude will be deemed to:

     -- reduce that portion of the principal amount outstanding
        under the SemCanada Crude Inter-Company Debt that is
        equal to the lesser (i) the amount of the Lenders'
        Secured Claim and (ii) the principal amount outstanding
        under the SemCrude Inter-Company Debt; and the principal
        amount outstanding under the SemCrude Inter-Company
        Debt; and

     -- assign to SemCanada Crude that portion of the SemCrude
        Promissory Note that is equal to the Lenders' Secured
        Claim

in satisfaction, release and discharge of SemCanada Crude's right
of indemnity against SemCrude resulting from the payment by
SemCanada Crude of the Lenders' Secured Claim in accordance with
the SemCanada Crude Plan.

In support of SemCAMS and SemCanada Crude's request, Glenn
Schneider, controller of SemCAMS, told the Canadian Court that
the changes to the SemCAMS Plan serve to cure errors and
ambiguities and are not materially adverse to the financial or
economic interests of the Affected Creditors.

                          *     *     *

Judge Shannon of the United States Bankruptcy Court for the
District of Delaware on October 28, 2009, gave full force and
effect to the Plan Sanction Orders with respect to SemCAMS,
SemCanada Crude and SemCanada Energy, A.E. Sharp and CEG Energy
entered by the Canadian Court.

                Canadian Monitor Reports Updates

Ernst & Young, LLP, the Court-appointed monitor of SemCanada
Crude Company and its affiliates' reorganization proceedings
before the Canadian Companies' Creditors Arrangement Act provided
on October 23, 2009:

* an update on restructuring events that have occurred under
   SemGroup, L.P.'s Chapter 11 cases and SemCanada Crude Company,
   SemCAMS ULC, SemCanada Energy Company, A.E. Sharp Ltd., CEG
   Energy Options, Inc., 3191278 Nova Scotia Company, and 1380331
   Alberta ULC;

* an overview of the CCAA Plans, including a summary of the
   conditions precedent in each CCAA Plan;

* the results of the Canadian Creditors' Meeting on October 8,
   2009 and the voting results by the Secured Lenders and
   Noteholder Creditors;

* an update on matters relevant to the CCAA proceedings; and

* the Monitor's recommendations.

The Monitor pointed out that SemCAMS' and SemCanada Crude's CCAA
Plans must take effect on the same date as the implementation of
SemGroup's Fourth Amended Joint Plan of Reorganization to allow
the SemCanada Group to exit CCAA protection contemporaneously
with the U.S. Debtors emerging from the U.S. Proceedings.
SemCanada Energy, A.E. Sharp and CEG Energy's joint Plan of
Distribution is subject to similar conditions except that its
implementation will not impact or jeopardize the collective
restructuring outcome of SemCAMS, SemCanada Crude and the U.S.
Plan.

Moreover, the Monitor disclosed that a majority of the affected
creditors in each CCAA Plan representing 66.76% in value voted in
favor of the CCAA Plans.  The Monitor explained that a certain
number of Disputed Claims were admitted for voting purposes at
each Creditors' Meeting.  The final resolution of these Disputed
Claims will not change in favorable outcome of the voting results
on the CCAA Plans given the immaterial number and value of the
Claims in question, the Monitor said.

Thus, the Monitor maintained that the CCAA Plans are fair and
equitable and offer the Affected Creditors a distribution that is
better than any alternative, including liquidation.

The Monitor disclosed that it received certain correspondence
from Fortis Capital Corp. and Fortis Bank SA/NV's legal counsel,
Goodmans LLP, advising that Fortis has reached a settlement with
the U.S. Debtors regarding the treatment of certain of Fortis'
claims against the U.S. Debtors and the Canadian Debtors arising
from financial transactions entered into among the parties.  The
Monitor said that if, among other things, the Fortis Settlement
is not approved by the Bankruptcy Court, Fortis may assert an
unsecured claim for $225 million against SemEnergy as an Ordinary
Creditor for participation in any distributions under the
SemEnergy Plan.

A full-text copy of the Monitor's Report dated October 23, 2009,
is available for free at:

    http://bankrupt.com/misc/semgroup_Oct23MonitorReport.pdf

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court
of its Fourth Amended Plan of Reorganization on October 28, 2008.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Crown Energy Wants Trial on Treatment of Claim
-----------------------------------------------------------
Crown Energy Company asks the Court to conduct a trial on the
issue of the treatment of its claim under SemGroup L.P.'s Fourth
Amended Plan of Reorganization, and to the extent necessary,
conduct additional evidentiary hearing.

In the alternative, Crown Energy asks the Court to alter or amend
the Plan Confirmation Order pursuant to Rule 59(e) of the Federal
Rules of Civil Procedure in either event to address the issues it
raised in its Plan Confirmation Objection.

Pursuant to Rule 7030 of the Federal Rules of Bankruptcy
Procedure, Crown Energy informed the Court that it will conduct
an oral examination of these persons on November 25, 2009:

* Gary Navarro
* Mike Traylor
* Tim Nye

In response, the Official Producers' Committee asked the Court to
quash the Deposition Notices.

On behalf of the OPC, Norman L. Pernick, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, argued
that Crown Energy has no right to attempt to discover new
evidence in support of Crown Energy's motion for re-trial because
that motion is only allowed upon newly discovered evidence,
intervening changes in controlling law, or to prevent manifest
injustice.  Crown Energy has not claimed or proven these
categories, he pointed out.  He further asserted that the Court
already dismissed what Crown Energy alleged as manifest injustice
when the Debtors' Fourth Amended Joint Plan of Reorganization was
confirmed.  In addition, the Deposition Notices impose undue
burden, expense and oppression on the OPC, as the deposition is
scheduled to take place in a distant location on the day before
Thanksgiving, a major travel day, he insisted.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court
of its Fourth Amended Plan of Reorganization on October 28, 2008.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Samson Entities Want Amendments to Plan Order
----------------------------------------------------------
Samson Resources Company, Samson Lone Star, LLC, and Samson
Contour Energy E&P, LLC, jointly ask the Court to amend the
order, entered October 28, 2009, confirming the Debtors' Fourth
Amended Joint Plan of Reorganization pursuant to Rule 60 of the
Federal Rules of Civil Procedure.

Gary M. McDonald, Esq., at Doerner, Saunders, Daniel & Anderson,
L.L.P., in Tulsa, Oklahoma, relates that despite its
representations to the Court at the confirmation hearing that
nothing in the so-called "tender settlements" was adjudicating
the issue of whether the Court has jurisdiction over producers'
claims against downstream purchasers, it has recently filed
pleadings in pending actions by Samson asserting just the
opposite.

Mr. McDonald argues that given J. Aron's construction of the
terms and conditions of the tender settlements, as embodied in
the Confirmation Order, it is clear that the Confirmation Order
is (1) inconsistent with (a) J. Aron's statements on the record
at the confirmation hearing and (b) the Court's intent in
approving the settlement and (2) ambiguous on the issue of
whether the Court has subject-matter jurisdiction over producers'
claims against downstream purchasers.

For these reasons, the Samson Entities ask the Court to strike
Sections 42(t), 65(b), 66(b) and 67(b) of the Confirmation Order.
Striking these provisions will allow the Confirmation Order to
conform to the clear intent of the Court, which was to leave the
issue open for determination by the Court or a court of competent
jurisdiction.

Luke Oil Company, C&S Oil/Cross Properties, Inc., Wayne Thomas
Oil and Gas and William R. Earnhardt Company, individually and on
behalf of all similarly situated persons, join in the Samson
Entities' request.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court
of its Fourth Amended Plan of Reorganization on October 28, 2008.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Targets Bankruptcy Exit by November 30
---------------------------------------------------
SemGroup L.P. is preparing to emerge from Chapter 11 protection
by November 30, 2009, Tulsa World reported on November 20, 2009,
citing SemGroup's lead bankruptcy counsel, Martin Sosland, Esq.,
Weil, Gotshal & Manges, LLP, in Dallas, Texas, during a hearing
before Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court
for the District of Delaware

According to Mr. Sosland, signatures of lenders to SemGroup's
$500 million exit financing are expected to be obtained prior to
Thanksgiving, Tulsa World noted.  The exit facility documents
were posted to various exit lenders in mid-November and comments
are already being circulated, Mr. Sosland told Judge Shannon.

As part of the Plan, SemGroup has obtained a commitment for a
$500 million exit financing facility from a syndicate of lenders,
including BNP Paribas, Bank of America, N.A., and Calyon London
Branch.

SemGroup obtained an order confirming its Fourth Amended Plan of
Reorganization on October 28, 2009.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court
of its Fourth Amended Plan of Reorganization on October 28, 2008.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SOUTHEAST BANKING: Wants Plan Effective Date Extended 'Til Dec. 31
------------------------------------------------------------------
Jeffrey H. Beck, as Chapter 11 trustee for the estate of Southeast
Banking Corporation, asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend the deadline for the
occurrence of the effective date of the Third Amended Chapter 11
Plan of Reorganization for SEBC until December 31, 2009.

This is the third request for extension of the effective date.

The trustee tells the Court that SCS, the estate's investment
banker, is still engaged in discussions with at least one major
financial institution that expressed significant interest in
entering into a transaction similar to the transaction to be
implemented under the Plan, it is uncertain at this point whether
this or any other financial institution would consummate a
transaction.  At the same time, however, the trustee and his
professionals will begin preparing a contingency plan for
disposition of the remaining estate assets and winding up of the
case that could be implemented in the event that no alternative
transaction comes to fruition.  Further, the trustee and his
professionals will consult with the Indenture Trustees and
bondholders concerning the alternatives available and the
selection of the alternative that must be proposed for going
forward with the disposition and wind up.

                   Summary of the Transaction

As reported in the Troubled Company Reporter on August 3, 2009,
the Plan proposes to rehabilitate SEBC and certain of its non-
debtor subsidiaries by recapitalizing SEBC through an investment
of $1.639 billion by Modena 2004-1 LLC, an indirect wholly owned
subsidiary of Merrill Lynch & Co., Inc., and reorganizing SEBC
into SEBC Financial Corporation, with a new holding company, SEBC
Holdings, LP.  SEBC Holdings will own 60% of the common stock of
Reorganized SEBC and a new subsidiary, SEBC Real Estate, LLC, that
will acquire and hold SEBC's real estate-owning subsidiaries.  The
equity investment would be utilized by Reorganized SEBC to
purchase equity securities from a newly formed special purpose
vehicle to be established on or after the Closing Date.

                     About Southeast Banking

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On September 20, 1991, Southeast Bank filed a voluntary petition
under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on September 19, 1991.  On September 20, 1991,
SEBC's board of directors voted to authorize the filing of a
voluntary Chapter 7 petition, and then promptly resigned along
with all of SEBC's officers.

Jeffrey H. Beck was the fourth Trustee appointed in the Debtor's
liquidation proceeding.

This bankruptcy case was converted to Chapter 11 on September 17,
2007, almost sixteen years after its initial filing.


SPRINT NEXTEL: Completes Virgin Mobile Merger Transaction
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Irvine,
California-based homebuilder Standard Pacific Corp. to positive
from developing on improving order trends and more manageable
near-term maturities.  At the same time, S&P affirmed its 'CCC+'
corporate credit rating on the company, as well as its ratings on
the company's senior unsecured notes.

"S&P revised its outlook on Irvine, California-based homebuilder
Standard Pacific Corp. to positive from developing after the
company released its third-quarter results, which indicated that
demand for the company's homes continues to firm," said Standard &
Poor's credit analyst James Fielding.  "The company also recently
completed a seven-year note offering and tendered for most of its
near-term senior unsecured debt maturities.  However, S&P's 'CCC+'
rating continues to reflect longer-term risks associated with a
capital structure that remains very highly leveraged."

The positive outlook acknowledges that the risk of payment default
has diminished following the company's recent capital-market
transactions and that S&P would consider raising its rating on the
company in the near term if conditions in its housing markets
continue to stabilize.  S&P would raise its rating on Standard
Pacific to 'B-' if it appears to us that the company will realize
modest top-line growth through opportunistic investments, while
maintaining its recently strengthened gross margins and sufficient
cash holdings to repay rolling two-year maturities.  In S&P's
opinion, a downgrade is unlikely in the near term barring an
unanticipated second deep downturn in the nation's housing market.


STANDARD PACIFIC: S&P Gives Positive Outlook; Keeps 'CCC+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Irvine,
California-based homebuilder Standard Pacific Corp. to positive
from developing on improving order trends and more manageable
near-term maturities.  At the same time, S&P affirmed its 'CCC+'
corporate credit rating on the company, as well as its ratings on
the company's senior unsecured notes.

"S&P revised its outlook on Irvine, California-based homebuilder
Standard Pacific Corp. to positive from developing after the
company released its third-quarter results, which indicated that
demand for the company's homes continues to firm," said Standard &
Poor's credit analyst James Fielding.  "The company also recently
completed a seven-year note offering and tendered for most of its
near-term senior unsecured debt maturities.  However, S&P's 'CCC+'
rating continues to reflect longer-term risks associated with a
capital structure that remains very highly leveraged."

The positive outlook acknowledges that the risk of payment default
has diminished following the company's recent capital-market
transactions and that S&P would consider raising its rating on the
company in the near term if conditions in its housing markets
continue to stabilize.  S&P would raise its rating on Standard
Pacific to 'B-' if it appears to us that the company will realize
modest top-line growth through opportunistic investments, while
maintaining its recently strengthened gross margins and sufficient
cash holdings to repay rolling two-year maturities.  In S&P's
opinion, a downgrade is unlikely in the near term barring an
unanticipated second deep downturn in the nation's housing market.


STANT PARENT: Wants Ch. 11 Plan Filing Extended Until January 25
----------------------------------------------------------------
Stant Parent Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file a Chapter 11 Plan and to solicit
acceptances of the Plan until January 25, 2010, and March 26,
2010.

The Debtors propose a hearing on the motion on December 10, 2009,
at 10:00 a.m.  Objections, if any, are due on December 3, 2009, at
4:00 p.m.

The Debtors exclusive period to file a Chapter 11 Plan expired on
November 24, 2009, and their solicitation period expires on
January 25, 2010.

Stant Corp. and five affiliated companies filed for Chapter 11
bankruptcy protection on July 27, 2009 (Bankr. D. Del. 09-12647).
Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, serve as the Debtors'
counsel.  In its petition, Stant Corp. listed $50 million to
$100 million in debts against $50 million to $100 million in
assets.


TRIBUNE CO: Lenders Propose to Reorganize Media Assets
------------------------------------------------------
The Credit Agreement Lenders, a group of lenders holding $4.4
billion principal amount of senior secured debt under the Trubine
Company Senior Secured Credit Agreement dated May 17, 2007, ask
the Bankruptcy Court to deny Tribune's request for a March 31
extension of its exclusive period to propose a Chapter 11 plan.

The Lenders say that they have proposed a reorganization plan for
the subsidiary debtors -- the entities that actually operate the
Debtors' various businesses -- in which all known claims other
than those arising under the Credit Agreement would be paid in
full or unimpaired, with holders of Credit Agreement claims
voluntarily taking a combination of debt and equity in
satisfaction of their claims against the Subsidiary Debtors.

The Los Angeles Times' Michael Oneal says the group owns $4.4
billion of the $8.2 billion in loans Tribune Chairman Sam Zell
used to take the company private in 2007.  LA Times says the group
is composed of a large number of hedge funds and other investment
firms, including Angelo, Gordon & Co., Oaktree Capital Management,
Goldman Sachs Group Inc. and Kohlberg Kravis Roberts & Co.

LA Times says absent from the group are big lenders to the Zell
deal that also own the senior debt, including JPMorgan Chase & Co.
and Merrill Lynch & Co.

According to counsel, Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, the Subsidiary Debtor reorganization would
produce two incontrovertible benefits:

    * First, it would enable the operating businesses to exit
      bankruptcy rapidly, removing the ongoing harm to those
      businesses occasioned by these lengthening proceedings.

    * Second, it would constrain disputes over the Leveraged ESOP
      Transactions to the case of parent-entity Tribune, whose
      creditors (and whose creditors alone) are the only
      constituents agitating for the "protracted litigation"
      feared by the Debtors.  See, e.g., Adelphia Recovery Trust
      v. Bank of America, NA., 390 B.R. 80,92-97 (S.D.N.Y. 2008)
      (dismissing fraudulent conveyance and avoidance actions
      where plan or reorganization pays creditors of the
      subsidiary debtors in full).

JPMorgan Chase Bank N.A., agent for Tribune's prepetition senior
lenders, also opposes an extension, noting that the lender group
should be allowed to pursue their own plan.

The Chapter 11 cases of Tribune have been delayed to due to the
probe in connection with its 2007 buyout.  The Law Debenture Trust
Company of New York, as successor indenture trustee for 18% of the
senior notes issued by Tribune, has asked for a probe and
discovery relating to Tribune's $13.8 billion leveraged buyout led
by Sam Zell in December 2007.  The Creditors Committee is
examining potential causes of action by the estate, noting that
the transaction -- where Tribune incurred $11.2 billion in secured
debt -- did not benefit Tribune, which filed for bankruptcy just a
year after the LBO.

Their proposal "would enable the operating businesses to exit
bankruptcy rapidly, removing the ongoing harm to those
businesses," the Credit Agreement Lenders said.

LA Times says the Court will take up the matter at a hearing in
Delaware on December 1.  LA Times says Tribune declined to comment
Tuesday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRUMP ENTERTAINMENT: Beal Opposes Donald Trump-Noteholders Deal
---------------------------------------------------------------
Secured creditor Beal Bank, which was previously working with
shareholder Donald Trump and management of Trump Entertainment
Resorts Inc. for a plan that would wipe out unsecured creditors,
is opposing a settlement reached by Donald Trump with noteholders,
Steven Church at Bloomberg News reports.

A deal by Beal Bank and Donald Trump had agreed to a $100 million
investment that would give them control of the Company upon
emergence from bankruptcy.  Mr. Trump, however, announced last
week that he and his daughter would support a competing plan from
noteholders.

"After Mr. Trump's announcement, Beal Bank reevaluated the posture
of these cases, with a focus on maximizing its recovery," Beal
Bank attorneys said in court papers filed November 25.

According to Bloomberg, the bank said it would pursue its own plan
for Trump Entertainment, in which it would convert the $486
million it is owed to equity in the three casinos the company
owns.

                   Beal Bank vs. Unsec. Creditors

In July 2009, Trump Entertainment management filed a Chapter 11
plan built around the proposed sale of the company to shareholder
Donald Trump.  Under the original plan, Donald J. Trump and BNAC,
Inc., an affiliate of Beal Bank Nevada, will invest $100 million
cash in the newly private company and become its owners.  The
original plan provides for a 94% recovery for Beal Bank, the
secured creditor, and a wipe-out for lower ranked creditors.

The Ad Hoc Committee of Holders of the 8.5% Senior Secured Notes
Due 2015 filed a competing plan, which allows second lien
noteholders and general unsecured claimants to have distributions
in the form of 5% of the new common stock and subscription rights
to acquire 95% of the new common stock.

In September, Judge Judith Wizmur approved a request by the
noteholders of an examiner to investigate the Company's decision
to endorse a Chapter 11 plan backed by shareholder Donald
Trump.  The bondholders urged a probe as to whether the board
acted in good faith as unsecured creditors will be wiped out under
Donald Trump's plan while he would retain control of the Company.

On November 16, Donald Trump sent a letter to the Company
terminating their purchase agreement with BNAC, which was the
backbone of the management-sponsored Plan.  Mr. Trump said he has
exercised his rights to terminate the deal on various grounds
including as a result of the appointment of an examiner in the
Company's Chapter 11 cases and as a result of the confirmation
hearing in the bankruptcy cases being scheduled for after
January 15, 2010, which is the deadline in the Purchase Agreement
for confirmation of the Company's plan of reorganization.

Mr. Trump and daughter Ivanka Trump, which own shares in Trump
Entertainment, have also entered into an agreement with the
holders of 61% of the partnership's outstanding 8.5% Senior
Secured Notes due 2015.  Under the deal, Mr. Trump and his
daughter Ivanka have agreed to support the Chapter 11 plan
proposed by the noteholders and permit the Company to continue to
use the Trump name in connection with the Company's three casinos.

Pursuant to such agreement, Mr. Trump will receive 5% of the new
common stock in the Company to be issued under such noteholders'
proposed Chapter 11 plan of reorganization and warrants to
purchase up to an additional 5% of such common stock.

Neither Beal Bank, the Company's senior lender, nor the Company,
however, are parties to the settlement agreement among Mr. Trump
and such noteholders.

                     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.


TXCO RESOURCES: Sues Delta Petroleum Over Oil Leases
----------------------------------------------------
Law360 reports that TXCO Resources Inc. has filed suit against
Delta Petroleum Co. and predecessor Castle Exploration Co. Inc.,
claiming they forfeited their rights to two oil and gas leases and
must transfer those rights to TXCO.

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


VERASUN ENERGY: Dyer & Berens LLP Files Class Action Lawsuit
------------------------------------------------------------
Dyer & Berens LLP has filed a class action lawsuit in the United
States District Court for the Southern District of New York on
behalf of purchasers of the common stock of VeraSun Energy Corp.
between March 12, 2008, and September 16, 2008, inclusive, seeking
to pursue remedies under the Securities Exchange Act of 1934 (the
"Exchange Act").

The complaint alleges that, throughout the Class Period,
defendants failed to disclose material adverse facts about the
Company's true financial condition, business and prospects.
Specifically, the complaint alleges that defendants failed to
disclose the following adverse facts, among others: (i) VeraSun
was, in part, a speculative commodities trader in addition to an
ethanol producer; (ii) VeraSun engaged in speculative and risky
derivate transactions that exposed the Company to substantial
financial and liquidity risk; (iii) VeraSun experienced
substantial losses on speculative derivative transactions causing
margin pressures on the Company; (iv) as a result of margin
pressures from bad speculative derivative transactions, the
Company sold out of a large short position in corn and incurred
substantial losses; (v) the Company entered into highly risky
"accumulator" contracts that obligated VeraSun to purchase
increasing amounts of corn after the price of corn fell in price
per bushel; and (vi) VeraSun's financial condition and especially
its liquidity were negatively impacted as a result of speculative
commodity transactions, ultimately causing the Company to file for
bankruptcy.

On September 16, 2008, VeraSun announced that it commenced a
public offering of 20 million shares of its common stock to raise
money for "general corporate purposes."  The true purpose of this
public offering was to raise capital in an effort to prevent a
disastrous impact from the huge losses experienced by the Company
as a result of its speculative trading and risky bets on the price
of corn.  In response to the Company's announcement on
September 16, 2008, shares of the Company's stock fell $3.81 per
share, or 70%, from a close of $5.22 per share before the
announcement, to close at $1.41 per share on September 17, 2008,
on extremely heavy trading volume.

Plaintiff seeks to recover damages on behalf of VeraSun investors.
The plaintiff is represented by Dyer & Berens LLP, which has
expertise in prosecuting investor class actions involving
financial fraud.  The firm's extensive experience in securities
litigation, particularly in cases brought under the Private
Securities Litigation Reform Act, has contributed to the recovery
of hundreds of millions of dollars for aggrieved investors.

                        About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and certain affiliates filed for Chapter 11 protection
on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).  Mark S.
Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP represents
the Debtors in their restructuring efforts.  AlixPartners LLP
serves as their restructuring advisor.  Rothschild Inc. is their
investment banker and Sitrick & Company is their communication
agent.  The Debtors' claims noticing and balloting agent is
Kurtzman Carson Consultants LLC.  The Debtors' total assets as of
June 30, 2008, was $3,452,985,000 and their total debts as of
June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  Valero paid $350 million for the ethanol production
facilities in Aurora, Fort Dodge, Charles City, Hartley and
Welcome, in addition to the Reynolds site.  Valero also
successfully bid $72 million for the Albert City facility and
$55 million for the Albion facility.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware confirmed on October 23, 2009, the Chapter
11 Plan of Liquidation filed by VeraSun Energy Corporation and
its debtor affiliates


VERMILLION INC: Files Plan, Offers to Return 100% to Creditors
---------------------------------------------------------------
Vermillion, Inc. filed its Plan of Reorganization and Disclosure
Statement November 24, 2009, with the U.S. Bankruptcy Court for
the District of Delaware.  A hearing to consider approval of the
Disclosure Statement is presently scheduled for December 8, 2009,
with the hearing on the confirmation of the Plan scheduled for
January 7, 2010.

The Plan calls for the Company to pay all claims in full.  The
Plan is expected, if approved, to allow holders of the Company's
common stock to retain their equity interests in the Company

Gail S. Page, Executive Chairperson of the Company's Board of
Directors of the Company, said, "With the support of our equity
holders and major creditor constituencies, we are looking forward
to our expeditious emergence from Chapter 11 as a healthier and
stronger company.  A confirmed plan will ensure that we are able
to focus on our launch of the OVA1(TM) Test, the first FDA-cleared
blood test that, prior to surgery, can help physicians determine
if a woman is at risk for a malignant pelvic mass."

OVA1 is the first FDA-cleared laboratory test that can indicate
the likelihood of ovarian cancer with high sensitivity prior to
biopsy or exploratory surgery, even if radiological test results
fail to indicate malignancy.  "OVA-1, which we anticipate will
ultimately improve survival rates among women afflicted with
ovarian cancer," said Page.

                         About Vermillion

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Francis A. Monaco Jr., Esq., and Mark L.
Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rie, PLLC,
represent the Debtor as counsel.  At September 30, 2008, the
Debtor had $7,150,000 in total assets and $32,015,000 in total
liabilities.


VIRGIN MOBILE: Completes Sprint Nextel Merger Transaction
---------------------------------------------------------
Sprint Nextel Corporation and Virgin Mobile USA, Inc., said on
November 24, 2009, that they have completed their merger
transaction.

Sprint Mozart, Inc., a wholly owned subsidiary of Sprint Nextel,
merged with and into Virgin Mobile with Virgin Mobile continuing
as the surviving corporation in the Merger.  Virgin Mobile has
become a wholly owned subsidiary of Sprint Nextel.

The Companies said the acquisition of Virgin Mobile USA
strengthens Sprint's position in the growing prepaid segment by
bringing together the iconic Virgin Mobile brand with Sprint's
successful Boost Mobile business.

Earlier on Tuesday, Virgin Mobile USA stockholders approved the
transaction with Sprint.  With this approval, all closing
conditions for the transaction were met.

"With continued growth in the U.S. prepaid segment, Sprint is
further positioning itself as a leader," said Dan Hesse, Sprint
CEO.  "With Boost's continued success and the iconic Virgin Mobile
brand under one umbrella, Sprint will offer customers value and
flexibility with great devices running on a dependable network
with great coverage."

                  Virgin Mobile Credit Agreement

In connection with the consummation of the Merger, Virgin Mobile
has terminated its Senior Credit Agreement, dated July 19, 2006,
as amended, restated, supplemented or otherwise modified, among
Virgin Mobile USA, L.P., the lenders, JPMorgan Chase Bank, N.A.,
as administrative agent and other agents named therein, and its
Subordinated Credit Agreement, dated July 19, 2006, as amended,
restated, supplemented or otherwise modified, among Virgin Mobile
USA, L.P., Virgin Entertainment Holdings, Inc. and SK Telecom Co.,
Ltd.  Each of the Senior Credit Agreement and the Subordinated
Credit Agreement were terminated at the effective time of the
Merger and payments of the amounts previously outstanding
thereunder were made in full in cash.

                        Merger Transaction

Virgin Mobile USA stockholders will receive shares of common stock
of Sprint Nextel based on the exchange ratios described below, and
cash in lieu of fractional shares.

               Virgin Mobile USA Public Stockholders

All stockholders of Virgin Mobile USA (excluding Sprint Nextel,
the Virgin Group and SK Telecom) will receive 1.3668 shares of
Sprint Nextel common stock for each share of Virgin Mobile USA
Class A common stock.

                         The Virgin Group

The Virgin Group will receive 1.2724 shares of Sprint Nextel
common stock for each share of Virgin Mobile USA common stock
owned by the Virgin Group.

The Virgin Group will receive 149.6941 shares of Sprint Nextel
common stock for each share of Virgin Mobile USA preferred stock
owned by the Virgin Group.

                            SK Telecom

SK Telecom will receive 1.2279 shares of Sprint Nextel common
stock for each share of Virgin Mobile USA common stock owned by SK
Telecom.

SK Telecom will receive 144.4588 shares of Sprint Nextel common
stock for each share of Virgin Mobile USA preferred stock owned by
SK Telecom.

All of Virgin Mobile USA's outstanding debt has been retired,
including amounts due under its Senior Secured Credit Facility and
its related party Subordinated Secured Revolving Credit Agreement.

Sprint Nextel elected to make each of the payments required
pursuant to the Trademark License Agreement, the Tax Receivable
Agreement and the Subordinated Secured Revolving Credit Agreement
in cash.

Virgin Mobile USA's Class A common stock ceased trading on the New
York Stock Exchange as of the closing of the market Tuesday and
would be delisted.  On November 24, Virgin Mobile notified the
NYSE of the effectiveness of the Merger, pursuant to which each
share of the Company's Class A common stock was converted into the
right to receive a number of shares of Series 1 common stock of
Sprint Nextel, and cash in lieu of fractional shares, based on an
exchange ratio set forth in the Merger Agreement. The Company
requested that the NYSE file with the Securities and Exchange
Commission a notification of removal from listing on Form 25 to
report that the shares of the Company's Class A Common Stock are
no longer listed on the NYSE.

                        Seamless Transition

As a result of the Merger, all of the current directors of Virgin
Mobile resigned from their directorships of the Company and any
committees of which they were a member, as of the effective time
of the Merger.  The resignations were not a result of any
disagreements between Virgin Mobile and the current directors on
any matter relating to the Company's operations, policies or
practices.  Upon completion of the Merger, the directors of Merger
Sub became the directors of the Company.

In their news statement, the Companies said customers using
Sprint's Boost Mobile or Virgin Mobile USA's products and services
will continue to enjoy the benefits of their current phones,
service plans and features and do not need to take any action.

An experienced management team will lead Sprint's prepaid group.
Dan Schulman, formerly the CEO of Virgin Mobile USA, is now the
president and Matt Carter, former head of Boost, will lead the
sales and marketing efforts for the combined prepaid group.

                      About Virgin Mobile USA

Based in Warren, New Jersey, Virgin Mobile USA, Inc., is a mobile
virtual network operator, commonly referred to as an MVNO,
offering prepaid, or pay-as-you-go, and, following the acquisition
of Helio LLC in August 2008, postpaid wireless communications
services, including voice, data, and entertainment content,
without owning a wireless network.  The Company uses the "Virgin
Mobile" name and logo under license from Virgin Enterprises Ltd.
The Company offers its services over the nationwide Sprint PCS
network under the terms of the Amended and Restated PCS Services
Agreement between the Company and Sprint Nextel.  The Company
conducts its business within one operating segment.

Net income attributable to Virgin Mobile USA common stockholders
was $8.0 million for the three months ended September 30, 2009,
from net income of $3.7 million for the year ago period.  Net
income attributable to Virgin Mobile USA common stockholders was
$38.2 million for the nine months ended September 30, 2009, from
net income of $12.0 million for the year ago period.

Total operating revenue was $293.0 million for the three months
ended September 30, 2009, from $326.5 million for the same period
a year ago.  Total operating revenue was $937.9 million for the
nine months ended September 30, 2009, from $976.4 million for the
same period a year ago.

As of September 30, 2009, Virgin Mobile had $307.4 million in
total assets against $551.6 million in total liabilities.  As of
September 30, 2009, total deficit was $244.2 million.

                        About Sprint Nextel

Overland Park, Kansas-based Sprint Nextel Corporation --
http://www.sprint.com/-- offers a comprehensive range of wireless
and wireline communications services bringing the freedom of
mobility to consumers, businesses and government users.  Sprint
Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two wireless networks
serving more than 48 million customers at the end of the third
quarter of 2009 and the first and only 4G service from a national
carrier in the United States; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone.

As of September 30, 2009, the company had $55.648 billion in total
assets against $37.414 billion in total liabilities.  As of
September 30, 2009, the company had $5.9 billion in cash, cash
equivalents and short-term investments and $1.6 billion in
borrowing capacity available under its revolving bank credit
facility, for total liquidity of $7.5 billion.

                           *     *     *

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating.  Standard & Poor's Ratings Services said its rating
on Sprint Nextel (BB/Negative/--) is not affected by the company's
definitive agreement to acquire iPCS Inc.


VIRGIN MOBILE: Sprint Nextel Merger Cues S&P to Withdraw Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings on
Warren, New Jersey-based wireless services operator Virgin Mobile
USA Inc.

This actions follows the announcement that Sprint Nextel Corp.
(BB/Watch Neg/--) has completed its acquisition of Virgin Mobile
in a stock-based transaction valued at about $721 million.  At the
time of the close, Sprint retired all of Virgin Mobile's
outstanding debt, including the senior secured credit facility.


WAYTRONX INC: Reports $1.3 Million Net Loss for Sept. 30 Quarter
----------------------------------------------------------------
Waytronx, Inc., said net loss allocable to common stockholders was
$1,314,727 for the three months ended September 30, 2009, compared
to net loss of $316,802 for the year ago period.  The Company said
net loss allocable to common stockholders was $2,883,629 for the
nine months ended September 30, 2009, compared to $452,475 for the
same period a year ago.

Total revenue for the three months ended September 30, 2009, was
$7,956,700 compared to $8,543,847 for the year ago period.  Total
revenue for the nine months ended September 30, 2009, was
$20,117,540 compared to $13,000,946 for the year ago period.

At September 30, 2009, the Company had $38,741,755 in total assets
against $31,698,805 in total liabilities.  The September 30
balance sheet showed strained liquidity: The Company had
$9,375,924 in total current assets against $14,408,696 in total
current liabilities.

In a Form 10-Q filing with the Securities and Exchange Commission,
Waytronx said, "[W]e had a net loss allocable to common
stockholders of $2,883,629 for the nine months ended September 30,
2009, and an accumulated deficit of $53,428,252 at September 30,
2009.  These factors raise substantial doubt about our ability to
continue as a going concern which is dependent upon the ability to
bring the WayCool products to market, generate increased sales,
obtain positive cash flow from operations and raise additional
capital as well as grow CUI, CUI Japan and Comex Electronics
sales."

"If necessary, we will continue to raise additional capital to
provide sufficient cash to meet the funding required to
commercialize our technology product lines.  As we continue to
expand and develop technology and product lines, additional
funding may be required.  There have been negative cash flows from
operations and recurring net losses in the past and there can be
no assurance as to the availability or terms upon which additional
financing and capital might be available if needed."

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?4a63

On November 19, the Company filed a registration statement with
the SEC to register 1,500,000 shares of common stock, $0.001 par
value, underlying the Company's 2008 Equity Incentive Plan.  The
Proposed Maximum Offering Price Per Share is $0.10.  The Proposed
Maximum Aggregate Offering Price is $150,000.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?4a64

                        About Waytronx Inc.

Tualatin, Oregon-based Waytronx, Inc. (formerly known as OnScreen
Technologies, Inc.) has pioneered and is commercializing
innovative thermal management solutions capable of revolutionizing
the semiconductor, solar and electronic packaging industries,
among others.  This advanced technology involves the use of fluid
displacement to move heat away from the source instead of
traditional passive heat transference through solid materials.
Utilizing its patented WayCool hybrid mesh architecture, Waytronx
can enhance system performance and remove thermal barriers caused
by "microwarming" in today's advanced computing devices.  The
Company's proprietary cooling solutions for central and graphics
processors, solar energy devices and power supplies provide more
cost effective and efficient thermal management to the electronics
industry.


WHITNEY DESIGN: Imposed Levy Prompts Chapter 11 Filing
------------------------------------------------------
Robert Kelly at St. Louis Post-Dispatch reports that Whitney
Design Inc. filed for Chapter 11 bankruptcy after the Commerce
Department imposed a "penalty rate" of 157.68% of the purchase
price on steel-top ironing boards bought from a Chinese
manufacturer since 2004.

The Company, Mr. Kelly says, must pay penalties nearly equal to
its annual revenue, forcing it to seek protection from creditors.

Mr. Kelly says Commerce Department made the action after the
Chinese supplier Since Hardware failed to cooperate with on
certain audits and procedures.  The supplier is appealing the
penalty.  If the appeal fails, the company could owe up to $35
million, he notes.

The company, Mr. Kelly says, plans to sell its assets to Household
Essentials, which will be controlled by the company's president
and CEO James L. Glenn, and chief financial officer Mark J. Brown.

Mr. Glenn expects the sale of the company's assets would be
completed early in 2010, Mr. Kelly notes.  The sale is backed by
the company's two key creditors, Enterprise Bank and Eagle Fund I
LP.

Whitney Design Inc. imports and sells household goods, mainly
ironing boards, pads and covers and closet organizers.


WILLIAM BELLAMY: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: William C. Bellamy
               Pandra M. Bellamy
               PO Box 1380
               Little River, SC 29566

Bankruptcy Case No.: 09-08861

Chapter 11 Petition Date: November 24, 2009

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

Judge: David R. Duncan

Debtor's Counsel: Kevin Campbell, Esq.
                  PO Box 684
                  890 Jonnie Dodds Blvd
                  Mt. Pleasant, SC 29465
                  Tel: (843) 884-6874
                  Email: kcampbell@campbell-law-firm.com

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

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

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

            http://bankrupt.com/misc/scb09-08861.pdf

The petition was signed by the Joint Debtors.


WILLIAMS COS: S&P Corrects Ratings on Two Deals to 'BB+' From BBB-
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on two
transactions related to The Williams Cos. Inc. Credit Linked
Certificate Trust by lowering the ratings to 'BB+' from 'BBB-'.

S&P's ratings on the trust certificates are dependent on the lower
of its rating on Citibank N.A. ('A+/A-1'), as the interest rate
swap counterparty and the seller of a certificate of deposit and a
participation interest under a sub-participation agreement; and
S&P's senior unsecured rating on The Williams Cos.  Inc. ('BB+'),
as the borrower referenced in the sub-participation agreement.

The rating actions reflect the dependency of the trust
certificates' ratings to The Williams Cos. Inc.'s senior unsecured
debt.  Due to an administrative error, S&P had previously linked
the ratings on the trust certificates to the issuer credit rating
on The Williams Cos. Inc.

The ratings on the certificates did not change contemporaneously
with the ratings on The Williams Cos. Inc.'s senior unsecured debt
due to the administrative error.

                        Ratings Corrected

     The Williams Cos. Inc. Credit Linked Certificate Trust V
              $500 million 6.375% trust certificates

                             Rating
                             ------
                        To            From
                        --            ----
                        BB+           BBB-

    The Williams Cos. Inc. Credit Linked Certificate Trust VI
           $200 million floating-rate trust certificates

                             Rating
                             ------
                        To            From
                        --            ----
                        BB+           BBB-


WINDSTREAM CORP: Moody's Affirms 'Ba2' Corp. Family Rating
----------------------------------------------------------
Moody's affirmed Windstream Corporation's Ba2 corporate family and
probability of default ratings and changed the ratings outlook on
Iowa Telecommunications Services, Inc. to Positive from Stable.
The rating action was prompted by Windstream's announced plans to
acquire Iowa Telecom for a total purchase price of about
$1.1 billion consisting of about $261 million in cash, about
$270 million in Windstream stock and the assumption of less than
$600 million (net of cash) of Iowa Telecom's outstanding debt.  As
part of the rating action, Moody's affirmed Windstream's SGL-1
liquidity assessment.  However, as the final details on how
Windstream intends to fund the cash and debt portion of the Iowa
Telecom acquisition have not been announced, Moody's will update
Windstream's liquidity assessment as more information becomes
available.

Windstream expects to close the acquisition in the first half of
2010.  The transaction values Iowa Telecom at about 8.7 times its
trailing EBITDA of $130 million, before synergies.  However, after
accounting for the $130 million net present value of Iowa
Telecom's tax assets, the acquisition multiple is in line with
Windstream's recent acquisitions.  The Company expects the
transaction to be free cash flow accretive after achieving
$35 million of expense and capex synergies.  Windstream expects to
recognize operating synergies from the merger by migrating the
acquired lines onto its systems and eliminating redundant
overhead, and will expand its presence into Iowa and Minnesota.

Moody's has taken these rating actions:

* Iowa Telecommunications Services, Inc. -- Outlook changed to
  Positive from Stable

In Moody's view, the proposed transaction is not expected to
materially alter Windstream's operating and credit profile.  The
synergies from the acquisition are achievable and there is low
integration risk on a standalone basis, due to Iowa Telecom's
small size relative to Windstream.  However, this transaction
marks the fourth acquisition that Windstream has announced in the
past six months over a wide rural footprint.  In Moody's view,
ongoing acquisition activity may pressure Windstream's ratings if
it stretches the company's resources or if the staging of the
integrations overlap with one another and envisioned synergies are
delayed.

Windstream announced its intention to repay the existing Iowa
Telecom debt at closing.  At that time Moody's will withdraw Iowa
Telecom's ratings.

Moody's most recent rating action for Windstream was on
November 3, 2009.  At that time, Moody's affirmed Windstream's
ratings in connection with the Company's announcement to acquire
NuVox Inc.

Moody's last rating action on Iowa Telecom was on October 25,
2004, when Moody's assigned a SGL-2 short term liquidity
assessment.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 16 states and generated about
$3.1 billion in annual revenues.  Iowa Telecom is an ILEC
headquartered in Newton, IA.


WINDSTREAM CORP: S&P Downgrades Corporate Credit Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Little Rock, Arkansas-based Windstream Corp., including the
corporate credit rating to 'BB' from 'BB+'.  The ratings remain on
CreditWatch with negative implications, which means that S&P could
lower them further or affirm them following the completion of its
review.  S&P initially placed the ratings on CreditWatch with
negative implications on Nov. 3, 2009.

The rating action follows Windstream's announcement that it has
signed a definitive agreement to acquire Newton, Iowa-based rural
local exchange carrier Iowa Telecommunications Services in a
transaction valued at approximately $1.1 billion.  As part of the
transaction, Windstream intends to fund the cash portion of
$261 million and the repayment of about $598 million of debt with
proceeds from a new debt offering.

"The downgrade reflects S&P's concerns regarding Windstream's
aggressive acquisition strategy, including four acquisitions over
the past six months," said Standard & Poor's credit analyst Allyn
Arden, "coupled with leverage that was already high for the rating
level at 3.6x."  Following an interim ratings assessment, S&P has
determined that the credit profile is no longer supportive of the
'BB+' rating although the acquisition of Iowa Telecommunications
only modestly weakens Windstream's financial risk profile.

"We will continue to evaluate Windstream's strategy to integrate
the acquired properties and potential synergies," added Mr. Arden,
"especially as it tries to stem access-line losses." S&P would
also discuss with management its plans for future acquisitions and
its commitment to debt reduction.  A ratings downgrade, if any, is
likely to be limited to one notch.  The issue-level and recovery
ratings will be determined as part of the ratings review and will
be based on the ultimate capital structure chosen to fund the
acquisition.


YANKEE CANDLE: S&P Gives Stable Outlook; Affirms 'B2' Ratings
-------------------------------------------------------------
Moody's Investors Service revised its rating outlook for Yankee
Candle Company to stable from negative.  All of YCC's other
ratings, including its B2 Corporate Family Rating, were affirmed.

The revision of the outlook to stable from negative was prompted
by the YCC 's ability to maintain overall credit metrics within an
acceptable range, notwithstanding the loss of sales to Linens 'n
Things (which liquidated in 2008) as well as the negative impact
of the weak economy.  The company has maintained cost discipline
and has focused on free cash flow generation, and Moody's expect
it will maintain leverage (debt/EBITDA) in the low 6 times range.

YCC's B2 Corporate Family Rating reflects the company's high
financial leverage and the narrow business focus.  The ratings
take into consideration YCC's market leading position in the
scented candle industry, its breadth of distribution across its
own retail business and sizable wholesale business.  Ratings also
reflect its brand strength which is evidenced in its high
operating margins and resilient performance throughout the
challenging consumer environment.

These ratings were affirmed (and certain LGD assessments amended):

  -- Corporate family rating at B2

  -- Probability of default rating at B2

  -- $125 million secured revolving credit facility due 2013 at
     Ba3 (LGD 2, 25% from LGD 2, 26%)

  -- $568 million senior secured term loan due 2014 at Ba3 (LGD 2,
     25% from LGD 2, 26%)

  -- $325 million senior notes due 2015 at B3 (LGD 5, 73% from LGD
     5, 75%)

  -- $188 million senior subordinated notes due 2017 at Caa1 (LGD
     6, 92%)

  -- Speculative grade liquidity rating at SGL-2

Moody's last rating action on Yankee Candle Company was on June 2,
2008 when the company's outlook was revised to negative from
stable.

Headquartered in South Deerfield, Massachusetts, Yankee Candle
Company is the largest designer, manufacturer, and distributor of
premium scented candles in the U.S. Revenues for the company's
revenue for last twelve months ended October 3, 2009, were
approximately $687 million.


* Consumer, Business Bankruptcies Reach Highest Level Since 2005
----------------------------------------------------------------
U.S. consumers and businesses bankruptcy filings rose 33% in the
third quarter from the year earlier to 388,485, pushing this
year's total to the highest level since 2005, Bloomberg News said.

Consumer filings rose 33% to 373,308 in the period, according to
data from the Administrative Office of the U.S. Courts, published
by the American Bankruptcy Institute.   In all, bankruptcy filings
were 1.4 million in the 12 months through Sept. 30.

"With unemployment surpassing 10 percent and credit to businesses
remaining tight, consumers and businesses are increasingly turning
to the financial relief of bankruptcy," ABI Executive Director
Samuel Gerdano said in a statement, according to Bloomberg.


* Fitch Sees Another Round of Autoparts Supplier Bankruptcy
-----------------------------------------------------------
Daily Bankruptcy Review relates that according to a recent report
from Fitch Ratings auto-parts makers could be caught in an
"airline-style cycle" and be forced to return to bankruptcy court
as the industry struggles to rebound.

DBR says Fitch is projecting a 7.8% increase in U.S. vehicle sales
next year, but it said modest growth may not be enough to prop up
auto suppliers that have recently emerged from Chapter 11
protection or out-of-court restructurings.

DBR notes narrow margins and heavy competition have locked
suppliers in a cycle that requires them to bolster their
businesses enough in growth periods to cushion against the next
industry decline.  A similar trend among airlines caused some
carriers to make a second stop in bankruptcy court earlier this
decade.

"Like we saw with airlines, auto suppliers might not be able to
produce enough cash flow and strengthen their balance sheets in
the up cycle to survive the next downturn," said Mark Oline, a
managing director in Fitch's Corporate Finance group, according to
DBR.


DBR says even though auto suppliers shuttered plants and laid off
workers in the past year, there is still excess production
capacity in the industry.  That, combined with stiff competition
from foreign parts makers, will hold down the prices U.S.
suppliers are able to charge manufacturers.  DBR adds that
suppliers are particularly vulnerable because a slow recovery
could turn into a prolonged sales slump if high unemployment or
rising gas prices keep consumers out of showrooms.

According to DBR, Mr. Oline said that unless suppliers pass along
more of their costs to manufactures, some are likely to follow in
the footsteps of Hayes Lemmerz International Inc. and J.L. French
Automotive Castings Inc., both which filed for Chapter 11
protection for a second time this year.  Even companies such as
Lear Corp. and Delphi Automotive LLP that emerged from bankruptcy
protection in recent months with reduced debt loads and smaller
operations must prove that their "untested business models" will
work.

"We're not sure how they've changed the equation," Mr. Oline said,
according to DBR.  "If they haven't, we could see some repeat
performances."

DBR also notes auto makers are seeking to consolidate their supply
base among fewer, stronger companies, and banks remain wary of
lending to the industry, said W. Patrick Dreisig, co-chair of the
Butzel Long's Global Automotive Industry Group.

"As the economy improves, some suppliers will find their working
capital is not sufficient to allow them to ramp up production,"
said Mr. Dreisig, a partner at the Detroit law firm, according to
DBR.  "That could put banks in the position of picking winners and
losers."


* FDIC Chair Wants Secured Creditors to Pay in Bank Failures
------------------------------------------------------------
Rebecca Christie at Bloomberg News reports Federal Deposit
Insurance Corp. Chairman Sheila Bair has endorsed a proposal that
would require secured lenders, like repurchase agreement lenders
and the Federal Home Loan Bank system, to bear losses of as much
as 20 percent to cover the costs of a systemically significant
bank failure.  The lenders currently require banks to post
collateral equal to the amount of funding they receive.  If a bank
is unable to repay the funds, the collateral changes hands and
isn't available to compensate other creditors or to repay losses
borne by government insurance funds.


* Junk Bond Sales Show Aggressive Lending Re-emerging, BofA Says
----------------------------------------------------------------
Signs of "aggressive lending" are reemerging in high-yield, high-
risk bonds, as U.S. corporate debt sales surpassed an annual
record of $1.171 trillion, according to Bank of America Merrill
Lynch, Bloomberg News reported.

JohnsonDiversey Holdings Inc. sold $250 million of 10.5 percent
pay-in-kind debt on Nov. 20, the first PIK bond sold since the
beginning of the credit crisis, New York-based analysts Oleg
Melentyev and Mike Cho wrote in a report.  Moody's Investors
Service expects the notes to recover 6 cents on the dollar in case
of default, the analysts wrote.  At least two bond sales have also
been completed to finance dividend payouts to equity holders, the
analysts said.

According to Bloomberg, debt issuance has soared this year as
borrowers have taken advantage of low interest rates and investors
demand higher- yielding assets.  Companies have sold $140.4
billion of junk bonds in the U.S. in 2009 compared with $64.3
billion for all of 2008, according to Bloomberg data.


* Bibby Financial Providing DIP Financing
-----------------------------------------
Bibby Financial Services said it provided a $750,000 accounts
receivable line of credit to an Arizona-based company that
provides underground cabling services.  The company, which has
about $5 million in annual sales, entered Chapter 11 bankruptcy
proceedings in the first quarter of 2009.  The line of credit has
been approved by the bankruptcy court as a debtor-in-possession
(DIP) facility, giving Bibby Financial Services the superior
creditor position.

"It's really an excellent factoring deal for us because the
cabling assignments are very short term -- completed in two or
three days -- and then invoicing follows immediately providing a
very clean paper trail," said Stewart Chesters, CEO of Bibby
Financial Services.  "Additionally, Bibby has the advantage of
having the financial flexibility and in-house legal expertise,
rare in factoring companies, to execute on DIP deals.  In this
economic environment we are seeing more and more opportunities to
provide DIP support, which traditionally would have been the
purview of the banking industry.  With our knowledge of the
bankruptcy rules and our financial flexibility, we have the
expertise to step in and take the lead to help our clients
continue to operate as they reorganize.

"DIP financing is another example of how factoring is playing an
important role in advancing the economy," Mr. Chesters said.
"Over the last year, U.S. factors have provided entrepreneurial
businesses at the forefront of the recovery with the funding they
need to survive and grow, which the inwardly focused banking
sector has denied them."

                    About Bibby Financial

Bibby Financial Services is a worldwide market leading specialist
of business cash flow solutions to small and medium-sized
enterprises.  With offices in 10 North American cities and 27
countries around the world, its product portfolio includes
receivables finance, factoring, export finance, purchase order
finance, specialist solutions for the staffing and trucking
sectors, and it is an approved lender for the Export-Import Bank's
working capital guaranty delegated authority program.  Bibby
Financial Services is a subsidiary of The Bibby Line Group, a 202
year-old privately held company based in the United Kingdom.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Teresa Wenger
       dba Chaser's
  Bankr. N.D. Ala. Case No. 09-84681
     Chapter 11 Petition filed November 16, 2009
        See http://bankrupt.com/misc/alnb09-84681.pdf

In Re Gallery Tower, LLC
  Bankr. D.C. Case No. 09-01014
     Chapter 11 Petition filed November 16, 2009
        See http://bankrupt.com/misc/dcb09-01014.pdf

In Re Edward J. Ryan
  Bankr. Mass. Case No. 09-21036
     Chapter 11 Petition filed November 16, 2009
        See http://bankrupt.com/misc/mab09-21036.pdf

In Re Sweetland LLC
  Bankr. N.H. Case No. 09-14480
     Chapter 11 Petition filed November 16, 2009
        See http://bankrupt.com/misc/nhb09-14480.pdf

In Re Olive Plaza LLC
  Bankr. W.D. Ark. Case No. 09-75829
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/arwb09-75829.pdf

In Re Palmisano & Associates, P.C.
      aka Palmisano Law Office
  Bankr. Ariz. Case No. 09-29563
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/azb09-29563.pdf

In Re Joseph P. Palmisano
     Amy K. Palmisano
  Bankr. Ariz. Case No. 09-29570
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/azb09-29570.pdf

In Re BH Mall, LLC
  Bankr. C.D. Calif. Case No. 09-42300
     Chapter 11 Petition filed November 17, 2009
        Filed as Pro Se

In Re Terrence John Ballowe
  Bankr. Colo. Case No. 09-34477
     Chapter 11 Petition filed November 17, 2009
        Filed as Pro Se

In Re Elsbe Properties, Inc.
  Bankr. Colo. Case No. 09-34495
     Chapter 11 Petition filed November 17, 2009
        Filed as Pro Se

In Re Gary Duane Reifschneider
  Bankr. Colo. Case No. 09-34505
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/cob09-34505.pdf

In Re Boffi Studio DC, LLC
      fdba Boffi DC, LLC
  Bankr. D.C. Case No. 09-01023
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/dcb09-01023.pdf

In Re TB Six, LLC
  Bankr. N.D. Ga. Case No. 09-90557
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/ganb09-90557.pdf

In Re Daniel Dhondt
  Bankr. Nev. Case No. 09-31786
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/nvb09-31786.pdf

In Re Terry R. Black
     Jennifer L. Black
  Bankr. Md. Case No. 09-32307
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/mdb09-32307.pdf

In Re Harvey J. Whitney
     Sue A. Whitney
  Bankr. Neb. Case No. 09-43354
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/neb09-43354.pdf

In Re Deborah Taylor-Cramer
  Bankr. Nev. Case No. 09-54101
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/nevb09-54101.pdf

In Re Ocean Circle Holdlings, LLC
  Bankr. N.J. Case No. 09-40969
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/njb09-40969.pdf

In Re R.L.R. Construction, Inc.
  Bankr. N.D. Ohio Case No. 09-37986
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/ohnb09-37986.pdf

In Re Vincent J. Terrizzi, Sr.
     Audrey J. Terrizzi
  Bankr. W.D. Pa. Case No. 09-71359
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/pawb09-71359.pdf

In Re Fort Knox Storage, LLC
  Bankr. E.D. Tenn. Case No. 09-36300
     Chapter 11 Petition filed November 17, 2009
        See http://bankrupt.com/misc/tneb09-36300.pdf

In Re Mahoney and Sons Const., LLC
      aka Jim Mahoney Const.
  Bankr. E.D. Wis. Case No. 09-36501
     Chapter 11 Petition filed November 17, 2009
        Filed as Pro Se

In Re Feaster & Sons Oil Distributors, Inc.
   Bankr. S.D. Ala. Case No. 09-15381
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/alsb09-15381.pdf

In Re Nouveau Salon & Spa, LLC
   Bankr. S.D. Ala. Case No. 09-15380
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/alsb09-15380.pdf

In Re Lethe Lew
   Bankr. Ariz. Case No. 09-29704
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/azb09-29704.pdf

In Re Richard Harley Smith
   Bankr. Ariz. Case No. 09-29663
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/azb09-29663.pdf

In Re Richard A. Brownstein
   Bankr. C.D. Calif. Case No. 09-25459
      Chapter 11 Petition filed November 18, 2009
         Filed as Pro Se

In Re Alpha One, Inc.
   Bankr. Del. Case No. 09-14090
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/deb09-14090.pdf

In Re Commander Foods Inc.
   Bankr. Del. Case No. 09-14084
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/deb09-14084.pdf

In Re Penny Curtiss Baking Company, Inc.
   Bankr. Del. Case No. 09-14082
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/deb09-14082.pdf

In Re Big M Supermarkets, Inc.
   Bankr. Del. Case No. 09-14083
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/deb09-14083.pdf

In Re Michael L. Cucchiello
        dba Cucchiello's Bakery
   Bankr. Mass. Case No. 09-21113
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/mab09-21113.pdf

In Re M&M Delta, Inc.
        dba Herford & Hops Steak House
   Bankr. W.D. Mich. Case No. 09-90851
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/miwb09-90851.pdf

In Re Glenmartin, Inc.
   Bankr. W.D. Mo. Case No. 09-22427
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/mowb09-22427.pdf

In Re Lone Mountain Food & Beverage, LLC
   Bankr. Mont. Case No. 09-62328
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/mtb09-62328.pdf

In Re Grand Auto and Truck Center, Limited
   Bankr. N.D. Ill. Case No. 09-43770
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/ilnb09-43770.pdf

In Re Kingston Bob's, Inc.
   Bankr. N.D. Texas Case No. 09-37858
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/txnb09-37858.pdf

In Re Ristorante Paradiso, Inc.
   Bankr. N.J. Case No. 09-41107
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/njb09-41107.pdf

In Re Smithtown Hotel, Inc.
   Bankr. E.D.N.Y. Case No. 09-78899
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/nyeb09-78899.pdf

In Re One Lynch, LLC
      c/o John M. Franklin, Esq.
   Bankr. E.D. Pa. Case No. 09-18783
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/paeb09-18783.pdf

In Re Ronin Fine Wines, LLC
   Bankr. N.D. Texas Case No. 09-37849
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/txnb09-37849.pdf

In Re American Medical Physics, LLC
   Bankr. E.D. Va. Case No. 09-37626
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/vaeb09-37626.pdf

In Re Paky LLC
   Bankr. E.D. Va. Case No. 09-19497
      Chapter 11 Petition filed November 18, 2009
         See http://bankrupt.com/misc/vaeb09-19497.pdf

In Re Chris Eugene O'neil
      Mary Grace O'neil
        aka Sis O'neil
   Bankr. Ariz. Case No. 09-29902
      Chapter 11 Petition filed November 19, 2009
         See http://bankrupt.com/misc/azb09-29902.pdf

In Re Law Offices of Donald W. Hudspeth, P.C.
   Bankr. Ariz. Case No. 09-30000
      Chapter 11 Petition filed November 19, 2009
         See http://bankrupt.com/misc/azb09-30000.pdf

In Re Mario Rodriguez
      Maria Rodriguez
   Bankr. Ariz. Case No. 09-29962
      Chapter 11 Petition filed November 19, 2009
         See http://bankrupt.com/misc/azb09-29962.pdf

In Re Jacketman of California Inc.
   Bankr. C.D. Calif. Case No. 09-42505
      Chapter 11 Petition filed November 19, 2009
         Filed as Pro Se

In Re Lisa Lea Hunt-Nocero
        dba Oliveras Coffee and Juice Bar
   Bankr. C.D. Calif. Case No. 09-38053
      Chapter 11 Petition filed November 19, 2009
         Filed as Pro Se

In Re Maria C. Rivera
   Bankr. C.D. Calif. Case No. 09-38084
      Chapter 11 Petition filed November 19, 2009
         See http://bankrupt.com/misc/cacb09-38084.pdf

In Re TJ'S Alpine, Inc.
   Bankr. N.D. Ill. Case No. 09-75156
      Chapter 11 Petition filed November 19, 2009
         See http://bankrupt.com/misc/ilnb09-75156.pdf

In Re Sheldon L. Wilson
   Bankr. M.D. Pa. Case No. 09-08988
      Chapter 11 Petition filed November 19, 2009
         Filed as Pro Se

In Re Revis Scott Fowler
        dba Scott Fowler
        dba S & S Mowing
        aka Fowler Services
      Cynthia Lee Fowler
   Bankr. W.D. Pa. Case No. 09-28580
      Chapter 11 Petition filed November 19, 2009
         See http://bankrupt.com/misc/pawb09-28580.pdf

In Re R.K. Millwork Installation, LLC
   Bankr. W.D. Pa. Case No. 09-28588
      Chapter 11 Petition filed November 19, 2009
         See http://bankrupt.com/misc/pawb09-28588.pdf

In Re Starfire Corporation
   Bankr. W.D. Pa. Case No. 09-71371
      Chapter 11 Petition filed November 19, 2009
         See http://bankrupt.com/misc/pawb09-71371.pdf

In Re Versailles Design Center, Inc.
   Bankr. E.D. Va. Case No. 09-19521
      Chapter 11 Petition filed November 19, 2009
         See http://bankrupt.com/misc/vaeb09-19521.pdf

In Re Gregory J. Joy
      Valerie A. Joy
   Bankr. C.D. Calif. Case No. 09-22953
      Chapter 11 Petition filed November 20, 2009
         See http://bankrupt.com/misc/cacb09-22953.pdf

In Re John E. Mason, Jr.
        aka John Mason
        aka John E Mason
      Blanca Mason
        aka Blanca Nehring Mason
        aka Blanca Nehring
   Bankr. C.D. Calif. Case No. 09-42680
      Chapter 11 Petition filed November 20, 2009
         Filed as Pro Se

In Re Daniel C. Robinson
        dba Dan's Car Care
   Bankr. E.D. Pa. Case No. 09-18885
      Chapter 11 Petition filed November 20, 2009
         See http://bankrupt.com/misc/paeb09-18885.pdf

In Re Home Builders Association of Greater Chicago
        aka HBAGC
   Bankr. N.D. Ill. Case No. 09-44080
      Chapter 11 Petition filed November 20, 2009
         See http://bankrupt.com/misc/ilnb09-44080.pdf

In Re Kensington Court, LLC
   Bankr. N.D. Ill. Case No. 09-44165
      Chapter 11 Petition filed November 20, 2009
         See http://bankrupt.com/misc/ilnb09-44165.pdf

In Re Strapazza of Columbia II, Inc.
   Bankr. Md. Case No. 09-32625
      Chapter 11 Petition filed November 20, 2009
         See http://bankrupt.com/misc/mdb09-32625.pdf

In Re J & D Properties 1, Inc.
        aka J&D Properties, Inc.
   Bankr. W.D. Mo. Case No. 09-22466
      Chapter 11 Petition filed November 20, 2009
         See http://bankrupt.com/misc/mowb09-22466.pdf

In Re Brookdale Gardens Association, Inc.
   Bankr. N.J. Case No. 09-41305
      Chapter 11 Petition filed November 20, 2009
         See http://bankrupt.com/misc/njb09-41305.pdf

In Re Corolla Surf Shop Corporation
        dba Corolla Surf Shop
   Bankr. E.D. N.C. Case No. 09-10117
      Chapter 11 Petition filed November 20, 2009
         See http://bankrupt.com/misc/nceb09-10117.pdf

In Re Lani Louise Greer
        dba Le Jazz
   Bankr. M.D. Tenn. Case No. 09-13366
      Chapter 11 Petition filed November 20, 2009
         See http://bankrupt.com/misc/tnmb09-13366.pdf

In Re Medical Associates Clinics, LLC
   Bankr. N.D. Texas Case No. 09-47382
      Chapter 11 Petition filed November 20, 2009
         See http://bankrupt.com/misc/txnb09-47382.pdf

In Re TM Services, Inc.
   Bankr. S.D. W.Va. Case No. 09-21230
      Chapter 11 Petition filed November 20, 2009
         See http://bankrupt.com/misc/wvsb09-21230.pdf

In Re Creative Tile and Marble, Inc.
   Bankr. N.D. Calif. Case No. 09-71180
      Chapter 11 Petition filed November 22, 2009
         See http://bankrupt.com/misc/canb09-71180.pdf

In Re Le Club, LLC
   Bankr. N.D. Calif. Case No. 09-33681
      Chapter 11 Petition filed November 22, 2009
         See http://bankrupt.com/misc/canb09-33681.pdf

In Re Steven R. Spickler
        dba PUGDAWGS, LLC
        dba Legends Casino
      Paula G. Spickler
   Bankr. Nev. Case No. 09-32024
      Chapter 11 Petition filed November 22, 2009
         See http://bankrupt.com/misc/nvb09-32024.pdf

In Re Unreal Marketing Solutions, Inc.
   Bankr. E.D. Pa. Case No. 09-18911
      Chapter 11 Petition filed November 22, 2009
         See http://bankrupt.com/misc/paeb09-18911.pdf


In Re Jill Slikker
   Bankr. Ariz. Case No. 09-30245
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/azb09-30245.pdf

In Re Nutech Acquisition Corporation
   Bankr. C.D. Calif. Case No. 09-43024
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/cacb09-43024.pdf

In Re David B. McDaniels
   Bankr. E.D. Calif. Case No. 09-93833
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/caeb09-93833.pdf

In Re Tammy Benton Porter
        aka Tammy Benton
   Bankr. E.D. Calif. Case No. 09-45669
      Chapter 11 Petition filed November 23, 2009
         Filed as Pro Se

In Re Gerald J. Felling
   Bankr. N.D. Calif. Case No. 09-13958
      Chapter 11 Petition filed November 23, 2009
         Filed as Pro Se

In Re Danbury Stairs Corporation
   Bankr. Conn. Case No. 09-52377
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/ctb09-52377.pdf

In Re Distinctive Call Response, Inc.
   Bankr. Del. Case No. 09-14153
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/deb09-14153.pdf

In Re J.W.O., Inc.
   Bankr. M.D. Fla. Case No. 09-09928
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/flmb09-09928.pdf

In Re Millennium Lawn & Landscape, Inc.
   Bankr. M.D. Fla. Case No. 09-26812
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/flmb09-26812.pdf

In Re Monterrey Wholesale, Inc.
   Bankr. N.D. Ga. Case No. 09-90983
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/ganb09-90983.pdf

In Re Florence E. Smith
   Bankr. W.D. Ky. Case No. 09-36025
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/kywb09-36025.pdf

In Re Southern Hospitality Services, Inc.
   Bankr. Md. Case No. 09-32815
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/mdb09-32815.pdf

In Re Moonrock Bar & Grill, LLC
        dba Donato Restaurant, LLC
        dba Champlin Grille
   Bankr. Minn. Case No. 09-47936
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/mnb09-47936.pdf

In Re Mountain Top Construction Company, L.L.C.
   Bankr. Mont. Case No. 09-62370
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/mtb09-62370.pdf

In Re Treeline Springs, L.L.C.
   Bankr. Mont. Case No. 09-62368
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/mtb09-62368.pdf

In Re Linh Quang Buddhist Center, Inc.
   Bankr. Neb. Case No. 09-43408
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/neb09-43408.pdf

In Re Mark McGarry
        dba McGarry Investment
        dba McGarry And Associates
      Leslie McGarry
   Bankr. Nev. Case No. 09-32062
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/nvb09-32062.pdf

In Re 1600 Route 70, LLC,
         t/a Marina Grille
   Bankr. N.J. Case No. 09-41575
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/njb09-41575.pdf

In Re Nevlow Properties LLC
   Bankr. S.D.N.Y. Case No. 09-38239
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/nysb09-38239.pdf

In Re MDS MFG., LLC
   Bankr. N.D. Ill. Case No. 09-44482
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/ilnb09-44482.pdf

In Re Filmet Color Laboratories, Inc.
   Bankr. W.D. Pa. Case No. 09-28639
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/pawb09-28639.pdf

In Re Impresos Quintana Inc.
   Bankr. Puerto Rico Case No. 09-10036
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/prb09-10036.pdf

In Re Excelsior Enterprises, Inc.
        dba Witness Wear
        fdba Earth Wear
        dba Heaven & Earth's Corner
   Bankr. S.C. Case No. 09-08813
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/scb09-08813.pdf

In Re Chadwick Prater Homes, Inc.
   Bankr. M.D. Tenn. Case No. 09-13463
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/tnmb09-13463.pdf

In Re Robert L. Pittman, Jr.
        dba Pittman Classic Cars
        dba Bob Pittman Restorations
        dba Bob Pittman Classic Cars
      Deborah T. Pittman
   Bankr. M.D. Tenn. Case No. 09-13482
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/tnmb09-13482.pdf

In Re Robert Wayne Bell, Jr.
        dba Custom Tile & Marble
   Bankr. M.D. Tenn. Case No. 09-13496
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/tnmb09-13496.pdf

In Re Gregory Dean Eversole
   Bankr. S.D. Texas Case No. 09-38878
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/txsb09-38878.pdf

In Re Pat J. Herlan, WV Real Estate Broker, Inc.
        dba Almost Heaven WV Realty
   Bankr. N.D. W.Va. Texas Case No. 09-02665
      Chapter 11 Petition filed November 23, 2009
         See http://bankrupt.com/misc/wvnb09-02665.pdf

In Re Kelley Septic Tank & Backhoe Service, Inc.
   Bankr. N.D. Ala. Case No. 09-84812
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/alnb09-84812.pdf

In Re Maria Caroline Townsend
        aka Caroline Townsend
   Bankr. C.D. Calif. Case No. 09-14938
      Chapter 11 Petition filed November 24, 2009
         Filed as Pro Se

In Re Nancy Veronica Cea
   Bankr. C.D. Calif. Case No. 09-23060
      Chapter 11 Petition filed November 24, 2009
         Filed as Pro Se

In Re A Woman's Touch, P.A.
   Bankr. M.D. Fla. Case No. 09-09973
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/flmb09-09973.pdf

In Re The Jaden Group, LLC
   Bankr. M.D. Fla. Case No. 09-18077
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/flmb09-18077.pdf

In Re William D. Martin
        aka Florida Railroad & Lumber Co.
   Bankr. N.D. Fla. Case No. 09-10596
      Chapter 11 Petition filed November 24, 2009
         Filed as Pro Se

In Re Boston Blackies Management Company, Inc.
   Bankr. N.D. Ill. Case No. 09-44643
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/ilnb09-44643.pdf

In Re Boston Blackies of Riverside Plaza, Inc.
   Bankr. N.D. Ill. Case No. 09-44646
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/ilnb09-44646.pdf

In Re Boston Blackies of Lake Cook Plaza, Inc.
           dba Boston Blackies - Deerfield
   Bankr. N.D. Ill. Case No. 09-44649
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/ilnb09-44649.pdf

In Re Boston Blackies of Winnetka, Inc.
           aka Boston Blackies - Glencoe
   Bankr. N.D. Ill. Case No. 09-44652
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/ilnb09-44652.pdf

In Re Boston Blackies of Arlington Heights
   Bankr. N.D. Ill. Case No. 09-44654
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/ilnb09-44654.pdf

In Re Boston Blackies of Naperville, LLC
   Bankr. N.D. Ill. Case No. 09-44655
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/ilnb09-44655.pdf

In Re Boston Blackies - 164 East Grand
          aka Boston Blackies - Grand Avenue
   Bankr. N.D. Ill. Case No. 09-44658
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/ilnb09-44658.pdf

In Re Gaming Entertainment, Inc.
   Bankr. Nev. Case No. 09-32258
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/nvb09-32258.pdf

In Re Universal Windows Group, Inc.
   Bankr. N.J. Case No. 09-41600
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/njb09-41600.pdf

In Re 2170 Eighth Ave Reality Management
   Bankr. S.D.N.Y. Case No. 09-16957
      Chapter 11 Petition filed November 24, 2009
         Filed as Pro Se

In Re Renaissance Air, LLC
   Bankr. E.D. N.C. Case No. 09-10236
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/nceb09-10236.pdf

In Re Shade Tree Custom Homes & Development, LLC
   Bankr. E.D. N.C. Case No. 09-10207
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/nceb09-10207.pdf

In Re Black Water Center, Inc.
   Bankr. E.D. N.C. Case No. 09-10214
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/nceb09-10214.pdf

In Re LBC Properties, Inc.
   Bankr. M.D. N.C. Case No. 09-52379
      Chapter 11 Petition filed November 24, 2009
         See http://bankrupt.com/misc/ncmb09-52379.pdf

In Re Total Commitment, LLC
   Bankr. S.D. Texas Case No. 09-70840
      Chapter 11 Petition filed November 24, 2009
         Filed as Pro Se



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **