TCR_Public/091127.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 27, 2009, Vol. 13, No. 328

                            Headlines

ABITIBIBOWATER INC: ACI and ABUH Report Third Quarter Results
ABITIBIBOWATER INC: Bowater Inc. & BNS Report Q3 Results
ABITIBIBOWATER INC: Canada Agency Tackles C$1.3BB Pension Shortage
ACA REAL ESTATE: Oversec. Creditor Gets Default Rate Postpetition
ADELPHIA COMMS: Recovery Trust Has Settlement with Motorola

AMACORE GROUP: String of Losses Continue; Q3 Net Loss at $7.2MM
ARCH ALUMINUM & GLASS: Case Summary & 20 Largest Unsec. Creditors
ASARCO LLC: Vedanta Seeks Return of $50MM Deposit, Reimbursement
ASSOCIATED BANC: S&P Shifts Counterparty Credit Ratings to 'BB+/B'
AUTOBACS STRAUSS: Sues Pep Boys for Landlord Interference

BERRY PLASTICS: Reports Third Straight Year of Losses
BIOJECT MEDICAL: Registers 150,000 Shares Under Benefit Plan
CAPMARK FINANCIAL: Committee Has Protocol for Sharing Information
CAPMARK FINANCIAL: Consultants Want Prompt Decision on Agreement
CAPMARK FINANCIAL: Proposes KPMG as Accounting Advisor

CAPMARK FINANCIAL: Proposes Lazard as Investment Banker
CENTAUR PA: Valley View Downs Letter of Credit Maturity Extended
CHEMTURA CORP: Court Allows Fees Totalling $13.6 Million
CHEMTURA CORP: Sees Further Growth in Antioxidant Business
CHRYSLER LLC: Amends Newark Plan Purchase Agreement

CHRYSLER LLC: Gets Nod to Assume & Assign Crown Group's Sublease
CHRYSLER LLC: New Chrysler to Take Over CIC Contracts
CHRYSLER LLC: Settles Three Priority Tax Claims
CARABEL EXPORT: Plan Now with Creditors; Conf. Hearing on Feb. 22
CASCADIA PROJECT: Must Restructure $75MM Loan to Avert Liquidation

CATALYST PAPER: S&P Downgrades Corporate Credit Rating to 'CC'
CINRAM INTERNATIONAL: Moody's Changes Default Rating to 'Caa1/LD'
CIRTRAN CORP: Reports $1.2 Million Net Loss for Sept. 30 Quarter
CLEM CARINALLI: AG Probes Loans Made by Sonoma University
CLIFFORD ROBINSON: Files Amended List of Largest Unsec. Creditors

CONSECO INC: Paulson Discloses Ownership of 9.9% of Common Stock
CONSECO INC: Registers Proposed Public Sale of $230MM Common Stock
CONSPIRACY ENTERTAINMENT: Swings to $5.3MM Net Loss for Q3 2009
COOPER-STANDARD: Plan Exclusivity Extended to March 31
COYOTES HOCKEY: Stotland Plans to Buy Coyotes, Won't Transfer Team

DANA HOLDING: Moody's Gives Stable Outlook, Affirms 'Caa2' Rating
DBSD NORTH AMERICA: DISH Network & Sprint Appeal Confirmation
DELTA AIR LINES: Executives Dispose of Shares
DR HORTON: S&P Affirms Corporate Credit Rating at 'BB-'
DUBAI WORLD: Int'l Banks Exposed; Fire Sale of Assets Feared

DUBAI WORLD: Port Unit DP World Not Part of Restructuring
EASTER SEALS: Two Day Care Centers Eye Property at Green Hills
ENTERPRISE PRODUCTS: Moody's Puts Ba1 Rating on 7.00% Jr. Notes
EPIC AIRCRAFT: Has Four Potential Bidders for Assets

ESCADA AG: US Unit Extends Removal Period Until February 10
ESCADA AG: US Unit Proposes Dec. 24 Claims Bar Date
FAIRPOINT COMMS: Gets Final Nod to Honor Employee Obligations
FAIRPOINT COMMS: Net Loss at $77.3 Million at Third Quarter
FAIRPOINT COMMS: Proposes Settlement With Capgemini

FIRST REGIONAL: Receives Nasdaq Non-Compliance Notice
FLYING J: To Sell Oil & Gas Production Biz to Citation for $92MM
FOUNTAIN POWERBOAT: Plan Offers 5% to 18% Recovery for Unsecureds
FOUNTAIN VILLAGE: Beardsley Faces Lawsuit Over Default
FOURTH QUARTER 118: Has Until December 4 to File Schedules

FOURTH QUARTER XLVII: Has Until December 4 to File Schedules
FREEDOM COMMUNICATIONS: Appeals Denial of Houlihan Lokey Fixed Fee
FREEDOM COMMUNICATIONS: Sets to Sell Tribune to Thirteenth Street
GENERAL MOTORS: Labor Chief Klaus Franz Says Opel Unacceptable
GENERAL MOTORS: Saab Union Dismayed on Koenigsegg Deal Collapse

GENMAR HOLDINGS: Wood Can Use Cash Collateral Until January 15
GLASSLINE PARTNERSHIP: Files Schedules of Assets and Liabilities
GLOBAL ENERGY: To Liquidate Non-Core Assets in Bankruptcy
GLOBAL ENERGY: Case Summary & 20 Largest Unsecured Creditors
GOLDEN EAGLE: Posts $619,000 Net Loss for September 30 Quarter

GRAHAM PACKAGING: Closes $253.3MM Offering of 8-1/4% Senior Notes
GREEKTOWN HOLDINGS: Noteholders Amend Alternative Plan
GREEKTOWN HOLDINGS: Proposes to Extend FIB Letter of Credit Pact
GREEKTOWN HOLDINGS: Rejects Miller Parking Co. Contract
GREENSHIFT CORP: Posts $3.46-Mil. Net Loss for Sept. 30 Quarter

GREYSTONE PHARMACEUTICALS: Taps John Ryder as Bankruptcy Counsel
GREYSTONE PHARMACEUTICALS: Wants to Obtain DIP Loan from BLN
HERCULES CHEMICAL: Bankruptcy Court Hearing on Plan Dec. 22
IMPERIAL INDUSTRIES: Posts $1.8MM Q3 Net Loss; CFO Resigns
IMPERIAL INDUSTRIES: Receives Nasdaq Deficiency Notice

IPCS INC: Gabelli Funds Owns 5.81% of Outstanding Stock
IPCS INC: Sprint Nextel Files Amendment No. 4 to Tender Offer
JDA SOFTWARE: S&P Affirms Corporate Credit Rating at 'BB-'
KB TOYS: U.S. Trustee Objects Ch. 11 Dismissal Bid
LANDAMERICA FIN'L: OneStop Proposes Dec. 13 Claims Bar Date

LANDAMERICA FIN'L: OneStop Proposes Transition Agreement
LEHMAN BROTHERS: HKMA Says 334 Cases Set for Further Action
LEHMAN BROTHERS: Seeks to Collect Unpaid Employee Loans
LEHMAN BROTHERS: Still Fixing Discrepancies in Securities Data
LYONDELL CHEMICAL: Blames LBO Litigation for Plan Delay

MASTEC INC: Moody's Affirms Corporate Family Rating at 'Ba3'
MDWERKS INC: Reports $2.3 Million Net Loss for Sept. 30 Qtr.
MERUELO MADDUX: Exclusive Plan Proposal Period Expires Nov. 30
MERUELO MADDUX: Pushes One-Day Auction on Building
MOONLIGHT BASIN: Can Access $1.4 Million to Conduct Business

MOONLIGHT BASIN: Files Schedules of Assets & Liabilities
MOONLIGHT BASIN: Sec. 341 Meeting Set for December 9
MOONLIGHT BASIN: Taps Browning Kaleczyc as Special Counsel
MOONLIGHT BASIN: Wants to Hire Patten Peterman as Bankr. Counsel
MPM TECHNOLOGIES: Reports $350,000 Net Loss for Sept. 30 Quarter

MSGI SECURITY: Posts $3.2MM Net Loss at Sept. Qtr; Has $223 Cash
NATIONAL CONSUMER: Fitch Downgrades Issuer Default Rating to 'B'
NATIONAL GOLD: Ch. 11 Trustee Seeks to Sell Hockey Season Tickets
NEW ORIENTAL: Receives Non-Compliance Notice From Nasdaq
NOBLE INTERNATIONAL: Creditors File Objection to Liquidation Plan

NOVADEL PHARMA: Receives $113,944 From Sale of Shares to Seaside
NORTEL NETWORKS: Workers Lose Appeal for Severance Pay
NUTRACEA: U.S. Trustee Appoints 5-Member Creditors Committee
PACIFIC ETHANOL: Prepares to Resume Ops. at Magic Valley Facility
PACIFIC LIFESTYLE: Unsecured Creditors to Recover 12% of Claims

PENN TRAFFIC: Asks Court to Extend Filing of Schedules by 45 Days
PENN TRAFFIC: Sec. 341 Meeting Set for December 23
PENN TRAFFIC: Taps Haynes and Boone as Bankruptcy Counsel
PENN TRAFFIC: Wants to Hire Morris Nichols as Co-Counsel
PETTERS WORLDWIDE: Court Approves Payouts to Five Firms

PILGRIM'S PRIDE: USDA Challenged Firm's Reorganization Plan
PILGRIM'S PRIDE: American Appraisal Hired as Valuation Consultant
PILGRIM'S PRIDE: Equity Panel Has OK for Houlihan as Fin'l Advisor
PILGRIM'S PRIDE: Has OK to Tap Guantao for Anti-Dumping Probe
PILGRIM'S PRIDE: Sues Old Republic on Letter of Credit Dispute

PIXMAN NOMADIC: Expects to File Annual Fin'l Statements by Dec. 18
RAHAXI INC: Sept. 30 Balance Sheet Upside Down by $4,051,640
PROTOSTAR LTD: Wants Exclusivity Extension Until February
READER'S DIGEST: Asks for Plan Exclusivity Until Feb. 22
READER'S DIGEST: Proposes to Enter Into 2 Corporate Office Leases

READER'S DIGEST: Proposes to Pay Seiden Krieger
READER'S DIGEST: Wants March 22 Lease Decision Deadline
REFCO INC: Bear Stearns, et al., Transfer Claims to Chase Lincoln
REFCO INC: Stipulation Reducing GECC Claims to $588,000
REMEDIATION FINANCIAL: Court Continues DS Hearing on January 6

RESERVE PRIMARY: Court Orders Pro-Rata Distribution to Investors
RETAIL PRO: Seeks Voluntary Conversion to Chapter 7
SAKS INCORPORATED: Fitch Affirms Issuer Default Rating at 'B-'
SEMGROUP ENERGY: Vitol Deal Closes; To Change Name to Blueknight
SEMGROUP ENERGY: Wachovia Credit Revolver Reduced to $40 Million

SEMGROUP LP: Bettina Whyte Named Litigation Trustee Under Plan
SEMGROUP LP: Gets Nod to Pay $400,000 Bonus to Terry Ronan
SEMGROUP LP: Proposes Settlement With Targa Liquids
SEMGROUP LP: Reaches Deal With BP Oil on Funds Release
SHALAN ENTERPRISES: Case Summary & 18 Largest Unsec. Creditors

SHERWOODCLAY-AUSTIN: Has Until November 30 to File Schedules
SILICON GRAPHICS: Terminates Registration of Common Shares
SOUTH BEACH SECURITIES: Dist. Ct. Rejects Tax Avoidance Plan
SPRINT NEXTEL: Receives Regulatory Approvals for iPCS Acquisition
STALLION OILFIELD: Texas Comptroller Objects to Plan

STARCO VENTURES: Case Summary & 5 Largest Unsecured Creditors
STATION CASINOS: Claims Bar Date Extended to January 15
STATION CASINOS: Committee Reports LBO Was Not Fraudulent Transfer
STATION CASINOS: Plan Exclusivity Extended to Dec. 11
STATION CASINOS: Records $455.4 Million Net Loss for Q3

STEWART & STEVENSON: S&P Corrects Press Release; Junks Rating
TALLYGENICOM LP: U.S. Case Dismissed This Month on Request
TATANKA DEVELOPMENT: Sec. 341 Meeting Set for December 21
TAYLOR-WHARTON: Court Extends Schedules Filing Until Jan. 18
TAYLOR-WHARTON: Taps Reed Smith as Bankruptcy Counsel

THOMAS SCHULTHEIS: Voluntary Chapter 11 Case Summary
TRILOGY DEVELOPMENT: KC Scaffold Seeks Payment for Lease
TROPICANA ENT: Adamar of NJ Proposes to Renew D&O Insurance
TROPICANA ENT: Atlantic City Purchase Price Stays at $200 Million
TROPICANA ENT: NJ Debtors Seek to Extend Cash Collateral Period

TRUMP ENTERTAINMENT: Beal to Present Outline of Own Plan Dec. 11
TRUMP ENTERTAINMENT: D. Trump Discloses Ownership of 8.29% Common
UAL CORP: Wilmington Trust to Purchase $810.3MM of Equipment Notes
VANGENT INC: S&P Downgrades Corporate Credit Rating to 'B'
WAVERLY GARDENS: Wants to Get DIP Loan Ext. from First Tennessee

WORKSTREAM INC: Chairman Mullarkey Assumes President, CEO Roles
YRC WORLDWIDE: Offers Non-Compete Agreement With Execs
YRC WORLDWIDE: Sells Contract Carriage Biz for $34MM Cash + Debt
ZAIS INVESTMENT: Receives Notice of Acceleration From Noteholders

* FDIC's Deposit Insurance Has Negative $8.2BB Balance at Sept.
* Toss of Holland & Knight Malpractice Suit Affirmed

* BOOK REVIEW: Corporate Players - Designs for Working and Winning
               Together

                            *********

ABITIBIBOWATER INC: ACI and ABUH Report Third Quarter Results
-------------------------------------------------------------
  ABITIBI-CONSOLIDATED INC. & ABITIBIBOWATER US HOLDING LLC
              Combined Balance Sheet Information
(Under Creditor Protection Proceedings as of April 16 & 17, 2009)
                   As of September 30, 2009

                            ASSETS

Current Assets:
Cash and cash equivalents                          $185,000,000
Accounts receivable, net                            343,000,000
Accounts receivable from affiliates                   7,000,000
Inventories, net                                    301,000,000
Assets held for sale                                526,000,000
Other current assets                                 23,000,000
                                                 ---------------
Total Current Assets                               1,385,000,000

Fixed assets, net                                  2,126,000,000
Amortizable intangible assets, net                   475,000,000
Other assets                                         302,000,000
                                                 ---------------
Total Assets                                      $4,288,000,000
                                                 ===============

                     LIABILITIES AND DEFICIT

Liabilities not subject to compromise:
Current Liabilities:
Accounts payable and accrued liabilities           $283,000,000
Debtor-in-possession financing                       55,000,000
Short-term bank debt                                347,000,000
Current portion of long-term debt                   651,000,000
Liabilities associated with assets
held for sale                                        66,000,000
                                                 ---------------
Total Current Liabilities                          1,402,000,000

Long-term debt, net                                   35,000,000
Pension & other postretirement projected
benefit obligations                                  57,000,000
Other long-term benefits                             103,000,000
Deferred income taxes                                 80,000,000
                                                 ---------------
Total Liabilities Not Subject to Compromise        1,677,000,000

Liabilities Subject to Compromise                  3,265,000,000
                                                 ---------------
Total Liabilities                                  4,942,000,000

Commitments and Contingencies
Deficit:
ACI and AbitibiBowater US Holding LLC
shareholders' deficit:
Common stock                                      2,287,000,000
Additional paid-in capital                          377,000,000
Deficit                                          (2,696,000,000)
Accumulated other comprehensive loss               (690,000,000)
                                                 ---------------
Total Abitibi-Consolidated Inc. and
AbitibiBowater US Holding LLC shareholders'
deficit                                            (722,000,000)
Non-controlling interests                             68,000,000
                                                 ---------------
Total Deficit                                       (654,000,000)

Total Liabilities and Deficit                     $4,288,000,000
                                                 ===============

  ABITIBI-CONSOLIDATED INC. & ABITIBIBOWATER US HOLDING LLC
         Combined Statements of Operations Information
(Under Creditor Protection Proceedings as of April 16 & 17, 2009)
             Three Months Ended September 30, 2009

Sales                                               $566,000,000

Cost and expenses:
Cost of sales                                       498,000,000
Depreciation, amortization and cost of timber        80,000,000
Distribution costs                                   65,000,000
Selling and admin. expenses                          32,000,000
Closure costs, impairment & other                   (80,000,000)
Net gain on disposition of assets                   (38,000,000)
                                                 ---------------
Operating loss                                         9,000,000

Interest expense                                     (86,000,000)
Other (expense) income, net                          (33,000,000)
                                                 ---------------
Loss before reorganization items
& income taxes                                     (110,000,000)
Reorganization items, net                           (107,000,000)
                                                 ---------------
Loss before income taxes                            (217,000,000)
Income tax (provision) benefit                       (27,000,000)
                                                 ---------------
Net loss including non-controlling interests        (244,000,000)
Net loss (income) attributable
to non-controlling interests                          3,000,000
                                                 ---------------
Net loss attributable to ACI & AbitibiBowater      ($241,000,000)
US Holding LLC                                  ===============

   ABITIBI-CONSOLIDATED INC. & ABITIBIBOWATER US HOLDING LLC
         Combined Statements of Cash Flows Information
(Under Creditor Protection Proceedings as of April 16 & 17, 2009)
            Three Months Ended September 30, 2009

Cash Flows from Operating Activities:
Net loss including non-controlling interests       ($244,000,000)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Share-based compensation                                      -
Depreciation, amortization and cost of timber        80,000,000
Closure costs, impairment & other                   (80,000,000)
Write-downs of mill stores inventory                          -
Deferred income taxes                                40,000,000
Net pension contributions                            33,000,000
Net gain on disposition of assets                   (38,000,000)
Gain on extinguishment of debt                                -
Amortization of debt discount (premium), net                  -
Loss (gain) on translation of
foreign currency debt                                41,000,000
Non-cash reorganization items, net                   95,000,000
DIP financing costs                                           -
Changes in working capital:
Accounts receivable                                   5,000,000
Inventories                                          34,000,000
Other current assets                                 (3,000,000)
Accounts payable & accrued liabilities               84,000,000
Other, net                                          (73,000,000)
                                                 ---------------
Net cash (used in) provided by
operating activities                                (26,000,000)

Cash Flows from Investing Activities:
Cash invested in fixed assets                       (17,000,000)
Dispositions of assets                               49,000,000
Decrease (increase) in deposit requirements
for letters of credit, net                           21,000,000
Cash received in monetization of derivative
financial instruments                                         -
                                                 ---------------
Net cash provided by (used in)
investing activities                                 53,000,000

Cash Flows from Financing Activities:
Cash dividends to non-controlling interests                   -
DIP financing                                        25,000,000
DIP financing costs                                   1,000,000
Term loan financing                                           -
Term loan payments                                            -
Short-term financing, net                                     -
Issuance of long-term debt                                    -
Payments of long-term debt                                    -
Payments of financing fees                                    -
                                                 ---------------
Net cash provided by (used in)
financing activities                                 26,000,000
                                                 ---------------
Net increase (decrease) in cash
& cash equivalents                                   53,000,000

Cash & cash equivalents:
Beginning of period                                 132,000,000
                                                 ---------------
End of period                                      $185,000,000
                                                 ===============

                     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: Bowater Inc. & BNS Report Q3 Results
--------------------------------------------------------
        BOWATER INCORPORATED AND BOWATER NEWSPRINT SOUTH LLC
               Combined Balance Sheet Information
(Under Creditor Protection Proceedings as of April 16 & 17, 2009)
                      As of September 30, 2009

                            ASSETS

Current Assets:
Cash and cash equivalents                          $384,000,000
Accounts receivable, net                            372,000,000
Accounts receivable from affiliates                  73,000,000
Inventories, net                                    297,000,000
Other current assets                                 79,000,000
                                                 ---------------
Total Current Assets                               1,205,000,000

Fixed assets, net                                  1,975,000,000
Goodwill                                              56,000,000
Other assets                                         240,000,000
                                                 ---------------
Total Assets                                      $3,476,000,000
                                                 ===============

                    LIABILITIES AND DEFICIT

Liabilities not subject to compromise:
Current Liabilities:
Accounts payable and accrued liabilities           $242,000,000
Debtor-in-possession financing                      206,000,000
Short-term bank debt                                332,000,000
                                                 ---------------
Total Current Liabilities                            780,000,000

Pension & other postretirement projected
benefit obligations                                  16,000,000
Other long-term benefits                              41,000,000
Deferred income taxes                                246,000,000
                                                 ---------------
Total Liabilities Not Subject to Compromise        1,083,000,000

Liabilities Subject to Compromise                  2,986,000,000
                                                 ---------------
Total Liabilities                                  4,069,000,000

Commitments and Contingencies
Deficit:
Bowater Inc. and Bowater Newsprint South LLC
shareholders' deficit:
Common stock                                                  -
Exchangeable shares                                 173,000,000
Additional paid-in capital                        2,125,000,000
Note receivable from AbitibiBowater Inc.           (746,000,000)
Deficit                                          (2,017,000,000)
Accumulated other comprehensive loss               (199,000,000)
                                                 ---------------
Total Bowater Inc. and Bowater
Newsprint South LLC shareholders' deficit          (664,000,000)
Non-controlling interests                             71,000,000
                                                 ---------------
Total Deficit                                       (593,000,000)
                                                 ---------------
Total Liabilities and Deficit                     $3,476,000,000
                                                 ===============

       BOWATER INCORPORATED AND BOWATER NEWSPRINT SOUTH LLC
         Combined Statements of Operations Information
(Under Creditor Protection Proceedings as of April 16 & 17, 2009)
             Three Months Ended September 30, 2009

Sales                                               $529,000,000

Cost and expenses:
Cost of sales                                       389,000,000
Depreciation, amortization and cost of timber        67,000,000
Distribution costs                                   56,000,000
Selling and admin. expenses                          18,000,000
Closure costs, impairment & other charges            36,000,000
Net gain on disposition of assets                             -
                                                 ---------------
Operating loss                                       (37,000,000)

Equity in loss of Abitibi-Consolidated Inc.                    -
Interest expense                                     (30,000,000)
Other (expense) income, net                            8,000,000
                                                 ---------------
Loss before reorganization items
& income taxes                                      (59,000,000)
Reorganization items, net                           (193,000,000)
                                                 ---------------
Loss before income taxes                            (252,000,000)
Income tax (provision) benefit                        (7,000,000)
                                                 ---------------
Net loss including non-controlling interests        (259,000,000)
Net loss (income) attributable
to non-controlling interests                          5,000,000
                                                 ---------------
Net loss attributable to Bowater Incorporated
and Bowater Newsprint South LLC                   ($254,000,000)
                                                 ===============

       BOWATER INCORPORATED AND BOWATER NEWSPRINT SOUTH LLC
         Combined Statements of Cash Flows Information
(Under Creditor Protection Proceedings as of April 16 & 17, 2009)
            Three Months Ended September 30, 2009

Cash Flows from Operating Activities:
Net loss including non-controlling interests       ($259,000,000)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Share-based compensation                              1,000,000
Depreciation, amortization and cost of timber        67,000,000
Closure costs, impairment and other charges          36,000,000
Write-downs of mill stores inventory                  5,000,000
Deferred income taxes                                14,000,000
Equity in loss of subsidiaries                                -
Net pension contributions                                     -
Net gain on disposition of assets                             -
Amortization of debt discount (premium), net          3,000,000
Loss (gain) on translation of foreign
currency debt                                       (2,000,000)
Non-cash reorganization items, net                  179,000,000
DIP financing costs                                           -
Interest receivable from AbitibiBowater Inc.                  -
Changes in working capital:
Accounts receivable                                 (51,000,000)
Inventories                                          29,000,000
Other current assets                                 (2,000,000)
Accounts payable & accrued liabilities               33,000,000
Other, net                                          (19,000,000)
                                                 ---------------
Net cash (used in) provided by
operating activities                                 34,000,000

Cash Flows from Investing Activities:
Cash invested in fixed assets                       (10,000,000)
Dispositions of assets                                1,000,000
Increase in L/C deposit requirements, net            15,000,000
                                                 ---------------
Net cash provided by (used in)
investing activities                                  6,000,000

Cash Flows from Financing Activities:
DIP financing                                                 -
DIP financing costs                                  (3,000,000)
Short-term financing, net                                     -
Payments of long-term debt                                    -
Payments of bank credit facility fees                         -
                                                 ---------------
Net cash provided by (used in)
financing activities                                 (3,000,000)
                                                 ---------------

Net increase (decrease) in cash
& cash equivalents                                   37,000,000

Cash & cash equivalents:
Beginning of period                                 347,000,000
                                                 ---------------
End of period                                      $384,000,000
                                                 ===============

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Canada Agency Tackles C$1.3BB Pension Shortage
------------------------------------------------------------------
Canadian Federal Finance Minister Jim Flaherty is set to meet
with the union and management of AbitibiBowater, Inc., to deal
with a C$1.3 billion pension fund shortfall, Reuters reported.

The meeting, which was confirmed by Ted Menzies, parliamentary
secretary to the minister, in a meeting at the House of Commons
on November 20, 2009, heeded to the request of New Democrat
lawmaker John Rafferty.  Mr. Rafferty disclosed that the
shortfall puts at risk "the retirement income of more than 30,000
Canadian families," according to NetNewsledger.com.

There was no confirmation that the meeting would happen before
December 1, 2009, as requested, the report added.

Mr. Rafferty confirmed before the House that AbitibiBowater's
management and The Communications, Energy and Paperworkers Union
in Canada "had agreed to a plan to overcome a C$1.3 billion -- or
US$1.2 billion -- in pension shortfall, but it needed provincial
and federal government action," according to Reuters.

Mike Lambert of CEP emphasized that absent the plan, "everyone's
going to take a haircut on their pension an average of 25%," St.
Catharines Standard reported.

"We have a joint proposal with the CEP and are now in dialogue
with the various provincial governments -- Quebec and Ontario,
among others," AbitibiBowater spokesman Jean-Philippe Cote
confirmed to St. Catharines Standard.  "And the next step will be
to reach to the federal level," Mr. Cote added.

                     About AbitibiBowater Inc.

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

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

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

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

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


ACA REAL ESTATE: Oversec. Creditor Gets Default Rate Postpetition
-----------------------------------------------------------------
WestLaw reports that for the period between the petition date and
the effective date of the debtor's Chapter 11 plan, an oversecured
creditor was entitled to interest at the default rate of 10%, as
provided in the parties' promissory note, not at the pre-default
rate.  The creditor most likely would have received the default
rate in a hypothetical Chapter 7 liquidation, the bankruptcy court
reasoned.  The debtor was solvent, and the plan provided for 100%
payout to unsecured creditors, who would not be prejudiced by the
oversecured creditor receiving the default rate.  The court
rejected the debtor's argument that the confirmed plan controlled
the interest rate for the period in question, explaining that the
7% interest rate specified in the plan applied to postpetition
periodic payments, not to the interest rate for the
postpetition/pre-confirmation period.  In re ACA Real Estate LLC,
--- B.R. ----, 2009 WL 2046046 (Bankr. M.D.N.C.) (Stocks, J.).

ACA Real Estate, LLC, owns an office building which it values at
$2,200,000.  ACA sought chapter 11 protection (Bankr. M.D.N.C.
Case No. 08-51055) on June 26, 2009, prior to the completion of
the foreclosure proceeding.  On October 23, 2008, the Debtor filed
a proposed plan of reorganization and a disclosure statement.
Following several amendments, the disclosure statement was
approved by an order entered on January 12, 2009.  Following a
contested confirmation hearing on March 5, 2009, an order was
entered on March 17, 2009, confirming the Debtor's plan of
reorganization with the modifications set forth in the
confirmation order.  ACA is represented by William P. Janvier,
Esq., Everett, Gaskins, Hancock & Stevens, in Raleigh.


ADELPHIA COMMS: Recovery Trust Has Settlement with Motorola
-----------------------------------------------------------
The Adelphia Recovery Trust and Reorganized Adelphia
Communications Corporation disclosed that a conditional settlement
among the Trust, ACC and Motorola in the lawsuit entitled Adelphia
Communications Corporation, et al. v. Motorola, Inc., et al.,
Adversary Case No. 06-01558- REG).  The parties to the settlement
do not include claim transferees who hold portions of the Motorola
Claim asserted against ACC Debtors' estates.  Under the terms of
the settlement, if the settlement becomes effective, Motorola will
make a payment to the Trust and ACC, respectively, and the portion
of the Motorola Claim assigned to the claim transferees will be
deemed to be an Allowed ACC Trade Claim, thereby entitling the
claim transferees to a distribution consistent with distributions
received by holders of Allowed ACC Trade Claims and future
distributions, if any, from the Trust and ACC on a pari passu
basis with other ACC Trade Creditors.  The portion of the Motorola
Claim still held by Motorola will be waived in its entirety.  One
of the conditions to the settlement is that the Bankruptcy Court
enter an order that becomes final and non-appealable within 90
days to the effect that the Motorola Claim against the ACC
Debtors' estates (including the portion held by claim transferees)
is only allowable against ACC and not against any other Debtors'
estates.  That issue may be contested by the claims transferees.
There can be no assurance that this and other conditions will be
satisfied in order to effectuate the terms of the settlement.  If
the settlement becomes effective, it will resolve all claims
pending in the bankruptcy action, between Motorola, on the one
hand, and ACC and the Trust.  A copy of the Rule 9019 motion for
settlement approval is available in the "Important Documents
Adelphia Recovery Trust" section of Adelphia's Web site at:

              http://www.adelphiarestructuring.com/

The settlement was negotiated under the supervision of the
Honorable Daniel Weinstein (Ret.).  The Trust in its discretion
may retain some or all of its settlement proceeds for funding its
operations, including expenses incurred to maintain and administer
the Trust and prosecute Trust litigation, all subject to the terms
and conditions of the Plan and the Declaration of Trust.  No
decision has been made by the Trust as to the amount or timing of
any distributions to Trust interest holders.  ACC, with the prior
approval of the Trust, may also retain some or all of its
settlement proceeds for funding its operations, including expenses
incurred to maintain and administer the ACC Debtors' Estate.  No
decision has been made by ACC as to the amount or timing of any
excess reserve distributions.

                   About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- was a
cable television company.  Adelphia served customers in 30 states
and Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represented the Debtors in
their restructuring effort.  PricewaterhouseCoopers served as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.


AMACORE GROUP: String of Losses Continue; Q3 Net Loss at $7.2MM
---------------------------------------------------------------
The Amacore Group, Inc., reported a net loss of $7,269,405 for the
three months ended September 30, 2009, from a net loss of
$11,175,656 for the year ago period.  The Company reported a net
loss of $6,318,259 for the nine months ended September 30, 2009,
from a net loss of $29,849,189 for the same period a year ago.

Total revenues from commissions, marketing fees and materials, and
membership fees, were $7,088,082 for the three months ended
September 30, 2009, from $8,552,653 for the year ago period.
Total revenues were $21,965,998 for the nine months ended
September 30, 2009, from $21,239,593 for the same period a year
ago.

At September 30, 2009, the Company had $17,631,062 in total assets
against $21,817,237 in total liabilities and $1,211,000 in
Redeemable preferred stock -- Zurvita Holdings.  At September 30,
the Company had accumulated deficit of $129,443,586 and
stockholders' deficit of $5,397,175.

At September 30, 2009, the Company had positive working capital of
roughly $866,000, an accumulated deficit and negative cash flows
from operating activities of roughly $12.1 million.  For the nine
months ended September 30, 2009, the Company had an operating loss
of roughly $17.4 million.

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

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

According to the Company's Form 10-Q report filed with the
Securities and Exchange Commission, the Company is currently in
default under:

     -- a Promissory notes payable to investors and shareholders;
        bearing interest ranging from 8% to 10% per annum; due
        December 2006.  About $415,000 was due under the notes
        payable as of September 30;

     -- a Convertible promissory note payable to investor; bearing
        interest at 7.5% per annum; due December 2006.  About
        $100,000 was due under the notes payable as of
        September 30;

     -- a Promissory notes payable to investors and shareholders;
        bearing interest of 1.53% per annum; due through June
        2004, increasing to 15% thereafter.  About $114,950 was
        due under the notes payable as of September 30.

The Notes payable are unsecured obligations of the Company.

The Company believes that existing cash resources, together with
increasing revenue and the expected continued support of its
majority stockholder, will be sufficient to sustain current
planned operations for the next 12 months.  The Company raised
$18.5 million from its majority stockholder in four tranches
completed in January 2009, March 2009, June 2009 and September
2009.  Although management believes that the Company's current
cash position and anticipated revenue will be sufficient to meet
its current levels of operations, additional cash resources may be
required should the Company not meet its sales targets, exceed its
projected operating costs, wish to accelerate sales or complete
one or more acquisitions or if unanticipated expenses arise or are
incurred.

The Company does not currently maintain a line of credit or term
loan with any commercial bank or other financial institution and
has not made any other arrangements to obtain additional
financing.  The Company can provide no assurance it will not
require additional financing.  Likewise, it can provide no
assurance if it needs additional financing that it will be
available in an amount or on terms acceptable to the Company, if
at all.

"If we are unable to obtain additional funds when they are needed
or if such funds cannot be obtained on terms favorable to us, we
may be unable to execute upon our business plan or pay our costs
and expenses as they are incurred, which could have a material,
adverse effect on our business, financial condition and results of
operations," the Company said.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4a7d

                      About Amacore Group

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

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

                      Going Concern Doubt

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


ARCH ALUMINUM & GLASS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Arch Aluminum & Glass Co., Inc.
          fka Trident Consolidated Industries
          dba Arch Mirror North
          fka Arch, Inc.
          dba Arch Mirror South
          dba Architectural Safety Glass
          dba Arch Mirror West
          fka Arch Tulsa Acquisition Co.
          dba Arch Tempered Glass Products
          dba Arch Deco Glass
        10200 N.W. 67th Street
        Tamarac, FL 33321

Bankruptcy Case No.: 09-36232

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                  Case No.
    ------                                  --------
Arch Aluminum L.C.                         09-36235
AWP, LLC dba Yale-Ogron                    09-36234
Arch Aluminum and Glass International Inc. 09-36236
AAG Holdings, Inc.                         09-36233

Chapter 11 Petition Date: November 25, 2009

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

Judge: John K. Olson

About the Business:

Debtors' Counsel: Paul J. Battista, Esq.
                  Genovese Jblove & Battista, P.A.
                  100 SE 2 St #4400
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  Fax: (305) 349-2310
                  Email: pbattista@gjb-law.com

Debtors' Special
Corp. Counsel:    Schnader Harrison Segal & Lewis LLP

Debtors'
Restructuring
Services
Provider:         Phoenix Management Services
                  Vincen J. Colistra (CRO)
Debtors'
Inv. Bankers:     Michael Dillahunt and
                  Piper Jaffrey & Co.

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

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

Debtor's List of 20 Largest Unsecured Creditors:

   http://bankrupt.com/misc/flsb09-36232.pdf

Debtor's List of 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Pilkington North                                   $6,715,001
America Inc.
811 Madison Ave
Toledo, OH 43604

Guardian Industries                                $5,563,805
4681 Collection
Center Drive
Chicago, IL 60693

PPG Industries Inc.                                $1,968,149
PO Box 360175
Pittsburg, PA 15251

William Bonnell Co Inc.                            $1,660,044
25 Bonnell Street
Newman, GA 30263

Zeledyne LLC                                       $1,405,266
PO Box 841426
Dallas, TX 75284

Solutia Inc.                                       $1,220,053
Box 75098
Charlotte, NC 28275

Hydro Aluminum                                      $906,929
North America MP
PO Box 2599
Carol Stream, IL 60132

Rockford Trading Co                                $845,660
124 N Water Street
Rockford, IL 61107

AGC Industries                                     $561,723
PO Box 533108
Charlotte, NC 28290

C.R. Laurence                                      $535,120
PO Box 58923
Los Angeles, CA 90058

Allmetal                                           $463,676
97142 Eagle Way
Chicago, IL 60678

Spraylat Corporation                               $440,587
24268 Network Place
Chicago, IL 60673

Penske                                             $411,124
PO Box 827380
Philadelphia, PA 19182

Walker Glass Co Ltd                                $326,471
9551 Ray Lawson Blvd
Montreal, QU H1J 1L5

Ryder Truck Rental                                 $218,400
11690 NW 105th Street
Miami, FL 33178

Fenzi USA Inc.                                     $209,584

Ir Security & Safety                               $194,859

Global Door Control Inc.                           $158,259

Lockton Companies LCL                              $156,734

Industrial Control Development                     $142,502

The petition was signed by Leon Silverstein, authorized officer of
the board.


ASARCO LLC: Vedanta Seeks Return of $50MM Deposit, Reimbursement
----------------------------------------------------------------
Daily Bankruptcy Review reports Vedanta Resources Plc, the losing
bidder for ASARCO LLC, is asking the Debtor to return a
$50 million deposit and cover its legal fees steaming from a
more-than-year-long bidding war.

As reported by the Troubled Company Reporter on November 18, 2009,
Judge Andrew S. Hanen of the U.S. District Court for the Southern
District of Texas confirmed on November 13, the Plan of
Reorganization submitted by Asarco Incorporated and Americas
Mining Corporation for ASARCO LLC, Southern Peru Holdings, LLC,
AR Sacaton, LLC, and ASARCO Master, Inc.

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

The TCR on November 20, 2009, citing Daily Bankruptcy Review and
Dow Jones Newswires, said Grupo Mexico has called a December 4
shareholders meeting to seek approval of its restructuring plan
for ASARCO LLC.  Dow Jones' Ken Parks said Grupo Mexico's plan
requires it to put up $2.2 billion in cash and issue a promissory
note to ASARCO's asbestos creditors for $280 million.  Grupo
Mexico said that to finance the $2.2 billion cash contribution it
has committed $800 million and lined up $1.4 billion in loans from
four financial institutions, Mr. Parks reported.

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

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

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

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

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

Judge Hanen, however, opined that:

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

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

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

                      Reorganized ASARCO

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

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

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

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

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASSOCIATED BANC: S&P Shifts Counterparty Credit Ratings to 'BB+/B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
counterparty credit ratings on Associated Banc Corp. to 'BB+/B'
from 'BBB/A-2'.  At the same time, S&P lowered its counterparty
credit ratings on Associated Bank Minnesota N.A., Associated Bank
Illinois N.A., and Associated Bank N.A. to 'BBB-/A-3' from
'BBB+/A-2'.  The outlook is negative.

"The ratings reflect S&P's belief that Associated's credit costs
may further exceed S&P's expectations throughout 2009 and 2010.
S&P expects that the company's loan portfolio could deteriorate
further based on its current exposures to CRE and construction
loans, as well as the worsening of its current loans into problem
loan categories over the next several quarters.  As a result, S&P
believes the company's profitability and capital generation should
remain weak over that period," said Standard & Poor's credit
analyst Sunsierre Newsome.

In S&P's view, Associated has a somewhat riskier loan portfolio
than other regional banks, based on its loan mix.  Its CRE and
construction portfolios account for a high 37% of total loans and
make up the majority of its NPAs.  Management is shifting the
portfolio away from CRE and construction lending and into
commercial and industrial loans and high-quality residential
lending.  While S&P recognize Associated's efforts to identify and
resolve problem loans, S&P believes that weak economic conditions,
depressed real estate values, and waning consumer confidence may
persist and present challenges for the bank.  The persistent high
NPA level leads us to believe that there remains a great deal of
uncertainty embedded in its credit portfolio.  Therefore, S&P
expects net charge-offs to continue over the next several
quarters.

Additionally, on Nov. 5, 2009, Associated Bank entered into a
memorandum of understanding with the comptroller of the currency -
- its primary regulator -- invoking higher capital requirements
and citing the need for the bank to improve the risk management of
its loan portfolio.

The ratings continue to be supported by Associated's good
franchise in the Midwest, S&P's positive view of its management's
conservative underwriting, and its good liquidity and funding.

The outlook is negative.  "S&P believes elevated credit losses
could pressure earnings beyond S&P's expectations and erode
tangible capital, in which case S&P may lower the ratings further.
Although unlikely in the next few quarters, if the firm's asset
quality metrics stabilize with a view toward minimal negative
capital impact, the outlook could be revised to stable," Ms.
Newsome added.


AUTOBACS STRAUSS: Sues Pep Boys for Landlord Interference
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Autobacs Strauss Inc.
sued Pep Boys-Manny, Moe & Jack, contending that the competitor
was misusing confidential information and interfering in relations
with landlords.

According to the report, Strauss said it opened negotiations in
late 2008 about a sale of the business to Pep Boys.  At the time,
Philadelphia-based Pep Boys signed a confidentiality agreement
where it promised to destroy and not use any confidential
information.  The talks ended early this year.

Strauss, Mr. Rochelle relates, says the success of its
reorganization depends on the ability to negotiate lower rent from
landlords.  Strauss claims that Pep Boys "is engaging in a
campaign to ensure Autobacs Strauss is unable to renegotiate its
leases."

Strauss has sought and obtained a temporary restraining order
against Pep Boys.  Strauss said Pep Boys contacted six landlords
who thereafter terminated negotiations about revising leases.

The parties will return to bankruptcy court on Dec. 3, when
Strauss will be looking for a preliminary injunction extending the
restraining order.

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

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


BERRY PLASTICS: Reports Third Straight Year of Losses
-----------------------------------------------------
Berry Plastics Corporation reported a net loss of $26.2 million
for the fiscal year ended September 26, 2009, from a net loss of
$101.1 million for fiscal year ended September 27, 2008, and net
loss of $116.2 million for fiscal year ended September 27, 2008.

Berry Plastics Corporation reported net sales of $3.187 billion
for the fiscal year ended September 26, 2009, from $3.513 billion
for fiscal year ended September 27, 2008, and $3.055 billion for
fiscal year ended September 27, 2008.

At September 26, 2009, the Company had total assets of $4.401
billion against total liabilities of $4.079 billion, resulting in
stockholders' equity of $321.7 million.

During fiscal 2009, the Company announced its intention to shut
down one manufacturing facility within its Flexible Films division
located in Bloomington, Minnesota and one manufacturing facility
within its Rigid Open Top division located in Toluca, Mexico.  The
Company recorded restructuring charges total $11.3 million in
fiscal 2009.  This charge included $7.8 million of non-cash asset
impairment costs.  The affected business accounted for
approximately $65 million of fiscal 2008 annual net sales with the
majority of the operations transferred to other facilities.
Future costs associated with these rationalizations are not
expected to be material.

In September 2009, the Company announced the shut down of its
Piscataway, New Jersey facility.  The Company established opening
balance sheet reserves associated with the Captive Plastics
acquisition of $2.4 million for a facility shut down of which $1.5
million is expected to be paid in future periods.

In October 2009, Berry Plastics announced its intention to acquire
the equity of Pliant Corporation upon its emergence from
reorganization pursuant to a proceeding under Chapter 11 of the
Bankruptcy Code.  If the acquisition is completed, Pliant would be
a wholly owned subsidiary of Berry Plastics.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications
with annual net sales of $1.127 billion in calendar 2008.  Pliant
manufactures key components in a wide variety of flexible
packaging products for use in end-use markets such as coffee,
confections, snacks, fresh produce, lidding, and hot-fill liquids
as well as providing printed rollstock, bags and sheets used to
package consumer goods.  Pliant also offers a diverse product line
of film industry-related products and has achieved leading
positions in many of these product lines.

In November 2009, to fund the $561.0 million Pliant acquisition
estimated purchase price, two of Berry Plastics' unrestricted
subsidiaries completed a private placement of $370.0 million
aggregate principal amount of 8-1/4% First Priority Senior Secured
Notes due on November 15, 2015 and $250.0 million aggregate
principal amount of 8-7/8% Second Priority Senior Secured Notes
due on September 15, 2014.  In light of the conditions required to
effect the proposed Pliant acquisition including customary
antitrust approvals, the gross proceeds of $596.3 million, before
fees and expenses, from this offering were placed into segregated
escrow collateral accounts pending Berry Plastics' right to
acquire Pliant equity upon emergence from bankruptcy.  Therefore,
if the Pliant acquisition does not occur prior to January 29,
2010, or such earlier date as Berry Plastics determines at its
sole discretion that any of the offering escrow conditions cannot
be satisfied, then these Notes will be subject to a special
mandatory redemption at a price equal to 100% of the gross
proceeds of such Notes, plus accrued and unpaid interest to, but
not including, the date of redemption.  As part of acquisition of
Pliant, Berry Plastics expects to increase the amount of its
lender commitments under its revolving credit facility by $100
million.

In November 2009, Berry Plastics entered into a definitive
agreement to acquire 100% of the outstanding common stock of
Superfos Packaging, Inc., a manufacturer of injection molded
plastic rigid open top containers and other plastic packaging
products for the food, industrial and household chemical, building
materials and personal care end markets which had 2008 annual net
sales of $46.8 million.  The purchase price is approximately $82
million and will be funded from cash on hand or existing credit
facilities.

Berry Plastics expects continued strength in its thermoforming
product lines, which would have a positive impact on volumes in
its Rigid Open Top segment.  Berry Plastics expects its bottle
business to continue to grow with an increasing amount of quoting
activity and strong new product pipeline, which would have a
positive impact in or Rigid Closed Top segment.  Flexible segments
continue to be extremely competitive as a result of excess
capacity in the housing products markets.  Berry Plastics
anticipates continued softness in U.S. housing starts in 2010 that
will impact in both the Tapes and Coatings and Flexible Films
segments.  Berry Plastics also anticipates continued softness in
2010 in North American automotive build rates which will impact
various product lines in its Tapes and Coatings segment.  Berry
Plastics continually focuses on improving overall profitability by
implementing cost reduction programs for its manufacturing,
selling, general and administrative expenses on an annual basis.

A full-text copy of Berry Plastic's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?4a94

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At June 27, 2009 the Company had 64 production
and manufacturing facilities, with 58 located in the United
States.  Berry is a wholly-owned subsidiary of Berry Plastics
Group, Inc.  Berry Group is primarily owned by affiliates of
Apollo Management, L.P. and Graham Partners.  Berry, through its
wholly owned subsidiaries operates in four primary segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, and
Tapes/Coatings.  The Company's customers are located principally
throughout the United States, without significant concentration in
any one region or with any one customer.

                           *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Berry Plastics Group to 'B-' from 'SD' and the senior
unsecured debt rating to 'CCC' from 'D'.  The recovery ratings on
Group's senior unsecured debt remain unchanged at '6', indicating
S&P's expectation for negligible recovery (0% to 10%) in a payment
default.  S&P affirmed all its ratings on Group's wholly owned
operating subsidiary Berry Plastics Corp.  The outlook is stable.


BIOJECT MEDICAL: Registers 150,000 Shares Under Benefit Plan
------------------------------------------------------------
Bioject Medical Technologies Inc. filed with the Securities and
Exchange Commission a Registration Statement to register 150,000
shares of Common Stock, which shares are in addition to those
previously registered on a Registration Statement on Form S-8
(File No. 333-38206), Form S-8 (File No. 333-37017), Form S-8
(File No. 333-153195), and Form S-8 (File No. 333-158757) for
issuance pursuant to the Bioject Inc. 401(k) Retirement Benefit
Plan.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?4a78

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.

At September 30, 2009, the Company had $4,906,129 in total assets
against total current liabilities of $2,727,421, deferred revenue
of $1,276,879 and other long-term liabilities of $375,314.  At
September 30, the Company accumulated deficit of $121,793,922 and
stockholders' equity of $526,515.  The September 30 balance sheet
also showed strained liquidity: The Company had $2,393,297 in
total current assets against $2,727,421 in total current
liabilities.

Due to the Company's limited amount of additional committed
capital, recurring losses, negative cash flows and accumulated
deficit, the report of the Company's independent registered public
accounting firm for the year ended December 31, 2008 expressed
substantial doubt about the Company's ability to continue as a
going concern.


CAPMARK FINANCIAL: Committee Has Protocol for Sharing Information
-----------------------------------------------------------------
Section 1102(b)(3) of the Bankruptcy Code provides, in relevant
part, that an Official Committee of Unsecured Creditors in Capmark
Financial Group Inc.'s cases will:

  (a) provide access to information for creditors who hold
      claims of the kind represented by the Committee and are
      not appointed to the Committee;

  (b) solicit and receive comments from the creditors; and

  (c) be subject to a court order that compels any additional
      report or disclosure to be made to the creditors.

Jamie L. Edmonson, Esq., at Bayard, P.A., in Wilmington,
Delaware, relates that the Bankruptcy Code requires the Committee
to provide access to information, but does not establish
guidelines for appropriate methods to provide access or the type,
kind and extent of the information to be provided.  Ms. Edmonson
asserts that given the lack of discretion with respect to the
interpretation of Section 1102(b)(3) of the Bankruptcy Code, the
Committee may be in breach of its obligations.  She notes that
without clarification by the Court, the Committee's efforts may
be frustrated because the Debtors may be hesitant to share
confidential and sensitive information for fear that the shared
information may be disseminated to members of the public,
including competitors and interested buyers.  Moreover, the
Committee may be deterred from conducting its own independent
investigations out of concerns that its findings may be
disseminated to inappropriate parties.  Requiring dissemination
of that information to all creditors may undermine the
Committee's efforts to maximize recoveries to its constituents
given the attendant cots of those efforts, Ms. Edmonson adds.

Thus, to facilitate its duties under Section 1102(b)(3), the
Committee asks the Court to approve procedures in disseminating
information.  Among others, the Procedures authorize the
Committee to provide general unsecured creditors access to
information through the establishment and maintenance of a Web
site and set forth that the Committee is neither authorized to
disclose:

  (a) non-public information disclosed to the Committee or its
      representatives by the Debtors or their representatives;

  (b) information generated by the Committee, or by any of the
      Committee's professionals, or by any member; and

  (c) communications among Committee members, including
      information regarding specific positions taken by
      Committee members.

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

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

The Committee believes that the retention of The Garden City
Group, Inc., to create and administer the Committee Web site
would be beneficial to the estates.  The Committee has selected
GCG because of its experience in providing similar services to
other Chapter 11 cases.

The Debtors will pay GCG pursuant to the firm's current hourly
rates:

  Administrative                      $45-$70
  Data Entry Processors               $55
  Mailroom and Claims Control         $55
  Project Administrators              $70-$85
  Quality Assurance Staff             $80-$125
  Project Supervisors                 $95-$110
  Systems & Technology Staff          $100-$200
  Graphic Support                     $125
  Project Managers, Senior Project
  Managers, and Department Managers   $125-$150
  Directors, Senior Consultants, and
  Assistant Vice Presidents           $175-$250
  Senior Management                   $250-$295

                      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: Consultants Want Prompt Decision on Agreement
----------------------------------------------------------------
Charles E. Dunleavy, Jr., and David Creamer separately ask the
Court to compel Debtor Capmark Group Financial, Inc., to either
assume or reject a Retirement and Consulting Agreement.  The
Agreement states that the Debtor desires to retain Messrs.
Dunleavy and Creamer as consultants and that the Agreement was to
go into effect upon the acquisition of certain portion of GMAC
Commercial Holding Corp.'s stock by GMACCH Investor LLC, the
predecessor of the Debtor.  The Acquisition occurred on March 22,
2006.

GMAC Commercial Holding Corp., the Debtor's predecessor entity,
entered into the Agreement on March 21, 2006.  The Agreement was
subsequently assigned to the Debtor by GMAC Commercial Holding
Corp., on March 22, 2006.

Pursuant to the terms of the Agreement, the Debtor is obligated
to pay Mr. Creamer $2,000,000 on March 21, 2010, in respect of
the restrictive covenants contained in the Agreement and $500,000
in 2011.

Messrs. Dunleavy and Creamer relate that pursuant to the
Agreement, various restrictive covenants were agreed upon,
whereby for a period of five years from the Acquisition date,
they are required not to compete with the Debtor in exchange for
certain other considerations contained in the Agreement.

Messrs Dunleavy and Creamer assert that without having assumed or
rejected the executory contract, they find themselves in a
precarious position whereby they are unsure of their future
status as consultants.

            Debtors to Walk Away From Agreements

The Debtors tell the Court that they have determined the
Agreements are not needed for the administration of their
estates, are unrelated to any of their businesses, are unlikely
to be wanted by any purchasers in connection with the various
sales of their assets, and cannot readily be sold or transferred
for the value to the Debtors' estates.  Thus, the Debtors seek
the Court's authority to reject the Agreements.  The Debtors
assert that immediate rejection of the Agreements will be more
efficient and less costly by obviating the need for a further
motion and hearing.

                      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 KPMG as Accounting Advisor
------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, Capmark
Financial Group Inc. and its units seek the Court's authority to
employ KPMG LLP as their tax and accounting advisor, nunc pro tunc
to the Petition Date.  The Debtors have selected KPMG because of
the firm's diverse experience and extensive knowledge in the
fields of accounting, taxation, and operational controls for large
sophisticated companies.

The Debtors propose to employ KPMG to render these services:

(i) Tax Advisory Services

    (a) Review and assist in the preparation of any tax returns;

    (b) Assist with general tax consulting advice, including,
        but not limited to, assisting with questions, responses
        to tax authorities, and issues related to income tax
        accounting;

    (c) Review and assist in the preparation of the amended
        federal and state corporate tax returns and supporting
        schedules for the years ended December 31, 2006, through
        December 31, 2008;

    (d) Assist regarding analysis of the nexus creating
        activities of the Debtors' nondebtor affiliate Capmark
        Bank and its affiliates with the objective of assisting
        the Debtors in determining which states may impose an
        income or franchise tax on the Debtors' nondebtor
        affiliate Capmark Bank as well as securing voluntary
        disclosure agreements or amnesty submissions as directed
        by management and assist with tax return preparation in
        compliance with the voluntary disclosure agreements or
        amnesty submissions;

(ii) Tax Consulting Services

    (a) Advice with respect to the information that is necessary
        to calculate the outside tax basis calculations;

    (b) Assist with the interpretation of the rules and
        regulations related to the determination of stock basis;

    (c) Advice related to alternatives in situations in which
        information necessary to calculate stock basis is not
        available or is incomplete;

    (d) Consulting advice with respect to the Debtors'
        development of calculations to support the various
        outside basis calculations;

    (e) Assist with tax issues related to asset sales and
        dispositions;

    (f) Assist with the preparation or review of Internal
        Revenue Code Section 382 calculations and net operating
        loss calculations;

    (g) Assist with net unrealized built in gain or loss
        calculations;

    (h) Assist with calculation of asset basis;

    (i) Bankruptcy emergence planning;

    (j) Assist with cancellation of debt computations;

    (k) Consult with respect to income tax accounting issues;

    (l) Consult with respect to deductible of costs including
        interest and professional fees;

    (m) Assist with foreign tax credit planning;

    (n) Assist with state and local tax issues;

    (o) Assist with tax claims and other compliance matters;

(iii) Advisory Services

    (a) Accounting research, analysis and documentation for
        current transactions, consisting primarily of asset
        sales, loan modifications, and
        consolidation/deconsolidation under FASB ASC 810;

    (b) Accounting analysis and documentation in support of the
        quarterly financial reporting process;

    (c) Assist in implementing new accounting guidance and in
        developing and updating accounting policies related to
        key business functions;

    (d) Project Management Advice including providing guidance
        during each step of the process and monitoring progress
        of the accounting and project management services
        project and coordination of the multiple workstreams;

    (e) Assist in the preparation of financial documents which
        could include monthly operating reports, court
        statements and schedules, disclosure statement and plan
        of reorganization;

    (f) Data gathering support based on Debtors' specified
        directions throughout the matter to populate financial
        documents and support accounting positions;

    (g) Bankruptcy accounting approach and work steps including
        providing authoritative guidance on the implementation
        of Topic 852; and

    (h) Researching and documenting to support the accounting
        and reporting conclusions reached in accordance with
        Topic 852.

The Debtors tell the Court that they paid KPMG a retainer of
$50,000 for prepetition services.

The Debtors propose to pay KPMG based on the firm's discounted
hourly rates:

     Tax Compliance Services            Discounted Rate
     -----------------------            ---------------
     Partners                                $450
     Managing Directors                      $400
     Senior Managers                         $350
     Managers                                $300
     Senior Associates                       $220

     Associates                              $170
     Para-Professionals                      $125

     Tax Consulting Services
     -----------------------
     Partners                           $525-$550
     Managing Directors                 $490-$500
     Senior Managers                    $450
     Managers                           $330-$350
     Senior Associates                  $250
     Associates                         $195
     Para-professionals                 $145

     Advisory Services
     -----------------
     Partners/Managing Directors        $375-$750
     Directors/Senior Managers          $325-$650
     Managers                           $300-$550
     Senior Associates                  $225-$480
     Associates                         $150-$400
     Para-Professionals                 $145

The Debtors will also reimburse KPMG for reasonable necessary
expenses incurred, which will include meals, lodging, travel,
photocopying, delivery service, postage, vendor charges, among
others.

Furthermore, the Debtors have agreed to indemnify, among others,
KPMG and its divisions, affiliates, partners, members, agents or
employees.  As a condition of its retention, KPMG has agreed that
the terms of its agreement with the Debtors be amended to
incorporate the standard Delaware Bankruptcy Court provisions
relating to indemnification of financial professionals.

John Depman, a certified public accountant and partner of KPMG
LLP, assures the Court that his firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code
as modified by Section 1107(b).

                      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 Lazard as Investment Banker
-------------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
authority to employ Lazard Freres & Co., LLC as their investment
banker, nunc pro tunc to the Petition Date.

The Debtors aver that they have faced a number of challenges
that, taken together, have had a negative impact on their overall
financial performance, thereby necessitating the commencement of
the bankruptcy cases.  To address this growing crisis, the
Debtors retained Lazard to provide investment banking and
financial advisory services to the Debtors in connection with a
possible restructuring of the Debtors.

The Debtors have selected Lazard because of its extensive
experience and excellent reputation for providing high quality
financial advisory services to debtors and creditors in large and
complex Chapter 11 cases and other debt restructuring and
Lazard's familiarity with the Debtors' financial and business
operations.

As investment banker, Lazard will:

  (a) review and analyze the Debtors' business, operations, and
      financial projections;

  (b) evaluate the Debtors' financial debt capacity in light of
      projected cash flows;

  (c) assist in the determination of a capital structure for the
      Debtors;

  (d) assist in the determination of a range of values for the
      Debtors on a going concern basis;

  (e) advise the Debtors on tactics and strategies for
      negotiating with the stakeholders or potential
      counterparties;

  (f) render financial advice to the Debtors and participate in
      meetings or negotiations with the Stakeholders, potential
      counterparties, rating agencies or other appropriate
      parties in connection with any restructuring;

  (g) advise the Debtors on the timing, nature, and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to the Restructuring;

  (h) advise and assist the Debtors in evaluating a potential
      financing transaction by the Debtors;

  (i) assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with the Restructuring;

  (j) assist the Debtors in identifying and evaluating
      candidates for a potential Sale Transaction, advise the
      Debtors in connection with negotiations and aid in the
      consummation of a Sale Transaction;

  (k) attend meetings of the Debtors' Board of Directors and its
      committees with respect to matters on which Lazard has
      been engaged to advise the Debtors;

  (l) provide testimony, as necessary, with respect to matters
      on which Lazard has been engaged to advise the Debtors in
      any proceeding before the Bankruptcy Court; and

  (m) provide the Debtors with other financial restructuring
      advice.

The Debtors tell the Court that they have paid Lazard
approximately $2.54 million in fees and expenses for the period
from January 2009 through October 2009.

The Debtors proposes to pay Lazard:

  (i) A monthly fee of $250,000, payable last November 1, 2009,
      and on the first day of each month thereafter until the
      earlier of the completion of the Restructuring or the
      termination of Lazard's engagement pursuant to Section 10
      of the Retention Letter;

(ii) A fee equal to $12,500,000, payable upon the consummation
      of a Restructuring;

(iii) (a) If, whether in connection with the consummation of a
          Restructuring or otherwise, the Debtors consummate a
          Sale Transaction incorporating all or a majority of
          the assets or all or a majority or controlling
          interest in the equity securities of the Debtors,
          Lazard will be paid a fee equal to the Restructuring
          Fee;

      (b) If, whether in connection with the consummation of a
          Restructuring or otherwise, the Debtors consummate any
          Sale Transaction (1) the Debtors will pay Lazard a fee
          based on the Aggregate Consideration; provided that,
          in the event of a Minority Sale Transaction solely
          involving all or substantially all of the Debtors'
          United States commercial mortgage servicing and
          mortgage banking business assets, that Minority Sale
          Transaction Fee will be equal $3,500,000 rather
          than the Minority Transaction Fee that would otherwise
          be payable based on the Aggregate Consideration;

      (c) Any Sale Transaction Fee or Minority Sale Transaction
          Fee will be payable upon consummation of the
          applicable Sale Transaction;

(iv) A fee, payable upon consummation of a Financing.  Any
      Financing Fee paid will be credited in full against any
      Restructuring Fee or Sale Transaction Fee subsequently
      payable;

  (v) For the avoidance of any doubt, more than one fee may be
      payable; provided, that the aggregate fees payable will
      not exceed $12,500,000.

(vi) In addition to any fees that may be payable to Lazard and,
      regardless of whether any transaction occurs, the Debtors
      will promptly reimburse Lazard for all: (A) reasonable
      expenses; and (B) other reasonable fees and expenses,
      including reasonable expenses incurred by counsel, if any;
      provided, however, that those reimbursable fees and
      expenses will not exceed $100,000 in the aggregate without
      prior written consent of the Debtors.

(vii) As part of the compensation payable to Lazard under the
      Retention Letter, the Debtors have agreed to the terms of
      an Indemnification Letter;

(viii) All amounts reflect the United States currency and will be
      paid promptly in cash after those amounts become due and
      payable.

Pursuant to the Indemnification Letter, the Debtors have agreed
to indemnify and hold harmless, and provide contribution and
reimbursement to, Lazard, its affiliates, and its directors,
officers, members, employees, agents, and controlling persons
from, against and with respect to any losses, claims, damages,
liabilities or expenses brought by any party, including the
Debtors' securityholders and creditors, in connection with
Lazard's engagement with the Debtors, except to the extent those
claims result primarily from the bad faith, gross negligence, or
willful misconduct or the Indemnified Parties.

Frank A. Savage, a managing director of Lazard Freres & Co., LLC,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code,
as modified by Section 1107(b).

                      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)


CENTAUR PA: Valley View Downs Letter of Credit Maturity Extended
----------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Centaur PA Land LP
and affiliate Valley View Downs LP secured an order extending a
$50 million letter of credit deposited with Pennsylvania gaming
regulators.  Without the letter of credit, the companies couldn't
apply for a state gaming license.

Centaur LLC said its two affiliates filed voluntary bankruptcy
petitions under Chapter 11 to preserve the status of the Valley
View Downs & Casino project.  Centaur said it will continue to
operate Hoosier Park Racing & Casino in Anderson, Ind., and
Fortune Valley Hotel & Casino in Central City, Colo., without
disruption while also pursuing the launch of Valley View Downs &
Casino in western Pennsylvania.

Indiana-based Centaur LLC -- http://www.centaurgaming.net/-- is a
privately held, business focused on bringing the entertainment and
economic development benefits of gaming and horse racing to key
communities across North America.  The company now owns and
manages Hoosier Park Racing & Casino in Anderson, Indiana, and
Fortune Valley Hotel & Casino in Central City, Colorado, and has
engaged an investment bank to develop strategies to launch Valley
View Downs & Casino in western Pennsylvania.

Centaur PA Land, LP, its affiliate Valley View Downs LP filed
Chapter 11 petitions filed for Chapter 11 on Oct. 28, 2009 (Bankr.
D. Del. Case No. 09-13760).  Indiana-based Centaur and Valley View
listed assets of $148 million and debt totaling $297 million.
Judge Kevin J. Carey handles the case. Jeffrey M. Schlerf, Esq.,
at Fox Rothschild LLP, serves as counsel.


CHEMTURA CORP: Court Allows Fees Totalling $13.6 Million
--------------------------------------------------------
U.S. Bankruptcy Judge Robert Gerber has granted the interim fee
applications of more than 10 bankruptcy professionals in the
Chapter 11 cases of Chemtura Corporation and its debtor affiliates
for services rendered for the fee period from March 18, 2009,
through June 30, 2009.

The professionals are Akin Gump Strauss Hauer & Feld LLP; Allen &
Overy LLP; Deloitte Tax LLP; DLA Piper LLP; Duane Morris LLP; FTI
Consulting, Inc.; The Genetelli Consulting Group; Katten Muchin
Rosenman LLP; Kirkland & Ellis LLP; KPMG LLP; Lazard Freres & Co.
LLC; Ogilvy Renault LLP; and O'Melveny & Myers LLP.

The Allowed Fees for the Interim Fee Period total approximately
US$13,600,000 and GBP385,000, and the Allowed Expenses for the
same Fee Period total about US$440,600 and GBP6,000.  The Allowed
Fees already take into consideration the reduction of amounts,
totaling $119,300, for certain firms as resolution of certain
objections raised by the United States Trustee.

A chart of the Approved Fees and Expenses and the corresponding
reductions is available for free at:

http://bankrupt.com/misc/Chemtura_ApprvdIntFees_MartoJun2009.pdf


CHEMTURA CORP: Sees Further Growth in Antioxidant Business
----------------------------------------------------------
Chemtura Corporation will further grow its global antioxidant
business with an additional expansion of its capacity at Gulf
Stabilizer Industries (GSI), its joint venture facility in Al
Jubail, Saudi Arabia.

The Company has commenced engineering work on an additional 4,000
metric tons of capacity.  "We successfully expanded the Al Jubail
facility in March with Chemtura's proprietary NDB III (non dust
blend) production line, but we now need to invest further capacity
to keep ahead of the growing demand for our products in the
region.  With this new investment, GSI will have reached critical
mass and will be able to meet all of its customers' requirements
in terms of quality, service and value," stated Fahad Al Zamil,
Director of Al-Zamil Group, Chemtura's joint venture partner.

The expansion will deploy the NDB technology, producing a one-pack
product that provides customers with both efficiency and safety
benefits over the use of single-powder components.  "This
expansion is part of our new global strategy and will support our
customers' growth with the supply of unique and cost-advantaged
products in countries worldwide," explained Peter Smith, General
Manager of Chemtura's Antioxidant and UV Stabilizer worldwide
operations.

Total annual capacity at the Al Jubail site will increase to
21,000 metric tons.  The new capacity will come on stream in 2010.

                      About Al-Zamil Group

Al-Zamil Group, a global investment company with diverse interests
and capabilities in the industrial, petrochemicals and services
sectors, is committed to supply its customer consistent quality,
value-added products that satisfy their polymer additives needs
and continuously meet their expectations by virtue of local
reliable manufacturing capabilities.

                           About GSI

GSI, the joint venture of Chemtura and Al Zamil, is the sole
manufacturer of antioxidants for use in the polymer market in the
Middle East region.  The company markets and sells a wide range
of antioxidants, UV stabilizers and other chemical products.

                      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: Amends Newark Plan Purchase Agreement
---------------------------------------------------
To recall, Chrysler LLC, now known as Old CarCo LLC, and its units
obtained the Bankruptcy Court's authority to sell their Newark,
Delaware assembly plant for $24,250,000 to the University of
Delaware or an acquisition vehicle created by the University of
Delaware, pursuant to a purchase agreement and Sections 105 and
363 of the Bankruptcy Code, free and clear of all liens, claims,
interests and encumbrances.

In connection with their request for authority to sell their
Newark, Delaware assembly plant to the University of Delaware or
an acquisition vehicle created by the University of Delaware, the
Debtors filed with the Court an amendment to the parties' Purchase
Agreement.

Pursuant to the Amendment, subsequent to the execution of the
Purchase Agreement, the Debtors, with the consent of the
Purchaser, sold certain equipment previously included in the
Purchase Agreement to Chrysler Group LLC for $25,000, which
resulted in a corresponding reduction of the purchase price for
the property from $24,250,000 to $24,225,000.  Accordingly, the
Amendment does not affect the net amount received by the Debtors
for the Property.

The Debtors also notify the Court and parties-in-interest that
they caused the publication of a notice of the proposed sale in
these newspapers:

  -- The Philadelphia Inquirer on October 29, 2009; and
  -- The News Journal on October 29, 2009.

                        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 to Assume & Assign Crown Group's Sublease
----------------------------------------------------------------
Chrysler LLC, now known as Old CarCo LLC, and its units obtained
the Court's authority, pursuant to Section 365 of the Bankruptcy
Code and Rule 6006 of the Federal Rules of Bankruptcy Procedure,
to assume and assign to Chrysler Group LLC a Sublease Agreement
dated as of January 1, 2008, between The Crown Group, Inc., and
Old Carco LLC, formerly known as Chrysler LLC.  The Debtors also
ask, by agreement with New Chrysler and the Sublessor, that the
assumption and assignment be deemed effective as of October 1,
2009.

Pursuant to the terms of the Sublease, the Sublessor leases to the
Debtors warehousing spaces located in two buildings in the city of
Detroit, in Wayne County, Michigan.  The Sublease provides for a
base monthly rent of $38,000, and its term extends through
December 31, 2010.

In connection with the Fiat Transaction, the Debtors and New
Chrysler entered into a Transition Services Agreement, dated as of
June 10, 2009.  Pursuant to the TSA, the Debtors agreed to assume
the Sublease and grant to New Chrysler a net license to use the
Detroit Axle Warehouse, among other premises.  In consideration of
the receipt of the Net License, New Chrysler agreed to satisfy all
obligations under the Sublease.

After entering into the TSA, New Chrysler determined that it would
like to seek certain amendments to the Sublease and assume the
Sublease, rather than receive a license from the Debtors.  As a
result, New Chrysler requested that the Debtors delay in assuming
the Sublease.

Pursuant to the Court's order extending the Debtors' time to
assume or reject unexpired leases of nonresidential real property,
including the Sublease, the deadline to assume or reject the
Sublease will be on November 26, 2009.

Corinne Ball, Esq., at Jones Day, in New York, relates that New
Chrysler now has completed negotiations with the Sublessor with
respect to the Sublease, and the parties have agreed to the
Amendments, which include, among other items, a reduction in the
base rent and minimum space requirements.

The Debtors submit that the Sublease is an unexpired lease within
the meaning of Section 365 of the Bankruptcy Code, eligible for
assumption by the Debtors and assignment to New Chrysler.  Ms.
Ball notes that the Sublessor has agreed to the Amendments and the
Debtors' assumption and concurrent assignment of the Sublease to
New Chrysler.  She adds that New Chrysler has indicated to the
Debtors its desire to take an assignment of the Sublease subject
to the Amendments, and that New Chrysler and the Debtors have
agreed to amend the TSA to effectuate the assumption and
assignment of the sub-lease.

A full-text copy of the proposed amendment to the TSA is available
for free at:

  http://bankrupt.com/misc/Chrysler_TSA_AmendmentNo2_110509.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: New Chrysler to Take Over CIC Contracts
-----------------------------------------------------
Old CarCo LLC, formerly Chrysler LLC, and its debtor-affiliates
ask the Court for authority to assume and assign four executory
contracts with Chrysler Insurance Company to New Chrysler.

The Four Contracts are:

  -- Administration and Claim Service Agreement between Chrysler
     Corporation (Chrysler Service Contract Division) and
     Chrysler Insurance Company, dated July 1, 1995;

  -- Mechanical Reimbursement Insurance Policy between
     DaimlerChrysler Service Contracts, Inc. and DaimlerChrysler
     Insurance Company, dated July 30, 2004;

  -- Reimbursement Insurance Policy - New and Used Vehicles
     between DaimlerChrysler Corporation and DaimlerChrysler
     Insurance Company, dated August 1, 2006; and

  -- Vehicle Service Contract Mechanical Reimbursement Insurance
     Policy between DaimlerChrysler Service Contracts, Inc., and
     DaimlerChrysler Insurance Company, dated November 1, 2006.

                        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: Settles Three Priority Tax Claims
-----------------------------------------------
Pursuant to the Court-approved Tax Settlement Procedures, Old
CarCo LLC and its units, among other things, are authorized to
settle and pay any disputed claims entitled to priority under
Sections 507(a)(2) or 507(a)(8) of the Bankruptcy Code, where the
amount of the agreed payment is greater than $1 million.

The Debtors notify the Court and parties-in-interest that they
have negotiated a resolution of the three Priority Tax Claims
filed by the Washington State Department of Revenue:

     Claim No.         Asserted Amount
     ---------         ---------------
        1053               $12,792,953
        1055                 4,828,008
        1052                    51,100

The Claims are fully resolved as part of comprehensive settlement.

Pursuant to a stipulation between Washington State and Debtors Old
Carco Motors LLC and Old Carco LLC, Washington State has agreed to
accept a payment of $2,500,000 in full and complete satisfaction
of the Washington Claims and any other claims, disputes or causes
of action of Washington State against the Debtors other than
Debtors Global Electric Motorcars, LLC, and Old Carco Service
Contracts Inc.

Upon the Stipulation being deemed final, Washington State agrees
to release all liens purportedly securing payment of the
Washington Claims and fully releases and discharges the Debtors,
other than the Unresolved Debtors, and their estates and assigns
from all claims, demands and liabilities arising from or in
connection with all prepetition claims that Washington has against
the Debtors, other than the Unresolved Debtors.

Washington State has agreed that it will not further amend the
Washington Claims or file any additional proofs of claim against
any of the Debtors, other than the Unresolved Debtors, or their
bankruptcy estates with respect to the Washington Claims.

Any objection to the settlement must be filed by December 1, 2009.

                        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)


CARABEL EXPORT: Plan Now with Creditors; Conf. Hearing on Feb. 22
------------------------------------------------------------------
Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the
District of Puerto Rico approved the Disclosure Statement
explaining the Chapter 11 Plan of Carabel Export and Import, Inc.

The Debtor and parties-in-interest may solicit acceptances or
rejections of the Debtor's Plan of Reorganization.

The Court will consider the confirmation of the Plan on Feb. 22,
2010, at 10:30 a.m. at the U.S. Post Office and Courthouse
Building, Courtroom 2, 300 Recinto Sur Street, Old San Juan,
Puerto Rico.

As reported in the Troubled Company Reporter on Oct. 30, 2009,
under the Plan, retained professionals and the U.S. trustee fees
will be paid in full.  Other holders of administrative expense
claims would only recover 45% of their claims and will be paid
from the $300,000 carve out established by Continental Tiles Inc.
and Westernbank Puerto Rico.

Secured lender Westernbank Puerto Rico will receive the proceeds
of the sale of Debtor's assets to Continental Tiles, Inc.,
amounting to $6,500,000, plus any funds arising from Debtor's
accounts receivable and Debtor's balance of available cash, for an
estimated 35% recovery.  The balance of Westernbank's claim for
$18,541,094 is dealt with under Class 5 as a General Unsecured
Claim.

As per the settlement agreement between Debtor and Firstbank
Puerto Rico dated Aug. 13, 2009, Debtor agreed to surrender
Firstbank's collateral thereto.  Any deficiency in Firstbank's
claim will be dealt with under Class 5 as a General Unsecured
Claim.

On or before the effective date, Debtor will surrender Popular
Auto's collateral thereto.  Any deficiency in Popular Auto's Claim
will be dealt with under Class 5 as a General Unsecured Claim.

Priority tax claims estimated to total $8,863,569 won't be paid.
The holders of allowed general unsecured claims against Debtor
also won't receive distributions and are deemed to reject the
Plan.

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

Based in Caguas, Puerto Rico, Carabel Export and Import Inc., dba
ItalCeramica, and its affiliates filed separate Chapter 11
petitions on December 30, 2008 (Bankr. D. P.R. Lead Case No.
08-08956).  The Hon. Enrique S. Lamoutte Inclan oversees the case.
Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law
Office, in San Juan, Puerto Rico, represents the Debtors.
When it filed for bankruptcy, Carabel disclosed $14,544,289 in
total assets, and $26,957,250 in total debts.


CASCADIA PROJECT: Must Restructure $75MM Loan to Avert Liquidation
------------------------------------------------------------------
Mike Acrhbold at the News Tribune says Geoffrey Groshong, attorney
of Cascadia, asked the Hon. Karen Overstreet of the U.S.
Bankruptcy Court for the Western District of Washington for
permission to restructure the $75.6 million in loans from
HomeStreet Bank, which loan is now in default.

Cascadia says that restructuring of the loan that will keep the
Company's project is key to the overall plan for the Company to
avoid liquidation.  The Company has selected Obsidian Financial
Group of Portland to review its options and recommend a detailed
recovery plan, he adds.

Mr. Acrhbold notes the bank is operating under the Federal Deposit
Insurance Corporation.

Cascadia Project LLC develops what was expected to be the largest
master-planned community near Bonney Lake.


CATALYST PAPER: S&P Downgrades Corporate Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Vancouver-based Catalyst Paper Corp.
three notches to 'CC' from 'CCC+'.  At the same time, S&P lowered
the issue-level rating on the company's senior unsecured debt to
'C' from 'CCC'.  The recovery rating on the debt is unchanged at
'5', indicating the expectation for modest (10%-30%) recovery in
the event of a payment default.

All ratings remain on CreditWatch with negative implications,
where they were placed June 26, 2009.

"The downgrade reflects Catalyst's announcement of an offer to
exchange its existing senior unsecured notes with an 8.625% coupon
due 2011 for new senior secured notes due 2016 and common shares,"
said Standard & Poor's credit analyst Jatinder Mall.  If the
exchange is successful, S&P understand it will ease Catalyst's
debt burden.

"We will likely lower the ratings on Catalyst to selective default
upon completion of the exchange offer, as S&P views the offer as
distressed because it represents a discount on the face value of
the existing senior unsecured debt," Mr. Mall added.


CINRAM INTERNATIONAL: Moody's Changes Default Rating to 'Caa1/LD'
-----------------------------------------------------------------
Moody's Investors Service revised Cinram International Inc.'s
probability of default rating to Caa1/LD from Caa1, with the "/LD"
suffix signaling a "limited default."  The rating action reflects
Moody's view that Cinram's most recent debt repurchases of
$25 million of its senior credit facility term loan for total
proceeds of $20 million (completed subsequent to the quarter ended
30 September 2009), when considered in aggregate with debt
repurchases completed earlier in the year (total of $71.9 million
repurchased for $48.5 million through the third quarter ended
30 September 2009), effectively amount -- for rating purposes only
-- to a distressed exchange tantamount to a limited default.

In turn, this assessment is based on the company's fundamental
need to reinvent itself as the financial viability of its core
activity, CD and DVD replication, gradually wanes.  Given the
uncertain duration and magnitude of the technology tail, this
matter implies that capital planning and future debt refinance
activities are subject to significant uncertainty.  The success of
the discounted tender activities indicates that investors share
this perspective.  As creditors have chosen to accept a loss-
certain over the past several months in lieu of an uncertain
return when the company's debt facilities mature in 2011, the
tender transactions -- in the aggregate -- suggest that a quasi
restructuring is unfolding.  This leads to their classification as
a so-called "distressed exchange."

Moody's notes that this action does not alter the existing views
on Cinram's fundamental credit profile and accordingly the B3 CFR
along with the negative outlook are affirmed.  Existing instrument
ratings on the company's term loan debts are also affirmed.  The
"/LD" suffix will remain for three days, after which it will be
withdrawn and the PDR revised back to the Caa1 that existed prior
to the limited default.  While subsequent repurchase activity will
likely continue the limited default, since they will be deemed to
be part of the same over-all transaction, the PDR modification
will be made only once.  As well, with modest changes to Cinram's
debt structure, loss given default point estimates are being
adjusted as part of the rating action.

Issuer: Cinram International Inc.

Probability of Default Adjustment:

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

Loss Given Default Adjustment:

  -- Senior Secured Bank Credit Facility, Upgraded to LGD2, 28%
     from LGD2, 29%

Moody's most recent rating action concerning Cinram was taken on
12 May 2009, at which time the company's CFR was downgraded to B3
from B2 concurrent with a repositioning of the PDR to Caa1 from
B3, in light of weak results, expectations of continued
deterioration in financial results and a lack of visibility
relating when such performance might improve.  The prevailing
negative rating outlook was also affirmed.

Toronto, Ontario, Canada, Cinram International Inc. is one of the
world's largest independent manufacturers, replicators and
distributors of DVDs and audio CDs.


CIRTRAN CORP: Reports $1.2 Million Net Loss for Sept. 30 Quarter
----------------------------------------------------------------
CirTran Corporation reported a net loss of $1,208,140 for the
three months ended September 30, 2009, from a net loss of
$2,258,414 for the same period a year ago.  The Company reported a
net loss of $2,591,848 for the nine months ended September 30,
2009, from a net loss of $2,981,427 for the year ago period.

Net sales were $2,690,941 for the three months ended September 30,
2009, from $3,102,414 for the year ago period.  Net sales were
$7,712,530 for the nine months ended September 30, 2009, from
$10,202,998 for the year ago period.

At September 30, 2009, the Company had $14,529,397 in total assets
against $17,292,640 in total liabilities.  The September 30
balance sheets showed strained liquidity: The Company had
$9,219,607 in total current assets against $15,471,185 in total
current liabilities.  At September 30, 2009, the Company had
accumulated deficit of $35,917,265 and stockholders' deficit of
$2,763,243.

The Company used cash in its operations in the amount of
$2,468,658 and $3,361,754 during the nine months ended September
30, 2009 and 2008, respectively.

CirTran said the sustained losses, accumulated deficit and cash
used in operations raise substantial doubt about the Company's
ability to continue as a going concern.

The Company said it has several new programs in development.  The
programs represent a new direction for the Company into the
beverage industry, and support ongoing efforts in the consumer
products contract manufacturing and media marketing industries.
The Company said the new programs have the potential to carry
higher profit margins than electronic manufacturing, and as a
result, the Company is investing substantial resources into
developing these activities.

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?4a7e

The September 10-Q report was filed on November 23, a week after
the Company said it would delay the filing.  The Company said the
10-Q report could not be filed without unreasonable effort or
expense within the prescribed time period because management
required additional time to compile and verify the data required
to be included in the report.

On November 2 and 16, the Company filed amendments to its annual
report on Form 10-K for the year ended December 31, 2008, to file
redacted copies of certain exhibits.

The Company filed a copy of an International Distribution
Agreement dated as of January 8, 2009, between Cirtran Beverage
Corp., and Tobacco Holding Group Sh.p.k, an Albanian Company.  The
Company appointed Tobacco Holding as its exclusive distributor for
its products in Albania.  A redacted copy of the agreement is
available at no charge at http://ResearchArchives.com/t/s?4a7f

                           About CirTran

Headquartered in Salt Lake City, Utah, CirTran Corporation (OTC
BB: CIRC) -- http://www.CirTran.com/-- is an international, full-
service contract manufacturer.  CirTran's operations include:
CirTran-Asia, a subsidiary with principal offices in ShenZhen,
China, which manufactures high-volume electronics, fitness
equipment, and household products for the multi-billion-dollar
direct response industry; CirTran Online, which offers products
directly to consumers through major retail web sites, and CirTran
Beverage, which has partnered with Play Beverages LLC to introduce
the Playboy Energy Drink(TM).


CLEM CARINALLI: AG Probes Loans Made by Sonoma University
---------------------------------------------------------
The Press Democrat reports that the state attorney general is
conducting an audit of the Sonoma State University Academic
Foundation and its loans to former member Clem Carinalli, who
received at lest $9.6 million in loans from the foundation.

The source says the attorney general asked financial documents
involving Mr. Carinalli.

The foundation could be forced to return a $232,500 payment it
made to Mr. Carinalli under a provision of bankruptcy code for the
sole purpose to protect one creditor from receiving preferential
treatment over another, source relates.

                        About Clem Carinalli

The U.S. Bankruptcy Judge Alan Jaroslovsky converted the Chapter 7
liquidation case of Clem Carinalli and his wife, Ann Marie, into
Chapter 11 reorganization, at the behest of the Debtors.  As
reported by the TCR on September 17, 2009, a group of investors
claiming that they are owed almost $1 million by Mr. Carinalli
filed a petition to force him into Chapter 7 bankruptcy in the
U.S. Bankruptcy Court in Santa Rosa.  Mr. Carinalli owes creditors
some $150 million.  Exchange Bank President William Schrader said
that the involuntary bankruptcy could delay loan payments to the
bank and other institutions.  Mr. Carinalli said that he was
hoping to avert bankruptcy and instead negotiate privately with
investors, as that would increase the odds of paying creditors
back.  Mr. Carinalli hired debt restructuring consultant Steve
Huntley to negotiate with creditors.


CLIFFORD ROBINSON: Files Amended List of Largest Unsec. Creditors
-----------------------------------------------------------------
Clifford Ralph Robinson and Heather Lynn Robinson filed with the
U.S. Bankruptcy Court for the District of Oregon their amended
list of largest unsecured creditors.

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

             http://researcharchives.com/t/s?4a88

Franklin Lakes, New Jersey-based Clifford Ralph Robinson and
Heather Lynn Robinson, fka Lufkins, filed for Chapter 11
bankruptcy protection on November 2, 2009 (Bankr. D. Ore. Case No.
09-39160).  William M. Parker, Esq., who has an office in Tigard,
Oregon, 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.


CONSECO INC: Paulson Discloses Ownership of 9.9% of Common Stock
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
on November 23, 2009, Paulson & Co., Inc., and its affiliates
disclosed that collectively, they beneficially own 20,000,000
shares of Conseco Inc.'s common Stock:

                                    Shares
                                    Beneficially
   Company                          Owned          Percentage
   -------                          ------------   ----------
Paulson & Co. Inc.                    20,000,000        9.9%
Paulson Advantage Master Ltd.          3,235,863        1.6%
Paulson Advantage Plus Master Ltd.     6,994,010        3.5%
Paulson Advantage Select Master
  Fund Ltd.                               70,127  less than 0.1%
Paulson Recovery Master Fund Ltd.      9,700,000        4.8%
John Paulson                          20,000,000        9.9%

Each of Advantage Master, Advantage Plus Master, Select Master and
Recovery Master may be deemed to have with Paulson & Co. and John
Paulson shared power to vote or to direct the vote and shared
power to dispose or to direct the disposition of the shares of
common Stock beneficially owned by it.

A full-text copy of Paulson & Co. Inc.'s Schedule 13D is
available for free at http://researcharchives.com/t/s?4a8b

                        About Conseco Inc.

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

                          *     *     *

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

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


CONSECO INC: Registers Proposed Public Sale of $230MM Common Stock
------------------------------------------------------------------
Conseco Inc. has filed a registration statement on Form S-1 for
the proposed sale to the public of the Company's common stock, par
value $0.01 per share (and associated preferred stock purchase
rights, with a proposed aggregate offering price of $230,000,000.
The Company disclosed that the proposed sale will commence as soon
as practicable after the registration statement is declared
effective.

A full-text copy of the Company's Form S-1 is available for free
at http://researcharchives.com/t/s?4a8c

                        About Conseco Inc.

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

                          *     *     *

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

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


CONSPIRACY ENTERTAINMENT: Swings to $5.3MM Net Loss for Q3 2009
---------------------------------------------------------------
Conspiracy Entertainment Holdings, Inc., swung to a net loss of
$5,336,115 for the three months ended September 30, 2009, from net
income of $4,875,822 for the same period a year ago.  The Company
posted a net loss of $4,973,226 for the nine months ended
September 30, 2009, from net income of $353,701 for the year ago
period.

Net sales for the three months ended September 30, 2009, were
$1,344,224 from $3,024,146 for the year ago period.  Net sales for
the nine months ended September 30, 2009, were $5,645,415 from
$7,784,004 for the same period a year ago.

The decrease in revenues was primarily attributable to last year's
releases of Summer Athletics and Crashtime released on X360 and
Wii as opposed to the sole new release of Real Heroes: Firefighter
during the three months ended September 30, 2009.

The Company swung to a net loss of $1,675,796 for the three-month
period ended June 30, 2009, from net income of $7,870,778 for the
same period a year ago.  The Company posted net income of $362,889
for the six months ended June 30, 2009, from net loss of
$4,516,370 for the same six-month period a year ago.

At September 30, 2009, the Company had $4,189,118 in total assets,
including $781,582 in total current assets, against $17,741,553 in
total liabilities, all current; resulting in stockholders' deficit
of $13,552,435.

As of June 30, 2009, the Company had $3,578,903 in total assets
and $11,795,223 in total liabilities, all current; resulting in
$8,216,320 stockholders' deficit.

As of September 30, 2009, the Company had an accumulated deficit
of roughly $16,000,000, significant negative working capital, and
is in default on its debt.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.

"Recovery of the Company's assets is dependent upon future events,
the outcome of which is indeterminable.  Successful completion of
the Company's development program and its transition to the
attainment of profitable operations is dependent upon the company
achieving a level of sales adequate to support the Company's cost
structure.  In addition, realization of a major portion of the
assets in the accompanying balance sheet is dependent upon the
Company's ability to meet its financing requirements and the
success of its plans to develop and sell its products.  Management
plans to issue additional debt and equity to fund the release of
new products in 2009 and 2010 and to continue to generate cash
flow from operations," Conspiracy Entertainment Holdings said.

Earlier this month, the Company circulated an information sheet
and notice seeking written consent from a majority of the holders
of the Company's voting capital stock -- in lieu of a special
meeting of the stockholders -- for these actions:

     1. The filing of an amendment to the Company's Articles of
        Incorporation to increase the Company's authorized shares
        of common stock from 100,000,000 shares, par value $0.001
        to 1,000,000,000 shares, par value $0.001;

     2. To elect two directors to serve subject to the provisions
        of the By-laws, until the next Annual Meeting of
        Shareholders and until their respective successors have
        been duly elected and qualified; and

     3. To ratify the selection of Chisholm, Bierwolf, Nilson &
        Morrill, LLC as the Company's independent auditor for the
        year ended December 31, 2009.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4a80

A full-text copy of the Company's information statement is
available at no charge at http://ResearchArchives.com/t/s?4a81

The Form 10-Q report was filed November 23, six days after the
Company said it would delay the filing of the report.  The Company
had said the compilation, dissemination and review of the
information required to be presented in the Form 10-Q for the
relevant period imposed time constraints that have rendered timely
filing of the Form 10-Q impracticable without undue hardship and
expense to the Company.

              About Conspiracy Entertainment Holdings

Based in Santa Monica, California, Conspiracy Entertainment
Holdings, Inc., develops, publishes and markets interactive
entertainment software.  The Company currently publishes titles
for many popular interactive entertainment hardware platforms,
such as Sony's PlayStation, Nintendo 64 and Nintendo's Game Boy
Color and Game Boy Advance as well as the next generation hardware
platforms such as Sony's PlayStation 2, Sony's PSP, Nintendo
GameCube, Nintendo's DS, Microsoft's Xbox, and also for the PC.


COOPER-STANDARD: Plan Exclusivity Extended to March 31
------------------------------------------------------
Bill Rochelle at Bloomberg reports that Cooper-Standard Automotive
Inc. sought and obtained an extension until March 31 of its
exclusive right to propose a reorganization plan.

Cooper-Standard is facing litigation with Cooper Tire & Rubber Co.
The suit will decide who's entitled to more than $100 million in
Canadian tax refunds.  The schedule now calls for discovery in the
suit to continue until Dec. 18.  Motions for the judge to rule
without trial are due Jan. 6.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COYOTES HOCKEY: Stotland Plans to Buy Coyotes, Won't Transfer Team
------------------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that Steve
Stotland, a businessman in Montreal, and undisclosed local
investors expressed their intention to purchase Phoenix Coyotes
and keep them in Arizona.

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

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


DANA HOLDING: Moody's Gives Stable Outlook, Affirms 'Caa2' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Dana
Holding Corporation's to stable from negative.  In a related
action Moody's affirmed Dana's ratings: Corporate Family at Caa2,
Probability of Default at Caa1, senior secured asset based
revolving credit facility at B3 and senior secured term loan at
Caa1.  The Speculative Grade Liquidity Rating was also affirmed at
SGL-3.

The change in outlook to stable considers Dana's stabilized
performance over the past two quarters which included improvement
in operating margin and positive free cash flow generation on
lower year-over-year revenues.  This stabilized performance
resulted from restructuring actions taken earlier in the year,
such as headcount reductions, manufacturing efficiencies, and
higher pricing.  These actions also are expected to benefit the
company's credit metrics as global industry conditions improve in
2010.  While the overall market conditions for Dana's products are
expected to strengthen over the near-term, the results will be
uneven geographically and for each segment.  Yet, expected
improvements in financial covenant cushions resulting from Dana's
debt pay down from its recent $263 million equity issuance and the
company's high level of cash balances are expected to provide
financial flexibility.

Dana's PDR at Caa1 reflects ongoing pressures on the company's
operations from an expected uneven recovery in the company's end
markets.  The North American automotive market is expected to
improve 15% in 2010 over extraordinarily weak 2009 levels.  Dana's
North America revenues, the majority of which is light vehicle,
represent about 51% of total revenues.  While approximately 26% of
Dana's 2008 revenues were from the Detroit-3, about two-thirds of
this exposure was to Ford which has evidenced market share growth
over the recent months.  However, in contrast, Moody's believes
that European automotive markets (about 8% of Dana's revenues)
will decline by 9%.  Further pressuring Dana's prospects is its
platform mix weighting toward light trucks and SUV's that remain
pressured by lackluster housing and construction markets and
shifting consumer buying preferences.  Moody's also continues to
expect commercial vehicle and off-highway vehicle build rates to
remain weak into 2010.

The notching of Dana's CFR at Caa2 reflects Moody's concern that
the company's end markets and the effect of expected ongoing
restructuring may not fully support significantly improved EBITDA
prospects and resulting enterprise multiples.  These pressures
continue to support Moody's employing a 40% family recovery rate
in its Loss Given Default assessment for the company, which drives
the notching of the CFR under the Loss Given Default Methodology.
Moody's will continue to assess Dana's prospects and recovery rate
expectations as the company's market conditions evolve.

The Speculative Grade Liquidity Rating of SGL-3 continues to
reflect adequate liquidity.  Moody's expects Dana to still
generate negative cash flow over the next four quarters largely
due to seasonal working capital needs and the potential settlement
payment for tax liabilities expected to be resolved from the
company's emergence from Chapter 11 in January 2008.  However, the
company maintained strong cash balances of $814 million at
September 30, 2009, aided in part by a portion of the proceeds
from the equity issue.  Further, Dana has access to external
facilities.  Availability under the $650 million asset based
revolving credit at September 30, 2009 was approximately
$178 million under borrowing based limitations and net of letters
of credit, though effective availability is reduced to
$136 million after consideration for financial covenant
limitations.  Dana also maintains a European receivables loan
facility of Euro 170 million, maturing in July 2012, which had
availability of $46 million.  Alternative liquidity is limited as
all of the company's domestic assets and 66% of the equity of the
non-domestic subsidiaries secure the revolving credit and term-
loan.  There is capacity to incur up to $400 million of additional
debt in the foreign subsidiaries, subject to financial covenant
limitations.

Ratings affirmed:

  -- Corporate Family Rating, at Caa2

  -- Probability of Default Rating, at Caa1:

  -- $650 million senior secured asset based revolving credit
     facility, at B3 (LGD3, 43%);

  -- $1.0 billion (remaining amount) senior secured term loan, at
     Caa1 (LGD3, 46%);

  -- Speculative Grade Liquidity rating, SGL-3

The last rating action for Dana Holding Corporation was on
August 7, 2009, when the Probability of Default Rating was revised
to Caa1/LD.

Dana, headquartered in Toledo, Ohio, is a world leader in the
supply of axles; driveshafts; and structural, sealing, and thermal
management products.  The company's customer base includes
virtually every major vehicle and engine manufacturer in the
global automotive, commercial vehicle, and off-highway markets.
The company employs approximately 23,000 people in 26 countries.
Revenues in 2008 were $8.1 billion.


DBSD NORTH AMERICA: DISH Network & Sprint Appeal Confirmation
-------------------------------------------------------------
DISH Network Corp. and Sprint Nextel Corp. took an appeal with the
District Court the Bankruptcy Court's order confirming the Chapter
11 plan of DBSD North America Inc.

While confirmation of the Plan was supported by the bulk of the
holders of the Debtors' second lien secured debt, first lien
creditor DISH Network, which bought up all of the first lien
secured debt in July, at par, and Sprint-Nextel Corporation, which
has pending claims -- subject to asserted defenses -- against New
DBSD Satellite Services G.P., one of the Debtors, had strongly
objected to the confirmation of the Plan.

DISH claimed that the Plan fails to satisfy the feasibility
requirements of 11 U.S.C. Sec. 1129(a)(11).  While their satellite
has been launched, and is operational, the Debtors have no current
source of revenue.  The Debtors presently estimate that over the
next four years, they will lose $25 million per year in startup
costs.

DISH and Sprint had also argued that the Plan fails to satisfy the
"best interests of creditors requirement".  Sprint said the Plan
violates the absolute priority rule.  The bankruptcy judge,
however, held that the "Gifting" Doctrine -- under which senior
secured creditors voluntarily offer a portion of their recovered
property to junior stakeholders (as the senior noteholders did
here) -- defeats Sprint's absolute priority rule objection.

                      The Chapter 11 Plan

As reported by the TCR on Oct. 28, 2009, Judge Robert E. Gerber
wrote a bench decision saying he will confirm the Chapter 11 plan
of reorganization for DBSD North America and its subsidiaries
despite objections to the feasibility
of the Plan.

The Plan seeks, principally through substantial deleveraging and
realignment of operations, to focus on the Debtors' core
operations, to capitalize on opportunities in the future.  The
Debtors will reduce their funded debt and other financial
obligations by converting all of their Second Lien Debt and
general unsecured claims into equity of the reorganized Debtors.

The Plan provides for the Debtors to continue to operate as a pre-
revenue enterprise, implementing cost-saving initiatives until the
Debtors obtain strategic partnerships with entities that are able
to complement the Debtors' satellite offerings or obtain
additional capital to continue funding the enterprise.

Under the Plan, the Debtors will be deleveraged by over $600
million. The Plan currently contemplates that the Debtors will
have $81 million in total debt at the Effective Date, and the
total indebtedness can be projected to be in the range of
$260 million by 2013.

A copy of Judge Gerber's decision containing his Findings of Fact
and Conclusions of Law is available for free at:

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

                    About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
It has launched a satellite, but is in the developmental stages of
creating a satellite system with components in space and on earth.
It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel,
Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago,
serve as the Debtors' counsel.  Jefferies & Company is the
proposed financial advisors to the Debtors.  The Garden City Group
Inc. is the court-appointed claims agent for the Debtors.  When
the Debtors sought for protection from their creditors, they
listed between $500 million and $1 billion each in assets and
debts.


DELTA AIR LINES: Executives Dispose of Shares
---------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Richard B. Hirst, senior vice president at Delta Air
Lines, Inc., disclosed that on November 1, 2009, he disposed of
9,483 shares of Delta common stock, at $7.14 per share.  According
to Mr. Hirst, the shares were withheld for payment of tax
liability upon vesting of 20% of a special one-time restricted
stock award, in connection with Delta's merger with Northwest
Airlines Corporation on October 29, 2008.  He added that the
withholding was approved by the Personnel & Compensation
Committee of Delta's Board of Directors and is exempted from
Section 16(b) of the Securities Exchange Act of 1934 under Rules
16b-3(d)(1) and 16b-3(e).  Following the transaction, Mr. Hirst
beneficially owned 325,054 Delta shares.

Glen W. Hauenstein, executive vice president for Network Planning
and Revenue Management at Delta Air Lines, Inc., reported on
November 2, 2009, that he disposed of 16,874 shares of Delta
common stock, at $7.14 per share.  The shares were withheld for
payment of tax liability upon vesting of 20% of a special one-time
restricted stock award, in connection with Delta's merger with
Northwest Airlines Corporation on October 29, 2008.  Subsequently,
Mr. Hauenstein became the beneficial owner of 344,672 Delta shares
after the transaction.

Delta Air Lines Senior Vice President and Chief Financial Officer
Hank Halter notified that on November 1, he disposed of 13,175
shares of Delta common stock, at $7.14 per share, which were
withheld for payment of tax liability upon vesting of 20% of
a special one-time restricted stock award.  The withholding is in
connection with the Delta/NWA merger.  The transaction left Mr.
Halter with 231,000 shares of Delta common stock that he
beneficially owned.

Stephen E. Gorman, executive vice president and chief operating
officer at Delta Air Lines, Inc., reported that on November 1, he
disposed of 19,309 shares of Delta common stock, at $7.14 per
share.  Mr. Gorman noted that the shares were withheld for payment
of tax liability upon vesting of 20% of a special, one-time
restricted stock award granted in connection with the Delta/NWA
merger.  Following the transaction, Mr. Gorman is deemed to
beneficially own 559,869 shares of Delta common stock.

Michael H. Campbell, executive vice president for Human Resources
& Labor Relations at Delta Air Lines, Inc., informed the
Securities and Exchange Commission on November 2, 2009, that he
disposed of 16,874 shares of Delta common stock, at $7.14 per
share on November 1.  The Shares were withheld for payment of tax
liability upon vesting of 20% of a special, one-time restricted
stock award granted in connection with Delta's merger with
Northwest Airlines Corporation on October 29, 2008, as approved by
the Personnel & Compensation Committee of Delta's Board of
Directors and as exempted from Section 16(b) of the Securities
Exchange Act of 1934 under Rules 16b-3(d)(1) and 16b-3(e).
Mr. Campbell is deemed to beneficially own 316,382 shares of Delta
common stock following the transaction.

Michael J. Becker, executive vice president and chief operating
officer of Northwest Airlines Corporation, reported that he
disposed of 17,004 shares of Delta Air Lines, Inc. common stock,
at $7.14 per share.  According to Mr. Becker, the Shares were
withheld for payment of tax liability upon vesting of 20% of a
special, one-time restricted stock award granted in connection
with Delta/NWA merger.  Subsequently, Mr. Becker is deemed to
beneficially own 461,239 shares of Delta common stock.

Richard Anderson, chief executive officer of Delta Air Lines,
Inc., disclosed that he disposed of a total of 64,524 shares of
Delta Air Lines, Inc. common stock, at a price of $7.14 per share
on November 1.  The Disposed Shares were withheld for payment of
tax liability upon vesting of 20% of a special, one-time
restricted stock award granted in connection with Delta/NWA
merger.  Following the transaction, Mr. Anderson directly and
beneficially owned 1,420,882 shares of Delta common stock.

Edward H. Bastian, president and chief operating officer of
Northwest Airlines Corporation, informed the Securities and
Exchange Commission on October 29, 2009, and November 2, 2009,
that he disposed of these shares of Delta Air Lines, Inc. on
these dates:

  Transaction      Disposed of         Price       Remaining
     Date          Common Stock      Per Share       Shares
  -----------      ------------      ---------     ---------
   10/28/09           7,500            $7.42        645,219
   11/01/09          39,903            $7.14        605,316
   11/06/09          10,000            $7.581       595,316

In separate disclosures filed with the U.S. Securities and
Exchange Commission dated October 29, 2009, these members of
Delta Air Lines, Inc.'s Board of Directors disclosed that each of
them disposed of 3,930 shares of Delta common stock on
October 27, 2009.

In 2009, these non-employee members of Delta's Board of Directors
received the annual restricted stock award of $70,000, with a
restricted stock award of $40,000 granted in June 2009.  The
Board Members' shares represent the remaining $30,000 of the
annual restricted stock award to the Board Member based on the
current market price.

The Board Members are:
                                             Common Stock
                       Transaction    --------------------------
Board Member              Date        Disposed of     Remaining
------------           ------------   ------------   -----------
Roy J. Bostock           10/27/09         3,930           27,478
John S. Brinzo           10/27/09         3,930           19,523
Daniel S. Carp           10/27/09         3,930           24,453
John M. Engler           10/27/09         3,930           24,728
Mickey P. Foret          10/27/09         3,930           24,728
David R. Goode           10/27/09         3,930           29,523
Paula Rosput Reynolds    10/27/09         3,930           19,523
Rodney E. Slater         10/27/09         3,930           24,728
Douglas Steenland        10/27/09         3,930          512,579
Kenneth Woodrow          10/27/09         3,930           19,523

Mr. Foret had indirect ownership of 35,073 Delta shares, as it
relates to Aviation Consultants LLC, of which he is a sole
member.

                       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.


DR HORTON: S&P Affirms Corporate Credit Rating at 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on D.R. Horton Inc.  In addition, S&P affirmed its
'BB-' rating and '4' recovery rating on the company's senior
unsecured notes and S&P's 'B' rating and '6' recovery rating on
the senior subordinated notes.  The outlook remains negative.

"D.R. Horton Inc.'s corporate credit rating reflects continued
weak credit metrics and potential for additional inventory
impairments and operating losses, despite recent improvements in
order trends and margins," said Standard & Poor's credit analyst
George Skoufis.  "Offsetting these credit weaknesses has been the
company's focus on maintaining liquidity throughout the housing
downturn, as reflected in a currently strong cash position and
manageable intermediate refinancing and capital investment needs,
in S&P's view."

S&P expects the difficult operating conditions in a number of D.R.
Horton's markets to continue, which could continue to weigh on the
company's already weak credit metrics and potentially drive
additional impairments (given the company's long land position),
thereby stalling a return to profitability.  As such, D.R.
Horton's cash position is a critical support to S&P's rating,
which assumes that the company will maintain a significant cash
position, of at least $1 billion, in the absence of a revolving
credit facility.  As long as market conditions remain difficult,
S&P would lower S&P's ratings if D.R. Horton is unable to maintain
this level of cash.  S&P views an upgrade as unlikely in the near
term unless the company significantly improves and sustains its
profitability.


DUBAI WORLD: Int'l Banks Exposed; Fire Sale of Assets Feared
------------------------------------------------------------
The Wall Street Journal's Chip Cummins, Dana Cimilluca and Sara
Schaefer Munoz, citing a person familiar with the matter, report
that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings PLC,
Barclays PLC, Lloyds Banking Group PLC, Standard Chartered PLC and
ING Groep NV of the Netherlands, are among the international banks
that have large exposure in Dubai World.

RBS has lent roughly $1 billion to Dubai World, another person
said, according to the Journal.  Sources also told the Journal
Barclays's exposure to Dubai World is roughly $200 million, and
that exposure is effectively hedged.

David Robertson at The (U.K) Times reports Credit Suisse has
estimated that European banks could have EUR40 billion
(GBP36 billion) in loans to Dubai and much of this could be at
risk if the Gulf emirate defaults.  "Banks including HSBC and
Royal Bank of Scotland have helped to finance Dubai's acquisitions
and are now on the hook if the state cannot repay its debts," Mr.
Robertson says.

The Journal says the banks with the greatest exposure to Dubai
World are Abu Dhabi Commercial Bank and Emirate NBD PJSC, people
familiar with the matter said.  Executives at the two banks
weren't available for comment Thursday, the Journal notes.

Dow Jones Newswires' Margot Patrick relates that a report by the
Emirates Banks Association said the top eight foreign banks in the
United Arab Emirates by lending volume -- HSBC, Standard
Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro,
Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's
Calyon, -- extended about $36 billion in loans in 2008 throughout
the federation, without breaking down the loans by emirate or type
of borrower.

According to Ms. Patrick, Calyon in an email said it has a "small
exposure" to Dubai World's debt, and that it doesn't think it has
any cause to worry about the announced restructuring.

Standard Chartered, according to Ms. Patrick, said it doesn't
comment on specific clients and would make a statement if it had
anything material to disclose.  According to Ms. Patrick, Lloyds
Chairman Win Bischoff said the bank has only a small exposure to
Dubai that won't affect shareholders or operations.  The other
banks declined to comment on their Dubai exposure, she says.

According to Ms. Patrick, banks that acted as arrangers or
bookrunners on Dubai World's $5.5 billion loan facility in June
2008 include HSBC, RBS, Lloyds, ING Groep NV and Cayon, as well as
Bank of Tokyo-Mitsubishi UFJ, Sumitomo Mitsui Banking Corp.,
Emirates Bank and Mashreq Bank.

According to Ms. Patrick, ING said its exposure was small.  The
Asian and Middle Eastern banks couldn't immediately be reached,
she says.  Government and private-sector offices are closed
throughout the Middle East for the Eid holiday.

Dow Jones notes banks helping entities to place loans typically
keep at least 10% of the total, while syndicating the rest to
other banks and institutional investors.  Dow Jones says it is
possible some of the banks involved in the financing have no
remaining exposure to Dubai World.  Most of the banks have also
worked on financing for other entities controlled by the city
state.

According to Ms. Patrick, citing Dealogic data, other banks who
have worked on bond and loan financings for Dubai entities include
Barclays, Citigroup, Credit Suisse Group, Deutsche Bank AG and UBS
AG.

According to Ms. Patrick, Credit Suisse said its exposure to Dubai
World is "not material," while Swiss-based UBS said its exposure
in Dubai is small and not material.  A person familiar with the
matter said Deutsche Bank's exposure to Dubai World wasn't
noteworthy, according to Ms. Patrick.

The Wall Street Journal says U.K. bank stocks took a beating
Thursday, with Barclays, HSBC, Standard Chartered and RBS all
tumbling.  According to the Journal, Standard & Poor's put four
Dubai's banks on credit watch because of their exposure to Dubai
World.  The cost of insuring against a Dubai default rose to
$547,000 a year per $10 million in debt from $318,000 on Tuesday,
according to CMA, a credit-data provider, the Journal adds.

Holders of a $3.5 billion sukuk, or Islamic bond, issued by Dubai
World property subsidiary Nakheel, due next month, face the most
immediate threat, according to the Journal.  Nakheel bonds dropped
from about 110 cents on the dollar before the news Wednesday to
about 70 cents, the Journal says.

                             Fire Sale

The (U.K) Times' Mr. Robertson reports the standstill raises the
possibility that Dubai World could default on its debt.  According
to Mr. Robertson, the fear in Western markets is that banks risk
losing billions, causing more paralysis in the lending markets.
Dubai World's difficulties also raise the prospect that it may be
forced into a fire sale of its assets.  Mr. Robertson ran a list
of certain assets acquired by Dubai World or its subsidiaries in
recent years:

     (A) Leisurecorp unit

         -- bought golf course Turnberry for GBP55 million in
            2008.

         -- owns the Chris Evert tennis centers and more than
            200 golf courses across the U.S.

     (B) Istithmar investment fund

         -- has $3.5 billion in businesses, including Irish
            textbook publishers and aerospace companies.

         -- in 2008 bought a 20% stake in Cirque du Soleil; the
            Canadian circus performers have since established a
            permanent base in Dubai.

     (C) DP World

         -- acquired Peninsular & Oriental in 2006.

         -- owns Dubai's Jebel Ali port and various other
            container terminals around the world.

         -- operates container terminals at Tilbury, near
            London, and Southampton, and is building the London
            Gateway port.

     (D) Nakheel

         -- built the Palm Islands in the Gulf

                        6-Month Standstill

The Troubled Company Reporter, citing The Wall Street Journal and
Bloomberg News, yesterday ran a story about Dubai World seeking a
six-month standstill on its debt obligations.  In a statement
obtained by the Journal and Bloomberg, the government of Dubai
said it would restructure Dubai World and has appointed Deloitte
LLP to lead the restructuring effort, naming an executive at the
consultancy as the group's "chief restructuring officer."

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 said Dubai World
has $59 billion in liabilities.  Bloomberg said Dubai accumulated
$80 billion of debt by expanding in banking, real estate and
transportation before credit markets seized up last year.

The Journal said 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.

                         About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.

The Sun Never Sets on Dubai World, its Web site says.


DUBAI WORLD: Port Unit DP World Not Part of Restructuring
---------------------------------------------------------
The Wall Street Journal's Chip Cummins, Dana Cimilluca and Sara
Schaefer Munoz report Dubai World on Thursday said its cash-
generating ports division, DP World, wouldn't be included in the
restructuring.

The Journal, citing a person familiar with the matter, said
Dubai World is seeking a six-month moratorium on interest
payments.  During that time, it could negotiate with creditors
a restructuring that would pare liabilities, which include
$20 billion of loans and bonds coming due in the next 18 months,
according to estimates.  If the lenders don't agree, Dubai World
will default on the notes, the person said, according to the
Journal.

David Robertson at The (U.K) Times reports DP World became the
third-largest port operator globally after its acquisition of
Peninsular & Oriental in 2006.  DP World also owns Dubai's Jebel
Ali port and various other container terminals around the world.
It also operates container terminals at Tilbury, near London, and
Southampton, and is building the London Gateway port, he says.

Mr. Robertson says Dubai World ring-fenced DP World from the rest
of the company's debts "to protect the profitable ports division
from potential creditors."

The Journal says Company executives and representatives didn't
respond to requests for comment.  According to the Journal, citing
Zawya Dow Jones, Sheik Ahmed bin Saeed al Maktoum, head of Dubai's
finance committee, said in a statement Thursday that "our
intervention in Dubai World was carefully planned and reflects its
specific financial position."

"We understand the concerns of the market and the creditors in
particular.  However, we have had to intervene because of the need
to take decisive action to address its particular debt burden," he
said, promising more details next week, according to the Journal.

The Troubled Company Reporter, citing The Wall Street Journal and
Bloomberg News, yesterday ran a story about Dubai World seeking a
six-month standstill on its debt obligations.  In a statement
obtained by the Journal and Bloomberg, the government of Dubai
said it would restructure Dubai World and has appointed Deloitte
LLP to lead the restructuring effort, naming an executive at the
consultancy as the group's "chief restructuring officer."

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 said Dubai World
has $59 billion in liabilities.  Bloomberg said Dubai accumulated
$80 billion of debt by expanding in banking, real estate and
transportation before credit markets seized up last year.

The Journal said 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.

                         About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.

The Sun Never Sets on Dubai World, its Web site says.


EASTER SEALS: Two Day Care Centers Eye Property at Green Hills
--------------------------------------------------------------
Natalie Mielczarek at Tennessean.com reports that an adult day-
care and a child day care is mulling a purchase of a portion of
Easter Seals Tennessee's 4.4-acre property off Woodmont Boulevard
in Green Hills.

Based in Nashville, Tennessee, Easter Seals Tennessee Inc. filed
for Chapter 11 protection on May 17, 2009 (Bankr. M.D. Tenn. Case
No. 09-05597).  Glenn Benton Rose, Esq., Harwell Howard Hyne
Gabbert et al., represents the Debtor.  In its petition, the
Debtor listed assets of between $1 million and $10 million, and
debts of $10 million and $50 million.


ENTERPRISE PRODUCTS: Moody's Puts Ba1 Rating on 7.00% Jr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned Baa3 ratings to approximately
$1.66 billion of senior unsecured notes issued by Enterprise
Products Operating LLC in exchange for TEPPCO Partners, L.P. notes
in connection with the recently completed merger of the two
partnerships.  EPO is the primary operating subsidiary of
Enterprise Products Partners L.P. that issues substantially all of
Enterprise's debt.  Moody's also assigned a Ba1 rating to
approximately $286 million of junior subordinated notes issued by
EPO in exchange for TEPPCO's junior subordinated notes.  Since
substantially all of TEPPCO's rated debt was exchanged for EPO
debt, Moody's has withdrawn TEPPCO's Baa3 senior unsecured and Ba1
junior subordinated ratings.

The new ratings assigned to the notes issued by EPO were:

* $490.5 million 7.625% Senior Notes due 2012 -- Baa3

* $182.6 million 6.125% Senior Notes due 2013 -- Baa3

* $237.6 million 5.90% Senior Notes due 2013 -- Baa3

* $349.7 million 6.65% Senior Notes due 2018 -- Baa3

* $399.6 million 7.55% Senior Notes due 2038 -- Baa3

* $285.8 million 7.00% Junior Fixed/Floating Subordinated Notes
  due 2067 -- Ba1

The TEPPCO ratings withdrawn were:

* $500 million 7.625% Senior Notes due 2012 -- Baa3

* $200 million 6.125% Senior Notes due 2013 -- Baa3

* $250 million 5.90% Senior Notes due 2013 -- Baa3

* $350 million 6.65% Senior Notes due 2018 -- Baa3

* $400 million 7.55% Senior Notes due 2038 -- Baa3

* $300 million 7.00% Junior Fixed/Floating Subordinated Notes due
  2067 -- Ba1

The last rating actions on EPO and TEPPCO were on June 29, 2009,
when Moody's commented that the proposed merger did not affect
either partnership's Baa3 senior unsecured rating or stable
outlook.

Enterprise Products Operating LLC, headquartered in Houston,
Texas, is the primary operating subsidiary of Enterprise Products
Partners L.P., a publicly-traded midstream energy master limited
partnership.  Enterprise's operations include natural gas
gathering, processing, transportation and storage; natural gas
liquids fractionation, transportation and storage; oil pipelines;
offshore production platform services; and petrochemical services.
Through its acquisition of TEPPCO Partners L.P., Enterprises has
added operations that include transportation and storage of
refined products and gathering, transportation, marketing and
storage of crude oil.


EPIC AIRCRAFT: Has Four Potential Bidders for Assets
----------------------------------------------------
KTVZ.com says four unnamed bidders, which one is an established
aircraft maker, are seeking to purchase Epic Aircraft out of
bankruptcy.

Bend, Oregon based Epic Aircraft -- http://www.epicaircraft.com/-
- makes six-seat aircraft jets.  Epic Air sold a $1.8 million kit
to build a six-seat turboprop aircraft called the LT.

But the doors were shut by August, with a note on the front door
claiming the owner failed to pay rent and the landlord, ER1, a
Delaware limited liability firm, had taken possession of the
property.  Workers, which totalled 200, later were allowed in to
retrieve their tools.


ESCADA AG: US Unit Extends Removal Period Until February 10
-----------------------------------------------------------
Judge Bernstein extended the period within which Escada (USA)
Inc. may remove actions pursuant to Section 1452 of the Judiciary
and Judicial Procedures Code and Rule 9027 of the Federal Rules
of Bankruptcy Procedure, through and including February 10, 2010.

The Debtor maintained that the Removal Period Extension will
provide it with the necessary time to consider and make informed,
deliberate decisions concerning the removal of any Action.

                        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 Proposes Dec. 24 Claims Bar Date
---------------------------------------------------
Escada (USA) Inc. sought and obtained a Court ruling for the
establishment of deadlines to file proofs of claim against the
Debtor in the Chapter 11 case.  Judge Bernstein specifically
established:

  (1) December 24, 2009, at 5:00 p.m. Prevailing Pacific Time,
      as the deadline for persons or entities to file a proof of
      claim based on prepetition claims, as defined under
      Section 101(5) of the Bankruptcy Code, including secured
      claims and priority claims; and

  (2) February 12, 2010, at 5:00 p.m. Prevailing Pacific Time,
      as the deadline for Governmental Units, as defined under
      Section 101 (27) of the Bankruptcy Code, to file proofs of
      claim.

The Court vacates and supersedes a Prior Order it entered which
established December 22 as the General Claims Bar Date, Judge
Bernstein clarified.

Judge Bernstein also approved the Debtor's proposed Proof of
Claim Form and the procedures for claim filing.

Proofs of claim must conform substantially to Form No. 10 of the
Official Bankruptcy Forms and filed either overnight mail, first
class mail or by hand delivery to:

      Escada USA Inc. Claims Processing Center
      c/o Kurtzman Carson Consultants, LLC
      2335 Alaska Avenue
      El Segundo, CA 90245
      (866) 967-0490

      or

      United States Bankruptcy Court
      Southern District of New York
      One Bowling Green, Room 534
      New York, New York 10004-1408

The official noticing and claims agent in the Debtor's Chapter 11
case, Kurtzman Carlson Consultants LLC, will not accept Proofs of
Claim sent by facsimile, telecopy or transmission.  Proofs of
Claim will be deemed filed only when received by KCC or by the
Clerk of the Bankruptcy Court on or before the Bar Date.

Proofs of claim must (i) be signed by the individual to whom
service of any papers relating to the claim will be directed;
(ii) include supporting documentation or an explanation as to why
documentation is not available; (iii) be written in the English
language; (iv) include a claim amount denominated in United
States currency; (v) set forth with specificity the legal and
factual basis for the alleged claim, and (vi) conform
substantially with the proof of claim form.

These persons or entities need not file a proof of claim on or
prior to the Bar Date:

  -- any person or entity that has already filed a proof of
     claim in a form substantially similar to Official
     Bankruptcy Form No. 10;

  -- any person or entity whose claim is listed on the schedules
     of assets and liabilities filed by the Debtor, provided
     that (i) the claim is not scheduled as "disputed,"
     "contingent" or "unliquidated," and (ii) the claimant does
     not disagree with the amount, nature and priority of the
     claim as set forth in the Schedules;

  -- any holder of a claim that has been allowed by the Court;

  -- any person or entity whose claim has been paid in full by
     the Debtor;

  -- any holder of a claim for which specific or separate
     deadlines have previously been fixed by the Court;

  -- any holder of a claim allowable under Sections 503(b) and
     507(a) of the Bankruptcy Code as an expense of
     administration; and

  -- any current employee of the Debtor.

Any person or entity that holds a claim that arises from the
rejection of an executory contract or unexpired lease, must file
a proof of claim based on the Rejection on or before the Bar
Date.  Similarly, holders of equity security interests in the
Debtor need not file proofs of interest.  If any equity holder
asserts a claim against the Debtor, a proof of claim must be
filed on or prior to the Bar Date.

If the Debtor amends or supplements the Schedules to (i)
designate a claim as disputed, contingent, unliquidated or
undetermined, (ii) change the amount of the claim, or (iii) add a
claim amount that was not listed on the Schedules, the Debtor
will give notice of any amendment or supplement to the holders of
claims affected by the Amendments and provide the claimholders 30
days to file their proofs of claim.

Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York,
avers that establishing the Bar Dates will enable the Debtor to
receive, process, and begin its analysis of creditors' claims in
a timely and efficient manner and proceed to expeditiously
conclude the administration of its Chapter 11 case.

Judge Bernstein directed the Debtor, pursuant to Rule 2002(f) of
the Federal Rules of Bankruptcy Procedure, to publish a notice of
the Bar Date in Women's Wear Daily at least 25 days prior to the
Bar Date.

                        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)


FAIRPOINT COMMS: Gets Final Nod to Honor Employee Obligations
-------------------------------------------------------------
Fairpoint Communications Inc. and its units won final approval
from the Bankruptcy Court to honor their prepetition employee
obligations:

1. Wages and Commissions.  The Debtors' average monthly
    compensation for Employees, including wages, salaries,
    commissions and bonuses is approximately $24 million.

    About 2,970 Employees are paid one week in arrears, while
    1,170 Employees are paid on a current basis.  FairPoint
    Logistics, Inc. and FairPoint Communications process and
    administer the payroll for all of the Debtors' Employees.

    The Debtors also utilize a commission program for about 200
    employees in their sales and client relations department.
    Sales commissions are earned when sales and call-center
    Employees sell communication services to new and existing
    customers.  A total of about $450,000 monthly is paid under
    the Commission Program.

    Under the Rewards Program, some of the Debtors' employees
    are eligible for discretionary performance rewards based on
    sales achievement.  The Reward Program costs the Debtors
    $2.6 million annually.

2. Bonus Programs.  Pursuant to the Collective Bargaining
    Agreements, certain employees of the Debtors are entitled to
    a Guaranteed Minimum Bonus of $700 per eligible employee,
    adjusted for overtime and other benchmarks.  About 200
    technicians are also eligible for Referral Bonuses.

3. Independent Contractor Compensation.  The Debtors work with
    20 Independent Contractors and pay about $115,000 in
    contractor compensation per month.

4. Payroll Taxes and Deductions.  The Debtors withhold federal,
    state, and local income taxes as required by applicable law,
    to pay all employment, unemployment, social security, and
    similar taxes whether withheld from wages or paid directly
    by the Debtors to governmental authorities, as well as make
    other payroll deductions, including retirement and other
    employee benefit plan contributions, union dues,
    garnishments, and voluntary deductions.  The Debtors' bi-
    weekly liability for Payroll Taxes as of the Petition Date
    is about $4 million.

5. Other Compensation.  The other forms of compensation the
    Debtors provide to their Employees are vacation pay, sick
    leave and personal time-off pay and severance.

The Debtors are also prohibited from making payments on account
of Employee Wage Obligations or Independent Contract Compensation
to any Employee in excess of $10,950 in the aggregate.

The Debtors' Severance Program is approved.  The Debtors are
authorized, but not required, to honor (i) prepetition severance
obligations to the extent that the former Employee would
otherwise be entitled to receive payment priority under Section
507(a)(4), and (ii) future severance payment obligations to
current Employees, provided that the Severance Payments are
allowed to be paid pursuant to Section 503(c)(2).

The Debtors are also authorized, but not required, to pay all
costs in connection with maintaining administration or paying
third parties to provide record-keeping relating to the various
Employee benefit programs and any related trusts that may be
outstanding as of the Petition Date in the ordinary course of
business.

All applicable banks and financial institutions are authorized
and directed, when requested by the Debtors in their sole
discretion to honor all checks drawn on or direct deposit and
funds transfer instructions relating to the Debtors' accounts and
any other transfers that are related to Employee Obligations;
provided that sufficient funds are available in the accounts to
make those payments.

                    Other First Day Motions

The Debtors also won permission, on a final basis, to continue
their workers' compensation program.  Employees who hold claims
under the Workers Compensation Programs are authorized, at the
Debtors' direction, to proceed with their workers' compensation
claims in the appropriate judicial or administrative forum under
the Workers Compensation Program, the Court ruled.

The Debtors obtained permission to continue to honor their
prepetition customer obligations.  The Debtors may perform
obligations under their Customer Programs in the ordinary course
of business without regard to whether those obligations arose
before or after the Petition Date; provided that the Debtors may
issue billing credits only to the extent they relate to invoices
issued by the Debtors on or after February 1, 2009.

The Debtors are allowed, on a final basis, to pay their
prepetition taxes and fees.

The Court also entered an order prohibiting the Debtors' utility
providers from discontinuing service to the Debtors solely on the
basis of the Debtors' bankruptcy filing.  An updated list of the
Debtors' Utilities is available for free at
http://bankrupt.com/misc/FairPt_updatedUtilityList.pdf

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. Del. Case No. 09-16335).

Rothschild Inc. is acting as financial advisor for the Company;
AlixPartners, LLP as the restructuring advisor; and Paul,
Hastings, Janofsky & Walker LLP is the Company's counsel.  BMC
Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Net Loss at $77.3 Million at Third Quarter
-----------------------------------------------------------
FairPoint Communications Inc. and its affiliates filed with the
U.S. Securities and Exchange Commission on November 20, 2009, its
financial results for the third quarter ending September 30,
2009.

FairPoint reported decreased revenues by $60 million to
$268.3 million in the third quarter of 2009 compared to 2008.

FairPoint Chief Financial Officer Alfred C. Giammarino said the
Company's revenues have been impacted by weakness in the economy
during recent months, which has caused a decrease in
discretionary customer spending and resulted in an increase in
access line losses and a decrease in usage.  He added that
revenues have also been adversely impacted by the effects of a
competition and technology substitution.

The Company's net loss for the three months ended September 30,
2009, was $77.3 million compared to a net loss of $25.1 million
for the same period in 2009.

Mr. Giammarino noted that the difference in net income between
2009 and 2008 is a result of certain factors, which include the
fact that compared to the same period in 2008:

  -- cost of services and sales decreased $24 million to
     $128.6 million in the third quarter of 2009;

  -- selling, general and administrative expenses increased
     $15.7 million to $120.4 million in the third quarter of
     2009;

  -- interest expense increased $7.2 million to $56.9 million in
     the third quarter of 2009;

  -- FairPoint recognized non-cash losses of $11.5 million
     related to derivative financial instruments; and

  -- depreciation and amortization expense increased
     $7.8 million to $68.6 million in the third quarter of 2009.

As of October 31, 2009, there was 90,015,551 shares of FairPoint
common stock, par value $0.01 per share, outstanding.

A full-text copy of FairPoint's 2009 Third Quarter Results
on Form 10-Q is available for free at the SEC at:

            http://ResearchArchives.com/t/s?4a7c


        FairPoint Communications, Inc., and Subsidiaries
              Consolidated Unaudited Balance sheets
                    As of September 30, 2009

Assets:
Current Assets
Cash                                              $63,529,000
Restricted Cash                                     2,083,000
Accounts receivable, net                          179,748,000
Materials and Supplies                             30,314,000
Other                                              30,232,000
Deferred income tax, net                           58,276,000
                                                --------------
Total current assets                               364,182,000

Property, plant and equipment, net               1,976,453,000
Intangible assets, net                             217,462,000
Prepaid pension, asset                              10,178,000
Debt issue costs, net                               24,121,000
Restricted cash                                        825,000
Other assets                                        17,533,000
Goodwill                                           595,120,000
                                                --------------
Total Assets                                    $3,205,874,000
                                                ==============

Liabilities and Stockholders' Equity:
Current portion of long term debt               2,505,538,000
Current portion of capital lease obligations        2,097,000
Accounts payable                                  130,775,000
Dividends payable                                           -
Accrued interest payable in cash                   39,740,000
Accrued interest payable in kind                   12,226,000
Interest rate swaps                                74,360,000
Other non-operating accrued liability                       -
Other accrued liabilities                          80,441,000
                                                --------------
Total current liabilities                        2,845,177,000

Long term liabilities:
Capital lease obligations                           6,041,000
Accrued pension obligation                         50,965,000
Employee benefit obligations                      246,637,000
Deferred income taxes                             118,411,000
Unamortized investment tax credits                  4,930,000
Other long-term liabilities                        16,786,000
Long term debt, net of current portion                      -
Interest rate swap agreements                               -
                                               ---------------
Total long-term liabilities                        443,770,000

Stockholders' equity (deficit):
Common stock                                          900,000
Additional paid-in capital                        726,195,000
Retained earnings (deficit)                      (682,217,000)
Accumulated other comprehensive loss             (127,951,000)
                                               ---------------
Total stockholders' equity (deficit)               (83,073,000)
                                               ---------------
Total liabilities and stockholders' equity      $3,205,874,000
                                               ===============

        FairPoint Communications, Inc., and Subsidiaries
         Consolidated Unaudited Statement of Operations
          For the Three Months Ended September 30, 2009

Revenues                                          $268,284,000

Operating Expenses:
Cost of services and sales, excluding
  depreciation and amortization                    128,550,000
Selling general and administrative expense,
  including depreciation and amortization          120,391,000
Depreciation and amortization                      68,570,000
                                               ---------------
Total operating expenses                           317,511,000
                                               ---------------
Income (loss) from Operations                      (49,227,000)
                                               ---------------
Other income (expense):
Interest expense                                  (56,874,000)
Gain (loss) on derivative instruments             (11,536,000)
Gain on early retirement of debt                            -
Other                                                 214,000
                                               ---------------
Total other expense                                (68,196,000)
                                               ---------------
Income (loss) before income taxes                 (117,423,000)
Income tax (expense) benefit                        40,120,000
                                               ---------------
Net Income (Loss)                                 ($77,303,000)
                                               ===============

          FairPoint Communications, Inc., and Subsidiaries
        Consolidated Unaudited Statements of Cash Flows
              Nine months Ended September 30, 2009

Cash flows from operating activities:
Net (loss) income                               ($103,898,000)
                                               ---------------
Adjustments to reconcile net income to net cash
provided by operating activities excluding
impact of acquisitions:
Deferred income taxes                             (59,089,000)
Provision for uncollectible revenue                40,297,000
Depreciation and amortization                     205,066,000
Non-cash interest expense                          31,137,000
SFAS 106 post-retirement accruals                  25,350,000
Gain on derivative instruments                     (8,595,000)
Gain on early retirement of debt,
   excluding cash fees                             (12,477,000)
Other non-cash items                               11,616,000
Changes in assets and liabilities
   arising from operations:
    Accounts receivable                            (44,273,000)
    Prepaid and other assets                         3,243,000
    Accounts payable and accrued liabilities       (49,953,000)
    Accrued interest payable                        20,896,000
    Other assets and liabilities, net               (4,687,000)
                                               ---------------
Total adjustments                                 158,531,000
                                               ---------------
Net cash provided by operating activities          54,633,000

Cash flows from investing activities:
Acquired cash balance, net                                  -
Net capital additions                            (130,658,000)
Net proceeds from sales of investments
   and other assets                                  1,246,000
                                               ---------------
  Net cash used in investing activities           (129,412,000)

Cash flows from financing activities:
Loan origination costs                             (2,153,000)
Proceeds from issuance of long term debt           50,000,000
Repayments of long-term debt                      (20,848,000)
Contributions from Verizon                                  -
Restricted cash                                    65,595,000
Repayment of capital lease obligations             (1,615,000)
Dividends paid to stockholders                    (22,996,000)
                                               ---------------
Net cash provided by financing activities          67,983,000
                                               ---------------
Net increase (decrease) in cash                    (6,796,000)
                                               ---------------
Cash, beginning of period                           70,325,000
                                               ---------------
Cash, end of period                                $63,529,000
                                               ===============

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. Del. Case No. 09-16335).

Rothschild Inc. is acting as financial advisor for the Company;
AlixPartners, LLP as the restructuring advisor; and Paul,
Hastings, Janofsky & Walker LLP is the Company's counsel.  BMC
Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Proposes Settlement With Capgemini
---------------------------------------------------
By this motion, Fairpoint Communications Inc. and its units seek
authority from the United States Bankruptcy Court for the Southern
District of New York to assume certain agreements with Capgemini
U.S. LLC.  The Debtors also seek the Court's permission to enter
into a settlement agreement with Capgemini.

Capgemini was retained by the Debtors to help out in transition
activities needed for their acquisition of Verizon Communications
Inc.'s landline operations in the North New England region in
March 2008.

While Verizon remained responsible for certain critical business
functions of the NNE Operations pending the closing of the
business acquisition, the Debtors needed the assistance of
Capgemini to build the back-office infrastructure necessary to
implement the transition of certain functions from Verizon's
integrated systems to the Debtors' newly created systems or the
"Cutover."  The final Cutover date was January 2009.

However, following the Cutover, the Debtors experienced increased
processing time by customer service representatives for new
orders, increased processing time for customer invoices, and an
inability to execute automated collection treatment efforts.
Those issues negatively impacted customer satisfaction and
resulted in large increases in customer call volumes into the
Debtors' customer-service centers.  The Debtors note that while
many of those issues were anticipated, the magnitude of the
difficulties experienced was beyond their expectations.

Ultimately, the Debtors withheld payment of approximately
$50,000,000 invoiced by Capgemini for the services it rendered.

By July 2009, Capgemini notified the Debtors that it considered
the Debtors to be in breach of the parties' agreement.  Capgemini
further advised the Debtors that absent cure of the alleged
breach, it was entitled to terminate its services to the Debtors
by August 3, 2009.  Following Capgemini's termination notice, the
parties' senior management negotiated in good faith in an attempt
to resolve the pending disputes.  By October 2009, the parties
exhausted the dispute resolution process without success and
Capgemini noted it was prepared to terminate its services.

The Debtors note that in the event Capgemini terminated its
services, they would incur considerable cost to replace Capgemini
with an alternative service provider.  Even if an alternative
provider is, it would take approximately six months to make the
transition to a new service provider, the Debtors point out.  A
transition, the Debtors aver, would likely result in a
significant disruption to the business operations.

Thus, in an effort to further explore a potential resolution of
the parties' dispute, Capgemini agreed to toll its termination of
services to allow for additional negotiations.  Following a brief
tolling period, the Debtors and Capgemini finally agreed that
certain adjustments to their prior business relationship were
required to reach an amiable and economically feasible
resolution.

Accordingly, on October 9, 2009, the Debtors entered into a
Settlement Agreement and Release with Capgemini, which provides
for the assumption of:

  1. an Information Technology Services Agreement effective as
     of January 30, 2009, pursuant to which Capgemini agree to
     continue to provide development and operational support
     functions to the Debtors;

  2. a Master Purchasing Agreement between Capgemini affiliate,
     Capgemini Technologies LLC, and FairPoint Communications,
     dated March 29, 2007; and

  3. a Settlement Agreement that resolves the parties' disputes.

The Debtors believe it is in their best interests to assume the
2009 IT Agreement and the 2007 Purchasing Agreement and
consummate the Settlement Agreement.

The salient terms of the parties' Settlement Agreement are:

  (a) Capgemini will to continue providing its services to the
      Debtors under the 2009 IT Agreement;

  (b) The Debtors will continue to pay Capgemini its ongoing
      fees for services performed in the ordinary course of
      business after October 9, 2009;

  (c) In addition to $15,000,000 the Debtors paid Capgemini upon
      execution of the Settlement Agreement, the Debtors will
      pay an additional $15,000,000 cure amount on December 31,
      2009;

  (d) Capgemini will have an allowed unsecured claim against
      the Debtors for the remaining balance owed under the
      Capgemini Agreements of approximately $19,800,000;

  (e) The Debtors will seek to assume the Capgemini Agreements
      in accordance with Section 365 of the Bankruptcy Code
      within 20 days of the Petition Date and that assumption
      must be granted pursuant to a final order of the Court
      within 65 days of the Petition Date;

  (f) Other than the Cure Amount, no further payment of cure
      to Capgemini will be required in order for the Debtors to
      assume the Capgemini Agreements pursuant to Section 365;

  (g) To the extent the Debtors comply with the material terms
      of the Settlement Agreement and the 2009 IT Agreement, as
      amended and the Debtors' plan of reorganization meets the
      conditions delineated in the Settlement Agreement,
      Capgemini will vote in favor of that plan when solicited
      and not support or vote in favor of any other plan; and

  (h) The Debtors and Capgemini will exchange mutual releases of
      claims or causes of action each party may have against the
      other.

The Court will convene a hearing to consider the Debtors' Motion
on January 13, 2010, at 10:00 a.m.  Objections are due no later
than January 6.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. Del. Case No. 09-16335).

Rothschild Inc. is acting as financial advisor for the Company;
AlixPartners, LLP as the restructuring advisor; and Paul,
Hastings, Janofsky & Walker LLP is the Company's counsel.  BMC
Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FIRST REGIONAL: Receives Nasdaq Non-Compliance Notice
-----------------------------------------------------
First Regional Bancorp reported it was contacted by the Nasdaq
Stock Market, on November 24, 2009, regarding its listing status
under Marketplace Rule 5450(a)(1) because its common stock was
below Nasdaq's minimum bid price of $1.00 per share for 30
consecutive business days.  The notification has no effect on the
listing of the company's common stock at this time.

If, by May 24, 2010, the bid price of the company's shares closes
at $1.00 per share or more for a minimum period of time, as
determined by Nasdaq (usually 10 consecutive business days),
Nasdaq will provide the company written confirmation that the
company's shares will not be delisted.  If the company does not
regain compliance by May 24, 2010, Nasdaq will provide written
notification that the company's shares are subject to delisting.
At that time, the company may appeal Nasdaq's delisting
determination, and may submit a plan for regaining compliance with
the rule (for example, by effecting a reverse stock split).
Alternatively, the company could apply to transfer its common
stock to The Nasdaq Capital Market (formerly the Nasdaq SmallCap
Market) prior to that date if it satisfies all of that market's
initial listing requirements, other than the minimum bid price
requirement.  If the company applies for such transfer and is
approved, then the company would have an additional 180 days to
regain compliance with the minimum bid price rule while listed on
The Nasdaq Capital Market.

First Regional Bancorp is a bank holding company headquartered in
Century City, California.  Its subsidiary, First Regional Bank,
specializes in providing businesses and professionals with the
management expertise of a major bank and the personalized service
of an independent.


FLYING J: To Sell Oil & Gas Production Biz to Citation for $92MM
----------------------------------------------------------------
Daily Bankruptcy Review reports Flying J Inc. is seeking approval
from the U.S. Bankruptcy Court for the District of Delaware to
sell its stake in its oil and gas production business to an
affiliate of Citation Oil & Gas Corp. for $92 million.

On Tuesday, the Troubled Company Reporter said Flying J has agreed
to sell its insurance subsidiary, Flying J Insurance Services, for
an undisclosed sum to The Buckner Co., based in Salt Lake City,
Utah.  According to Paul Beebe at The Salt Lake Tribune, Buckner
will buy Flying J Insurance Services on January 1.

According to Salt Lake Tribune, Flying J in October placed its
crude-oil refinery in North Salt Lake up for sale.  Flying J also
has sold its Longhorn subsidiary, put its refinery in Bakersfield,
California, up for sale, and announced plans to merge its Flying J
truck stops with rival Pilot Travel Centers.

Flying J Insurance and other subsidiaries were not included in the
parent's bankruptcy filing.

The TCR also said Flying J sought and obtained from the Court an
extension of their exclusive periods to file a Chapter 11 plan
until February 28, 2010, and solicit votes on that Plan until
April 28, 2010.

The Debtors said the extension will enable them to finalize a plan
of reorganization.  The extension will also provide the Debtors
and their stakeholders with adequate time to analyze and refine
the treatment of the Debtors' creditor constituencies and develop
a fair and reasonable distribution scheme.

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FOUNTAIN POWERBOAT: Plan Offers 5% to 18% Recovery for Unsecureds
-----------------------------------------------------------------
Beth Rosenberg at Trade Only Today reports that Fountain Powerboat
Industries files a plan of reorganization, wherein holders of
allowed unsecured claims will receive a share of $1 million in
full satisfaction of their claims.

All unsecured claims are expected to recover between 5% and 18%
under the Plan, Ms. Rosenberg notes.  The Plan calls for the
company founder Reggie Fountain to be president of the reorganized
company; Irving Smith as chief financial officer; Carol Price as
secretary treasurer; and William Gates as sole director.

Ms Rosenberg relates that, according to the disclosure statement,
the Plan contemplates that the best opportunities for creditors
lies in:

   * continued operation of the business;

   * modification and restructuring of the existing secured debt;
     and

   * satisfaction of the unsecured claims by means of one cash
     payment from a capital advance funded by the party acquiring
     the new equity interests in the reorganized debtors

According to the Troubled Company Reporter on Nov. 13, 2009, FB
Investment LLC wanted the company's exclusive period to file a
plan terminated, saying that it has a superior plan.  The
exclusive period for management to propose a Plan sets to expire
on Dec. 22, 2009.

Fountain and Liberty Associates, which is working with the
Company's reorganization, objected to FB Investment's termination
request, arguing that it threatens to block the Company's
confirmation of its plan through extensive litigation that will
deplete funds.

Fountain Powerboat Industries filed for Chapter 11 bankruptcy
protection on August 24, 2009 (Bankr. E.D. N.C. Case No. 09-
07132).  The Company's affiliates -- Fountain Powerboats, Inc.,
Fountain Dealers' Factory Superstore, Inc., and Baja by Fountain,
Inc., also filed for bankruptcy.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, assist
Fountain Powerboat in its restructuring efforts.  Fountain
Powerboat listed $3 in assets and $19,619,331 in liabilities.


FOUNTAIN VILLAGE: Beardsley Faces Lawsuit Over Default
------------------------------------------------------
John Beardsley, owner of Fountain Village Development, is facing a
complaint sought by plaintiffs for defaulting on a Juneau airplane
hanger and owes $1.6 million, according to OregonBusiness.

Based in Portland, Oregon, Fountain Village Development filed for
Chapter 11 protection on Nov. 20, 2009 (Bankr. D. Ore. Case No.
09-39718).  Albert N. Kennedy, Esq., and Ava L. Schoen, Esq.,
Tonkon Torp LLP, represent the Debtor.  In its petition, the
Debtor listed assets of between $50 million and $100 million, and
debts of between $50 million and $100 million.


FOURTH QUARTER 118: Has Until December 4 to File Schedules
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended until December 4, 2009, Fourth Quarter Properties 118,
LLC, et. al.'s time to file their schedules, statements, lists and
initial reports to the U.S. Trustee.

Newnan, Georgia-based Fourth Quarter Properties 118, LLC, dba The
Rim, operates a real estate business.  The Company filed for
Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. N.D.
Ga. Case No. 09-13960).  James P. Smith, Esq., at Stone & Baxter,
LLP, assists the Company in its restructuring efforts.  The
Company listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


FOURTH QUARTER XLVII: Has Until December 4 to File Schedules
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended until December 4, 2009, Fourth Quarter Properties XLVII,
LLC's time to file its schedules, statements, lists and initial
reports to the U.S. Trustee.

The Debtor has asked for an extension until December 17.

Fourth Quarter Properties XLVII, LLC, which operates a real estate
business, filed for Chapter 11 bankruptcy protection on November
2, 2009 (Bankr. N.D. Ga. Case No 09-13959).  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


FREEDOM COMMUNICATIONS: Appeals Denial of Houlihan Lokey Fixed Fee
------------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Freedom
Communications Inc. is appealing a ruling by the bankruptcy judge
who insisted on the right to determine how much compensation will
be paid to Houlihan Lokey Howard & Zukin Capital Inc., the
company's investment banker and financial adviser.

Under the proposal Freedom presented for approval to U.S.
Bankruptcy Judge Brendan L. Shannon, Houlihan Lokey was to be paid
a fixed fee of $200,000 a month plus $6 million when Freedom
completes a recapitalization or restructuring of the existing
credit facility.

The Bloomberg reports that Judge Shannon, while allowing Houlihan
Lokey to work for Freedom, insisted on the right to determine how
much the investment banker should be paid considering a range of
factors, including the value of the services to the Company.
Houlihan Lokey will receive the $200,000 monthly fee, and the
transaction fee was reduced to $5 million.  Unless Freedom wins
the appeal, the bankruptcy judge can decide if the fees are
reasonable when the case is finished, Mr. Rochelle says.

According to the report, Freedom contends the bankruptcy judge
made a mistake by not approving the fixed fees.

The Official Committee of Unsecured Creditors had opposed the
fixed fees when it was presented for approval with the Bankruptcy
Court.  The firm's $7.2 million are "grossly excessive" for what
amounts to a "straightforward . . . debt-for-equity plan," the
creditors committee argued.  The creditors committee also pointed
out that Houlihan Lokey has a conflict of interest in the case,
since its $6 million transaction fee will come before the claims
of unsecured creditors.

                        The Chapter 11 Plan

Pre-bankruptcy, Freedom Communications reached agreement with its
lenders on a restructuring of the Company's debt under Chapter 11.
Pursuant to the plan support agreement, lenders owed $771 million
will receive $325 million in two secured term loans plus 100% of
the stock, subject to dilution.  Unsecured creditors would split
$5 million in cash if they don't object to the plan, and nothing
if they object.   Suppliers who continue to provide goods and
services will receive full payment for their prepetition claims.
Existing stockholders would get 2% of the new stock, along with
warrants for 10%, if they don't object to the plan.  The Plan
Support Agreement will be terminated by the lenders if the Debtors
do not obtain confirmation of the Plan within five months.
Deadline to consummate the Plan is 11 months after the Petition
Date.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than
3 million households across the country.  The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


FREEDOM COMMUNICATIONS: Sets to Sell Tribune to Thirteenth Street
-----------------------------------------------------------------
Freedom Communications said it is ironing out the sale of the
operating assets and liabilities of East Valley Tribune to
Thirteenth Street Media of Boulder, Colorado, according to
eatvalleytribune.com.  Randy Miller, president of Thirteenth
Street, expects to retain a substantial number of East Valley
Tribune employees, source says.  The transaction was facilitated
by Dirks Van Essen & Murray.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than
3 million households across the country.  The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


GENERAL MOTORS: Labor Chief Klaus Franz Says Opel Unacceptable
--------------------------------------------------------------
Daily Bankruptcy Review reports the labor chief of General Motors
Co.'s European division Klaus Franz said Wednesday that the parent
company's plan to restructure its Opel and Vauxhall brands isn't
acceptable.

As reported by the Troubled Company Reporter-Europe on Nov. 19,
2009, the Financial Times said GM planned to cut capacity by 20%
to 25% and headcount by 9,000 to 10,000 at its European brands
Opel and Vauxhall.  The FT disclosed Mr. Reilly said the carmaker
hoped to have agreement in principle on loans or guarantees from
governments where it has plants within three weeks, and a
restructuring plan implemented by the end of this year.  GM,
however, denied it would engage in a "bidding war" over jobs with
European governments from which it is seeking aid, the FT noted.
Mr. Reilly, as cited by the FT, said Opel had about US$2.5 billion
of liquidity on hand, enough to last "well into the first quarter
of next year".

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: Saab Union Dismayed on Koenigsegg Deal Collapse
---------------------------------------------------------------
Daily Bankruptcy Review reports that union leaders at Saab
Automobiles AB expressed frustration Wednesday at the collapse of
talks between Koenigsegg Group AB and General Motors Co. to sell
the Swedish auto maker.  DBR says the union, however, remained
optimistic that a favorable outcome could be found.

The Wall Street Journal reported Koenigsegg Group AB said Tuesday
it was backing out of the deal to acquire General Motors Co.'s
Saab brand, citing a series of costly delays in closing its
planned purchase.  The Journal's John D. Stoll said the agreement
with Koenigsegg, a Swedish maker of exotic cars, had won financial
backing from the Swedish government, but in the end, taking on
Saab proved to be too costly for a boutique car maker with no
high-volume manufacturing experience.

The New York Times reported that GM said Tuesday its board planned
to determine next week what to do with Saab.  Closing the brand,
as GM initially planned to do if it could not find a buyer, is a
strong possibility, two people with direct knowledge of the
company's plans said, according to NY Times.  The people spoke on
condition of anonymity because the board had not made its
decision.

NY Times said other options for GM are to seek another buyer or
keep Saab, though both those steps are considered less likely.  NY
Times notes that when Penske Automotive terminated its deal to buy
Saturn in September, GM immediately announced that the brand and
its dealerships would close.

The Journal reported officials of the Swedish government,
currently the only source of financing for a Saab restructuring,
said the future of the operation and its 4,000 workers hinges on
another buyer surfacing.  In an interview Tuesday, Saab Managing
Director Jan-Ake Jonsson said it is "premature" to speculate on
the company's fate, Mr. Stoll relates.

"Mr. Jonsson said he was informed of Koenigsegg's decision late
Monday. Because he had been dealing exclusively with Koenigsegg
and its partner, China's Beijing Automotive Industry Holding Co.,
for the past several months, he said it is impossible to gauge
whether there remains an appetite among other investors for Saab,"
according to Mr. Stoll.

According to the Journal, many industry observers say the
emergence of another buyer for Saab is unlikely amid the car
business' historic downturn.

Mr. Stoll said the surprise collapse of the Saab deal means GM and
its newly formed board of directors are faced with yet another
tough decision on the company's global product portfolio.  In
recent months, the board approved, then ultimately reversed, Chief
Executive Frederick "Fritz" Henderson's plan to sell majority
control of GM's Germany-based Opel unit.  As part of its
downsizing, GM also is phasing out its Pontiac brand, the Journal
notes.

"If GM chooses to keep Saab, it may have to find a way to replace
at least part of the EUR400 million ($598 million) loan from the
European Investment Bank that the Swedish government guaranteed to
Saab.  Under its terms, Saab needs to find a private investor to
take it over," according to Mr. Stoll.

According to the Journal, with projected sales of fewer than
50,000 vehicles globally this year, Saab represents less than 1%
of GM's total sales.  Revamping its aging vehicle lineup and
retooling its plants could consume billions of dollars.

NY Times said GM paid $600 million for half of Saab in 1990 and
$125 million for the rest in 2000.  Terms of the deal with
Koenigsegg have not been revealed, but it was contingent on
$600 million of financing from the European Investment Bank and
Swedish government guarantees, NY Times says.

GM, the Journal recalled, purchased half of Saab about 20 years
ago for $500 million, and picked up the other half a decade later
for under $200 million.  GM has said Saab recorded only one year
of black ink during that period.

According to NY Times, analysts believe closing Saab would cost GM
considerably less than it is spending to shut down Saturn, and
failing to sell Saab is not expected to affect GM's post-
bankruptcy recovery.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENMAR HOLDINGS: Wood Can Use Cash Collateral Until January 15
--------------------------------------------------------------
The Hon. Dennis O'Brien of the U.S. Bankruptcy Court for the
District of Minnesota authorized Wood Manufacturing Company, Inc.,
a debtor-affiliate of Genmar Holdings, Inc.:

   -- to use cash, including cash collateral, that is subject
      to the liens of the secured lenders, Textron Financial
      Corporation, and other parties, until Jan. 20, 2010; and

   -- grant adequate protection to Textron and secured lenders.

Upon the agreement of Textron and secured party lenders, the
Debtors are authorized to use cash collateral until Feb. 15, 2010,
without further order of the Court.

The Debtors related that their primary financing was through a
credit facility with Wells Fargo, N.A., and Fifth Third Bank, with
obligations totaling $70,800,000 plus accrued costs as of June 1,
2009.  The Debtors added that the financing sources previously
available to them and their dealers became more restrictive and,
in some cases, unavailable.  The Debtors have concluded that
financing will only be available through the debtor-in-possession
loan process, and sought relief through Chapter 11.

Wood entered into a receivables financing agreement dated Dec. 17,
2008, with Textron as the lender.  As of Sept. 30, 2009, the face
value of the scheduled receivables totaled $1,785,996.  As of
Sept. 30, 2009, the outstanding amount of Wood's obligations to
Textron was $5,088,118.  Of that amount, $2,748,753 represented
Textron Financial Collateral.  The remaining $2,339365 represented
unscheduled receivables.

As adequate protection for the use of cash collateral, Wood will
grant replacement liens to Textron, or any other entity with a
security interest in specific receivables.

Wood will use the cash collateral to fund its operations.

                   About Genmar Holdings, Inc.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
is the world's second-largest manufacturer of fiberglass
powerboats.  It generated $460 million in annual revenue making
boats using brand names including Carver, Four Winns, Glastron,
Larson, and Wellcraft.

Genmar and an affiliate filed for Chapter 11 bankruptcy protection
on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537).
James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson &
Byron, PA, assist the Debtors in their restructuring efforts.
Carver Italia listed $10 million to $50 million in assets and
$100 million to $500 million in debts.

Manchester Companies, Inc., was named Chief Restructuring Officer
of Genmar and approved by the Bankruptcy Court in June and has
been managing the company's restructuring process since then.


GLASSLINE PARTNERSHIP: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Glassline Partnership Ltd. filed with the U.S. Bankruptcy Court
for the Southern District of Texas its schedules of assets and
liabilities disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $18,000,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,390,607
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,004,825
                                 -----------      -----------
        TOTAL                    $18,000,000      $11,395,432

Houston, Texas-based Glassline Partnership Ltd. filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. S.D. Tex.
Case No. 09-38397).  Matthew Hoffman, Esq., at Law Offices of
Matthew Hoffman, p.c., assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


GLOBAL ENERGY: To Liquidate Non-Core Assets in Bankruptcy
---------------------------------------------------------
Global Energy Holdings Group Inc. filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Court for the District of
Delaware to protect its assets and restructure, and liquidate non-
core assets of its business.

Affiliates included in the filing are Augusta Biofuels LLC, GES-
Live Oak Hickory Ridge LLC, Spring Hope Biofuels LLC and Xethanol
Biofuels LLC, according to TradingMarkets.com

The Associated Press says the Company has $28 million in assets
and $3.7 million in liabilities.

J. Scott Trubey, staff writer at Atlanta Business Chronicle,
relates recession and fallout of high corn prices on the ethanol
industry affected the company.

                       About Global Energy

Global Energy Holdings Group, Inc. -- 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: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Global Energy Holdings Group, Inc.
          fdba Xethanol Corporation
        3348 Peachtree Road NE, Suite 250
        Atlanta, GA 30326

Case No.: 09-14192

Chapter 11 Petition Date: November 25, 2009

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

Judge:?Peter J. Walsh

Debtor's Counsel: Charles J. Brown, Esq.
                  Archer & Greiner, P.C.
                  300 Delaware Avenue, Suite 1370
                  Wilmington, DE 19801
                  Tel: (302) 777-4350
                  Fax: (302) 777-4352
                  Email: cbrown@archerlaw.com

Total assets: $10.30 million as of Sept. 30, 2009

Total debts: $5.27 million as of Sept. 30, 2009.

The petition was signed by Jimmy L. Bobo, the company's chief
executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Frazier & Deeter LLC                              $140,000

Gary Klein                                        $60,204

Geoplasma, LLC                                    $10,000,000
c/o Richard L. Robbins
999 Peachtree Street, NE
Suite 1120
Atlanta, GA 30309-3996

Georecoverlive Oak, LLC                           $10,000,000
c/o Richard L. Robbins
999 Peachtree Street, NE
Suite 1120
Atlanta, GA 30309-3996

Global Energy and Management, LLC                 $250,000
c/o Robert A. Vort, LLC
2 University Plaza
Hackensack, NJ 07601

Greenberg Traurig LLP                             $96,752

Imowitz Koenig & Co. LLP                          $159,229

Jacoby Energy Development,                        $10,000,000
Inc.
c/o David Roland Hughes
2300 Marquis Two Tower
285 Peachtree Street, NE
Atlanta, GA 30303

Kathy Robb                                        $56,967

MACTEC Engineering &                              $92,009
Consulting

Nelson Mullins Riley &                            $335,062
Scarborough
999 Peachtree Street NE
14th Floor
Atlanta, GA 30309-3964

Paduano & Weintraub LLP                           $214,616

Randal White                                      $57,976

Randall D. Quintrell P.C.                         $225,000

Shiboleth LLP                                     $81,621

Sutherland Asbill & Brennan                       $33,988
LLP

The Legacy Group                                  $56,250

Transwestern Tower Place                          $134,787
200 LLC

Weinberg, Wheeler                                 $185,833

William Haynes                                    $55,232


GOLDEN EAGLE: Posts $619,000 Net Loss for September 30 Quarter
--------------------------------------------------------------
Golden Eagle International, Inc., reported a net loss of $619,470
for the three months ended September 30, 2009, from a net loss of
$381,562 for the year ago period.  Golden Eagle reported a net
loss of $1,568,808 for the nine months ended September 30, 2009,
from a net loss of $1,096,108 for the year ago period.

Golden Eagle said revenues were $5,494 for the three months ended
September 30, 2009, from $55,518 for the year ago period.  Golden
Eagle reported revenues of $4,179,260 for the nine months ended
September 30, 2009, from $55,518 for the year ago period.

At September 30, 2009, the Company had total assets of $7,204,602
against $2,971,043 in total liabilities.

                           Going Concern

"Our auditors issued a going concern opinion on our audited
financial statements for the fiscal year ended December 31, 2008
as we had a significant working capital deficit and we had
substantial losses since our inception.  These and other matters
raise substantial doubt about our ability to continue as a going
concern.  Due to our working capital deficit of ($1,187,790) at
September 30, 2009 and ($1,117,600) at December 31, 2008, we are
unable to satisfy our current cash requirements for any
substantial period of time through our existing capital.  We
anticipate total operating expenditures of approximately
$1,000,000 as well as contractual commitments of approximately
$2,800,000, pending adequate financing over the next twelve months
for general and administrative expenses.  If we do not raise
adequate financing to meet our obligations, we may not be able to
continue as a going concern," Golden Eagle said.

"Our cash balance of $5,127 as September 30, 2009, is insufficient
to meet these planned expenses. In order to continue to pay our
expenses, we hope to generate revenue from our contract to operate
the Jerritt Canyon mill and may seek to raise additional cash by
means of debt and/or equity financings.  We have substantial
commitments . . . that are subject to risks of default and
forfeiture of property and mining rights," Golden Eagle said.

The Company noted if it is unable to meet its obligations, or
negotiate satisfactory arrangements, it may have to liquidate its
business and undertake any or all these steps:

     -- Significantly reduce, eliminate or curtail business
        operating activities to reduce operating costs;

     -- Sell, assign or otherwise dispose of assets, if any,
        to raise cash or to settle claims by creditors;

     -- Pay liabilities in order of priority, if the Company has
        available cash to pay such liabilities;

     -- If any cash remains after the Company satisfies amounts
        due to creditors, distribute any remaining cash to
        shareholders in an amount equal to the net market value of
        the Company's net assets;

     -- File a Certificate of Dissolution with the State of
        Colorado to dissolve the corporation and close the
        business;

     -- Make the appropriate filings with the Securities and
        Exchange Commission so that the Company will no longer be
        required to file periodic and other required reports with
        the Securities and Exchange Commission; and

     -- Make the appropriate filings with FINRA to affect a
        de-listing of the Company's stock.

                      Bankruptcy Warning

"If we have any liabilities that we are unable to satisfy and we
qualify for protection under the U.S. Bankruptcy Code, we may
voluntarily file for reorganization under Chapter 11 or
liquidation under Chapter 7.  Our creditors may also file a
Chapter 7 bankruptcy petition. If our creditors or we file for
Chapter 7 or Chapter 11 bankruptcy, our creditors will take
priority over our stockholders.  If we fail to file for bankruptcy
under Chapter 7 or Chapter 11 and we have creditors, such
creditors may institute proceedings against us seeking forfeiture
of our assets, if any.  At the date of this filing, we have not
contemplated seeking any protection in bankruptcy and have always
been able to resolve our pending liabilities satisfactorily.
However, we cannot guarantee that this will always be the case in
the future," the Company said.

"We do not know and cannot determine which, if any, of these
actions we will be forced to take.  If any of these foregoing
events occur, investors could lose their entire investment in our
shares," it 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?4a84

The Form 10-Q was filed on November 23, one week after the Company
said it would delay the filing of the report.  The Company had
said the Form 10-Q could not be filed without unreasonable effort
or expense due to compliance standards required of both the U.S.
parent company, as well as its wholly owned Bolivian subsidiary,
by recent legislation.

                        About Golden Eagle

Headquartered in Salt Lake City, Utah, Golden Eagle International,
Inc., (OTCBB: MYNG) is engaged in contract gold milling operations
in the state of Nevada in the United States.  It has also been
involved in the business of minerals exploration, mining and
milling operations in Bolivia through its Bolivian-based wholly
owned subsidiary, Golden Eagle International, Inc. (Bolivia);
however it is engaged in no operations in Bolivia at this time as
certain of those operations are suspended pending changes in the
social/political and mine taxing environments in Bolivia while the
Company has terminated its interest in other Bolivian projects.
The Company has entered into an agreement with Queenstake
Resources USA, Inc., a wholly owned subsidiary of Yukon-Nevada
Gold Corp., to operate the Jerritt Canyon gold mill located 50
miles north of Elko, Nevada.


GRAHAM PACKAGING: Closes $253.3MM Offering of 8-1/4% Senior Notes
-----------------------------------------------------------------
Graham Packaging Holdings Company on November 24, 2009, said its
wholly owned subsidiary, Graham Packaging Company, L.P., completed
its offering of $253,378,000 aggregate principal amount of 8-1/4%
senior notes due 2017.

Graham Packaging used the net proceeds from the offering, along
with cash on hand, to fully discharge its obligations with respect
to its $250 million aggregate principal amount of existing 8.5%
senior unsecured notes due 2012.  The redemption is expected to be
completed on December 24, 2009.

The 8-1/4% Notes were co-issued with Graham Packaging Company,
L.P.'s subsidiary, GPC Capital Corp. I, and guaranteed by Graham
Packaging and certain domestic subsidiaries of Graham Packaging
Company, L.P.

The Company announced the Notes offering on November 18, saying
its Graham Packaging Co. unit would offer $250 million of the
Notes.

The 8-1/4% Notes mature on January 1, 2017.  The Notes were issued
pursuant to an indenture, dated November 24, 2009, with The Bank
of New York Mellon, as trustee.

Interest on the 8-1/4% Notes will be payable in cash on January 1
and July 1 of each year, commencing on July 1, 2010.

The Notes were offered only to qualified institutional buyers
under Rule 144A of the Securities Act of 1933, as amended, and to
non-U.S. persons in transactions outside the United States under
Regulation S of the Securities Act. The Notes have not been
registered under the Securities Act, and, unless so registered,
may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and other applicable securities laws.

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is a worldwide leader in the
design, manufacture and sale of value-added, custom blow molded
plastic containers for the branded food and beverage, household,
personal care/specialty and automotive lubricants product
categories.  As of September 30, 2009, the Company operated a
network of 84 manufacturing facilities throughout North America,
Europe and South America.

Graham Packaging's consolidated balance sheets at September 30,
2009, showed $2.067 billion in total assets and $2.937 billion in
total liabilities, resulting in a $869.6 million partners'
deficit.


GREEKTOWN HOLDINGS: Noteholders Amend Alternative Plan
------------------------------------------------------
An ad hoc group of prepetition secured lenders whose members are
the holders of a majority of the beneficial interests in
outstanding debt under the Debtors' Prepetition Credit Agreement,
asked Judge Shapero to adjourn the confirmation hearing on the
Debtors' Plan to allow parties-in-interest an opportunity to
review the alternative Chapter 11 Plan submitted by MFC Global
Investment Management (U.S.) LLC and certain other noteholders.

Representing the Ad Hoc Lender Group, C. David Bargamian, Esq.,
at Barris Sott Denn & Driker PLLC, in Detroit, Michigan, notes
that the Noteholder Plan Proponents were able to get the support
of the Ad Hoc Lender Group and the Official Committee of
Unsecured Creditors for their Alternative Chapter 11 Plan.  He
tells the Court that after extensive negotiations, the Noteholder
Plan Proponents and the Ad Hoc Lender Group agreed on Nov. 13,
2009, to various modifications to the Noteholder Plan, which
enabled the Ad Hoc Lender Group to add their support for the
Alternative Plan.

The modifications are described more fully in a letter agreement
between the Noteholder Plan Proponents and the Ad Hoc Lender
Group.  Among other things, the Letter Agreement provides that:

  * The Ad Hoc Lender Group will support the Noteholder Plan,
    subject to the Noteholder Plan Proponents meeting certain
    enumerated "milestone" dates for confirmation and emergence;

  * The Noteholder Plan Proponents will not object or interfere
    with the Debtors' Plan if a "Milestone Failure Event"
    occurs.  A "Milestone Failure Event" is defined in the
    Letter Agreement as (i) the failure of the Noteholder Plan
    to be confirmed on or prior to January 31, 2010 or, in the
    event a third party files a competing plan of
    reorganization, March 31, 2010, or (ii) the failure of the
    effective date of the Noteholder Plan to occur by June 30,
    2010;

  * The Noteholder Plan Proponents and the Ad Hoc Lender Group
    will provide the Debtors with replacement debtor-in-
    possession financing of up to $200,000,000, to refinance the
    Debtors' current debtor-in-possession credit agreement while
    the Noteholder Plan Proponents solicit votes for their
    Chapter 11 plan; and

  * To ensure adequate liquidity for the Debtors post-emergence,
    the Ad Hoc Lender Group will commit to purchase $185 million
    of the senior secured notes to be issued under the
    Noteholder Plan on the terms set forth in the Letter
    Agreement and the Noteholder Plan Proponents will commit to
    purchase $200 million of senior secured notes on the same
    terms.

Mr. Bargamian asserts that the Noteholder Plan, as will be
amended to reflect the agreements set forth under the Noteholder-
Ad Hoc Lender Group Letter Agreement, represents a markedly
better alternative for the Debtors and their creditors than the
Debtors proceeding with confirmation alone.

"At the very least, this deal ensures that the Debtors can emerge
from chapter 11 in the near term without the time and expense of
protracted litigation with the bondholders," Mr. Bargamian points
out.

For these reasons, the Ad Hoc Lender Group asserts that the
Noteholder Plan should be permitted to proceed to confirmation
before the Court takes up confirmation of the Debtors' Plan.  The
Ad Hoc Lender Group thus asks the Court to adjourn the
confirmation of the Debtors' Plan until January 31, 2010, or
March 31, 2010, if a third party files a competing plan.

"Proceeding with a contested confirmation fight on the Debtors'
Plan at this time is unnecessary and would be extraordinarily
wasteful in light of the fact that the Debtors' key creditor
constituencies all support the Noteholder Plan," Mr. Bargamian
contends.

                Debtors Also Support Noteholder Plan

Charles M. Moore of Conway MacKenzie Inc., a turnaround expert
employed by the Debtors, disclosed in an interview with The
Detroit Free Press that Greektown Casino "is very supportive of
[the Noteholder] plan."

In the same Detroit Free Press interview, Mr. Moore said that "it
has been a very lengthy negotiating process, but it is being
done."  He added that "all parties are aiming toward the same
goal, which is to speed the casino's exit from bankruptcy."

Greektown Casino apparently has changed its position on the
Noteholder Plan.  The Company said in early November that it
believed the Noteholder Plan is an effort to delay the
confirmation hearing.

Representing the Noteholders, Allan Brilliant, Esq., at Goodwin
Proctor LLP, in New York, related in a Bloomberg News interview
that all major parties support the Noteholder Plan because "the
reality is it's a higher and better offer."

                Parties Agree on Plan Hearing Dates,
                      Noteholder Modify Plan

In a Court-approved stipulation, the Debtors, Merrill Lynch
Capital Corporation, as administrative agent for the Prepetition
Lenders, the DIP Lenders, the Official Committee of Unsecured
Creditors, the Noteholder Plan Proponents, Deutsche Bank Trust
Company Americas, as Indenture Trustee, and the Ad Hoc Lender
Group agreed that:

  (a) the hearing to consider the Noteholder Disclosure
      Statement will be on December 4, 2009, and the hearing to
      consider confirmation of the Noteholder Plan will be on
      January 12, 2010;

  (b) the confirmation hearing on the Debtors' Plan will be
      adjourned to a date to be determined by the Court at a
      hearing which may be held on an expedited basis, which
      will take place after a "Milestone Failure Event";

  (c) the Noteholders will modify the Noteholder Plan and
      Disclosure Statement to provide:

      -- an increase in recovery to non-noteholder unsecured
         creditors to $10 million in a manner acceptable to the
         Committee;

      -- payment of reasonable indenture trustee fees and
         expenses;

      -- resolution of avoidance action treatment as agreed
         with the Indenture Trustee and the Committee;

      -- releases and exculpation on the same terms as
         exculpation and releases granted to the Committee, the
         Indenture Trustee, and the Noteholders for:

          (1) all current and former officers and members of the
              board of directors or board of managers, as
              applicable, of each of the Debtors;

          (2) all current and former employees of each of the
              Debtors, in each case in their capacities, and

          (3) members of any committee of the board of directors
              or managers, as applicable, of each of the
              Debtors, and their heirs, personal
              representatives, guardians, custodians and
              personal administrators;

          (4) the DIP Agent;

          (5) the Prepetition Lenders; and

          (6) the DIP Lenders,

         provided that the parties that are excluded from the
         definition of "Released Parties" will not be exculpated
         and released; and

      -- for modifications, if any, that are needed to confirm
         the Noteholder Plan pursuant to the terms of the
         Noteholder-Ad Hoc Lenders Group Letter Agreement.

In a separate order, the Court directed the Noteholder Plan
Proponents to file their Modified Plan by November 20, 2009.

Accordingly, the Noteholder Plan Proponents submitted an Amended
Noteholder Plan and Noteholder Disclosure Statement as scheduled
on November 20.  The Amended Noteholder Plan calls for a
$200 million equity offering, the issuance of as much as
$400 million of new secured notes, and a higher recovery for
general unsecured creditors, according to Bloomberg News.

The Amended Noteholder Plan contemplates the execution of these
transactions:

  (1) Greektown Holdings LLC, Greektown Casino LLC, Contract
      Builders Corporation, and Realty Equity Company, Inc. will
      continue to exist as Reorganized Holdings, Reorganized
      Casino, Reorganized Builders, and Reorganized Realty.
      Each entity will retain all of the assets held by the
      predecessor entity as of the date of Confirmation.

  (2) A new holding company classified as a corporation for U.S.
      federal income tax purposes will be formed, which will
      hold, either solely or together with a newly formed
      subsidiary 100% of the equity interests in Reorganized
      Holdings;

  (3) With the exception of certain causes of action, all assets
      of each of the Non-reorganizing Debtors will be
      transferred to Reorganized Casino, free and clear of all
      claims and encumbrances, and as soon thereafter as
      practicable, each of the Non-reorganizing Debtors will be
      dissolved.  The Non-reorganizing Debtors' Causes of Action
      will be transferred to and vest in Reorganized Holdings.

  (4) Except as otherwise provided, all agreements, instruments,
      and other documents evidencing any equity interest in
      Holdings, or in any of the Non-reorganizing Debtors, and
      any right of any Holder, including any related Claim, will
      be deemed cancelled, discharged, and of no force or
      effect.

  (5) The Holders of DIP Facility Claims will be paid in Cash in
      full satisfaction of their allowed claims from the
      proceeds of the Rights Offering and Exit Facility.

  (6) The Holders of Prepetition Credit Agreement Claims will be
      paid in Cash in full satisfaction of their Allowed Claims
      from the proceeds of the Rights Offering and the Exit
      Facility.

  (7) A new company will issue 140,000 shares of New Common
      Stock to be distributed to the Bondholders on a pro rata
      basis.

  (8) Holders of Bond Claims will be allowed to subscribe to the
      Rights Offering on a pro rata basis and purchase Rights
      Offering Securities of Newco as provided for in the
      Amended Noteholder Plan.  The "Put Parties" will purchase
      any Rights Offering Securities not purchased and certain
      Put Parties will purchase an additional 150,000 Rights
      Offering Securities so that Reorganized Greektown will
      realize a $200 million equity infusion.  The Put Parties
      will receive certain fees in exchange for their
      commitment.

  (9) Holders of Allowed Claims in the General Unsecured Classes
      will receive their pro rata portion of $10,000,000 in Cash
      plus a share of the Litigation Trust Interests.

(10) Reorganized Greektown will obtain an exit financing,
      including a $30 million revolving line of credit,
      approximately $385 million of New Senior Secured Notes, or
      any other credit facility, subject to certain limitations
      and approval by the Noteholder Plan Proponents and, to the
      extent required under the terms of a Letter Agreement.

(11) Monroe Partners, L.L.C., and Kewadin Greektown Casino,
      L.L.C., will not be reorganized, and will remain
      in Chapter 11 until (i) they confirm their own plans of
      reorganization, or (ii) their Chapter 11 cases are
      dismissed or converted to Chapter 7 cases pursuant to
      Section 1112 of the Bankruptcy Code.

      Treatment of Claims under Amended Noteholder Plan

The Amended Noteholder Plan divides all Claims and Interests,
except Administrative Claims, Priority Tax Claims, and other
Priority Claims, into various Classes.  The recovery ranges under
each Class are based on various assumptions, including
assumptions about the total amount of Allowed General Unsecured
Claims and assumptions concerning Reorganized Greektown's value.

All Allowed Administrative Claims will be paid cash equal to the
unpaid portion of the Allowed Administrative Claim or payment
pursuant to an agreement with the Debtors.  Priority Tax Claims
will be paid in cash in the aggregate amount of the Claim plus
simple interest at the rate required by applicable law on any
outstanding balance from the Petition Date, or at a lesser rate
as is set by the Bankruptcy Court or agreed to by the Holder of
an Allowed Priority Tax Claim; or will be treated as is agreed to
by the Holder of an Allowed Priority Tax Claim and the Debtors.

The rest of the claims are classified into 27 classes:

  Class 1:  Prepetition Lenders' Claims Against Holdings
  Class 2:  Other Allowed Secured Claims Against Holdings
  Class 3:  Bond Claims Against Holdings
  Class 4:  General Unsecured Claims Against Holdings
  Class 5:  Intercompany Claims Against Holdings
  Class 6:  Interests in Holdings
  Class 7:  Prepetition Lenders' Claims Against Casino
  Class 8:  Other Allowed Secured Claims Against Casino
  Class 9:  General Unsecured Claims Against Casino
  Class 10: Intercompany Claims Against Casino
  Class 11: Prepetition Lenders' Claims Against Holdings II
  Class 12: Other Allowed Secured Claims Against Holdings II
  Class 13: Bond Claims against Holdings II
  Class 14: General Unsecured Claims Against Holdings II
  Class 15: Intercompany Claims against Holdings II
  Class 16: Prepetition Lenders' Claims Against Builders
  Class 17: Other Allowed Secured Claims Against Builders or
            Builders Property
  Class 18: General Unsecured Claims Against Builders
  Class 19: Intercompany Claims Against Builders
  Class 20: Prepetition Lenders' Claims Against Realty
  Class 21: Other Allowed Secured Claims Against Realty or the
            Realty Property
  Class 22: General Unsecured Claims Against Realty
  Class 23: Intercompany Claims Against Realty
  Class 24: Prepetition Lenders' Claims Against Trappers
  Class 25: Other Allowed Secured Claims Against Trappers or
            Trappers Property
  Class 26: General Unsecured Claims Against Trappers
  Class 27: Intercompany Claims Against Trappers

Claims in Classes 1, 2, 7, 8, 11, 12, 16, 17, 20, 21, 24, and 25
are expected to receive a 100% recovery under the Amended
Noteholder Plan.  The claims under these Classes will be fully
paid in cash.

Claims in Classes 4, 5, 9, 10, 14, 15, 18, 19, 22, 23, 26, and 27
are expected have a 10% to 30% recovery.  The claims under these
Classes will either be paid by a distribution of cash from the
"Unsecured Distribution Fund" or an interest-free note from the
"Obligor Debtor" in a principal amount equal to a percentage of
the total amount if the claim is an intercompany claim.

Claims in Classes 3 and 13 expect are expected to have a 4.7% to
10% recovery.  The recovery estimation does not include any value
attributable to the right to participate in the Rights Offering
or any proceeds from the Litigation Trust.  The recovery will
come in the form of the claim holders' pro rata share of 140,000
shares of New Common Stock from the Debtors; a share of the
Holdings Litigation Trust Interest equal to the proportion that
the Holder's Allowed Bond Claim bears to the aggregate amount of
all Allowed Bond Claims and all Allowed General Unsecured Claims
in Class 4; and the right to participate in the Rights Offering
and purchase the Holder's Pro Rata share of Rights Offering
Securities as provided under the Amended Noteholder Plan.

Claims under Class 6 will not receive any distribution.

Claim Holders in Classes 1, 2, 7, 8, 11, 12, 16, 17, 20, 21, 24
and 25 are Unimpaired under the Plan and are deemed to accept the
Plan.  Claim and Interest Holders in Classes 5, 6, 10, 15, 19, 23
and 27 are wholly impaired and are deemed to reject the Plan.

Accordingly, Claim and Interest Holders in Classes 1, 2, 5, 6, 7,
8, 10, 11, 12, 16, 17, 19, 20, 21, 23, 24, 25 and 27 are not
entitled to vote on the Plan, and their votes will not be
solicited.  Only Claim Holders in Classes 3, 4, 9, 13, 14, 18, 22
and 26 may vote to accept or reject the Plan.

               Liquidation and Valuation Analyses
                 under Amended Noteholder Plan

The Noteholder Plan Proponents believe that the Amended
Noteholder Plan will produce a greater recovery for Allowed Claim
and Interest Holders than that which would be achieved in a
liquidation under Chapter 7 of the Bankruptcy Code because of,
among other things:

  (1) the additional Administrative Claims generated by
      conversion to Chapter 7 cases;

  (2) the administrative costs of liquidation and associated
      delays in connection with Chapter 7 liquidations;

  (3) the negative impact on the market for the Debtors' assets
      resulting from attempts to sell the assets in a short time
      frame; and

  (4) regulatory concerns and impairment of value in connection
      with Chapter 7 liquidations, each of which likely would
      diminish the overall value of the Debtors' assets
      available for distributions.

The Noteholder Plan Proponents believe that the Debtors' prior
valuation analysis and financial projections underestimate the
value of Reorganized Greektown.

The Noteholder Plan Proponents thus solicited the assistance of
Charles S. Edelman LLC for the preparation of their own Valuation
Analysis.  The Noteholder Valuation Analysis is premised on the
financial projections of the Debtors and the Creditors
Committee's financial advisor, XRoads Solutions Group LLC; and is
based on data and information as of October 16, 2009.

The Noteholder Valuation Analysis indicates that the estimated
reorganization value of Reorganized Greektown is within:

  -- a hypothetical range of $626.7 million to $696.2 million
     with a mid-point estimate of $662.7 million, when utilizing
     the Debtors' Financial Projections; and

  -- a hypothetical range of $677.6 million to $754.1 million
     with a mid-point estimate of $715.6 million, when
     utilizing XRoads' Financial Projections.

Copies of the Amended Noteholder Plan and Disclosure Statement
are available for free at:

          http://bankrupt.com/misc/GrktnAmNotPlan.pdf
           http://bankrupt.com/misc/GrktnAmNotDS.pdf

Objections to the Amended Noteholder Plan and Disclosure
Statement are due no later than December 1, 2009.

                       Proposed Plan Schedule

In light of the Alternative Plan filed with the Court, the
Noteholder Plan Proponents ask the Court to approve the adequacy
of the Disclosure Statement accompanying their proposed Chapter
11 Plan.

The Noteholder Plan Proponents also ask the Court to:

  (1) fix December 1, 2009, as the record date to determine
      which creditors are entitled to receive a solicitation
      package;

  (2) approve the notice of the hearing and objection procedures
      in respect of confirmation of the Amended Noteholder Plan,
      and set January 12, 2010, as the date for the hearing on
      confirmation of the Amended Noteholder Plan;

  (3) approve the Noteholder Solicitation Packages and proposed
      procedures for distribution;

  (4) approve the forms of ballots and establish procedures for
      voting on the Amended Noteholder Plan;

  (5) approve the form of notice to non-voting classes under the
      Amended Noteholder Plan; and

  (6) approve the Subscription Forms and subscription procedures
      for purposes of the Rights Offering.

Representing the Noteholder Plan Proponents, Allan S. Brilliant,
Esq., at Goodwin Procter LLP, in New York, asserts that the
Noteholder Disclosure Statement contains adequate information
pursuant to Section 1125 of the Bankruptcy Code to enable a
creditor to make an informed decision on the Noteholder Plan.
The Noteholder Disclosure Statement, he maintains, is a detailed
document setting forth, among other things, the Debtors' history
and business operations, significant events in the Debtors'
Chapter 11 cases, events leading to the proposal of the
Noteholder Plan, the terms of the Noteholder Plan, voting on the
Noteholder Plan, and the confirmation hearing and the income tax
consequences of the Noteholder Plan.  Much of the information
contained in the Noteholder Disclosure Statement is based on or
derived from facts contained in the Debtors' Disclosure Statement
which the Court has already approved, Mr. Brilliant points out.

The Noteholder Plan Proponents propose that the Noteholder
Confirmation Hearing Notice be sent contemporaneously with the
distribution of the solicitation packages by December 11, 2009.

The Noteholders propose that the Debtors' claim and balloting
agent, Kurtzman Carson Consultants LLC, send materials to:

  (a) Holders of Claims classified as Impaired Claims entitled
      to vote to accept or reject the Noteholder Plan.  They
      will receive:

         * the Noteholder Plan;
         * the Noteholder Disclosure Statement;
         * the Solicitation Order, without exhibits;
         * the notice of the date of the hearing on Confirmation
           of the Noteholder Plan;
         * the appropriate Ballot and voting instructions;
         * a pre-addressed, postage pre-paid return envelope;
         * an appropriate cover letter describing the contents
           of the Noteholder Plan Solicitation Package; and
         * other materials as the Bankruptcy Court may direct.

  (b) Holders of Administrative Claims, Priority Tax Claims and
      the Holders of Claims and Interests in the Non-Voting
      Classes classified in Classes deemed to accept or reject
      the Noteholder Plan.  They will receive:

         * the Noteholder Plan Confirmation Hearing Notice; and
         * a notice to the Claim Holder of the non-voting status
           for the Class.

  (c) Holders of Bond Claims in Classes 3 and 13.  They will
      also receive the Subscription Form for purposes of the
      Rights Offering which will be mailed under a separate
      cover.

The Noteholder Plan Proponents note that the Official Committee
of Unsecured Creditors intends to later ask the Court to approve
a certain letter to be included in the Solicitation Package.

In order to be counted as a valid vote for the Noteholder Plan,
the Noteholder Plan Proponents propose that each Ballot be
properly executed, completed, and delivered to KCC or the Voting
Nominee, as appropriate, so that it actually received by KCC no
later than January 5, 2010.  The Ballot may be delivered by
first-class mail in the return envelope provided with each
Ballot, by overnight courier, or by hand delivery.

Solely for voting purposes, each Claim within a Class of Claims
entitled to vote on the Noteholder Plan is temporarily allowed in
an amount equal to the amount of the Claim; provided that:

  -- if a Claim is deemed allowed under the Noteholder Plan, the
     Claim is allowed for voting purposes in the deemed allowed
     amount;

  -- if a claim for which a proof of claim has been timely filed
     is, by its terms, contingent, unliquidated, or disputed,
     the claim is accorded one vote and valued at one dollar for
     voting purposes only, and not for purposes of allowance or
     distribution, unless the Claim is disputed;

  -- if a Claim has been estimated or otherwise allowed for
     voting purposes by order of the Bankruptcy Court, such
     Claim is temporarily allowed in the amount so estimated or
     allowed by the Bankruptcy Court for voting purposes only,
     and not for purposes of allowance or distribution;

  -- if a proof of Claim was timely filed in an amount that is
     liquidated, non-contingent, and undisputed, the claim is
     temporarily allowed in the amount set forth on the proof of
     claim, unless the Claim is disputed;

  -- if a Claim is listed in the Schedules as contingent,
     unliquidated, or disputed and a proof of Claim was not (a)
     filed by the applicable bar date for the filing of proofs
     of claims established by the Bankruptcy Court, or (b)
     deemed timely filed by an order of the Bankruptcy Court
     prior to the Voting Deadline, or that is against one of the
     Excluded Debtors unless the Debtors and the Noteholder Plan
     Proponents have consented in writing, the Claim is
     disallowed for voting purposes and for purposes of
     allowance and distribution pursuant to Rule 3003(c) of the
     Federal Rules of Bankruptcy Procedure;

  -- if a Claim is listed in the Debtors' Schedules or on a
     timely filed proof of claim as contingent, unliquidated, or
     disputed in part, the Claim is temporarily allowed in the
     amount that is liquidated, non-contingent, and undisputed
     for voting purposes only, and not for purposes of allowance
     or distribution; and

  -- if the Debtors or the Noteholder Plan Proponents have
     served an objection to or request for estimation of a Claim
     at least 10 days before the Voting Deadline, the Claim is
     temporarily disallowed for voting purposes only and not for
     purposes of allowance or distribution, except as ordered by
     the Bankruptcy Court before the Voting Deadline.

With respect to the tabulation of Master Ballots and Ballots for
the Bond Claims cast by Voting Nominees and beneficial owners,
for purposes of voting, the amount that will be used to tabulate
acceptance or rejection of the Noteholder Plan will be the
principal amount held as of the Voting Record Date.

                   Subscription Procedures

Pursuant to the Noteholder Plan, each Holder of a Bond Claim in
Classes 3 and 13 has the right to participate in the "Rights
Offering" to purchase an amount equal to, or a portion of, its
Pro Rata share of the Rights Offering Securities, on the terms
and subject to the conditions of the Noteholder Plan.

In order to facilitate the exercise of the right of a Holder of
Bond Claims to participate in the Rights Offering, the Noteholder
Plan Proponents seek the Court's authority to send master
subscription forms to nominees and registered holders of the
claims determined as of December 1, 2009, including brokers,
banks, dealers, or other agents or nominees.  Each Nominee will
be entitled to receive reasonably sufficient copies of Beneficial
Holder Subscription Forms, together with appropriate instructions
for the proper completion, due execution, and timely delivery of
the Beneficial Holder Subscription Form, for distribution to the
beneficial owners of the Claims for whom such Nominee holds the
Claims.

The Noteholder Plan Proponents also propose that if the Rights
Offering Agent, for any reason, does not receive from a Holder of
Bond Claims a duly completed Beneficial Holder Subscription Form
on or prior to the Subscription Expiration Date, the Holder will
be deemed to have relinquished and waived its right to
participate in the Rights Offering.  Each Holder of Bond Claims,
as of the Voting Record Date, intending to participate in the
Rights Offering must affirmatively elect to exercise its right to
participate in the Rights Offering on or prior to the
Subscription Expiration Date.

Each party that has exercised Subscription Rights will receive
the Effective Date Notice at least 30 days prior to the
Anticipated Effective Date, which will provide notice of the
Rights Offering Funding Date.

Each Holder of an Allowed Bond Claim that has exercised
Subscription Rights is obligated pay to the Rights Offering Agent
on or before the Rights Offering Funding Date a "Holder Purchase
Payment" in accordance with the wire instructions set on the
Effective Date Notice or by bank or cashier's check delivered to
the Rights Offering Agent.

If, on or prior to the Rights Offering Funding Date, the Rights
Offering Agent for any reason does not receive from a given
Holder of Subscription Rights the Holder Purchase Payment in
immediately available funds, the Holder will be deemed to have
relinquished and waived (i) its right under the Noteholder Plan
to receive any of the distribution of New Common Stock provided
to Holders of Allowed Bond Claims pursuant to the Noteholder
Plan, and (ii) its right to participate in the Rights Offering;
provided, however that the "Put Parties" have the right to bring
an action in the Bankruptcy Court for specific performance and
reimbursement of any costs and fees associated with the action,
and all consequential damages arising from the breach, which
consequential damages may exceed the amount of the Holder's
Holder Purchase Payment, against any Holder that has exercised
Subscription Rights but does not provide the Holder Purchase
Payment in immediately available funds on or prior to the Rights
Offering Funding Date.

Following Confirmation, each party that has exercised
Subscription Rights will receive the Effective Date Notice
requiring payment on Rights Offering Funding Date.  The Rights
Offering Agent and the Noteholder Plan Proponents will undertake
commercially reasonable efforts to provide at least 15 days
notice of the Rights Offering Funding Date and to provide for the
date to be as close as possible to the Effective Date.  However,
due to the various transactions contemplated under the Noteholder
Plan, the Noteholder Plan Proponents cannot predict the
occurrence of the Effective Date with any certainty.

The Effective Date Notice will require that each party that has
elected to receive Rights Offering Shares that, when added to the
shares of New Common Stock received by that party pursuant to the
Noteholder Plan, exceed 4.9% of total equity shares provide to
the Rights Offering Agent documentation that the party is either
(i) qualified according to the Michigan Gaming Control Board, or
(ii) an Institutional Investor.  In addition, the Effective Date
Notice will require that each party that has elected to receive
Rights Offering Shares that, when added to the shares of New
Common Stock received by the party pursuant to the Noteholder
Plan, exceed 14.9% of the Total Equity Shares provide to the
Rights Offering Agent documentation that the party is MGCB
Qualified.

Should the Noteholder Plan be confirmed but not become effective,
the Rights Offering Agent will return all Holder Purchase
Payments received from Holders who elected to participate in the
Rights Offering to the Holders.  No further liability will attach
to any of the Rights Offering Agent, the Noteholder Plan
Proponents, or the Debtors.

The Noteholder Plan Proponents submit that the Procedures will
enable them to efficiently transmit to Holders of Bond Claims in
Classes 3 and 13 the materials necessary to participate in the
Rights Offering.  In addition, the Noteholder Plan Proponents ask
that the Court authorize them to adopt, as necessary, any
additional detailed procedures consistent with the provisions of
the Rights Offering.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: Proposes to Extend FIB Letter of Credit Pact
----------------------------------------------------------------
To operate their businesses and manage their assets as debtors-in-
possession, the Debtors are required to comply with Section
432.208a of the Michigan Gaming Control Act, which states that the
Debtors must post a bond totaling $1,000,000.  The bond will be
used to guarantee that the Debtors will faithfully make the
payments, keep books and records, make reports, and conduct their
casino gaming business in conformity with the Gaming Control Act
and the rules promulgated by the Michigan Gaming and Control
Board.

In connection with maintaining the required Bond, the Debtors
obtained a letter of credit which is secured by a certificate of
deposit, amounting to $500,000, from First Independence Bank.

By this motion, the Debtors ask the Court for authority to enter
into a proposed agreement to extend the term of the LOC Agreement
with First Independence Bank through October 23, 2010.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, contends that the Deposit is not subject to the
liens of the DIP Lenders or Prepetition Lenders.  He asserts that
execution of the Extension Agreement is a reasonable and
necessary means for the Debtors to remain in compliance with the
Gaming Control Act.

A list of the amended terms under FIB LOC Agreement is available
for free at http://bankrupt.com/misc/GrktnFIBExt.pdf

At the Debtors' behest, Judge Shapero has shortened the notice
and response period on the Debtors' request and has set Nov. 30,
2009, as the hearing date to consider the FIB Extension
Agreement.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: Rejects Miller Parking Co. Contract
-------------------------------------------------------
In a Bankruptcy Court-approved stipulation, Greektown Holdings LLC
and Miller Parking Company LLC agreed that the parking management
agreement they entered into is rejected effective November 29,
2009.

Prior to the stipulation, Greektown Holdings filed a motion,
seeking authority to reject the executory contract.

The parties' Contract is a parking management agreement for a
parking garage located at the Debtors' property whereby Miller is
paid a management fee in exchange for managing parking
operations.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, contends that the Debtors no longer need to
maintain the Contract because they believe another provider of
parking services would better manage labor and operational costs,
which would result in increased benefit to them.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREENSHIFT CORP: Posts $3.46-Mil. Net Loss for Sept. 30 Quarter
---------------------------------------------------------------
Greenshift Corporation reported a net loss of $3,464,149 for the
three months ended September 30, 2009, from a net loss of
$5,729,907 for the same period a year ago.  Greenshift reported a
net loss of $7,495,533 for the nine months ended September 30,
2009, from a net loss of $11,538,106 for the same period a year
ago.

Revenue for the three months ended September 30, 2009, was
$927,817 from $2,494,602 for the year ago period.  Revenue was
$2,960,501 for the nine months ended September 30, 2009, from
$11,352,176 for the year ago period.

At September 30, 2009, the Company had $21,393,451 in total assets
against $77,426,169 in total liabilities.  At September 30, 2009,
the Company had accumulated deficit of $144,698,118 and total
deficit of $56,032,718.

The Company had a working capital deficit of $66,705,102 at
September 30, 2009, which includes convertible debentures and line
of credit totaling $30,219,765, accrued interest payable of
$8,626,962, related party debt of $51,500, related party
convertible debentures of $5,219,438, and $3,979,437 in purchase
obligations.  The Company's working capital deficit net of these
amounts is $18,608,000.

The Company noted that despite their classification as current
liabilities, current convertible debentures, line of credit and
accrued interest ($38,846,727) are not serviceable out of the
Company's cash flows (the terms of the convertible debt require
repayment in shares of either GreenShift Corp. or GS AgriFuels
Corporation common stock).  The purchase obligations ($3,979,437),
to the extent due, are tied to the earnings of the Company's
equipment sales business and can only be serviced after the
Company's senior secured debt has been serviced.

Management intends to raise capital from debt and equity
transactions to fund operations, to increase revenue and to cut
expenses to reduce the loss from operations.  There can be no
assurances that the Company will be able to eliminate both its
working capital deficit and its operating losses.

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?4a77

GreenShift Corporation develops and commercializes clean
technologies that facilitate the efficient use of natural
resources.  The Company currently owns four corn oil extraction
facilities based on its patented and patent-pending corn oil
extraction technologies that are located at its licensee's ethanol
plants in Oshkosh, Wisconsin, Medina, New York, Marion, Indiana,
and Riga, Michigan.


GREYSTONE PHARMACEUTICALS: Taps John Ryder as Bankruptcy Counsel
----------------------------------------------------------------
Greystone Pharmaceuticals, Inc., asks the U.S. Bankruptcy Court
for the Western District of Tennessee for permission to employ
John L. Ryder and the firm of Harris Shelton Hanover Walsh, PLLC,
as counsel.

Mr. Ryder and the firm will:

   a. assist the Debtor in legal matters in performing its duties
      under the U.S. Bankruptcy Code;

   b. prepare the Disclosure Statement and Plan with the Debtor
      and advise the Debtor regarding same;

   c. represent the Debtor in any contested matters, or adversary
      proceedings before the Court;

   d. prepare on behalf of the Debtor any necessary applications,
      answers, orders, reports or other legal papers; and

   e. perform all other legal services necessary on behalf of
      Debtor.

The hourly rates of the personnel are:

     John L. Ryder            $400
     Steven N. Douglass       $300
     Jonathan E. Scharff      $300
     Associates               $150
     Paralegals                $65

To the best of the Debtor's knowledge, Mr. Ryder and the firm are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Ryder can be reached at:

     John L. Ryder, Esq.
     One Commerce Square, Suite 2700
     Memphis, TN 38103-2555
     Tel: (901) 525-1455

              About Greystone Pharmaceuticals, Inc.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn.
Case No. 09-32236).  The Company listed in its bankruptcy petition
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.  According to the schedules, the
Company has assets of $25,467,546, and scheduled debts of
$22,601,150.


GREYSTONE PHARMACEUTICALS: Wants to Obtain DIP Loan from BLN
------------------------------------------------------------
Greystone Pharmaceuticals, Inc., asks the U.S. Bankruptcy Court
for the Western District of Tennessee for authority to:

   -- incur $300,000 in secured postpetition financing on an
      interim and final basis from BLN Capital Funding, LLC; and

   -- grant adequate protection to BLN.

The Debtor relates that it could not obtain a postpetition credit
facility to meet its working capital needs.  BLN, the Debtor's
primary prepetition secured lender is willing to lend money to the
Debtor.

In return for the line of credit, BLN will receive an equity
interest in the Reorganized Debtor equal to 0.5% for making the
loan available and an additional 0.5% if the Debtor draws more
than $150,000;

The debtor-in-possession loan will bear interest at 12% per annum,
and will be repayable with interest only charges until the first
quarter 2011.  At that time, principal will be due in four equal
quarterly payments;

To secure repayment of the DIP loan, BLN will receive (i) a
priority under Section 364 of the Bankruptcy Code; (ii) a senior
lien on property of the estate (other than avoidance actions) that
is not otherwise subject to a lien; (iii) a junior lien on
property of the estate (other than avoidance actions) that is
subject to valid, perfected and unavoidable liens; and (iv) a
senior priming lien on property of the estate that is subject to a
senior prepetition first lien in favor of BLN.

                  About Greystone Pharmaceuticals

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn.
Case No. 09-32236).  John L. Ryder, Esq., who has an office in
Memphis, Tennessee, assists the Company in its restructuring
efforts.  The Company listed in its bankruptcy petition
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.  According to the schedules, the
Company has assets of $25,467,546, and scheduled debts of
$22,601,150.


HERCULES CHEMICAL: Bankruptcy Court Hearing on Plan Dec. 22
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing on December 22 to
consider approval of Hercules Chemical Co.'s reorganization plan.
The Plan, if approved, will then be sent to the District Court for
approval, because it involves asbestos claims.

The Chapter 11 plan is designed to rid the Company of present and
future asbestos personal injury claims.  The Plan will create a
trust to pay all asbestos claims.  Unsecured creditors with an
estimated $1.8 million in claims are to split $720,000, resulting
to a recovery of about 40%.  The employee stock ownership plan
trust is to remain the company's owner.

Hercules Chemical Co., Inc., filed for Chapter 11 bankruptcy
protection on September 18, 2008, with the U.S. Bankruptcy Court
for the District of New Jersey (Case No. 08-27822), blaming the
costs of asbestos-related lawsuits.  The asbestos suits arose from
a furnace cement product made between 1939 and 1983.

The Debtor first filed for bankruptcy on August 22, 2008, before
the U.S. Bankruptcy Court for the Western District of Pennsylvania
(Case No. 08-25553)) but the case was transferred to New Jersey,
where it is incorporated.

Gregory L. Taddonio, Esq., and Paul M. Singer, Esq., at Reed
Smith LLP, represent the Debtor.  Meyer, Unkovic & Scott LLP
represents the Debtor's Future Asbestos Personal Injury
Claimants.  When the Debtor filed for protection from its
creditors, it listed assets and debts between $10 million and
$50 million.


IMPERIAL INDUSTRIES: Posts $1.8MM Q3 Net Loss; CFO Resigns
----------------------------------------------------------
Imperial Industries, Inc., reported a net loss of $1,804,000 for
the three months ended September 30, 2009, from a net loss of
$1,810,000 for the year ago period.  The Company reported a net
loss of $4,238,000 for the nine months ended September 30, 2009,
from a net loss of $4,596,000 for the year ago period.

Net sales were $2,186,000 for the three months ended September 30,
2009, from $2,424,000 for the year ago period.  Net sales were
$6,864,000 for the nine months ended September 30, 2009, compared
to $7,788,000 for the year ago period.

At September 30, 2009, the Company had $9,042,000 in total assets
against $7,819,000 in total liabilities.  The September 30 balance
sheet showed strained liquidity: The Company had $5,271,000 in
total current assets against $6,681,000 in total current
liabilities.

Steven M. Healy resigned as the Company's Chief Financial Officer
on November 16, 2009, to pursue other endeavors.  Mr. Healy's
resignation was not a result of any disagreement with the Company.
Mr. Healy had been the Company's CFO since November 2005.

S. Daniel Ponce, Imperial's Chairman of the Board, stated: "We
face a challenging environment in the construction industry and
are making every effort to continue to reduce costs and adjust our
operating structure to best meet the reduced levels of product
demand within the industry. While industry forecasts do not
indicate any expected improvement in construction activity in the
near term, we are focusing our efforts on addressing new marketing
opportunities and broadening our geographic reach for certain of
our products. We are continuing our search for new financing to
gain the flexibility to sustain our operations through the current
economic downturn and benefit from our market position when
industry conditions improve."

                           Going Concern

The Company said the industry in which it is operating has been
impacted by a number of adverse factors over the past three and a
half years.  As a result, the Company has incurred losses for the
nine and three months ended September 30, 2009 and the year ended
December 31, 2008.  The Company said its independent registered
public accounting firm issued its report dated March 27, 2009, in
connection with the audit of its financial statements as of
December 31, 2008, that included an explanatory paragraph
describing the existence of conditions that raise substantial
doubt about the Company's ability to continue as a going concern.

The Company divested the entire Just-Rite operation as of June 11,
2009 via the Assignment which transferred all assets, subject to
any liabilities thereof, of Just-Rite to the Assignee who is
winding down, selling and liquidating the assets of Just-Rite for
the benefit of creditors in accordance with the laws of the State
of Florida.  The Company no longer operates any of the assets or
business of Just-Rite since the date of the Assignment.

The Company said it has implemented more stringent credit and
collection procedures and controls in an attempt to reduce days
outstanding of trade accounts receivable and improve working
capital.  It also eliminated cash bonuses for all senior
management in 2008 and reduced compensation for senior management
and other employees in 2009.  In addition, it has continued to
make personnel reductions in its continued operations in 2009.

The Company has consolidated its manufacturing operations by
shifting Premix manufacturing in Pompano Beach, Florida to Winter
Springs, Florida and moved its corporate office into the Premix
distribution center in Pompano Beach to reduce costs.  In
addition, it is continuing to evaluate and implement cost
reduction initiatives to reduce unnecessary costs in its
operations and to conserve working capital.

The Company is also seeking financing from other sources,
including the possibility of an infusion of equity, to generate
additional funds for operations and to take advantage of lower
interest rates, including the retention of an investment banker to
seek funding and evaluate other strategic alternatives.

On November 6, 2009, the "Worker, Homeownership and Business
Assistance Act of 2009" was signed into law.  The Company said the
new law extended the time-frame, for certain companies of which it
believes it qualifies, to carry-back Net Operating Losses from 2
to 5 years.  As a result, the Company said it may carry-back a
portion of its 2008 and 2009 NOL to claim a refund of Federal
taxes paid.  Although the amount of the refund cannot yet be
determined, the Company expects it to be no less than $800,000.

                            Forbearance

On June 10, 2009, the Company and Wachovia Bank, N.A., executed a
Forbearance Agreement to the Company's Consolidating, Amended and
Restated Financing Agreement dated as of January 28, 2000.  Under
the Forbearance Agreement, the Lender agreed to forbear from
exercising any of their rights in response to the occurrence of
certain events of default under the Line of Credit, subject to the
Company's compliance with certain requirements set forth in the
terms of the Forbearance Agreement.

The Forbearance Agreement was amended for the third time on
September 30, 2009.  Among other things, the Forbearance Agreement
was extended to November 30.  As of the close of business on
November 10, the outstanding balance on the line of credit was
$124,000.

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?4a79

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4a7a

                     About Imperial Industries

Pompano Beach, Florida-based Imperial Industries, Inc. (Nasdaq CM:
"IPII") -- http://www.imperialindustries.com/-- sells products
primarily in the State of Florida and to a certain extent the rest
of the Southeastern United States with facilities in the State of
Florida.  The Company is engaged in the manufacturing and
distribution of stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.


IMPERIAL INDUSTRIES: Receives Nasdaq Deficiency Notice
------------------------------------------------------
Imperial Industries, Inc., received a Nasdaq Staff Deficiency
letter indicating that the Company has failed to comply with
Listing Rule 5550(b)(1), which requires the Company to have a
minimum of $2,500,000 in stockholders' equity, or $35,000,000
market value of listed securities, or $500,000 of net income from
continuing operations for the most recently completed fiscal year,
or two of the three most recently completed fiscal years, for
continued listing on the Nasdaq Capital Market.

The Company has until December 3, 2009 to submit to Nasdaq Staff a
plan to achieve and sustain compliance with the Nasdaq Capital
Market listing requirements.  The Company is attempting to develop
a plan to submit to Nasdaq within the timeframe required.  There
can be no assurance that Nasdaq will accept the plan or if
accepted, whether the Company will be able to achieve compliance
thereafter.  If the plan is not accepted, Nasdaq will provide
written notification that the Company's common stock will be
delisted.  At that time, the Company may either accept the
determination and be delisted or appeal to a Nasdaq Listing
Qualifications Panel.

Pompano Beach, Florida-based Imperial Industries, Inc. (Nasdaq CM:
"IPII") -- http://www.imperialindustries.com/-- sells products
primarily in the State of Florida and to a certain extent the rest
of the Southeastern United States with facilities in the State of
Florida.  The Company is engaged in the manufacturing and
distribution of stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.


IPCS INC: Gabelli Funds Owns 5.81% of Outstanding Stock
-------------------------------------------------------
Gamco Investors, Inc., et al., has filed with the Securities and
Exchange Commission Amendment No. 1 to its Schedule 13D which was
initially filed on November 16, 2009.

Gamco Investors, Inc., et al., disclosed that they may
be deemed to beneficially own shares of iPCS, Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Gabelli Funds, LLC                        961,000       5.81%
GAMCO Asset Management Inc.                60,700       1.54%
Gabelli Securities, Inc.                  225,929       1.37%

The aggregate number of securities to which this amended Schedule
13D relates is 1,442,329 shares, representing 8.72% of the
16,539,190 shares outstanding as reported in IPCs Inc.'s most
recent Form 10-Q for the quarterly period ended September 30,
2009.

A full-text copy of Gamco Investors, Inc., et al.'s amended
Schedule 13D is available for free at:

     http://researcharchives.com/t/s?4a8d

A full-text copy of Gamco Investors, Inc., et al.'s Schedule 13D
is available for free at http://researcharchives.com/t/s?49fb

                         About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.


IPCS INC: Sprint Nextel Files Amendment No. 4 to Tender Offer
-------------------------------------------------------------
Ireland Acquisition Corporation and Sprint Nextel Corporation have
filed Amendment No. 4 to the Tender Offer Statement which was
filed with the Securities and Exchange Commission on October 28,
2009, as amended by Amendment No. 1 dated November 13, 2009,
Amendment No. 2 dated November 17, 2009, and Amendment No. 3 dated
November 18, 2009.

Ireland Acquisition Corporation is a Delaware corporation and a
wholly-owned subsidiary of Sprint Nextel.  The Schedule TO relates
to the offer by Ireland Acquisition to purchase all of the
outstanding shares of common stock, par value $0.01 per share, of
iPCS, Inc. for $24.00 per share, net to the seller in cash, less
any required withholding taxes and without interest, upon the
terms and conditions set forth in the Offer to Purchase, dated
October 28, 2009, a copy of which is attached to the Schedule TO
as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a
copy of which is attached to the Schedule TO as Exhibit (a)(1)(B).

A full-text copy of Amendment No. 4 is available for free at:

                 http://researcharchives.com/t/s?4a90

A full-text copy of Amendment No. 3 is available for free at:

                 http://researcharchives.com/t/s?4a8f

A full-text copy of Amendment No. 2 is available for free at:

                 http://researcharchives.com/t/s?49cb

A full-text copy of Amendment No. 1 is available for free at:

                 http://researcharchives.com/t/s?4974

Full-text copies of Exhibits (a)(1)(A) and (a)(1)(B) are available
for free at:

                 http://researcharchives.com/t/s?47e8
                 http://researcharchives.com/t/s?4976

                         About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.


JDA SOFTWARE: S&P Affirms Corporate Credit Rating at 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Scottsdale, Arizona-based JDA Software
Group Inc. At the same time, S&P revised the outlook to positive
from stable.

"The outlook revision reflects S&P's belief that following the
acquisition of Dallas-based I2 Technologies Inc. (unrated) for
approximately $396 million, JDA will manage its operating lease-
adjusted debt to EBITDA at a 3.0x threshold or lower," said
Standard & Poor's credit analyst Philip Schrank.  S&P had
previously anticipated a leveraging transaction that would have
possibly caused debt to EBITDA to spike to the 4.0x area.  Pro
forma for the I2 merger, S&P expects total debt to EBITDA to be in
the 2.0x area.  To finance the transaction, JDA will use existing
cash, stock, and debt financing.  The transaction is likely to
close in the first quarter of 2010.


KB TOYS: U.S. Trustee Objects Ch. 11 Dismissal Bid
--------------------------------------------------
An acting U.S. trustee has objected to KB Toys Inc.'s attempt to
dismiss its Chapter 11 cases after distributing funds to claim
holders and releasing parties from liability outside the purview
of a court-approved reorganization plan, according to Law360.

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operated a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of many of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on December 11.  The debts include $143 million in unsecured
claims; and $200 million in secured claims, including
$95.1 million owed to first-lien creditors where General Electric
Capital Corp. serves as agent; and $95 million owed to second-lien
creditors.

As reported by the Troubled Company Reporter on December 22, 2008,
the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales.


LANDAMERICA FIN'L: OneStop Proposes Dec. 13 Claims Bar Date
-----------------------------------------------------------
At the behest of Capital Title Group, Inc., and LandAmerica
OneStop, Inc., the Court established:

  (a) 4:00 p.m. of December 13, 2009, as the deadline for all
      persons and entities, including individuals, partnerships,
      corporations, joint ventures and trusts that, assert a
      prepetition claim against CTG and OneStop to file a proof
      of claim;

  (b) April 12, 2010, as the deadline for any governmental unit
      that asserts a Prepetition Claim against CTG to file a
      proof of claim; and

  (c) May 4, 2010, as the deadline for any governmental unit
      that asserts a Prepetition Claim against OneStop to file a
      proof of claim.

Proofs of claim must conform substantially to Official Form No.
10.  They must (i) be signed, (ii) include supporting
documentation, if voluminous, a summary must also be attached, or
an explanation as to why documentation is not available, (iii) be
in the English language, and (iv) be denominated in United States
currency.  Proofs of claim must also specify the name and case
number of the relevant Bar Date Debtor.

Proofs of claim must be filed with Epiq Bankruptcy Solutions,
LLC, the Debtors' Claims Agent, at either of these addresses:

      If Delivered by Mail:

      LandAmerica OneStop, Inc. and Capital Title Group, Inc.
      Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      FDR Station, P.O. Box 5285
      New York, NY 10150-5285

      If Delivered by Overnight or Hand Delivery:

      LandAmerica OneStop, Inc. and Capital Title Group, Inc.
      Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      757 Third Avenue, 3rd Floor
      New York, NY 10017

Proofs of claim will be deemed filed only when actually received
by the Claims Agent on or before the applicable Bar Date.  The
Claims Agent will not accept Proofs of Claim sent by facsimile,
telecopy, or electronic mail transmission.

These persons or entities are not required to file Proofs of
Claim on account of their prepetition claims:

  * Any person or entity that has already properly filed, with
    the Clerk of the United States Bankruptcy Court for the
    Eastern District of Virginia or the Claims Agent, a proof of
    claim against the correct Bar Date Debtor utilizing a claim
    form that substantially conforms to Official Form No. 10;

  * Any person or entity (i) whose claim is set forth on the
    Debtors' schedules of assets and liabilities, (ii) whose
    claim is not described as "disputed," "contingent," or
    "unliquidated," and (iii) who does not dispute the amount
    or type of the claim for that person or entity as set forth
    on the Schedules;

  * Claims allowed by order of the Court entered on or
    before the applicable Bar Date;

  * Claims that have been paid by a Bar Date Debtor;

  * Claims of any Debtor against a Bar Date Debtor; and

  * Claims allowable under Sections 503(b) and 507(a) of the
    Bankruptcy Code as an administrative expense.

Any claim arising solely from, or as a consequence of, the
rejection of an unexpired lease or executory contract of a Bar
Date Debtor must be filed by the later of (i) 20 days following
the date of any order of the Court authorizing the Debtors to
reject the unexpired lease or executory contract; (ii) the date
set by any other order of the Court; or (iii) the General Bar
Date, or, if applicable, the Governmental Unit Bar Date.  All
other claims with respect to a lease or contract are required to
be filed on or before the applicable Bar Date.

If the Debtors amend or supplement the Schedules subsequent to
the entry of the Order, the Debtors will give written notice of
any amendment or supplement to the holders of claims affected
thereby, and the holders will be afforded 30 days from the date
of the notice to file proofs of claim in respect of their claims
or be barred from doing so, provided they are given notice of the
deadline.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, all holders of claims that fail to comply strictly
with the Order by timely filing a proof of claim in the
appropriate form, unless explicitly excepted from filing the
claim, will not be treated as a creditor with respect to the
claim for the purposes of voting and distribution.

A notice of the Bar Date is deemed adequate and sufficient
notice of the General Bar Date and the Governmental Unit Bar
Dates if served, together with the Proof of Claim form, by first-
class mail to these creditors or potential parties-in-interest:

  (a) the United States Trustee for the Eastern District of
      Virginia;

  (b) all persons or entities that have requested notice of the
      proceedings in the Debtors' Chapter 11 cases;

  (c) all persons or entities that have filed proofs of claim;

  (d) all known holders of claims listed on the Schedules;

  (e) all parties known to the Debtors as having potential
      claims against the Debtors' estates but who are not listed
      on the Schedules;

  (f) all counterparties to the Debtors' executory contracts and
      unexpired leases;

  (g) all parties to litigation with the Debtors;

  (h) all state attorneys general and state departments of
      revenue for states in which the Debtors conduct business;

  (i) the District Director of the Internal Revenue Service in
      Washington, D.C.;

  (j) the Pension Benefit Guaranty Corporation;

  (k) the Environmental Protection Agency;

  (l) all relevant state and local environmental agencies;

  (m) the Securities and Exchange Commission;

  (n) the Federal Bureau of Investigation;

  (o) the United States Attorney for the Eastern District of
      Virginia and the Department of Justice in
      Washington, D.C.;

(p) all governmental units applicable to the Bar Date Debtors'
     business, to the extent not listed in the foregoing
     clauses; and

(q) all parties who have filed requests for service of
     pleadings pursuant to Rule 2002 as of the date of the
     mailing of the Bar Date Notice.

The Debtors will publish notice of the Bar Dates once in the
Richmond Times Dispatch not later than 20 days prior to the
General Bar Date.

Orange Coast Title raised an oral objection to the CTG/OneStop
Bar Date Motion.  The Court, however, have overruled the
objection.

                    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 Proposes Transition Agreement
--------------------------------------------------------
LandAmerica OneStop, Inc., sought and obtained from the Court an
order approving a transition agreement, dated as of October 16,
2009, and related power of attorney by and between the Debtor and
Default Services Company, and UTLS DFS, LLC, formerly known as
ManagementCo Acquisitions, LLC.

OneStop entered into an agreement for the sale of its Default
Services, Origination Services and MSTD divisions on October 1,
2009.  By October 13, 2009, OneStop sold substantially all of the
assets of its Default Services, Originations and MSTD divisions
for $2.8 million to UTLS, OriginationsCo Acquisition LLC and
TechnologyCo Acquisition, LLC.

In connection with the sale of the Default Services Division,
OneStop and DSC entered into a Transition Agreement with UTLS to
ensure, among other things, an orderly transition of certain non-
judicial foreclosure proceedings that were pending as of the
closing.  In addition, OneStop granted UTLS an irrevocable power
of attorney solely with respect to processing the Foreclosures.

Pursuant to the Transition Agreement, OneStop agreed to:

  (a) authorize UTLS to process the Foreclosures in California
      and Nevada under OneStop's name; and

  (b) in the event OneStop files a voluntary petition under the
      Bankruptcy Code, file a motion requesting approval of the
      Transition Agreement and the Power of Attorney.

In addition, UTLS:

  (a) deposited $250,000 into an escrow account to be available
      to reimburse OneStop, and to indemnify, defend and hold
      harmless OneStop, its officers, affiliates and employees,
      from any claims damages arising with respect to any
      Foreclosure or any act or failure to act by UTLS in
      connection the Agreement, including, any action or
      inaction by UTLS in processing any of the Foreclosures or
      UTLS' breach of the Transition Agreement;

  (b) agreed to process the Foreclosures, including the conduct
      of trustee sales and the execution and recording of
      trustee deeds upon sale; and

  (c) agreed to add OneStop as an additional named insured under
      the respective E&O policies of UTLS, effective as of the
      date of the Transition Agreement.

As of October 16, 2009, as part of its default management
business, OneStop was still processing certain Foreclosures.

A full-text copy of the Transition Agreement is available for
free at http://bankrupt.com/misc/OneStop_TransitionAgreement.pdf

Orange Coast Title raised an oral objection at the hearing to
consider the Motion.  The Court, however, overruled the
objection.

                    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: HKMA Says 334 Cases Set for Further Action
-----------------------------------------------------------
The Hong Kong Monetary Authority  announced November 13 that so
far 766 Lehman-Brothers-related non-minibond complaint cases have
led to disciplinary consideration. These cases have gone through
detailed investigation by the HKMA.

Up till now, the HKMA has referred a total of 334 Lehman-Brothers-
related non-minibond cases to the Securities and Futures
Commission (SFC) for further action.  These cases have been
reviewed by the HKMA, which has determined that there are
sufficient grounds for referring them to the SFC to facilitate
its investigations into banks.

The HKMA has, up to 12 November 2009, received 21,747 complaints
concerning Lehman-Brothers-related products, of which 7,714 relate
to non-minibond products.  Of the Lehman-Brothers-related non-
minibond complaints, 7,698 cases have gone through the preliminary
assessment process and, as a result, the HKMA is currently
investigating 3,085 cases and seeking further information on 1,321
cases.  A total of 2,526 Lehman-Brothers-related non-minibond
complaints have been closed as there was not sufficient prima
facie evidence found after the preliminary assessment process or
no sufficient grounds and evidence found after detailed
investigations.  A total of 766 Lehman-Brothers-related non-
minibond complaint cases have led to disciplinary consideration.

Of the minibond complaints, 13,033 cases are eligible for the
Lehman-Brothers Minibonds Repurchase Scheme or the voluntary offer
made by the distributing banks to customers with whom they had
reached settlements before the Scheme was introduced.  Nine
hundred and sixteen minibond complaints involving customers who
are not eligible for, or have indicated that they do not accept,
the repurchase offer under the Scheme or whose cases require
clarification from the banks will continue to be handled by the
HKMA if the complaints cannot be resolved by the enhanced
complaint handling system introduced by the distributing banks as
agreed by the regulators.

Since 7 August 2009, 16 minibond distributing banks have begun the
issue of repurchase offer letters to eligible customers (about
25,000 customers) under the Scheme.  Up to 11 November 2009,
24,553 customers have responded to the repurchase offers, of whom
24,306 customers or 99.0% have accepted the offers.  As of 31
October 2009, for customers who had accepted the offer, 99.8% of
them already received payment from the banks concerned, while the
remaining payments will be settled soon (in any case no later than
30 days after having received the duly completed acceptance forms
from these customers).  Separately, about 4,800 customers who had
reached settlements with the banks prior to the introduction of
the Scheme are eligible to the voluntary offer made by the banks,
with a view to bringing them in line with the eligible customers
who accept the repurchase offer under the Scheme.  For customers
whose previous settlement amount was less than 60% (for customers
aged below 65) or 70% (for customers aged 65 or above) of the
principal invested, 98% of them already received top-up payments
from the banks concerned as of 31 October 2009.

                       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: Seeks to Collect Unpaid Employee Loans
-------------------------------------------------------
Lehman Brothers Holdings Inc. and James W. Giddens, as trustee for
the Securities Investor Protection Act of 1970 liquidation of the
business of Lehman Brothers Inc. have signed a stipulation in
connection with the collection of more than $51 million in loans
the Lehman entities gave to former employees.

LBI is listed as the holder of certain promissory notes,
evidencing certain loans that were made to certain employees of
LBHI and/or LBI in the course of their employment.  LBHI and the
Trustee agree that it is in their collective interest to commence
the process of collecting any amounts outstanding under the
Promissory Notes from Subject Employees.  In order to facilitate
the collection process, the Trustee has agreed to assign to LBHI
any and all rights LBI may have to collect amounts outstanding
under the Promissory Notes.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

                  International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Still Fixing Discrepancies in Securities Data
--------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Lehman Brothers Holdings Inc. said that the bank and
its unit, Lehman Brothers Inc., cannot yet compile an accurate
accounting of Section 13(f) securities held due to the sale of
their assets comprising their business since September 15, 2008.

LBHI also blamed the filing of various administrative and civil
rehabilitation proceedings of subsidiaries comprising parts of
its European and Asian businesses, which it said, have resulted
in portions of the securities trading records and systems of the
bank and LBI unavailable to and non-accessible.

"As a result of the sale and actions taken by certain creditors
with respect to Section 13(f) securities that had been pledged by
the [companies] or their affiliates as collateral to those
creditors, the [companies] cannot compile an accurate
accounting of Section 13(f) securities held," the SEC filing
said.

LBHI said that they are currently reconciling discrepancies in
information they have with respect to Section 13(f) securities.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LYONDELL CHEMICAL: Blames LBO Litigation for Plan Delay
-------------------------------------------------------
Lyondell Chemical Co. asks the Court to extend its exclusive
period to solicit acceptances of its proposed Chapter 11 plan
until September 6.

Lyondell Chemical Co. and its units say their "inability to have
concluded negotiations" on debt and equity financing "is not of
their own making."

The Debtors filed a reorganization plan on September 11, 2009.
However, lawsuits that could affect recovery by creditors have
delayed the plan approval process.

The Creditors Committee has commenced a lawsuit against Citibank
N.A., Deutsche Bank, and other banks that funded the 2007
acquisition of Lyondell Chemical Company by Basell AF S.C.A.
Having accumulated heavy debt because of the merger,
LyondellBasell was in a full-blown liquidity crisis and was
running out of money to fund its operations only three months
following the merger.  The Creditors Committee asserted claims of,
among other things, fraudulent transfer, breach of fiduciary duty,
avoidance of unperfected senior liens.  The first phase of a
three-part trial on the committee's suit is scheduled to begin
Dec. 1, if the parties fail to reach a settlement.

Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP,
asserts, "because the Debtors' inability to move forward towards
confirmation flows not from their own failure to get parties to
coalesce around a consensual plan of reorganization but from the
Committee Litigation itself, the Debtors should not be deprived of
the exclusive right to solicit votes on their otherwise timely-
filed plan (as the same may be amended or supplemented).  Mr.
Troop notes that during the ten months that the Chapter 11 cases
have been pending, the Debtors have worked diligently (a) to meet
the milestones under their postpetition credit agreements, (b) to
prosecute their operational reorganization through the tools
provided by the Bankruptcy Code and (c) to formulate a plan of
reorganization around which key constituencies have coalesced.

A full-text copy of the Joint Plan is available for free at
http://bankrupt.com/misc/Lyondell_Sept11JointReorgPlan.pdf

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/Lyondell_Sept11DisclosureStat.pdf

The Bank of New York Mellon and the Bank of New York Mellon Trust
Company, N.A., as indenture trustee for the holders of certain
notes aggregating (i) US$100 million issued by Lyondell Chemical
Company, as predecessor-in-interest of ARCO Chemical Chemical
Company, and (ii) US$225 million issued by Equistar Chemicals, LP,
have also sued the secured lenders for the 2007 LBO.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MASTEC INC: Moody's Affirms Corporate Family Rating at 'Ba3'
------------------------------------------------------------
Moody's Investors Service affirmed MasTec, Inc.'s Ba3 corporate
family rating and the B1 rating on its senior unsecured notes.
The ratings outlook remains stable.  The ratings affirmation
follows the company's recent announcement that it completed the
acquisition of Precision Pipeline, LLC, a privately owned oil
and gas construction company.  The acquisition was funded with
$32 million in cash, $100 million of 4.25% senior convertible
notes due 2014 (unrated), the assumption of $34 million of
Precision's debt and a five-year earnout equal to 30% of
Precision's EBITDA in excess of $35 million per year.

The rating is supported by the strategic benefits of the
acquisition that provides MasTec with a full spectrum of natural
gas capabilities, including large diameter transcontinental
pipeline projects, whereas it currently focuses on the
construction of gathering systems, processing and compressor
facilities and midstream projects.  The acquisition also
diversifies the company's customer base while enhancing its
presence in the natural gas industry that may have favorable long-
term growth fundamentals.  Additionally, similar to Wanzek,
Moody's believes that the acquisition does not hurt credit metrics
as MasTec's debt to EBITDA stays at 3.2 times on a pro forma basis
as of September 30, 2009 (including Moody's standard analytical
adjustments), when factoring in Precision's estimated 2010 EBITDA
of $40 million and transaction related debt.  Moody's notes that
earnout provisions in the acquisition agreement reduce initial
funding requirements, thus limiting the stress on credit metrics.

Notwithstanding the benefits of the acquisition, Moody's is
concerned over MasTec's ongoing acquisition activity that has
resulted in significantly higher debt levels.  Because of
Precision, Wanzek and other recent acquisitions, balance sheet
debt increases to approximately $450 million as of September 30,
2009 from $304 million and $163 million as of 2008 and 2007 year-
end respectively.  Given increasing debt levels and challenging
market conditions, the rating allows for limited shortfalls in
earnings expectations and cash flow.  Furthermore, Precision, as
well as other recent acquisitions, increases the company's
exposure to less stable construction-oriented activities relative
to its traditional maintenance business.  Moody's is also
concerned that increasing emphasis on energy infrastructure, which
is more dependent on energy/commodity prices, could result in
greater earnings volatility.  For instance, Precision's sales are
currently projected to decline to $300 million in 2009 from
$500 million in 2008.

This rating was affirmed:

  -- Corporate family rating at Ba3;

  -- Probability-of-default rating at Ba3;

  -- $150 million senior unsecured notes due 2017 at B1 (LGD5,
     70%).  Point estimate revised from (LGD5, 71%).

The stable ratings outlook reflects Moody's expectation that
operating results will meaningfully improve in 2010 due to
contributions from acquisitions combined with potential
improvements in certain end-market conditions (such as wireless
and energy), such that, barring additional acquisitions, debt-to-
EBITDA will decline below 3.0 times over the and free cash flow to
debt will exceed 10%.

On January 13, 2009, Moody's affirmed MasTec's Ba3 corporate
family rating and the B1 rating on its senior unsecured notes.
The ratings outlook remained stable.  The ratings affirmation
followed the company's completion of the Wanzek acquisition.

MasTec, Inc., headquartered in Coral Gables, Florida, is a leading
specialty contractor operating mainly in the United States.  The
company generated revenues of approximately $1.5 billion for the
twelve months ended September 30, 2009.


MDWERKS INC: Reports $2.3 Million Net Loss for Sept. 30 Qtr.
------------------------------------------------------------
MDwerks Inc. said net loss attributable to common shareholders was
$2,377,364 for the three months ended September 30, 2009, compared
to net loss of $2,545,094 for the year ago period.  MDwerks posted
a net loss of $8,187,550 for the nine months ended September 30,
2009, from a net loss of $8,666,262 for the same period a year
ago.

Total revenue -- from service fees, financing income and claims
purchase revenue -- was $93,300 for the three months ended
September 30, 2009, compared to $236,650 for the year ago period.
Total revenue was $366,283 for the nine months ended September 30,
2009, compared to $702,360 for the year ago period.

At September 30, 2009, the Company had $4,921,273 in total assets
against $8,312,966 in total liabilities and $7,620,835 in
Mandatorily Redeemable Convertible Series B Preferred Stock.

The Company has suffered losses that raise substantial doubt about
its ability to continue as a going concern.  While the Company is
attempting to attain revenue growth and profitability, the growth
has not been significant enough to support the Company's daily
operations.  Management may need to raise additional funds by way
of a public or private offering and make strategic acquisitions.
While the Company believes in the viability of its strategy to
improve sales volume and in its ability to raise additional funds,
there can be no assurances to that effect.  The ability of the
Company to continue as a going concern is dependent on the
Company's ability to further implement its new business plan and
generate revenue.

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?4a85

The Form 10-Q was filed on November 23, one week after the Company
said it would delay the filing of the report.  The Company had
said it was not able to file its Form 10-Q by the prescribed due
date because it would not be able to collect all necessary
information to complete its consolidating and consolidated
financial statements for the period ended September 30, 2009.

Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK)
-- http://www.mdwerks.com/-- provides healthcare professionals
with automated electronic insurance claims management solutions
and advance funding of medical claims.

                      Going Concern Doubt

On April 2, 2009, Sherb & Co., LLP, in Boca Raton, Florida, raised
substantial doubt about MDwerks' ability to continue as a going
concern after auditing its financial results for the periods ended
December 31, 2008, and 2007.  The auditors pointed that the
Company has suffered recurring losses from operations; the Company
has a stockholders' deficiency of $6,138,432 and a working capital
deficiency of $1,504,676 at March 31, 2009.


MERUELO MADDUX: Exclusive Plan Proposal Period Expires Nov. 30
--------------------------------------------------------------
The Hon. Kathleen Thompson of the U.S. Bankruptcy Court for the
Central District of California extended the exclusive periods of
Meruelo Maddux Properties Inc. and its debtor-affiliates to file a
Chapter 11 Plan and to solicit acceptances of the Plan until
November 30, 2009, and January 28, 2010.  This is the second
extension granted to the Debtors.

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.
-- http://www.meruelomaddux.com/-- and its subsidiaries engage in
commercial and residential property development predominantly in
downtown Los Angeles and other densely populated urban areas in
California.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Peter C. Anderson, the
United States Trustee for Region 16, appointed five creditors to
serve on the Creditors Committee.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Professional Corporation, represent the Creditors Committee as
counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


MERUELO MADDUX: Pushes One-Day Auction on Building
--------------------------------------------------
Meruelo Maddux asked the Bankruptcy Court for permission to
proceed with a one-day auction of 28 of 214 units of 705 W. Ninth
building in Los Angeles, saying it wants to turn it to a condo
project, according to Curbed.com.

The Company estimates that the units could sell for between $415
and $500 per square foot, source says.  The sale could raise at
least $22.3 million, it notes.

The source relates Canyon Capital Realty of Century City that
provided $84 million in loan to the project wants to seize the
building.  Canyon Capital has asked for relief from automatic stay
to allow it to foreclose on the property.

                      About Meruelo Maddux

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.
-- http://www.meruelomaddux.com/-- and its subsidiaries engage in
commercial and residential property development predominantly in
downtown Los Angeles and other densely populated urban areas in
California.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Peter C. Anderson, the
United States Trustee for Region 16, appointed five creditors to
serve on the Creditors Committee.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Professional Corporation, represent the Creditors Committee as
counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


MOONLIGHT BASIN: Can Access $1.4 Million to Conduct Business
------------------------------------------------------------
The Associated Press says a federal judge authorized Moonlight
Basin to use the proceeds from a sale of $1.4 million to conduct
business as usual at the resort.

Company official said the ruling will ensure that lifts will be
running this December, AP notes.  Without the money from the sale,
the Company said it would have to discontinue operation
immediately.  The judge allowed the Company to use funds in its
bank account, and between $152,000 and $180,000.

A hearing, AP notes, set for Dec. 7, 2009, to consider approval of
$23 million loan from a hedge fund in Connecticut sought by the
Company.

Based in Ennis, Montana, Moonlight Basin Ranch LLP --
http://www.moonlightbasin.com/site/index.html-- operates resort
with 5500 acre ski resort, Jack Nicklaus 18-hole golf course, spa
and lodge.  The company and its affiliate filed for Chapter 11
protection on Nov. 18, 2009 (Bankr. D. Montana Lead Case No. 09-
62327).  Craig D. Martinson, Esq., and James A. Patten, Esq., at
Patten, Peterman, Bekkedahl & Gree PLLC, represent the Debtors in
their restructuring efforts.  In its petition, the Debtor listed
assets of between $100 million and $500 million, and $50 million
and $100 million.


MOONLIGHT BASIN: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Moonlight Basin Ranch LP filed with the U.S. Bankruptcy Court for
the District of Montana, its schedules of assets and liabilities,
disclosing:

  Name of Schedule                 Assets            Liabilities
  ----------------                 ------            -----------

A. Real Property                $121,000,000.00

B. Personal Property             $45,418,483.40

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                  $94,189,619.06

E. Creditors Holding
   Unsecured Priority
   Claims                                                   $0.00

F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $1,142,554.32
                                 --------------     -------------
TOTAL                           $166,418,483.40    $95,332,173.38

Ennis, Montana-based is a golf and ski resort in Montana.  The
Company field for Chapter 11 bankruptcy protection on November 18,
2009 (Bankr. D. Mont. Case No. 09-62327).  Craig D. Martinson,
Esq., and James A. Patten, Esq., who have offices in Billings,
Montana, assist the Debtor in its restructuring effort.  The
Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.

Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D.
Mont. Case No. 09-62329).  The company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


MOONLIGHT BASIN: Sec. 341 Meeting Set for December 9
----------------------------------------------------
U.S. Trustee for Region 18 will convene a meeting of Moonlight
Basin Ranch LP's creditors on December 9, 2009, at 10:00 a.m. at
400 North Main Street, 2nd FL CRTRM, Butte, MT 59701.

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.

Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski
resort.  The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. D. Mont. Case No. 09-62327).  Craig D.
Martinson, Esq., and James A. Patten, Esq., who have offices in
Billings, Montana, assist the Company in its restructuring effort.
The Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.

Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 petition on November 18, 2009 (Bankr. D. Mont. Case No.
09-62329), listing $10,000,001 to $50,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


MOONLIGHT BASIN: Taps Browning Kaleczyc as Special Counsel
----------------------------------------------------------
Moonlight Basin Ranch, L.P., has asked for permission from the
U.S. Bankruptcy Court for the District of Montana to hire
Browning, Kaleczyc, Berry & Hoven, P.C., as special legal counsel.

Browning Kaleczyc will, among other things, provide the Debtor
special counsel and representation before the Court in connection
with the claims brought by, and to be made against Lehman entities
and third parties.  Browning Kaleczyc will also provide the Debtor
general bankruptcy representation.

Browning Kaleczyc will be paid based on the hourly rates of its
professionals:

        Stanley T. Kaleczyc         $225
        Kimberly A. Beatty          $225
        Chad Vanisko                $150
        Christy McCann              $140
        Kati Kintli                 $140
        Jessie Luther               $130
        Genevieve Hanson            $100

Stanley T. Kaleczyc, et al., attorneys at Browning Kaleczyc,
assure the Court that the firm doesn't have interests adverse to
the interest of the Debtor's estates or of any class of creditors
and equity security holders.  The attorneys maintain that Browning
Kaleczyc is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

Ennis, Montana-based is a golf and ski resort in Montana.  The
Company field for Chapter 11 bankruptcy protection on November 18,
2009 (Bankr. D. Mont. Case No. 09-62327).  Craig D. Martinson,
Esq., and James A. Patten, Esq., who have offices in Billings,
Montana, assist the Debtor in its restructuring effort.  The
Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.

Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D.
Mont. Case No. 09-62329).  The company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


MOONLIGHT BASIN: Wants to Hire Patten Peterman as Bankr. Counsel
----------------------------------------------------------------
Moonlight Basin Ranch L.P. has sought the approval of the U.S.
Bankruptcy Court for the District of Montana to employ James A.
Patten and the Patten, Petterman, Bekkedahl & Green law firm as
bankruptcy counsel.

Patten Peterman will, among other things, provide the Debtor
general counseling and representation before the Court in
connection with the Debtors' Chapter 11 case.

Patten Peterman will be paid based on the hourly rates of its
professionals:

          James A. Patten             $275
          Patricia D. Peterman        $275
          Bruce O. Bekkedahl          $275
          W. Scott Green              $275
          Craig D. Martinson          $275
          Juliane E. Lore             $130
          Amanda R. Lenning           $130
          Diane S. Kephart            $110
          Valerie Cox                 $110
          Phyllis Dahl                $110
          Marcia Berg                 $110
          Leanne Beatty               $110
          April J. Schueler           $110

James Patten, attorneys at Patten Peterman, assures the Court that
the firm doesn't have interests adverse to the interest of the
Debtors' estates or of any class of creditors and equity security
holders.  The attorneys maintain that Patten Peterman is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

Ennis, Montana-based is a golf and ski resort in Montana.  The
Company field for Chapter 11 bankruptcy protection on November 18,
2009 (Bankr. D. Mont. Case No. 09-62327).  Craig D. Martinson,
Esq., and James A. Patten, Esq., who have offices in Billings,
Montana, assist the Debtor in its restructuring effort.  The
Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.

Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D.
Mont. Case No. 09-62329).  The company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


MPM TECHNOLOGIES: Reports $350,000 Net Loss for Sept. 30 Quarter
----------------------------------------------------------------
MPM Technologies, Inc., reported a net loss of $348,832 for the
three months ended September 30, 2009, from a net loss of $399,501
for the year ago period.  The Company reported a net loss of
$1,103,326 for the nine months ended September 30, 2009, from a
net loss of $1,210,318 for the year ago period.

Total revenues -- projects and parts and services -- were $182,245
for the three months ended September 30, 2009, from $246,351 for
the year ago period.  Total revenues were $542,885 for the nine
months ended September 30, 2009, from $473,867 for the year ago
period.

At September 30, 2009, the Company had total assets of $1,297,899
and total liabilities of $14,081,656, all current, resulting in
stockholders' impairment of $12,783,757.

The Company said it has not been able to generate any significant
revenues and has a working capital deficiency of $13,993,344 at
September 30, 2009.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern without
the raising of additional debt or equity financing to fund
operations.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4a79

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.


MSGI SECURITY: Posts $3.2MM Net Loss at Sept. Qtr; Has $223 Cash
----------------------------------------------------------------
MSGI Security Solutions, Inc., said net loss for the fiscal first
quarter ended September 30, 2009, widened to $3,248,936 from
$396,994 for the same period a year ago.  The Company reported $0
revenue.

At September 30, 2009, the Company had total assets of $1,773,652
against total liabilities of $16,635,939.  At June 30, 2009, the
Company had total assets of $2,046,211 against total liabilities
of $15,099,057.   The Company had stockholders' deficit of
$14,862,287 at September 30, from $13,052,846 at June 30.

The Company said it currently has limited capital resources, has
incurred significant historical losses and negative cash flows
from operations and has no current period revenues.  At
September 30, 2009, the Company had $223 in cash and no accounts
receivable. The Company believes that funds on hand combined with
funds that will be available from its various operations will not
be adequate to finance its operations requirements and enable the
Company to meet any of its financial obligations, including its
payments under convertible notes and promissory notes for the next
12 months.

The Company said certain promissory notes in the amount of
$960,000 were due February 28, 2009, $1,500,000 due March 31,
2009, $250,000 due on June 17, 2009 and $240,004 due on August 31,
2009.  These notes are technically in default, but none of the
lenders have made a claim of default and the Company is in the
process of negotiating extended terms for each of the debt
instruments.  Other promissory notes in the amount of $1,000,000
are due on December 13, 2009 and $400,000 is due on December 31,
2009.  All other convertible notes are due prior to June 30, 2010
and the Company does not have the funds to repay such notes.

"Further, there is uncertainty as to timing, volume and
profitability of transactions, if any, that may arise from our
relationship with The National Aeronautics and Space
Administrations (NASA) and others. There can be no assurance as to
the timing of when or if we will receive amounts due to us for
products shipped to customers prior to June 30, 2008, which
transactions have not yet been recognized as revenue," the Company
said.

The Company has ceased its business relationship with both Hyundai
Syscomm Corp. and Apro Media Corp. and a legal action has been
filed in the State of California naming both, among others, as
defendants.

"There are no assurances that any further capital raising
transactions will be consummated.  Although certain financing
related transactions have been successfully closed, failure of our
operations to generate sufficient future cash flow and failure to
consummate our strategic transactions or raise additional
financing could have a material adverse effect on the Company's
ability to continue as a going concern and to achieve its business
objectives.These conditions raise substantial doubt about the
Company's ability to continue as a going concern.  If the Company
is unable to raise additional funds, it may be forced to further
reduce, or cease operations, liquidate assets, or renegotiate
terms with lenders and others of which there can be no assurance
of success," the Company said.

As of September 30, 2009, the Company was authorized to issue
100,000,000 shares of common stock.  "If the holders of the
convertible promissory notes outstanding elect to convert their
holdings into common stock, and the holders of the stock options
and warrants outstanding elect to exercise their rights to
purchase common stock, the Company is obligated to have issued
approximately 109,000,000 shares of commons stock, which is in
excess of what we currently have authorized.  We plan to ask the
Company's shareholders to authorize the issuance of additional
shares or reverse split our common stock at our annual meeting.
However there is no guarantee that we will be able to obtain the
votes needed to obtain the additional authorized shares," the
Company said.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4a7b

The 10-Q report was filed November 23, a week after the Company
indicated it would delay the filing.  The Company had said the
compilation, dissemination and review of the information required
to be presented in the Form 10-Q cannot be completed by the
November 16 filing date, without undue hardship and expense to the
Company.

MSGI Security Solutions, Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- is a provider of proprietary
solutions to commercial and governmental organizations.  The
Company is developing a global combination of innovative emerging
businesses that leverage information and technology. The Company
is headquartered in New York City where it serves the needs of
counter-terrorism, public safety, and law enforcement and is
developing new technologies in nanotechnology and alternative
energy as a result of its recently formed relationship with The
National Aeronautics and Space Administration (NASA).


NATIONAL CONSUMER: Fitch Downgrades Issuer Default Rating to 'B'
----------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of National Consumer Cooperative Bank and its subsidiary NCB, FSB
to 'B' from 'BB-' and the ratings remain on Rating Watch Negative
following the review of the company's recent financial disclosure
showing substantial asset quality deterioration.  Approximately
$1.5 billion of debt is affected by this action.  A complete list
of ratings is provided at the end of this release.

Fitch's downgrade reflects severe asset quality deterioration that
has occurred over the past quarter, increased provisioning driving
a net loss of $21.7 million on a consolidated basis for the three
months ended Sept. 30, 2009 versus breakeven for the comparable
period in 2008 and a negative trend in capitalization.  Fitch is
concerned that the company's weak profitability will make
addressing impaired loans more challenging.  Total criticized
loans increased to $210.1 million at Sept. 30, 2009, from
$120 million at Dec. 31, 2008.  In addition, non-performing assets
increased to $100.6 million at Sept. 30, 2009 from $17.4 million
at Dec. 31, 2008.  Fitch believes based on current capital levels
and asset quality deterioration NCB will need to raise capital but
could be challenged based on the cooperative business model and
current capital market condition.

Near-term operating performance is expected to continue to be
negative as impaired loans continue to be a drag on earnings.  In
the current economic environment, many middle market businesses
that NCCB lends to in the healthcare, franchise, and hardware
markets are facing financial difficulties.  NCCB's overall
portfolio is expected to shrink reducing net interest income,
while the provision for losses is expected to remain high relative
to historical levels.  This increases the likelihood of another
unprofitable year and further reduction of capitalization in 2010.
FSB's current capital ratios are comparable to other similarly
rated banks and remains 'Well Capitalized' in accordance with
regulatory guidelines.

Fitch has downgraded the Individual ratings of NCCB and FSB to
'D/E' and 'D', respectively.  The Individual ratings of NCCB and
FSB have been differentiated primarily to reflect the better
funding and capitalization profile of FSB relative to NCCB.
Although NCCB is a government sponsored enterprise, Fitch does not
consider the potential for support in the rating.  The downgrade
of the trust preferred rating to the 'CC/RR6' level reflects
Fitch's view that the risk of deferral is heightened as a result
of increased capital needs.

On Nov. 16, 2009, NCCB entered into amendments of the forbearance
agreements which extended the forbearance period through Feb. 17,
2010.  Fitch understands that the company is working on potential
solutions to the forbearance but the longer the resolution takes
the increased probability of potential default exists.  Based on
the amount of assets available for repayment on the debt under
forbearance, Fitch views the prospects for recovery in the 90%-
100% range and assigns a Recovery Rating of '1' to the secured
debt.

Fitch will resolve the Negative Rating Watch upon satisfactory
resolution of the forbearance which is expected early February
2010.  Further negative rating actions could result from continued
deterioration in asset quality, lack of improvement in
capitalization ratios and/or negative liquidity needs driven by
resolution of forbearance.  Until a further agreement is reached
with the banks under the revolving credit facility, NCB does not
have access to the revolving line of credit.  FSB continues to
have access to Federal Home Loan Bank Advances and the Federal
Reserve.

Fitch has downgraded these ratings and the ratings remain on
Rating Watch Negative:

National Consumer Cooperative Bank

  -- Long-term IDR to 'B' from 'BB-';
  -- Individual to 'D/E' from 'D'.

NCB, FSB

  -- Long-term IDR to 'B' from 'BB-';
  -- Long-term deposit obligations to 'B+/RR3' from 'BB+';
  -- Individual to 'D' from 'C/D'.

NCB Capital Trust I

  -- Trust preferred stock to 'CC/RR6' from 'CCC'.

Fitch also rates these ratings which remain on Rating Watch
Negative:

National Consumer Cooperative Bank

  -- Senior secured debt 'BB/RR1'
  -- Short-term IDR 'B'.

NCB, FSB

  -- Long-term deposits 'BB+';
  -- Short-term IDR 'B';
  -- Short-term deposit obligations 'B'.

Fitch rates these:

National Consumer Cooperative Bank

  -- Support '5';
  -- Support floor 'NF'.

NCB, FSB

  -- Support '5';
  -- Support floor 'NF'


NATIONAL GOLD: Ch. 11 Trustee Seeks to Sell Hockey Season Tickets
-----------------------------------------------------------------
Daily Bankruptcy Review's Bankruptcy Beat reports Joseph J.
Luzinski, the Chapter 11 trustee for National Gold Exchange Inc.,
is seeking to sell its season tickets for Tampa Bay Lightning
games in the National Hockey League.  DBR says the move is part of
the Chapter 11 Trustee's effort to sell assets to repay creditors.

But Mr. Luzinski said chances of getting full price for the
$101.75 per seat tickets are slim, according

Individual game "tickets can be sold for anywhere between 30% and
70% below face value," Mr. Luzinski said in bankruptcy-court
papers, according to DBR.  Mr. Luzinski also noted that it appears
many other season ticketholders are trying to sell their seats and
that tickets typically are available at the box office on the day
of the game, DBR continues.

According to DBR, Mr. Luzinski suggested the company try to hawk
the Lightning tickets on eBay or Craigslist because listings on
those Web sites are free.  A classified ad in the in the Tampa
Tribune would cost the company $150, he said.

DBR notes that the Lightning in 2004 became the southernmost team
ever to win hockey's Stanley Cup.  As defending NHL champions, the
Lightning ranked second in total attendance.  This season,
according to DBR, the second-place Lighting sell only 74% of their
seats on average, according to ESPN.  That ranks second worst in
the 30-team league.  Phoenix Coyotes bring up the rear, selling
only 56% of their seats.

According to the Troubled Company Reporter on November 20, 2009,
James Thorner, staff writer at St. Petersburg Times, said National
Gold Exchange aims to emerge from bankruptcy as early as March.
The Company made the announcement after it reached a tentative
deal with its largest creditor Sovereign bank, Mr. Thorner
reported.  Under the deal, Mark Yaffee will liquidate his 30,000
square foot mansion in Tampa, sell off part of his antique music
machines, and turn over future profits to creditors.

Mr. Thorner reported the company has 60 days to come up with a new
reorganization plan to satisfy the bank.  A hearing is set for
March 3, 2010, to confirm the plan.

Robert Soriano represents the bank and Richard McIntyre represents
Mr. Yaffe, Mr. Thorner noted.

Tampa, Florida-based National Gold Exchange, Inc., operates a gold
and silver rare coin wholesaler.  The Company filed for Chapter 11
bankruptcy protection on July 24, 2009 (Bankr. M.D. Fla. Case No.
09-15972).  Richard J. McIntyre, Esq., at McIntyre, Panzarella,
Thanasides & Eleff, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in debts.


NEW ORIENTAL: Receives Non-Compliance Notice From Nasdaq
--------------------------------------------------------
New Oriental Energy & Chemical Corp. reported that it received
notification from the NASDAQ Listings Qualification Department
that the Company's stockholders' equity of $7,214,000, as reported
in the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2009, that it filed with the Securities and
Exchange Commission, does not comply with the minimum
stockholders' equity requirement of $10,000,000 for continued
listing on The NASDAQ Global Market pursuant to NASDAQ Listing
Rule 5450(b)(1)(A).  As a result, the Listing Qualifications Staff
is reviewing the Company's eligibility for continued listing on
The NASDAQ Global Market.

The Company has until December 4, 2009, to provide to the Listing
Qualifications Staff a definitive plan to achieve and sustain
compliance with NASDAQ Global Market listing requirements.  If the
plan is accepted, NASDAQ may grant the Company an extension of up
to 105 calendar days to regain compliance.  If the Listing
Qualifications Staff determines that the Company has not presented
an adequate plan, the Staff will provide written notice to the
Company that its common stock will be delisted from The NASDAQ
Global Market.  In such event, the Company may appeal the Staff's
decisions to a NASDAQ Listing Qualifications Panel.
Alternatively, the Company could apply to transfer its listing
from The NASDAQ Global Market to The NASDAQ Capital Market, if it
meets all requirements for continued listing on that market.

            About New Oriental Energy & Chemical Corp.

New Oriental Energy & Chemical Corp., listed on the NASDAQ Global
-- http://www.neworientalenergy.com/-- is an emerging coal-based
alternative fuels and specialty chemical manufacturer based in
Henan Province, in the PRC.  The Company's core products are Urea
and other coal-based chemicals primarily utilized as fertilizers.
Future growth is anticipated from its focus on expanding
production of coal-based alternative fuels, in particular,
methanol, as an additive to gasoline and dimethyl ether (DME),
which has been a cheaper, more environmentally friendly
alternative to LPG for home heating and cooking, and diesel fuel
for cars and buses.  All of the Company's sales are made through a
network of distribution partners in the PRC.


NOBLE INTERNATIONAL: Creditors File Objection to Liquidation Plan
-----------------------------------------------------------------
Magna Exteriors and Interiors and Magna Structure Systems filed an
objection with the U.S. Bankruptcy Court to Noble International's
First Amended Joint Plan of Liquidation.  BankruptcyData repors
that the Magna Entities, which assert claims against Noble, say
the Plan does not expressly provide that any liquidation of any
intellectual property assets will be subject to, among other
things, all prior orders of the Court, including, without
limitation, the rights granted to General Motors and Magna under
an accommodation agreement and an equipment purchase agreement.

                        The Chapter 11 Plan

Noble International, Ltd., and its debtor-affiliates filed with
the U.S. Bankruptcy Court for the Eastern District of Michigan
fine-tuned their amended joint plan of liquidation and a
disclosure statement explaining the plan.

Noble International's plan contemplates the sale of substantially
all of the Debtors' assets before the plan's effective date, free
and clear of all liens, claims, encumbrances and interests.

According to the disclosure statement, the plan, on the effective
date, any proceeds generated by the sale of the assets, after
satisfaction of all claims entitled to payment, will be
transferred to the liquidating trust.

A full-text copy of the Debtors' amended Disclosure Statement is
available for free at http://researcharchives.com/t/s?4a2d

A full-text copy of the Debtors' amended Plan of Liquidation is
available for free at http://researcharchives.com/t/s?4a2e

                     About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D. Mich. Case No. 09-
51720).  The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel.  Conway Mackenzie, Inc., has been tapped as
the Debtors' financial advisors.  The official committee of
unsecured creditors is represented by Jaffe Raitt Heuer & Weiss,
P.C.  The Debtors disclosed total assets of $190,763,000 and total
debts of $38,691,000, as of January 10, 2009.


NOVADEL PHARMA: Receives $113,944 From Sale of Shares to Seaside
----------------------------------------------------------------
NovaDel Pharma Inc. on November 20, 2009, had its ninth closing of
an offering pursuant to which Seaside 88, LP, purchased 500,000
shares of the Company's Common Stock at a price per share of $0.24
having an aggregate value of approximately $117,515, and, the
Company received net proceeds of approximately $113,944, after
deducting commissions and $1,500 in non-accountable expenses,
pursuant to the terms of the parties' Common Stock Agreement.

In June 2009, NovaDel Pharma entered into the Common Stock
Purchase Agreement with Seaside, whereby the Company agreed to
issue and sell to Seaside 500,000 shares of the Company's common
stock, $0.001 par value per share, once every two weeks for 26
closings over a 52-week period.  Pursuant to the terms of the
Agreement, at the initial closing, the offering price of the
Common Stock equaled 87% of the volume weighted average trading
price of the Common Stock during the trading day immediately prior
to the initial closing date.  At each subsequent closing, on each
14th day thereafter, the offering price of the Company's Common
Stock will equal 87% of the volume weighted average trading price
of the Common Stock for the 10-day trading period immediately
preceding each subsequent closing date.  If, with respect to any
subsequent closing, the volume weighted average trading price of
the Company's Common Stock for the three trading days immediately
prior to such closing is below $0.25 per share, then the
particular subsequent closing will not occur and the aggregate
number of Shares to be purchased shall be reduced by 500,000
shares of Common Stock.

                        3rd Quarter Results

On November 16, 2009, NovaDel Pharma reported that for the
quarter and nine months ended September 30, 2009, net loss was
$1.4 million, or $0.02 per share, and $5.2 million, or $0.09 per
share, respectively, compared to a net loss of $2.5 million,
or $0.04 per share, and $7.7 million or $0.13 per share,
respectively, for the quarter and nine months ended September 30,
2008.

For the quarter ended September 30, 2009, the loss from operations
was $1.4 million as compared to $2.5 million for the quarter ended
September 30, 2008.  The decrease of $1.1 million is attributable
to further reductions in overall spending as the Company has
postponed project related activities due to resource constraints.

As of September 30, 2009, the Company had $2.27 million in total
assets against $9.67 million in total liabilities, resulting in
stockholders' deficit of $7.40 million.  As of September 30, 2009,
NovaDel's cash and cash equivalents were $300,000.  The Company
had negative working capital of ($4.2) million as of September 30,
2009, as compared to working capital of $100,000 as of
December 31, 2008, representing a net decrease in working capital
of approximately ($4.3) million, principally due to the net cash
used in operations of ($3.6) million, the $1.0 million payment to
ProQuest against the First Tranche Notes slightly offset by the
proceeds of $700,000 received from Seaside 88, LP related to the
stock purchase agreement dated June 26, 2009.

On November 16, the Company announced an exclusive license and
distribution agreement with ECR Pharmaceuticals Company, Inc., a
wholly owned subsidiary of Hi-Tech Pharmacal Co., Inc. to
commercialize and manufacture ZolpiMist(TM) in the United States
and Canada.  ZolpiMist(TM) is the Company's oral spray formulation
of zolpidem tartrate approved by the FDA in December of 2008.

Under the terms of the agreement, ECR paid NovaDel $3 million upon
the execution of the agreement.  ECR will assume responsibility
for manufacturing and marketing the product in the United States
and Canada.  In addition, ECR will pay royalties of up to 15% on
net sales of ZolpiMist as well as an additional milestone payment
if sales reach a specified level.

On October 27, 2009, the Company entered into a licensing
agreement with privately held Mist Acquisition, LLC, to
manufacture and commercialize the NitroMist lingual spray version
of nitroglycerine, a widely prescribed and leading short-acting
nitrate for the treatment of angina pectoris.  Under the terms of
the agreement, the Company received a $1,000,000 licensing fee
upon execution of the agreement, and will receive milestone
payments totaling an additional $1,000,000 over the next 12 months
and ongoing performance payments of up to 17% of net sales.

Steven B. Ratoff, Chairman and Interim CEO said, "We believe that
these two agreements will allow us to initiate further development
of our product pipeline utilizing our patented NovaMist(TM) oral
spray technology."

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?4a87

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4a86

                      About Novadel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


NORTEL NETWORKS: Workers Lose Appeal for Severance Pay
------------------------------------------------------
Joe Schneider at Bloomberg News reports that the Court of Appeal
for Ontario dismissed appeals by the Canadian Auto Workers union,
representing employees who retired from Nortel, and by former
workers who were fired, for entitlement of retirement and
severance payments.

According to the report, the workers claimed that Nortel is
breaking Canadian labor laws by refusing to pay termination,
severance and vacation pay to the former employees.  The union
also argued that its labor agreement, covering 45 current
employees at Nortel, applies to workers who have retired and are
entitled to additional periodic payments under the company's
retirement plans as well as termination and severance payments.

Judge Stephen Goudge, however, ruled that the labor agreement
applies only to the current employees.  "Can it be said that the
payment required for the services provided by the continuing
employees of Nortel also extends to encompass the periodic
payments to the former employees" Judge Goudge wrote. "The answer
is clearly no."

Nortel has declined to make severance and termination payments,
saying that under bankruptcy protection those are unsecured
claims.  The former workers have to line up together with
unsecured creditors before being paid under a recovery plan to be
approved by the Courts.

                       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)


NUTRACEA: U.S. Trustee Appoints 5-Member Creditors Committee
------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, appointed five
members to the official committee of unsecured creditors in
the Chapter 11 cases of Nutracea.

The Creditors Committee members are:

1. BRYCON Corporation
   Attn: Jim Michaels
   6150 W. Chandler Blvd., No. 39
   Chandler, AZ 85226
   Tel: (480) 785-9911 Ext. 112
   Fax: (480) 785-9858

2. Farmers Rice Milling Company, Inc.
   Attn: Jeffrey Peters
   P. O. Box 788
   Baton Rouge, LA 70821
   Tel: (225) 922-4665
   Fax: (225) 922-5120

3. MSS Technologies, Inc.
   Attn: Jack Trierweiler
   1555 E. Orangewood Ave.
   Phoenix, AZ 85020
   Tel: (602) 387-2110
   Fax: (602) 256-6040

4. Trea, Inc.
   Attn: Peter Karegrannes
   4216 S. 36th Place
   Phoenix, AZ 85040
   Tel: (602) 438-1572
   Fax: (602) 438-1573

5. Wellington Foods, Inc.
   Attn: Tony Harnack, Jr.
   3250 E. 29th Street
   Long Beach, CA 90806
   Tel: (562) 989-0111
   Fax:  (562) 989-9322

The 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 Nutracea

Phoenix, Arizona-based Nutracea, a California corporation, filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
D. Ariz. Case No. 09-28817).  S. Cary Forrester, Esq., at
Forrester & Worth, PLLC, assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


PACIFIC ETHANOL: Prepares to Resume Ops. at Magic Valley Facility
-----------------------------------------------------------------
Pacific Ethanol, Inc., is preparing to resume production of
ethanol at its 60 million gallon per year Magic Valley facility
located in Burley, Idaho.  In February 2009, the Company suspended
production at the Magic Valley facility due to extended
unfavorable market conditions.  In May 2009, the Company's
subsidiaries which own its four ethanol production facilities,
including the Magic Valley plant, filed voluntary petitions under
Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware
in an effort to restructure their indebtedness.

Market conditions for producing ethanol have improved and the
Company plans to restart the Magic Valley facility in January
2010, subject to approval by the bankruptcy court, final
documentation and a number of other conditions, including rehiring
and training staff and restocking corn and other raw materials.
The bankruptcy court is expected to consider the planned restart
at a hearing on December 14, 2009, at which the lenders providing
debtor-in-possession financing for the Magic Valley facility are
expected to support the initiative.

                    About Pacific Ethanol, Inc.

Pacific Ethanol is the largest West Coast-based marketer and
producer of ethanol.  Pacific Ethanol has ethanol plants in Madera
and Stockton, California; Boardman, Oregon; and Burley, Idaho.
Pacific Ethanol also owns a 42% interest in Front Range Energy,
LLC, which owns an ethanol plant in Windsor, Colorado.  Pacific
Ethanol has achieved its goal of 220 million gallons per year of
ethanol production capacity in 2008.  In addition, Pacific Ethanol
is working to identify and develop other renewable fuel
technologies, such as cellulose-based ethanol production and
bio-diesel.

The Company has assets of $548,063,000 against total debts of
$362,630,000 as of September 30, 2009.  It has $11,336,000 in cash
and cash equivalents as of Sept. 30.

Five indirect wholly owned subsidiaries of Pacific Ethanol, Inc.
-- Pacific Ethanol Holding Co. LLC, Pacific Ethanol Madera LLC,
Pacific Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and
Pacific Ethanol Magic Valley, LLC -- commenced a case by filing a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code before the United States Bankruptcy Court for the District of
Delaware on May 17, 2009.

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PACIFIC LIFESTYLE: Unsecured Creditors to Recover 12% of Claims
---------------------------------------------------------------
Pacific Lifestyle Homes, Inc., filed with the U.S. Bankruptcy
Court for the Western District of Washington its Plan of
Reorganization dated November 17, 2009.

According to the Plan, each holder of an allowed priority tax
claim will be paid the full amount of its allowed priority tax
claim, on the effective date.  With respect to holders of other
claims and interests, only priority claims surety bond claims are
not impaired.

The Plan will be funded by a combination of the Debtor's cash on
hand as of the effective date, including all amounts in the
segregated DIP accounts, the exit financing, the equity
contribution and cash that is collected or generated by the
reorganized Debtor after the effective date.

A full-text copy of the Plan of Reorganization is available for
free at http://researcharchives.com/t/s?4a89

                 Treatment of Claims and Interests

Class 1 Priority Claims -- each holder of an allowed priority
claim will be entitled to receive cash in an amount sufficient to
render the allowed priority claim unimpaired, in full settlement,
release and discharge of the allowed priority claim.

Class 2 BofA Secured Claim -- the entire principal and interest
then outstanding on the BofA Note will be paid in full at the time
as all lots have been constructed and buyer has closed escrow but
in any event before the fifth anniversary of the effective date of
this Plan.

Class 3 KeyBank Secured Claim -- the Reorganized Debtor will pay
to KeyBank (i) commencing on the tenth of each month thereafter
until the KeyBank Note is fully paid or satisfied, the amount of
interest that accrues on the unpaid principal balance of the
KeyBank Note at the KeyBank Interest Rate through the last day of
the month immediately preceding the month in which the payment is
due.

Class 4 West Coast Bank Secured Claim -- interest will accrue on
the principal balance of the WCB Note at the WCB Interest Rate
from the effective date until the principal balance is paid in
full.

Class 5 Oregon Lien Claims -- the Reorganized Debtor will pay to
each holder of an Allowed Class 5 Claim, in cash from the proceeds
of the collateral securing the claim, the allowed amount thereof
pursuant to the terms of the Oregon Lien Order.  All Allowed Class
5 Claims will bear interest at the base interest rate from the
date of perfection of the statutory lien until payment.

Class 6 Washington Lien Claims -- in the event that there are
proceeds in excess of all amounts owed to BofA, KeyBank or WCB, as
the case may be, from the sale of any Home in the state of
Washington, the Reorganized Debtor will pay to each holder of an
Allowed Class 6 Claim, in cash from the proceeds of the collateral
securing the claim, the allowed amount thereof on the later of ten
business days after entry of a final order determining the
validity, priority and extent of the Class 6 Claim or after an
agreement is reached among the holder, the Reorganized Debtor and
the holder of the claim that is secured by a recorded trust deed
lien on the property on which the holder asserts a statutory lien
as to the allowed amount of the Class 6 Claim.

Class 7 Property Tax Lien Claims -- the Reorganized Debtor will
pay to each holder of an Allowed Class 7 Claim, in cash on the
effective date from the appropriate Segregated DIP Account.

Class 8 Surety Bond Claims -- the rights of the creditors holding
Class 8 Claims will remain unaltered.

Class 9 Warranty Claims -- the claims will be paid within 90 days
of the effective date or repairs will be commenced within 90 days
or as they come due to the extent that they have not otherwise
been paid or otherwise satisfied prior to the effective date.

Class 10 Small Unsecured Claims -- the Reorganized Debtor will pay
to each holder of a small unsecured claim, in cash, an amount
equal to 40% of the allowed amount thereof on the effective date
or soon thereafter as the allowed amount is determined.

Class 11 Other Unsecured Claims -- all other unsecured creditors
will receive an aggregate distribution of 12% of their allowed
claim, which distribution will be paid annually, on the
anniversary of the effective date for the next five years.  The
distributions will be made as: (i) 10% of the distribution amount
in 2011, which will be paid on the first anniversary of the
effective date; (ii) 15% of the distribution amount in 2012, which
will be paid on the second anniversary of the effective date,
(iii) 20% of the distribution amount in 2013, which will be paid
on the third anniversary of the effective date; (iv) 25% of the
distribution amount in 2014, which will be paid on the fourth
anniversary of the effective date; and (v) 30% of the distribution
amount in 2015, which will be paid on the fifth anniversary of the
effective date.

Class 12 Existing Interests -- the current holder of the interests
will be entitled to retain the interests in exchange for the
equity contribution to be made by Wann.

                      About Pacific Lifestyle

Based in Vancouver, Washington, Pacific Lifestyle Homes, Inc. is a
homebuilder throughout Southwest Washington and Northern Oregon.
The company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr.
W.D. Wash. 08-45328).  Brian A. Jennings, Esq., at Perkins Coie
LLP, in Seattle; Jeanette L. Thomas, Esq., and Steven M. Hedberg,
Esq., at Perkins Coie LLP, in Portland, Oregon, represent the
Debtor in the Chapter 11 case.  John R. Knapp, Jr., Esq., at
Cairnross & Hempelmann PS, represent the official committee of
unsecured creditors.  When the Debtor filed for protection from
its creditors, it listed between $50 million and $100 million each
in assets and debts.


PENN TRAFFIC: Asks Court to Extend Filing of Schedules by 45 Days
-----------------------------------------------------------------
The Penn Traffic Company and its units have asked the U.S.
Bankruptcy Court for the District of Delaware to move the deadline
for the filing of schedules of assets and liabilities and
statements of financial affairs by an additional 45 days.

Because the Debtors have more than 200 creditors, the deadline for
the filing of the Debtors' schedules and statements of financial
affairs is automatically extended to 30 days after the petition
date.  The Debtors say that an additional 45-day extension is
needed due to the Debtors' substantial size, scope and complexity
of their Chapter 11 cases and the volume of material that must be
compiled and reviewed by the Debtors in order to complete the
schedules.  The request, if granted by the Court, will allow the
Debtors to file the Schedules on the 75th day after the Petition
Date.

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PENN TRAFFIC: Sec. 341 Meeting Set for December 23
--------------------------------------------------
U.S. Trustee for Region 3 will convene a meeting of The Penn
Traffic Company's creditors on December 23, 2009, at 1:00 p.m. at
the J. Caleb Boggs Federal Building, 844 King Street, 2nd Floor,
Room 2112, Wilmington, DE 19801.

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.

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PENN TRAFFIC: Taps Haynes and Boone as Bankruptcy Counsel
---------------------------------------------------------
The Penn Traffic Company, et al., have sought the permission of
the U.S. Bankruptcy Court for the District of Delaware to hire
Haynes and Boone, LLP, as bankruptcy counsel, nunc pro tunc to the
Petition Date.

Haynes and Boone will, among other things:

     a. advise the Debtors concerning, and assisting in, the
        negotiation and documentation of financing agreements and
        debt restructurings;

     b. counsel the Debtors in connection with the formulation,
        negotiation, and consummation of a possible sale of the
        Debtors or their assets;

     c. review the nature and validity of agreements relating to
        the Debtors' interests in real and personal property and
        advise the Debtors of their corresponding rights and
        obligations;

     d. advise the Debtors concerning preference, avoidance,
        recovery, or other actions that they may take to collect
        and to recover property for the benefit of the estates and
        their creditors, whether or not arising under Bankruptcy
        Code Chapter 5;

     e. prepare on behalf of the Debtors necessary and appropriate
        applications, motions, pleadings, draft orders, notices,
        schedules, and other documents and review all financial
        and other reports to be filed in these bankruptcy cases;

     f. counsel the Debtors in connection with the formulation,
        negotiation, and promulgation of a plan of reorganization
        and related documents or other liquidation of the estates;

     g. work with and coordinating efforts among other
        professionals to attempt to preclude any duplication of
        effort among those professionals and to guide their
        efforts in the overall framework of Debtors'
        reorganization or liquidation; and

     h. work with professionals retained by other parties in
        interest in these bankruptcy cases to attempt to structure
        a consensual plan of reorganization, liquidation, or other
        resolution for Debtors.

The Debtors, by a separate application, are seeking to retain and
employ Morris, Nichols, Arsht & Tunnell LLP as Delaware co-
counsel, and Conway, Del Genio, Gries and Co., LLC, to perform
restructuring management services.  Haynes and Boone, Morris
Nichols and Conway will make every effort to avoid and minimize
duplication of services in these cases.

Haynes and Boone will be paid based on the hourly rates of its
professionals:

          Lenard M. Parkins, Partner          $895
          Michael E. Foreman, Of Counsel      $650
          Abigail Ottmers,  Associate         $445
          Matthew Russell,  Associate         $425
          David Liebenstein, Associate        $390
          Paul Fabsik, Paralegal              $240

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

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PENN TRAFFIC: Wants to Hire Morris Nichols as Co-Counsel
--------------------------------------------------------
The Penn Traffic Company and its debtor-affiliates seek permission
of the U.S. Bankruptcy Court for the District of Delaware to
employ Morris, Nichols, Arsht & Tunnell LLP as Delaware Co-
Counsel, nunc pro tunc to the Petition Date.

Morris Nichols will, among other things:

     (a) perform all necessary services as the Debtors' Delaware
         bankruptcy co-counsel, including, without limitation,
         providing the Debtors with advice and preparing necessary
         documents on behalf of the Debtors in the areas of
         restructuring and bankruptcy;

     (b) take all necessary actions to protect and preserve the
         Debtors' estate during the Chapter 11 cases, including
         the prosecution of actions by the Debtors, the defense of
         any actions commenced against the Debtors, negotiations
         concerning litigation in which the Debtors are involved
         and objecting to claims filed against the estates; and

     (c) prepare or coordinate preparation on behalf of the
         Debtors necessary motions, applications, answers, orders,
         reports and papers in connection with the administration
         of these Chapter 11 cases.

By separate application, the Debtors are seeking to retain and
employ the law firm of Haynes and Boone, LLP, as counsel, and
Conway, Del Genio, Gries and Co., LLC, to perform restructuring
management services.  Haynes and Boone, Morris Nichols and CDG
will make every effort to avoid and minimize duplication of
services in these cases.

Gregory W. Werkheiser, a partner at Morris Nichols, will be paid
based on the hourly rates of its professionals:

                Partners                  $480 to $725
                Associates                $265 to $445
                Paraprofessionals         $190 to $205
                Case Clerks                   $125

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

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PETTERS WORLDWIDE: Court Approves Payouts to Five Firms
-------------------------------------------------------
A bankruptcy court authorized Petters Group Worldwide to pay
$419,328 in fees and $2,393 in expenses to Linduqist and Vennum;
$567,908 in fees and $18,141 in expenses to Fafinski Mark &
Johnson; $10,000 in fees to Minneapolis lawyer Kevin Short;
$47,819 in fees and $1,398 in expenses to Moss & Barnett,
Minneapolis, reports Katharine Grayson, staff writer at St. Paul
Business Journal.

                   About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., and
Petters Group Worldwide, LLC, filed separate petitions for Chapter
11 relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


PILGRIM'S PRIDE: USDA Challenged Firm's Reorganization Plan
-----------------------------------------------------------
The U.S. Department of Agriculture is objecting to the
confirmation of the reorganization plan of Pilgrim's Pride Corp.,
claiming the Plan provides releases to the Company that could
wrongly excuse it from federal industry regulations.

The USDA objects to the discharge, injunction, exculpation, and
release terms and provisions of the Plan as being over-broad in
their application to the USDA and other agencies.  "There is no
authority to excuse non-compliance by the Debtor and the
Reorganized Debtor with applicable federal law and regulations or
to excuse, release, or bar appropriate actions by those agencies
under federal law and regulations," the USDA said.

                  Distributions Under Ch. 11 Plan

Pilgrim's Pride is scheduled to present its plan for confirmation
on December 8, 2009.  The deadline for ballots to be received by
the voting agent is December 1, 2009.  Pilgrim's Pride sees
emergence from bankruptcy before the end of December.

Under terms of the joint plan of reorganization, Pilgrim's Pride
has entered into an agreement to sell 64% of the new common stock
of the reorganized Pilgrim's Pride to JBS U.S.A. for $800 million
in cash.

The Plan, as amended, October 19, 2009, will be financed in part
by the sale of 64% of the stock to JBS for US$800 million, leaving
the remaining 36% of the stock, presumptively worth US$450
million, for existing equity holders.  All creditors will be paid
fully either in cash or through issuance of new debt.

Proceeds from the sale of the new common stock of the reorganized
Pilgrim's Pride to JBS will be used to fund cash distributions to
allowed claims under the plan.  Under the terms of the plan, all
creditors of the Debtors holding allowed claims will be paid in
full.  The Amended Plan also offers to pay priority tax claims
with postpetition interest, if applicable.

All existing Pilgrim's Pride common stock will be cancelled
and existing stockholders will receive the same number of new
common stock shares, representing 36% of the reorganized Pilgrim's
Pride in aggregate.  The plan also calls for an exit facility for
senior secured financing in an aggregate principal amount of at
least US$1.65 billion.

Since the proposed plan of reorganization represents a
"100% plan," with creditors being repaid in full, shareholders
represent the only impaired class and will be the only group
entitled to vote on the plan of reorganization.

The Equity Committee supports the Plan, noting that the Plan
results in an initial recovery to equity holders valued at upwards
of $450 million, with the potential to enjoy further appreciation
of their interests in the Reorganized Debtors (or a successor)
should their businesses continue to prosper.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PILGRIM'S PRIDE: American Appraisal Hired as Valuation Consultant
-----------------------------------------------------------------
Pilgrim's Pride Corp. and its units sought and obtained the
Court's authority to employ American Appraisal Associates, Inc.,
as valuation consultant nunc pro tunc to September 16, 2009.

William Snyder, the Debtors' chief restructuring officer, tells
the Court that the Debtors seek to employ American Appraisal for
the purpose of valuing the Debtors' tangible and intangible
assets to assist with establishing an opening balance sheet as of
the date of the Debtors' emergence from chapter 11.  The Debtors
have selected American Appraisal because of its extensive
experience and knowledge in the field of valuation consulting
services and because of its expertise in valuing business
enterprises.

As valuation consultant, the Debtors anticipate that American
Appraisal will provide these services, among others:

(a) perform calculation of the business enterprise value and
     undiscounted cash flows expected to result from the use and
     eventual disposition of Pilgrim's Pride Corporation's
     operating assets;

(b) identify and valuing intangible assets and estimating the
     remaining life of each intangible assets;

(c) value the personal property and real estate related to the
     idled facilities listed in the Engagement Letter;

(d) value the personal property and real estate related to the
     operating facilities listed in the Engagement Letter;

(e) review lease data for leased real property to assess the
     potential significance of any leasehold interests;

(f) review and analyzing market data regarding assets and
     liabilities comparable to that of the Debtors'; and

(g) provide such other valuation services for the Debtors as
     may be necessary or desirable, to the extent permitted
     under professional standards and as agreed to between the
     Debtors and American Appraisal.

The Debtors will pay American Appraisal a flat rate fee of
$493,000.  The Debtors will also reimburse the firm of necessary
expenses incurred to be paid in installments on a monthly basis.
The fee is comprised of:

  (i) $115,000 for services provided in assisting the Debtors
      with complying with accounting standards under SFAS 144 -
      the impairment analysis; and

(ii) $378,000 for performing services required under SOP 90-7 -
      the fresh start accounting services.

In the event that there is a change in scope of the services
required by the Debtors, a delay in the confirmation process or
any other similar event that requires additional services by
American Appraisal, American Appraisal will discuss these
additional services and confirm in writing with the Debtors any
additional necessary fee.  At the Debtor's request, American
Appraisal will bill any additional services on a flat fee basis
or an hourly basis as may be appropriate.  In the event the
Debtors request additional services to be billed on an hourly
basis, American Appraisal will do so at these rates:

Professional                         Hourly Rate
------------                         -----------
Managing Director                    $435 to $575
Director                             $340 to $445
Senior Manager                       $265 to $350
Manager                              $225 to $240
Senior Consultant                    $185 to $200
Consultant                           $150 to $165
Associate                            $135 to $145

American Appraisal's fees will be subject to review pursuant to
Section 330 of the Bankruptcy Code.

Christopher L. Rexroat, Esq., general counsel of American
Appraisal Associates, Inc., informed the Court that the firm
provides certain valuation services to the Debtors as an
"ordinary course professional" during the early months of the
Debtors' Chapter 11 cases.  American Appraisal has been paid in
full for its rendered services to the Debtors pursuant to the OCP
Order.

Mr. Rexroat assured the Court that American Appraisal is a
"disinterested person" as that term is defined in Section 101(14)
as modified by Section 1107(b) of the Bankruptcy Code.
Furthermore, American Appraisal does not hold interest materially
adverse to the interests of the Debtors' estates, creditors or
equity security holders, Mr. Rexroat maintained.

                     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: Equity Panel Has OK for Houlihan as Fin'l Advisor
------------------------------------------------------------------
The Official Committee of Equity Security Holders in Pilgrim's
Pride Corp.'s cases obtained the Court's authority to retain
Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor,
nunc pro tunc June 22, 2009.

Pursuant to an engagement letter entered into between the Equity
Committee and Houlihan Lokey, the firm has agreed to:

  (a) analyze business plans and forecasts of the Debtors;

  (b) evaluate the assets and liabilities of the Debtors;

  (c) assess the financial issues and options concerning (i) the
      sale of the Debtors, either in whole or in part, and (ii)
      the Debtors' Chapter 11 plan of reorganization or
      liquidation or any other Chapter 11 plan;

  (d) analyze and review the financial and operating statements
      of the Debtors;

  (e) provide other financial analyses as the Committee may
      require in connection with the bankruptcy cases;

  (f) assist in the determination of an appropriate capital
      structure for the Debtors;

  (g) assist with a review of the Debtors' employee benefit
      programs, including key employee retention, incentive,
      pension and other post-retirement benefit plans;

  (h) analyze strategic alternatives available to the Debtors;

  (i) evaluate the Debtors' debt capacity and enterprise
      valuation in light of their projected cash flows;

  (j) assist in the review of claims and with the
      reconciliation, estimation, settlement, and litigation
      with respect thereto;

  (k) assist the Committee in identifying potential alternative
      sources of liquidity in connection with any debtor-in
      possession financing, any Chapter 11 plan or otherwise;

  (l) represent the Committee in negotiations with the Debtors
      and third parties;

  (m) provide testimony in court on behalf of the Committee; and

  (n) provide other financial advisory and investment banking
      services as may be agreed on by Houlihan Lokey and the
      Committee.

Houlihan Lokey will be paid postpetition under the terms of the
Engagement Agreement as follows:

  -- $150,000 per month in cash from the Effective Date through
     termination of the Engagement Agreement.  The firm Monthly
     Fees will be paid on the first date permitted by the Court,
     and then on each monthly anniversary of the Effective Date;
     plus

  -- a cash fee of $1,750,000, earned and payable on the earlier
     to occur of (a) the date of receipt of initial
     distributions by the Equity Holders, and (b) the effective
     date of a "transaction."

"Transaction" will mean the first to occur of (a) the
confirmation of a Chapter 11 plan; (b) any merger, consolidation,
reorganization, recapitalization, business combination, or other
similar transaction; (c) the acquisition by a purchaser in a
single transaction or a series of transactions of all or
substantially all of the Debtors' assets or all or substantially
all of the outstanding or newly-issued shares of any Debtor's
capital stock; and (d) the closing of any other sale, transfer or
assumption of all or substantially all of the assets,
liabilities, or stock of the Debtors.

Houlihan Lokey will also be reimbursed for any necessary out-of-
pocket expenses.

The Engagement Letter also provides for the Debtors to indemnify
and hold harmless Houlihan Lokey from and against all losses,
claims, damages or liabilities arising from the firm's engagement
under the Engagement Letter.

Adam L. Dunayer, managing director of Houlihan Lokey Howard &
Zukin Capital, Inc., assures the Court that his firm does not
represent any interest adverse to the Equity Committee, the
Debtors, and their estates.  Mr. Dunayer also assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                           *     *     *

Judge Michael Lynn ruled that:

* Houlihan Lokey's compensation will be subject to approval by
   the Court;

* in determining the reasonableness of the Deferred Fee, the
   Court will consider all applicable factors established by
   Section 330 of the Bankruptcy Code and being binding
   precedent; assessment of the Deferred Fee under Section
   330(a)(3)(F) of the Bankruptcy Code will be based upon
   whether the Deferred Fee is comparable to the range of fees
   paid to investment bankers in comparable transactions both in
   and outside of bankruptcy court in this and other districts;
   and provided the number of hours spent by Houlihan Lokey's
   personnel during its engagement or during any given monthly
   period thereof will not be the sole factor in itself in
   determining the reasonableness of the Deferred Fee or the
   Monthly Fee; and

* the Debtors are authorized and required to indemnify, hold
   harmless, provide contribution to and reimburse Houlihan
   Lokey, pursuant to the Indemnification Provisions of the
   Engagement Letter.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PILGRIM'S PRIDE: Has OK to Tap Guantao for Anti-Dumping Probe
-------------------------------------------------------------
Pilgrim's Pride Corp. and its units seek the Court's authority to
employ the Guantao Law Firm as special counsel nunc pro tunc to
September 29, 2009, to represent the Debtors in the Anti-Dumping
and Countervailing Investigations.

Guantao is headquartered in Beijing.  It is one of the very few
Chinese law firms with substantial experience in representing
both domestic and foreign clients in anti-dumping,
countervailing, antitrust and government investigations,
compliance program and counseling projects.  Guantao's lawyers
have worked extensively with Chinese anti-dumping authorities,
including the Ministry of Commerce of the Peoples' Republic of
China (MOFCOM), the National Development and Reform Commission
and the State Administration for Industry and Commerce.  This
experience enables Guantao lawyers to serve the clients with the
most updated advice on the prevailing policies and to develop
solutions for matters like the Anti-Dumping and Countervailing
Duty Investigations.

The professional legal services that Guantao will render to the
Debtors with respect to the Anti-Dumping and Countervailing Duty
Investigations will include:

(a) Submitting registration documents to MOFCOM on behalf of
     the Debtors;

(b) Assisting the Debtors to fill in the MOFCOM questionnaires
     and submit the responses to MOFCOM;

(c) Assisting the Debtors to provide responses to MOFCOM
     supplementary questions;

(d) Participating in the hearings, if any, held by MOFCOM on
     behalf of the Debtors;

(e) Assisting the Debtors in the on-site verifications held by
     MOFCOM to the Debtors;

(f) Communicating with MOFCOM on behalf of the Debtors during
     the investigation process as requested by the Debtors; and

(g) Performing other work as requested by the Debtors in
    connection with the Anti-Dumping and Counterveiling Duty
    Investigations.

For its services, the Debtors propose to pay Guantao on an hourly
basis, plus reimbursement of actual, necessary expenses that
Guantao incurred in representing the Debtors.  Guantao's current
hourly rates are:

   Professional                      Hourly Rate
   ------------                      -----------
   Partners                          RMB 2500
   Associates                        RMB 1800
   Translation Services              RMB 500 per page

Guantao assisted Pilgrim's Pride Corporation as soon as the Anti-
Dumping and Countervailing Duty Investigations were initiated.
However, the preparation of the employment application has been
slightly delayed due to a mandatory Chinese Holiday that
commenced on October 1 and ended on October 8, 2009.

Shaosong Sun, Esq., a partner of the Guantao Law Firm, in
Beijing, China, assures the Court that Guantao is a
"disinterested person" as defined by the Bankruptcy Code and does
not hold an interest adverse to the Debtors' estates.

                     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: Sues Old Republic on Letter of Credit Dispute
--------------------------------------------------------------
Pilgrim's Pride Corporation has provided a letter of credit to
Old Republic Risk Management, Inc., to secure PPC's deductible
and other obligations in connection with "tail loss" under
certain expired Insurance Policies provided by ORRM to Gold Kist
Inc.  The Letter of Credit, which is currently in the amount of
$41.3 million, far exceeds the amount of security needed to cover
PPC's outstanding obligations under the Insurance Policies,
according to Martin A. Sosland, Esq., at Weil, Gotshal & Manges
LLP, in Dallas, Texas.

The Debtors, Mr. Sosland relates, have asked since October 2008,
that ORRM reevaluate the Letter of Credit.  Since that time, the
Debtors estimate that they have paid almost $500,000 in interest
on that portion of the Letter of Credit that was in excess of the
Debtors' actuary's contemporaneous estimate of PPC's outstanding
obligations under the Insurance Policies.  Although ORRM finally
provided a new estimate of the Debtors' future obligations under
the Insurance Policies on September 8, 2009, that estimate,
according to Mr. Sosland, continues to exceed the amount of
security needed to cover the Debtors' outstanding obligations
under the Insurance Policies by nearly $10 million.  Moreover,
although ORRM has conceded that it holds excessive security, it
has failed to execute the necessary documents to reduce the
amount of the Letter of Credit as it is required to do under its
agreement with PPC, Mr. Sosland adds.

The Letter of Credit expired on November 2, 2009.  Upon
information and belief, ORRM intends to draw on the Letter of
Credit in an amount that far exceeds the amount of security
needed to cover PPC's outstanding obligations under the Insurance
Policies, Mr. Sosland tells the Court.  Moreover, ORRM has
rejected PPC's last offer -- that in exchange for ORRM's
agreement to limit its draw on the Letter of Credit to an amount
that does not exceed its alleged estimate of expected loss, as
well as its agreement to cooperate with PPC with regard to
determining the amount of collateral required in the future, PPC
would agree to provide new security to ORRM upon emergence from
bankruptcy in an amount that reasonably estimates the expected
loss applicable to PPC's deductible obligations.

Drawing on the existing Letter of Credit in an amount that far
exceeds any good faith estimate of PPC's future obligations under
the Insurance Policies implicates the resources of the Debtors'
bankruptcy estates, Mr. Sosland asserts.  If ORRM was to
consummate its intended course of action, it would wrongfully
increase the amount of the Debtors' indebtedness to their
prepetition lenders, and thus the amount the Debtors will be
required to pay on the effective date of the Proposed Plan, if
that plan is confirmed in its present form, by up to $30 million,
Mr. Sosland tells the Court.

Accordingly, the Debtors file an adversary proceeding against
ORRM seeking declaratory relief and damages.

Specifically, the Debtors ask the Court:

  (a) for a declaration (i) as to the amount of the Collateral
      Requirement, (ii) that the Defendant is not entitled under
      the Program Agreement to hold security in excess of 70% of
      the Collateral Requirement, (iii) that ORRM has breached
      the Program Agreement by failing to reduce the Letter of
      Credit, and (iv) that ORRM's conduct has breached the
      implied covenant of good faith and fair dealing;

  (b) for damages for breach of contract in the amount of the
      sum of (i) all interest and other fees the Debtors
      wrongfully paid on the Letter of Credit, (ii) the amount
      of any draw ORRM makes on the Letter of Credit in excess
      of $11.3 million, (iii) the pre- and post-judgment
      interest, attorneys' fees, and expenses, and (iv) any
      other economic damages to be proved at trial;

  (c) for damages for breach of the implied covenant of good
      faith and fair dealing in the amount of the sum of (i) all
      interest and other fees the Debtors wrongfully paid on the
      Letter of Credit, (ii) the amount of any draw ORRM makes
      on the Letter of Credit in excess of $11.3 million, (iii)
      the pre- and post-judgment interest, attorneys' fees, and
      expenses, and (iv) any other economic damages to be proved
      at trial;

  (d) for disgorgement, to the extent that ORRM draws on the
      Letter of Credit in an amount that exceeds $11.3 million;
      and

  (e) for other and further relief as the Court deems equitable,
      proper, and just under the circumstances.

                     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)


PIXMAN NOMADIC: Expects to File Annual Fin'l Statements by Dec. 18
------------------------------------------------------------------
Pixman Nomadic Media Inc. updates on the delay in producing its
annual audited financial statements, management discussion and
analysis for the financial year ended June 30, 2009, as well as
corresponding Chief Executive Officer and Chief Financial Officer
certifications.

On October 27, 2009, Pixman announced that the filing of the
Annual Documents would be delayed beyond the prescribed time
limit.  This delay is attributable to a delay in the preparation
of an external auditor's report required in the production and
auditing of its annual financial statements.

Due to the restructuring previously announced on October 7, 2009
and the need to devote its energy and resources in furtherance of
its recapitalization process and the development of its new
applications for mobile devices, the Corporation announced it now
expects to file the Annual Documents on or before December 18,
2009.  The temporary layoffs completed in the restructuring
process have furthermore reduced the staff allocated to the
preparation of financial statements to a minimum.

For the same reasons, the Corporation moreover estimates that the
filing of the financial statements, management discussion and
analysis for the interim period ended September 30, 2009, as well
as corresponding Chief Executive Officer and Chief Financial
Officer certifications will be pushed beyond the delay prescribed
under applicable securities law.  The Corporation plans to file
the First Quarter Documents during the month of January 2010.

As of November 3, 2009, and as a consequence of the default in
filing the Annual Documents within the prescribed delay, the
Autorite des marches financiers issued a cease trade order on the
shares of Pixman.  Trading of Pixman shares on the TSX Venture
Exchange was consequently suspended.

Pixman is working closely with its auditors towards completing the
audit of its annual financial statement for the year ended
June 30, 2009 and to file is financial statements for the interim
period ended September 30, 2009 as soon as possible.

Pixman Nomadic Media Inc. -- http://www.pixmen.com-- is a Canada-
based media company offering a variety of nomadic multimedia
solutions and services to clients and agencies around the world.
The Company has two reportable segments: Nomadic Media Services
and International Licensing.  The Nomadic Media Services segment
provides and resells turnkey media services in North America and
Europe, including event planning, Pixman System deployment and
content development to customers seeking to promote brands,
companies and products.  The International Licensing segment
designs, manufactures, licenses and sells or leases Pixman
Systems.  Its subsidiaries include Pixman Europe S.L. and Pixman
USA Inc.  In September 2008, the Company acquired Pixnet Inc.,
owner of a proven technological platform in the area of mobile
content and digital signage management.  In December 2008, the
Company acquired Pixnet Inc.


RAHAXI INC: Sept. 30 Balance Sheet Upside Down by $4,051,640
------------------------------------------------------------
Rahaxi Inc. filed two earnings reports for the past couple of
weeks: The Company filed its annual report on Form 10-K for the
fiscal year ended June 30, 2009, on November 13 and its quarterly
report for the quarter ended September 30, 2009, on November 23.

The 10Q report was originally due November 16.  The Company said
it was in the process of preparing and reviewing the financial and
other information for the 10-Q report.  The Company said the Form
10-Q could not be completed on or before the November 16
prescribed due date without unreasonable effort or expense.

The Company posted a net loss of $1,132,279 for the fiscal first
quarter ended September 30, 2009, from $3,351,972 for the same
period a year ago.  Total revenue -- from transaction processing,
consulting services, and hardware and related items -- was
$1,237,942 for the September 30 quarter, compared to $1,246,485
for the year ago period.

At September 30, 2009, the Company had $3,209,612 in total
assets against $6,689,067 in total liabilities, resulting in
stockholders' deficiency of $4,051,640.

The Company posted a net loss of $17,983,146 for the fiscal year
ended June 30, 2009, from $23,150,901 for fiscal 2008.  Total
revenue -- from transaction processing, consulting services, and
hardware and related items -- was $5,225,160 for fiscal 2009,
compared to $6,259,707 for fiscal 2008.

At June 30, 2009, the Company had $3,223,447 in total assets
against $5,690,333 in total liabilities, resulting in
stockholders' deficiency of $2,999,671.

In its November 13, 2009 audit report on the Company's 10-K, RBSM
LLP in New York, noted the Company is experiencing difficulty in
generating sufficient cash flow to meet it obligations and sustain
its operations, which raises substantial doubt about its ability
to continue as a going concern.

In its 10-Q report, the Company said it believes that anticipated
revenues from operations will be insufficient to satisfy its
ongoing capital requirements for the next 12 months.  If the
Company's financial resources are insufficient, the Company will
require additional financing to execute its operating plan and
continue as a going concern.  "The Company cannot predict whether
this additional financing will be in the form of equity or debt,
or be in another form.  The Company may not be able to obtain the
necessary additional capital on a timely basis, on acceptable
terms, or at all.  In any of these events, the Company may be
unable to implement its current plans for expansion, repay its
debt obligations as they become due, or respond to competitive
pressures, any of which circumstances would have a material
adverse effect on its business, prospects, financial condition and
results of operations," the Company said.

Management intends to raise financing through the sale of the
Company's stock in private placements to individual investors.
Management may also raise funds in the public markets.  Management
believes that with this financing, the Company will be able to
generate additional revenues that will allow the Company to
continue as a going concern.  This will be accomplished by hiring
additional personnel and focusing sales and marketing efforts on
the distribution of product through key marketing channels
currently being developed by the Company.  The Company may also
pursue the acquisition of certain strategic industry partners
where appropriate, and may also seek to raise funds through debt
and other financings.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4a82

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?4a83

Rahaxi, Inc., provides payment services and processing.  Its
principal offices are in Wicklow, Ireland; the Company also has
offices in Helsinki, Finland; and Santo Domingo, the Dominican
Republic.


PROTOSTAR LTD: Wants Exclusivity Extension Until February
---------------------------------------------------------
ProtoStar Ltd. asks the Bankruptcy Court to extend the exclusive
periods during which only it may file a Chapter 11 plan and
solicit acceptances of the plan until February 25 and April 26,
respectively.

ProtoStar says it is seeking a three-month extension as a
precautionary measure.  It is confident that its plan will be
confirmed on schedule.

The hearing to consider the adequacy of the disclosure statement
explaining ProtoStar's Chapter 11 plan has been adjourned to
a "date to be determined".  The ProtoStar disclosure statement was
vague about creditors' recoveries because the second of two
satellites won't be sold at auction until Dec. 15.

As reported by the TCR on Nov. 12, ProtoStar has won approval to
sell the ProtoStar I satellite and related equipment for $210
million to an affiliate of Intelstat Holdings Ltd.  The auction of
the ProtoStar II satellite is set for Dec. 15.  The hearing for
approval of the sale is Dec. 18.

The Official Committee of Unsecured Creditors has a suit pending
where it contends secured lenders don't have valid liens securing
aUS$10 million working capital loan and US$183 million in 12.5%
and 18% secured notes.  The creditors believe the noteholders and
working capital lenders filed notices of their security interests
in the wrong place, as a result invalidating their liens.  If the
Creditors Committee wins the lawsuit, the lenders would have an
unsecured creditor status and they won't be paid ahead of other
creditors.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.  In their
petition, the Debtors listed between US$100 million and US$500
million each in assets and debts.  As of December 31, 2008,
ProtoStar's consolidated financial statements, which include non-
debtor affiliates, showed total assets of US$463,000,000 against
debts of US$528,000,000.


READER'S DIGEST: Asks for Plan Exclusivity Until Feb. 22
--------------------------------------------------------
Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has
the exclusive right to file a plan of reorganization for a period
of 120 days after the Petition Date.  If a debtor files a plan
within that 120-day exclusivity period, Section 1121(c)(3)
provides 60 additional days during which the debtor has exclusive
right to solicit votes with respect to that Plan.

The period during which only the Debtors may file a Plan will
expire on December 22, 2009, and the period during which only the
Debtors' Plan may be considered for acceptance or rejection will
expire on February 20, 2010.

By this motion, the Debtors ask the Court to extend the deadline
within which they may exclusively:

  (i) file a Plan through February 22, 2010, and

(ii) the period within which they may solicit acceptances of
      that Plan through April 22, 2010.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, tells the Court that the request is precautionary, insofar
as the Debtors filed their plan of reorganization and disclosure
statement shortly after filing the Chapter 11 cases, and
anticipate that solicitation on the Plan will have commenced as of
the hearing date on the request.  He adds that the Debtors are
moving expeditiously towards emergence with a scheduled
confirmation hearing date of January 15, 2010.

Against this backdrop, Mr. Sprayregen avers that it is the
Debtors' intention and hope not to have to utilize an extension of
the Exclusive Periods to file another Plan or solicit votes.
Nevertheless, because the present Exclusive Filing Period expires
on December 22, 2009, he asserts that prudence dictates seeking an
extension of the Exclusive Periods in the event additional time is
needed to obtain confirmation of the Plan.

The Debtors assert that ample cause exists to extend the Exclusive
Periods because within approximately three months since commencing
the Chapter 11 cases, they have (i) made significant good-faith
progress on important procedural, financial and operational
initiatives, (ii) filed a Chapter 11 Plan that effects a highly
complicated de-leveraging transaction, including the elimination
of approximately $1.6 billion of debt, and (iii) prepared to
emerge from Chapter 11 with a de-levered capital structure and the
enhanced ability to achieve further growth.

Mr. Sprayregen also points out that since the Petition Date, the
Debtors have, among other things:

  -- worked diligently to address myriad creditor concerns
     occasioned by the commencement of the bankruptcy cases;

  -- prepared and filed their statement of financial affairs and
     schedules of assets and liabilities;

  -- established November 16, 2009 as the claims bar date for
     the filing of prepetition claims and successfully
     implemented Court-approved noticing of the Bar Date;

  -- addressed key operational restructuring issues by obtaining
     authority to:

        * assume, on amended terms, the sublicense agreement
          related to the Time Life business;

        * assume certain executory contracts; and

        * reject certain executory contracts and unexpired
          leases;

  -- negotiated, prepared and filed their Plan and Disclosure
     Statement;

  -- prepared and filed the motion to approve, among other
     things, the Disclosure Statement and the Debtors'
     solicitation and tabulation procedures for voting on the
     Plan; and

  -- negotiated an agreement establishing the discovery protocol
     and scheduling in connection with confirmation of the Plan
     with the Official Committee of Unsecured Creditors and the
     Reader's Digest Retiree Group.

A hearing will be held on December 7, 2009, to consider the
request.  Objections are due December 2.

               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: Proposes to Enter Into 2 Corporate Office Leases
-----------------------------------------------------------------
The Reader's Digest Association, Inc., and its Debtor affiliates
seek the Court's authority to enter into two new non-residential
leases of real property for their corporate offices, pursuant to
Section 363(b) of the Bankruptcy Code.

The New Leases are for properties located at:

  (1) 750 Third Avenue, in New York, New York, pursuant to an
      agreement between Reader's Digest, as sub-tenant, and
      Advance Magazine Publishers, Inc., as sub-landlord; and

  (2) 44 South Broadway, in White Plains, New York, pursuant to
      an agreement by and between Reader's Digest, as tenant,
      and 44 South Broadway Property LLC, as landlord.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, contends that entry into the New Leases is critical to
implementing the Debtors' long-term space planning initiatives,
pursuant to which the Debtors expect to generate annual cash
savings over $4.5 million and, over the terms of the New Leases,
total cash savings with a net present value of $17.1 million,
through the consolidation and relocation of their primary
corporate offices and global headquarters.

As of the Petition Date, the Debtors were party to 23 domestic
leases in 14 states, occupying a total of 887,000 square feet.  As
a result of various prepetition and ongoing cost saving
initiatives and other strategic plans designed to increase
profitability and optimize the cost structure of the Debtors'
business, including workforce reductions, business dispositions,
outsourcing initiatives and consolidation of various operations to
reduce corporate overhead, the Debtors have significant excess
space per person relative to industry standard metrics.
Accordingly, as part of their long-term strategic business
planning efforts, the Debtors implemented a real estate and space
planning initiative with the goal of reducing occupied square
footage and annual facilities costs through rejecting burdensome
real property leases and relocating to new leased property more
appropriate for the Debtors' current and post-emergence needs.

As part of their Space Planning Initiative, the Debtors also
considered the tangible and intangible benefits of consolidating
and relocating their primary corporate offices to more functional
office space in urban environments to encourage productivity and
attract talent.  Because the vast majority of the Debtors' excess
space is concentrated in the New York metro area, with two-thirds
of the Debtors' domestic employees located in three New York area
properties governed by five leases, the Debtors have spent
significant time evaluating their options with respect to their
current New York area leases, mindful of the fortuitous
intersection of favorable market conditions for commercial
property lessees and the opportunity to reject burdensome leases
afforded by these Chapter 11 cases.

The Debtors currently maintain their primary corporate offices and
global headquarters in Chappaqua, New York, and maintain offices
for editorial, advertising and sales functions, among other
things, in connection with their Reader's Digest and Every Day
with Rachael Ray magazines New York City.  In Chappaqua, the
Debtors are tenants under two separate leases for various spaces
at their primary corporate headquarters location.  In New York
City, the Debtors operate their Every Day with Rachael Ray
business and conduct editorial, advertising and sales functions
for the Reader's Digest magazine from two separate locations
pursuant to two separate lease agreements and a sub-lease.

The Debtors and their real estate broker have identified and
evaluated more than 90 potential options in three states and
conducted 34 site visits.  As a result of the efforts, the Debtors
have identified an opportunity to enter into a sub-lease at the
new location in New York City that will allow the Debtors to
consolidate their current New York City operations under one roof
and relocate members of the Debtors' senior management and
supporting staff, and some editorial functions, to the city.  The
Debtors have also identified a new lease location in White Plains,
New York, that is appropriate for the corporate support functions
currently performed at the Debtors' Chappaqua offices and which
provides an efficient corridor, by train, to the new global
headquarters location.

Mr. Sprayregen tells the Court that the New Leases reflect
favorable agreements for the Debtors.  He relates that the
Debtors' expected capital outlays associated with the moves and
build out of the new premises are approximately $8.9 million.  The
Debtors estimate, however, that their relocation and consolidation
plan will allow the Debtors to realize average cash-flow savings
of approximately $4.5 million per year.  Thus, the Debtors expect
to realize a return on the one-time, upfront capital expenditure
and move costs required to complete the relocation and
consolidation in slightly over two years.

Full-text copies of the summary of the salient terms of the New
Leases are available for free at:

  http://bankrupt.com/misc/RDA_NewYork_Leases.pdf
  http://bankrupt.com/misc/RDA_WhitePlains_Leases.pdf

Thomas A. Williams, Reader's Digest's chief financial officer and
senior vice president, and Mitchell Konsker, vice chairman of
Cushman & Wakefield, Inc., file separate declarations in support
of the request.

The Court will commence a hearing on December 7, 2009, to consider
the request.  Objections are due December 2.

               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: Proposes to Pay Seiden Krieger
-----------------------------------------------
The Reader's Digest Association Inc. and its units notify the
Court and parties-in-interest that they will present on
December 7, 2009, a request for authority to pay for the services
of Seiden Krieger Associates, Inc., for assisting the Debtors and
their prepetition lenders in the process of identifying
individuals to serve as members of the board of directors of The
Reader's Digest Association, Inc., after the Debtors emerge from
Chapter 11.  Objections to the request are due
December 2.

Pursuant to Section 1129(a)(5) of the Bankruptcy Code, the
identities of the members of the post-emergence Board of the
reorganized Debtors along with certain related information are
required to be disclosed prior to confirmation of a plan of
reorganization.  James H.M. Sprayregen P.C., Esq., at Kirkland &
Ellis LLP, in New York, notes that the Debtors' proposed plan of
reorganization provides, in part, that the initial Board of
Reorganized RDA Holding, Inc., and Reorganized Reader's Digest,
which will initially be mirror boards, will consist of seven
directors.

In the weeks leading to the commencement of their Chapter 11
cases, the Debtors engaged in extensive negotiations with their
prepetition secured lenders regarding a comprehensive debt
restructuring and, ultimately, prepetition secured lenders holding
more than 80% of the Debtors' prepetition bank debt executed a
restructuring support agreement -- RSA -- setting forth the terms
of a proposed restructuring plan that provides for the conversion
of approximately $1.2 billion of prepetition secured debt into
nearly 100% of the equity in the Reorganized Debtors.

The Board selection process was agreed upon in connection with the
execution of the RSA.  The Debtors, JPMorgan Chase Bank, N.A., as
the Prepetition Agent, and an informal steering committee of
Prepetition Lenders concluded that Seiden Krieger is best suited
to provide the specialized services required in selecting the New
Board.

The terms of the Seiden Krieger employment arrangement are set
forth in an engagement letter.  Seiden Krieger will assist in
identifying and selecting potential individuals to serve as
members of the New Board and may further advise on certain other
matters related to the formation of the New Board.

In light of the services Seiden Krieger will provide, the Debtors
do not believe that Seiden Krieger is a "professional" within the
meaning of Sections 327(a), 328(a) and 1103(a) of the Bankruptcy
Code.  Moreover, the Prepetition Agent on behalf of the
Prepetition Lenders -- and not the Debtors -- is the entity
retaining Seiden Krieger, although the Debtors' estates will pay
for Seiden Krieger's services, Mr. Sprayregen says.  Thus, the
Debtors believe that Seiden Krieger's services are more
appropriately authorized and paid for pursuant to Section 363 of
the Bankruptcy Code, to the extent applicable.

By this motion, the Debtors seek the Court's authority, to the
extent required, to have Seiden Krieger retained, pursuant to
Section 363 and consistent with the terms of the RSA.  The Debtors
believe that employing Seiden Krieger is in the ordinary course of
business.  However, in an abundance of caution, the Debtors ask
the Court's approval of the employment arrangement, to the extent
required under Section 363.

Since its founding in 1984, Mr. Sprayregen relates that Seiden
Krieger has become one of the top boutique executive search firms,
having been named several times by respected industry observers as
among the leading executive search firms in North America.

Seiden Krieger will be paid a flat fee of $125,000 for its
services, which fee is payable in three installments: (i) due at
the commencement of the assignment, (ii) due upon the commencement
of interviewing candidates, and (iii) due when the search has been
concluded or terminated by the Prepetition Lenders.  Seiden
Krieger will also be entitled to receive prompt reimbursement of
all reasonable out-of-pocket, recruiting-related expenses Seiden
Krieger incurs in connection with the services it provides.  The
Debtors submit that the proposed compensation arrangement is
comparable to other similar engagements entered into by Seiden
Krieger and other executive search consultants both in and out of
Chapter 11.

               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: Wants March 22 Lease Decision Deadline
-------------------------------------------------------
Section 365(d)(4) of the Bankruptcy Code provides that a debtor's
unexpired lease of nonresidential real property will be deemed
rejected if the trustee does not assume or reject the unexpired
lease by the earlier of (i) the date that is 120 days after the
order for the relief, or (ii) the date of entry of an order
confirming a plan.  Section 365(d)(4) provides, however, that the
court may extend the period prior to the expiration of the 120-day
period for 90 days on the debtor's motion for cause.

As of the Petition Date, the Debtors were tenants under 23 non-
residential real property leases across 14 states.  Generally, the
Debtors do not own the property from which they conduct their
operations; instead, they lease nonresidential real property, some
of which has been subleased to third parties.  The Debtors' real
property leases are assets of the bankruptcy estates and an
important element to the continued operation of their businesses,
James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, tells Judge Drain.

In connection with their ongoing restructuring efforts, the
Debtors have eliminated burdensome leases and sub-leases, Mr.
Sprayregen relates.  Due to the size and complexity of the
Debtors' businesses, however, he asserts, the Debtors are still
involved in a careful and comprehensive evaluation of these
remaining 16 nonresidential real property leases and have not yet
completed their review process:

                                                    Lease
Debtor/Party            Counterparty            Expiration Date
------------            ------------            ---------------
Reader's Digest Sales   100 Bush Corporation      09/30/2011
& Services, Inc.

The Reader's Digest     260/261 Madison           07/31/2012
Association, Inc.       Equities Corp.

AllRecipes.com, Inc.    3317 3rd Ave S.           10/31/2010
                        Limited Partnership

Compass Learning, Inc.  CR IV Industrial, L.P.    04/30/2011

World Almanac           Duke Construction         08/15/2016
Education Group, Inc.   Limited Partnership

World Almanac           aNETorder, Inc.           08/15/2016
Education Group, Inc.

Reiman Media            Grandhaven LLC            01/31/2010
Group, Inc.

Direct Holdings         KBS Capital Advisors LLC  02/28/2015
Americas, Inc.

The Reader's Digest     Makovsky and Company Inc. 03/31/2010
Association, Inc.

Reader's Digest Sales   Parkway 233 North         02/28/2010
& Services, Inc.        Michigan, LLC

Home Service            Roseville Properties      10/31/2013
Publications, Inc.      Management Company, Inc.

The Reader's Digest     SG Chappaqua A LLC        12/21/2024
Association, Inc.

The Reader's Digest     SG Chappaqua B LLC        09/21/2017
Association, Inc.

Weekly Reader           1050 Taylors Lane         12/31/2011
Corporation             Associates, L.P.

Reader's Digest Sales   Timberland One LLC        01/31/2012
& Services, Inc.

The Reader's Digest     Wohio Holding Inc.        04/30/2017
Association, Inc.

As the Debtors continue to look for ways to enhance the
competitiveness of their global operations to achieve the
necessary cost savings and operational effectiveness envisioned in
their revised strategic business plan, they may well require use
of the tools afforded a Chapter 11 debtor, including modifying or
eliminating burdensome leases, Mr. Sprayregen tells the Court.  In
the meantime, he reveals, the Debtors are currently paying and
will continue to pay for the postpetition rent obligations that
arise under the Unexpired Leases.

By this motion, the Debtors ask the Court, pursuant to Section
365(d)(4) of the Bankruptcy Code, to extend their time to decide
whether to assume or reject the Unexpired Leases through
March 22, 2010, which date reflects a 90-day extension of the
current lease disposition deadline of December 22, 2009.

Mr. Sprayregen says the relief sought is precautionary.  He notes
that the Debtors are moving expeditiously to accomplish their
reorganization.  While the Debtors are continuing their strategic
review of unexpired real property leases, he contends that they
may not complete their review or be in a position to determine
whether to assume or reject all of the Unexpired Leases by the
expiration of the current deadline.  The Debtors, he asserts,
therefore, require additional time to complete their analysis and
make a determination with respect to each of the Unexpired Leases.

             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: Bear Stearns, et al., Transfer Claims to Chase Lincoln
-----------------------------------------------------------------
Pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy
Procedure, Bear Stearns Investment Products Inc., Bear Stearns &
Co., Inc., and Bear Stearns Investment Products Inc., disclosed in
separate filings that they transferred a total of 33 claims to
Chase Lincoln First Commercial Corp., aggregating $318,592,983:

    Transferred
      Claim No.     Transferred Claim Amount
    -----------     ------------------------
       11229             $153,585,649
       11460               43,321,401
        9344               41,678,077
        9454               27,222,787
       11463               13,865,562
       11462                6,694,485
        8038                5,026,911
       12290                4,877,910
       11551                3,395,701
        9938                2,473,118
         520                2,308,823
       12033                1,743,831
       11461                1,616,343
        8039                1,280,832
       11556                1,169,250
        8498                1,158,152
       11464                1,040,818
       11466                1,003,174
       11553                  886,196
          32                  698,503
        9879                  669,199
        5058                  653,263
        9923                  486,271
        9935                  350,609
       11557                  329,402
        9858                  329,640
       11465                  189,575
        9934                  179,540
        9881                  177,877
        9941                   66,393
       11433                   61,158
       11434                   35,202
        9856                   17,331

Claim Liquidation Corp. also transferred 16 claims, totaling
$208,350,340, to Chase Lincoln:

    Transferred
      Claim No.     Transferred Claim Amount
    -----------     ------------------------
        14251              $65,518,141
        10125               50,740,450
        10079               22,971,000
        11037               16,737,000
        13000               11,277,504
        13277               12,339,131
        13912               10,261,000
        10471                7,967,683
        12315                4,211,887
        10730                2,699,077
        13002                1,906,208
        10472                  800,165
         9973                  602,283
        10470                  184,653
        10476                  121,251
         9968                   12,907

Meanwhile, Morgan Stanley Senior Funding, Inc., informed the Court
and parties-in-interest that on November 18, 2009, Nikko Future
Funds disclosed that it transferred Claim No. 10015 for
$1,355,107.  Morgan Stanley's disclosure is in accordance with
Rule 3001(e) of the Federal Rules of Bankruptcy Procedure.

                         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 Reducing GECC Claims to $588,000
-------------------------------------------------------
Albert Togut, solely as Chapter 7 trustee for the estate of
Refco, LLC, and GE Capital, entered into a stipulation resolving
Claim Nos. 431, 432, 433, 434, 435, 436, 437, 438, 439, 440, 441,
442, 443, 444, 445, 446 and 447 filed by GE Capital.

As previously reported, GE Capital filed 17 claims, aggregating
$767,413, in connection with the rejection of certain equipment
leases.  Mr. Togut sought to reduce the GE Claims, disputing GE
Capital's allegation that it was entitled to payment based on the
residual value of leased equipment, sales tax, other asserted
payment arrears and damage calculations.  Mr. Togut further
contended that GE Capital had not satisfied its burden of
mitigating its alleged damages following the return of the leased
equipment.

To resolve the GE Claims and the Claims Objection, the Chapter 7
Trustee and GE Capital stipulate that the GE Claims will be
allowed in the Chapter 7 case in the reduced amount of $588,000.

Allowance of the GE Claim as reduced under the terms of the
Stipulation will be in full and final satisfaction of any and all
claims of GE Capital against the Chapter 7 Debtor's estate.  The
Chapter 7 Trustee and GE Capital agree to release all claims or
causes of action that they may own against each other.  However,
the Stipulation will not release or discharge the Chapter 7
Debtor's estate and the Trustee from any obligation.

                         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)


REMEDIATION FINANCIAL: Court Continues DS Hearing on January 6
--------------------------------------------------------------
The Hon. Charles G. Case II of the U.S. Bankruptcy Court for the
District of Arizona will continue the hearing on RFI Realty, Inc.,
et al.'s amended disclosure statement on January 6, 2010, at
10:00 a.m.  The hearing will be held at Courtroom No. 601, 230 N
First Ave., Phoenix, Arizona.

According to the Disclosure Statement, the Plan implements, and
continues to abide by, several major settlements and agreements
entered into by the Debtors during the proceedings.  The Debtors
believe that, together, the agreements and the Plan provide the
most efficient and cost-effective means for payment of claims
through sale of the Debtors' most valuable assets -- the real
property and entitlements, and associated claims and other assets.

The Plan implements the key agreements, which create a very
substantial fund for the remediation of the real property, provide
for the sale of substantially all of the Debtors' assets, and
otherwise settle and resolve claims.

The Plan provides for the payment in full of all administrative
claims and expenses and all other claims.  Sale proceeds will be
used to pay past or future priming liens as may be necessary to
fund operating and administrative payments.  The necessity for the
priming liens is reduced to the extent that administrative and
operating expenses are able to be funded from unencumbered sources
and from the buyer's periodic payments made under SunCal Santa
Clarita, L.L.C. PSA.  The Debtors expect to need to draw a priming
lien to the extent that unencumbered sources and the interim
payments under the SunCal PSA are insufficient to provide for
adequate budgeted reserves, and meet administrative and operating
obligations.

The Posta Bella Lenders Settlement has budgeted for operating and
administrative expenses and provided sources for the expenses both
in the monthly budget and budgeted from the sales proceeds at
closing of a sale of a real property.

Claims for remediation, as the claims of the Castaic Lake Water
Agency litigation settlement Agreement Plaintiffs and The
California Department of Toxic Substances Control are to be funded
as directed and provided in the CCSA and CLWA settlement from the
funds om deposit in SF Escrow 1 and SF Escrow 2 and other sources
for remediation.

The Plan does not provide for any distribution on account of
claims made by insider unsecured creditors.

The Plan allocates an amount for unsecured claims that are not for
remediation in the Santa Clarita, L.L.C. estate as a percentage
(3.28%) of funds remaining, which are funds available for
distribution after payment of higher priority claims.  The Debtors
estimate that the allocation with produce funds totaling
$1 million to non-insider SCLLC unsecured claims.  The Debtors do
not believe that non-insider SCLLC allowed claims will be paid in
full.

The Plan provides for no distribution to holders of interests.
The Plan provides for interests to remain subject to the voting
trust until the bankruptcy cases are closed.

Pursuant the CCSA, Bermite Recovery, L.L.C. has the right to
borrow up to $7 million secured by a lien with priority over all
existing liens.  The Debtors have negotiated with First Credit
Bank to provide a first position secured credit facility to
Bermite for up to $7 million in the event the financing is
necessary.  The Debtors do not intend to draw the FCB line unless
the buyer terminates the SunCal PSA.

A full-text copy of the Disclosure Statement is available for free
at http://researcharchives.com/t/s?4a8a

The Court also extended the deadline for Debtors to circulate a
redline of their amended disclosure statement until December 21,
2009.

The deadline for filing statements of remaining unresolved issues
with Debtors' amended disclosure statement is also extended to
December 31, 2009.

                  About Remediation Financial

Headquartered in Phoenix, Arizona, Remediation Financial Inc. is a
real estate developer.  Remediation Financial and Santa
Clarita, L.L.C., filed for Chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty Inc. filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery LLC filed on Sept. 30, 2004 (Bankr. D. Ariz. Case No. 04-
17294).  The cases are jointly administered under RFI Realty Inc.

Alan A. Meda, Esq., Alisa C. Lacey, Esq., Christopher Graver,
Esq., and Christopher C. Simpson, Esq., at Stinson Morrison Hecker
LLP; Brenda K. Martin, Esq., and Warren J. Stapleton, Esq., at
Osborn Maledon, PA; and Thomas J. Salerno, Esq., at Squire,
Sanders & Dempsey, LLP, represent the Debtors in their
restructuring efforts.  No official committee of unsecured
creditors has been appointed in this case.  When the Debtors filed
for protection from their creditors, they listed assets of more
than $100 million and debts of $10 million to
$50 million.


RESERVE PRIMARY: Court Orders Pro-Rata Distribution to Investors
----------------------------------------------------------------
U.S. District Judge Paul Gardephe in New York ordered the Reserve
Primary Fund to distribute its assets equally among all
shareholders.  The judge agreed with the Securities and Exchange
Commission and ordered a pro-rata distribution of almost all the
fund's remaining assets.

On May 5, 2009, the SEC filed fraud charges against several
entities and individuals who operate the Reserve Fund for failing
to provide key material facts to, and affirmatively misleading,
investors and trustees about the fund's vulnerability as Lehman
Brothers Holdings, Inc. sought bankruptcy protection.  More
significantly, in bringing the enforcement action, the SEC sought
to expedite the distribution of the fund's remaining assets to
investors by proposing a plan of liquidation.

In its complaint, the agency asked the court to enter an order
compelling a pro rata distribution of remaining fund assets, which
would release money that is currently being withheld from
investors pending the outcome of approximately 30 lawsuits against
the Reserve Fund, the trustees and other officers and directors of
the Reserve entities.

All shareholders can expect to recover at least 98.75% of money
held in the fund when it closed on Sept. 16, 2008, according to
data compiled by Bloomberg.

"We are pleased with the court's order adopting the SEC's
distribution plan in the Reserve Primary Fund case.  From the
start, our goal was to return money to investors as quickly and
fairly as possible and to avoid the extended quagmire of
litigation that would have only served to deplete the finite pool
of money used to pay investors," SEC Chairman Mary L. Schapiro
said in a statement.

"With this goal in mind, the SEC took the lead in proposing a just
and equitable resolution and forging a consensus among the vast
majority of investors who recognized the benefits of resolving
this matter amicably.

"The proposal by the SEC advocated a pro-rata distribution plan
that provides an equal payout to all shareholders who have not had
their redemption requests fulfilled, regardless of when they
submitted those redemption requests. It is estimated by the
Reserve Fund that the amount to be returned would be 99 cents on
the dollar, or more.

"Without this distribution plan, shareholders would have been
racing to obtain judgments against the finite pool of funds,
possibly leading to conflicting judgments by different courts and
tapping into a $3.5 billion pot that had been set aside by the
Fund to cover litigation costs. In fact, approximately 30 lawsuits
already had been filed across the country at the time we proposed
our plan. The SEC plan approved by the court eliminates these
claims on the remaining assets, freeing up money to be returned to
investors.

"[The] ruling affirms our approach and should enable all investors
to get back their money quickly."

                        Winners, Losers

According to Bloomberg, the judge rejected claims for full
recovery by investors, such as Deutsche Bank AG and online broker
E*Trade Financial Corp., that made withdrawal requests before the
fund's shares fell below $1.  That benefited a smaller group of
investors, including Minneapolis-based Ameriprise Financial Inc.,
that were originally told they would shoulder the entire
$785 million shortfall.

The report adds that Ameriprise is among the biggest winners. It
will end up losing about $41.6 million, about $78.4 million less
than if the $1 receipts had been honored, according to Bloomberg
calculations.  Ameriprise had about $3.2 billion invested in
Reserve Primary on behalf of more than 325,000 customers, and
$128 million of its own capital.

According to Bloomberg, the Lehman losses represented about 1.5%
of the $51.2 billion in shareholder assets on Sept. 16, after the
flurry of withdrawals.  Returns from holdings have added about
$235 million, while legal expenses and management fees amounted to
$90 million, according to Reserve Management estimates.  That
leaves investors with about 98.75% of their principal.

                    About Reserve Primary Fund

Managed by Reserve Management Company, Inc., the Reserve Primary
Fund is a large money market mutual fund that is currently in
liquidation.  On September 16, 2008, during the global financial
crisis, it lowered its share price below $1 because of exposure to
Lehman Brothers debt securities.  This resulted in demands from
investors to return their funds as the financial crisis mounted.
The Reserve had multiple other funds frozen because of this
failure.


RETAIL PRO: Seeks Voluntary Conversion to Chapter 7
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Retail Pro Inc. asked
the Bankruptcy Court to convert its reorganization case to
liquidation under Chapter 7.  Retail Pro has $235,000 left,
inadequate to fund a Chapter 11 plan.  A hearing is scheduled for
December 9.

Retail Pro on June 26 completed the sale of the assets approved in
April.  The buyers were secured creditors including Laurus Master
Fund Ltd. and Midsummer Investment Ltd., who together were owed
$19.6 million.  Laurus/Midsummer bought the assets for $400,000 in
cash plus a credit bid using their secured claims.

Retail Pro delayed the auction but still did not receive competing
bids for its assets.

                         About Retail Pro

Based in La Jolla, California, Retail Pro Inc. --
http://www.retailpro.com-- operates a chain of retail stores.
The Company and three of its affiliates filed for Chapter 11
protection on January 10, 2009 (Bankr. D. Del. Lead Case No.
09-10087).  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in
their restructuring efforts.  The Debtor proposed View Partners
Capital LLC as their investment banker and Kurtzman Carson
Consultants LLC as their notice, claims and solicitation agent.
As of November 30, 2008, the Debtors have $24,652,353 in total
assets and $28,867,462 in total debts.


SAKS INCORPORATED: Fitch Affirms Issuer Default Rating at 'B-'
--------------------------------------------------------------
Fitch Ratings has affirmed its ratings for Saks Incorporated:

  -- Long-term Issuer Default Rating at 'B-';
  -- Senior secured bank credit facility at 'BB-/RR1';
  -- Senior unsecured notes at 'B/RR3'.

The Rating Outlook is Negative.

Saks has amended and extended its $500 million credit facility,
which was due to mature in September 2011, to November 2013.  The
extension of its credit facility follows other endeavors by the
company to bolster liquidity such its $100 million equity offering
on Sept. 30, 2009 and its $120 million convertible bond offering
in May 2009.  While these steps are viewed as a positive as it
enables the company to deleverage its balance sheet in the near
term, Fitch sees continued risk and pressure on operating margins,
free cash flow and credit metrics over the next 12-18 months,
given the continued weakness in luxury department store sales.

Comparable store sales declined 18.5% for first nine months of the
current fiscal year with a 10.1% decline in the third quarter
given easier comparisons.  Fitch expects comparable store sales
could decline in the mid-to-high single digits for the fourth
quarter and remain negative in the mid-single digits for 2010.  As
a result, even if gross margins improve on reduced inventory as
anticipated, Saks' EBITDA and credit metrics could remain under
significant pressure on lower revenues.  Fitch expects 2009 EBITDA
to be $50-$60 million and it could be lower in 2010 if comparable
store sales trends remain negative.  As a result, leverage as
measured by adjusted debt/EBITDAR is expected to be 9.0 times at
the end of 2009 versus 13.0x at the end of 2008, but could return
to the 12.0-13.0x range in 2010.  Fitch's expectations assume that
the gross margin rate will be similar to 2009 and selling, general
and administrative expenses in dollars will remain essentially
flat going forward versus the $100 million reduction this year.
Therefore, the key to EBITDA growth will be Saks' ability to drive
top line and leverage fixed expenses.

From a liquidity perspective, Saks had $7 million in cash and no
outstanding borrowings under its credit facility as of Oct. 31,
2009, versus borrowings of $156.7 million at the end of 2008.
Fitch expects cash positions to be higher at the end of the year
with no outstanding borrowings on the credit facility.  However,
Fitch anticipates that Saks will need to use its credit facility
to fund operations and working capital needs in 2010, given the
continued pressure on sales and modest EBITDA expectations in 2009
and 2010.  Fitch expects that Saks can pay down the $23 million of
debt maturing in 2010.  In 2011, the company is expected to
refinance most of the $142 million of debt maturing in October.

The amended facility is not subject to any financial covenants
unless the availability falls below $87.5 million versus
$60 million in the prior facility.  At that time, it is subject to
a fixed charge coverage ratio of at least 1:1.  The amended
facility will provide more flexibility in terms of debt incurrence
and asset sales.  The facility has a specific carveout to sell or
otherwise encumber up to $400 million of real estate during the
term of the agreement.  This is on top of the $50 million (and 50%
of the unused portion from the prior year) per year, and
$250 million in aggregate, in asset sales already allowed under
the credit facility.  The company has also increased the percent
of voting stock that would constitute a change of control (and
trigger an event of default) from over a 20% ownership to over
40%.

The ratings on the company's $500 million secured bank facility
and the senior unsecured notes are derived from the IDR and the
relevant Recovery Rating.  Fitch's recovery analysis assumes a
liquidation value in a distressed scenario of approximately
$900 million.  Saks' senior credit facility, which is secured by
inventories and certain receivables, is rated 'BB-/RR1',
indicating outstanding (90%-100%) recovery prospects.  Given Saks'
fixed charge coverage ratio is below 1.0x according to covenant
calculations (and would likely be under 1.0x under a stressed
scenario), the company is effectively limited to $412.5 million in
credit facility borrowings assuming availability is not limited by
its borrowing base.  Given the significant decline in inventory
receipts, the company's borrowing base could be lower than
$500 million during seasonally low inventory periods.  The senior
unsecured notes are rated 'B/RR3', indicating good recovery
prospects (51%-70%).  Debt maturities are $0 in 2009, $23 million
in December 2010 and $142 million in October 2011.  Saks'
properties remain unencumbered and its significant real estate
ownership (the company owns 66% of its full-line square footage,
including its Fifth Avenue New York City store), provide a source
of liquidity for the company.


SEMGROUP ENERGY: Vitol Deal Closes; To Change Name to Blueknight
----------------------------------------------------------------
SemGroup Energy Partners, L.P. said Vitol, Inc., part of the Vitol
Group of companies, has completed its acquisition of the
membership interests of SemGroup Energy Partners G.P., L.L.C.,
SGLP's  general partner, and SGLP's subordinated units from
Manchester Securities Corp., an affiliate of Elliott Management
Corporation.  In connection with the Vitol Change of Control, the
board of directors of SGLP's general partner and the management
team of SGLP's general partner were reorganized.  Further,
SemGroup, L.P., SGLP's former parent, no longer has any ownership
interest in SGLP's general partner, and, SGLP will change its name
to Blueknight Energy Partners, L.P. effective December 1, 2009.

Mr. Miguel A. Loya, Vitol, Inc.'s President, stated, "We are
pleased to have completed our acquisition of SGLP's general
partner.  This acquisition is the culmination of the efforts of
many individuals, both from Vitol and SGLP, and we are grateful
for these contributions.  We look forward to new opportunities
with SGLP."

                    Reorganization of the Board

In connection with the Vitol Change of Control, Messrs. Loya,
Javed Ahmed, Christopher G. Brown, James C. Dyer, IV, Steven M.
Bradshaw and John A. Shapiro were appointed to the Board.
Messrs. Ahmed, Loya, Dyer and Brown are affiliated with Vitol.
Messrs. Bradshaw and Shapiro will serve as independent members of
the Board and will be members of the Conflicts Committee, Audit
Committee and Compensation Committee of the Board.  Mr. Bradshaw
will chair the Conflicts Committee while Mr. Shapiro will chair
the Compensation Committee.  Mr. Duke R. Ligon will continue to
serve on the Board and will remain as the Chairman of the Board,
the chair of the Audit Committee and a member of the Compensation
Committee and the Conflicts Committee of the Board.  Messrs.
Edward F. Kosnik, Gabriel Hammond, David N. Bernfeld and Dave
Miller have resigned from the Board effective today.

Mr. Bradshaw has over 30 years of experience in the global
logistics and transportation industry and currently serves as the
Managing Director at Global Logistics Solutions.  Mr. Shapiro
recently retired as an officer at Morgan Stanley & Co. where he
had served for more than 24 years in various capacities, most
recently as Global Head of Commodities.

Mr. Ligon, Chairman of the Board of SGLP's general partner,
stated, "We are grateful for the efforts of Ed Kosnik, Gabriel
Hammond, David Bernfeld and Dave Miller in helping to stabilize
SGLP's business during challenging times.  Their contributions
will be missed.  At the same time, we are excited for the
opportunity to continue to strengthen and rebuild SGLP's
operations with Vitol as the owner of SGLP's general partner.  We
are pleased to have Steven Bradshaw and John Shapiro join as
independent members of the Board.  They each have extensive
experience that will be invaluable as we continue to rebuild
SGLP."

               Reorganization of the Management Team

In connection with the Vitol Change of Control, Mr. J. Michael
Cockrell was appointed as the President and Chief Operating
Officer of SGLP's general partner.  Mr. Cockrell has extensive
experience in the crude oil industry and prior to joining SGLP's
general partner served as Senior Vice President, Commercial
Upstream, of the general partner of TEPPCO Partners, L.P. from
February 2003 until November 2009.  Previously he had served in
various positions with the general partner of TEPPCO Partners,
L.P. including serving as Vice President, Commercial Upstream.
Mr. Ligon stated, "We look forward to Michael's leadership in
directing SGLP's business.  His knowledge of the industry and
contacts with industry partners will add great value to SGLP's
management team."

In addition, Messrs. Kevin L. Foxx and Michael J. Brochetti have
informed SGLP that they will be leaving the company to pursue
other opportunities.  Messrs. Foxx and Brochetti are stepping down
from their current positions as President and Chief Executive
Officer and Executive Vice President-Corporate Development and
Treasurer, respectively, but are expected to remain as consultants
to SGLP's general partner until March 1, 2010 to facilitate an
orderly transition.

Mr. Ligon explained, "Kevin Foxx and Mike Brochetti have led SGLP
during a time of great challenge and worked to rebuild value in
SGLP.  Their diligent efforts during the transition of control to
Vitol were instrumental in the successful conclusion announced
today.  We wish them success in their future opportunities."

                            Name Change

Effective December 1, 2009, the Board approved a change to the
name of the Partnership from SemGroup Energy Partners, L.P. to
Blueknight Energy Partners, L.P.  The name change was effected by
a Certificate of Amendment to the Certificate of Limited
Partnership of the Partnership, as filed with the Secretary of
State of the State of Delaware on November 19, 2009.

Additionally, effective December 1, 2009, the General Partner
approved a change to the name of the General Partner from SemGroup
Energy Partners G.P., L.L.C. to Blueknight Energy Partners G.P.,
L.L.C.  The name change was effected by a Certificate of Amendment
to the Certificate of Formation of the General Partner, as filed
with the Secretary of State of the State of Delaware on November
20, 2009.

                            About Vitol

Vitol Inc. is the principal U.S. subsidiary of the Vitol Group.
Vitol is engaged in the global physical supply and distribution of
crude oil, petroleum products, coal, natural gas, and other
commodities.  Vitol was founded in 1966, and is headquartered in
the Netherlands. Vitol moves over 5 million barrels of crude oil
and petroleum products every day throughout the world, charters
more than 3000 ships annually and had annual revenues of $191
billion in 2008.

                 About SemGroup Energy Partners LP

Based in Tulsa, Oklahoma, SemGroup Energy Partners, L.P. (Pink
Sheets: SGLP.PK) -- http://www.SGLPEnergy.com/-- owns and
operates a diversified portfolio of complementary midstream energy
assets consisting of roughly 8.2 million barrels of crude oil
storage located in Oklahoma and Texas, roughly 6.7 million barrels
of which are located at the Cushing, Oklahoma interchange, roughly
1,150 miles of crude oil pipeline located primarily in Oklahoma
and Texas, over 200 crude oil transportation and oilfield services
vehicles deployed in Kansas, Colorado, New Mexico, Oklahoma and
Texas and roughly 7.4 million barrels of combined asphalt and
residual fuel storage located at 46 terminals in 23 states.  SGLP
provides crude oil terminalling and storage services, crude oil
gathering and transportation services and asphalt services.

At September 30, 2009, the Company had total assets of
$316.8 million against total current liabilities of $27.9 million,
and long-term debt of $422.4 million, resulting in partners'
deficit of $133.6 million.

                           Going Concern

Due to the events related to the bankruptcy filings of SemGroup,
L.P., including decreased revenues in SemGroup Energy Partners'
crude oil gathering and transportation and asphalt services
segments, increased general and administrative expenses related to
legal and financial advisors as well as other related costs, and
uncertainties related to securities and other litigation, SemGroup
Energy Partners continues to face uncertainties with respect to
its ability to comply with covenants under its credit facility.
These factors raise substantial doubt about SemGroup Energy
Partners' ability to continue as a going concern.


SEMGROUP ENERGY: Wachovia Credit Revolver Reduced to $40 Million
----------------------------------------------------------------
SemGroup Energy Partners, L.P., reports that -- as part of the
completion of Vitol, Inc.'s acquisition of the membership
interests of SemGroup Energy Partners G.P., L.L.C., SGLP's general
partner, and SGLP's subordinated units from Manchester Securities
Corp., an affiliate of Elliott Management Corporation -- SGLP
entered into an Amendment to Credit Agreement with Wachovia Bank,
National Association, as Administrative Agent to the lenders, on
November 19, 2009.

The Amendment allowed for the Vitol Change of Control.  In
addition, among other things, the Amendment (i) permanently
reduced the Partnership's revolving credit facility under the
Credit Agreement from $50.0 million to $40.0 million, (ii)
requires the Partnership to make annual prepayments with 75% of
excess cash flow, (iii) prohibits the Partnership from entering
into any contract or arrangement for the purpose of hedging or
speculating in the price of any commodity and (iv) eliminates the
Partnership's ability to repurchase amounts outstanding under the
Credit Agreement via a Dutch auction process.

The Partnership paid the Lenders executing the Amendment a fee
equal to 0.10% of the aggregate commitments of the Lenders under
the Credit Agreement after the commitment reduction.

After giving effect to the Amendment, the Partnership is expected
to have $422.5 million in outstanding borrowings under its credit
facility (including $22.5 million under its revolving credit
facility and $400.0 million under its term loan facility), with an
aggregate unused credit availability under its revolving credit
facility and cash on hand of approximately $19.3 million. Amounts
outstanding under the Partnership's revolving credit facility will
never exceed $40.0 million.

The members of the lending syndicate are:

     * Wachovia Bank, National Association, as L/C Issuer, Swing
       Line Lender and Lender;
     * ABN AMRO Bank N.V.;
     * Bank of America, N.A.;
     * The Bank of Nova Scotia;
     * Bank of Scotland PLC;
     * Blue Ridge Investments LLC;
     * BMO Capital Markets Financing Inc.;
     * Calyon New York Branch;
     * Citibank, N.A.;
     * Fortis Capital Corporation;
     * Guaranty Bank and Trust Company;
     * JPMorgan Chase Bank, N.A.;
     * GE Business Financial Services, Inc., fka Merrill Lynch
       Business Financial Services, Inc.;
     * One East Liquidity Master LP;
     * One East Partners Master LP;
     * Raymond James Bank FSB;
     * Royal Bank of Canada;
     * SunTrust Bank, N.A.;
     * UBS Loan Finance LLC;
     * Evergreen High Income Fund;
     * Evergreen Utilities & High Inc.;
     * Evergreen Income Advantage Fund;
     * Evergreen Multi-Sector Income;
     * Evergreen VA High Income Fund;
     * Solus Core Opportunities Master Fund; and
     * Woodlands Commercial Bank

A full-text copy of the Amendment to Credit Agreement, dated as of
November 19, 2009 -- by and among SemGroup Energy Partners, L.P.,
as Borrower, SemGroup Energy Partners Operating, L.L.C., SemGroup
Energy Partners, L.L.C., SemGroup Crude Storage, L.L.C., SemPipe,
L.P., SemPipe G.P., L.L.C., SGLP Management, Inc., SemMaterials
Energy Partners, L.L.C. and SGLP Asphalt, L.L.C., as Guarantors,
Wachovia Bank, National Association, as Administrative Agent, L/C
Issuer and Swing Line Lender, and the Lenders party thereto -- as
well as a schedule of each lender's commitment is available at no
charge at http://ResearchArchives.com/t/s?4a96

                Acceleration of Awards and Payments

The Partnership also reports that the Vitol Change of Control
constituted a change of control under the General Partner's Long-
Term Incentive Plan, which resulted in the vesting of all
outstanding awards under the LTIP at the time of the change of
control.

In addition, the Vitol Change of Control resulted in a change of
control under the employment agreements of Kevin L. Foxx, Michael
J. Brochetti, Schwiering, Alex G. Stallings and Jerry A. Parsons.

Messrs. Foxx and Brochetti are stepping down from their current
positions as President and Chief Executive Officer of the General
Partner and Executive Vice President--Corporate Development and
Treasurer of the General Partner, respectively, but are expected
to remain as consultants to the General Partner until March 1,
2010, to facilitate an orderly transition.  The General Partner
expects to enter into consulting agreements with Messrs. Foxx and
Brochetti in the near future.

If within one year after the Vitol Change of Control any such
officer is terminated by the General Partner without Cause (as
defined in the employment agreements) or such officer terminates
the agreement for Good Reason (as defined in the employment
agreements), he will be entitled to payment of any unpaid base
salary and vested benefits under any incentive plans, a lump sum
payment equal to 24 months of base salary and continued
participation in the General Partner's welfare benefit programs
for the longer of the remainder of the term of the employment
agreement or one year after termination.  Upon such an event,
Messrs. Foxx, Brochetti, Stallings, Schwiering and Parsons would
be entitled to lump sum payments of $900,000, $600,000, $600,000,
$500,000 and $500,000, respectively, in addition to continued
participation in the general partner's welfare benefit programs
and the amounts of unpaid base salary and benefits under any
incentive plans.  It is anticipated that Messrs. Foxx and
Brochetti will be paid these amounts at the termination of their
service as consultants to the General Partner on March 1, 2010.

The Vitol Change of Control also constituted a change of control
under the General Partner's 2009 Executive Cash Bonus Plan.  As
such, awards under the Executive Cash Bonus Plan will be
determined on a pro-rata basis as of the date of the Vitol Change
of Control with the actual earnings before interest, taxes,
depreciation and amortization, and restructuring and certain other
non-cash charges of the Partnership, the crude business and the
asphalt business, respectively, being calculated as of the most
recently completed month prior to the Vitol Change of Control for
which financial statements are available and the target
performance measures being adjusted for the Change of Control
Period.  The Partnership currently estimates such payments to be
approximately $270,000, $180,000, $180,000, $193,750 and $150,000
to Messrs. Foxx, Brochetti, Stallings, Schwiering and Parsons,
respectively.

                 About SemGroup Energy Partners LP

Based in Tulsa, Oklahoma, SemGroup Energy Partners, L.P. (Pink
Sheets: SGLP.PK) -- http://www.SGLPEnergy.com/-- owns and
operates a diversified portfolio of complementary midstream energy
assets consisting of roughly 8.2 million barrels of crude oil
storage located in Oklahoma and Texas, roughly 6.7 million barrels
of which are located at the Cushing, Oklahoma interchange, roughly
1,150 miles of crude oil pipeline located primarily in Oklahoma
and Texas, over 200 crude oil transportation and oilfield services
vehicles deployed in Kansas, Colorado, New Mexico, Oklahoma and
Texas and roughly 7.4 million barrels of combined asphalt and
residual fuel storage located at 46 terminals in 23 states.  SGLP
provides crude oil terminalling and storage services, crude oil
gathering and transportation services and asphalt services.

At September 30, 2009, the Company had total assets of
$316.8 million against total current liabilities of $27.9 million,
and long-term debt of $422.4 million, resulting in partners'
deficit of $133.6 million.

                           Going Concern

Due to the events related to the bankruptcy filings of SemGroup,
L.P., including decreased revenues in SemGroup Energy Partners'
crude oil gathering and transportation and asphalt services
segments, increased general and administrative expenses related to
legal and financial advisors as well as other related costs, and
uncertainties related to securities and other litigation, SemGroup
Energy Partners continues to face uncertainties with respect to
its ability to comply with covenants under its credit facility.
These factors raise substantial doubt about SemGroup Energy
Partners' ability to continue as a going concern.


SEMGROUP LP: Bettina Whyte Named Litigation Trustee Under Plan
--------------------------------------------------------------
At SemGroup L.P.'s behest, Judge Shannon approved on November 5,
2009, the appointment of:

  (i) Bettina Whyte as litigation trustee, and

(ii) John W. Woodiel, Harry T. Nullet, a duly authorized
      representative from Pacific Investment Management Company,
      LLC, and Chris Jacobs, or another authorized
      representative from Western Asset Management Company, as
      members of the Litigation Trust Board of the Debtors
      pursuant to the Fourth Amended Joint Plan of
      Reorganization.

Pursuant to the Confirmation Order dated October 28, 2009, the
Litigation Trustee and the Litigation Trust Board will be
disclosed and approved by the Court prior to the effective date
of the Amended Plan, Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware said.

Mr. Collins noted that in accordance with the Fourth Amended
Plan, Ms. Whyte has been appointed to serve as the Litigation
Trustee.  Moreover, in accordance with the Amended Plan, the
Lender Steering Committee selected Mr. Woodiel and Harry T.
Nullet to serve as members of the Litigation Trust Board and the
Official Committee of Unsecured Creditors selected the PIMCO
Representative and the WAMCO Representative to serve as members
of the Litigation Trust Board, he added.

                        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: Gets Nod to Pay $400,000 Bonus to Terry Ronan
----------------------------------------------------------
From March 1, 2008 through July 17, 2008, Terrence Ronan was
employed as the senior vice president for finance of SemGroup,
L.P.  On July 17, 2008, he was appointed acting president of
SemGroup and Chief Executive Officer of the Debtors.  In that
capacity, Mr. Ronan oversaw and continues to oversee, the
operations, business and financial affairs of the Debtors during
the course of their Chapter 11 cases.  In addition, Mr. Ronan has
made significant contributions to the Debtors' Chapter 11 cases,
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, says.

Despite the multitude of Mr. Ronan's contributions, neither the
Employee Incentive Plan nor the Management Incentive Plan applied
to Mr. Ronan, Mr. Collins tells the Court.

For one, Mr. Ronan has participated in the development of
numerous affirmative motions upon the Debtors' behalf, providing
the Debtors' professionals with information necessary to
understand the Debtors' business operations and financial
affairs, Mr. Collins says.  Moreover, Mr. Ronan has repeatedly
acted in the best interests of the Debtors, their employees and
their estates, regardless of his personal interest.  When the
Official Committee of Unsecured Creditors sought Mr. Ronan to
remove himself from the Executive Incentive Plan, he did so
immediately to obtain approval of the plan for the Debtors' other
officers, Mr. Collins points out.  Mr. Collins further notes that
Mr. Ronan's management of the Debtors during the course of their
Chapter 11 cases was instrumental to the Debtors' ability to
successfully reorganize.

Against this backdrop, the Debtors sought and obtained the Court's
authority to pay a bonus for $400,000 to Mr. Ronan upon
consummation of the Debtors' Fourth Amended Joint Plan of
Reorganization.

Mr. Collins asserts that the overwhelming benefits associated
with Mr. Ronan's service to the Debtors far outweigh the costs of
the Bonus Payment.  The Bonus Payment is a small investment into
the Debtors' reorganization efforts given the size of the
Debtors' estates and Mr. Ronan's contributions over the course of
the Debtors' Chapter 11 cases, Mr. Collins insists.

In fact, as a percentage of his base salary or 66.7%, it is
smaller than the target range for either senior officer under the
Executive Incentive Plan, which is 100-150%, Mr. Collins notes.
Mr. Collins assures the Court that the Bonus Payment satisfies
Section 503(c) of the Bankruptcy Code because it is justified by
the circumstances of the Debtors' Chapter 11 cases.  The Lender
Steering Committee and the Creditors' Committee have told the
Debtors that they do not object to the Bonus Payment, Mr. Collins
adds.

                        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: Proposes Settlement With Targa Liquids
---------------------------------------------------
Debtor SemGas, L.P., ask the Court to approve a settlement it
entered into with Targa Liquids Marketing and Trade.

The settlement provides that:

  (a) Targa will pay SemGas $3,775,000;

  (b) the parties agree to mutually release each other of all
      claims arising from their purchase agreement;

  (c) the settlement, however, does not release Claim Nos. 5811
      and 4243; and

  (d) upon entry of a final order approving the settlement, the
      Purchase Agreement is deemed to have terminated as of
      September 30, 2008.

The settlement is a result of a confidential mediation between
the parties in Houston, Texas that started in September 2009.

           Targa Entities Withdraw Plan Objections

In separate filings, Sandbridge Energy Inc. and Targa Liquids
Marketing and Trade and Targa Midstream Services, Limited
Partnership withdrew their objections to the Debtors' Fourth
Amended Joint Plan of Reorganization.


SEMGROUP LP: Reaches Deal With BP Oil on Funds Release
------------------------------------------------------
To recall, SemGroup, L.P., has reached an agreement with the
Official Producers Committee in its Chapter 11 proceedings on the
terms of the company's Plan of Reorganization.

In connection with a litigation involving certain producers, the
Bankruptcy Court entered orders resolving the relative priority
of the claims of producers as against claims of BofA and the
Prepetition Lenders, which orders have been appealed by certain
of the producers to the United States Court of Appeals for the
Third Circuit.  The United States Court of Appeals for the Third
Circuit is scheduled to hear the appeals in October.

J. Aron & Company, BP Oil Supply Company and ConocoPhillips
Company commenced separate adversary actions seeking declaratory
judgments that their tender of $89,776,874, $10,664,032 and
$11,655,356, constitute full performance under their separate
agreements with the Debtors.  At the Debtors' behest, the
Bankruptcy Court ordered the producers to turn over to the
Debtors the amounts with:

  -- J. Aron turning over $89,776,874,
  -- BP Oil turning over $10,664,032, and
  -- ConocoPhillips turning over $21,634,821.

The TurnOver Funds were deposited into interest bearing accounts
subject to further order of the Bankruptcy Court.

On behalf of the Debtors, Ian Connor Bifferato, Esq., at
Bifferato LLC, in Wilmington, Delaware, notes that while the
parties have reached an agreement during the Court-directed
mediation, there are certain conditions to the agreement that
must be met as expeditiously as possible.  Against this backdrop,
the release of the Tendered Funds is a critical component of the
Agreement reached through the mediation and, to the Debtors'
prospect for reorganization, he asserts.

Thus, the Debtors ask the Bankruptcy Court to order (i) release
the $122,075,727 Tendered Funds and (ii) distribution of the
Tendered Funds to creditors in accordance with the Plan.

                      Debtors and BP Oil Stipulate

The Debtors, the Official Committee of Unsecured Creditors, Bank
of America, N.A., administrative agent for a consortium of
lenders, and BP Oil Supply Company and BP Products North America,
Inc. entered into a stipulation resolving the Debtors' Motion to
Release $122 million.

The stipulation is substantially similar to the settlement
agreement previously entered among the Debtors, the Creditors'
Committee and BP Oil.  Essentially, the parties agreed that the
Debtors will have full use of $10,664,032 as net amount under a
Trading Agreement with BP Oil as if these funds had been turned
over to the Debtors pursuant to Section 542 of the Bankruptcy
Code.

BP Oil withdrew its motion to file under seal Kelley Drye &
Warren LLP's time records and its related motion to shorten
notice pursuant to the Settlement Agreement.

                        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)


SHALAN ENTERPRISES: Case Summary & 18 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Shalan Enterprises, LLC
        4515 Roma Court
        Attn: Alan Rapaport
        Marina Del Rey, CA 90292

Case No.: 09-43263

Chapter 11 Petition Date: November 25, 2009

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

Judge:?Samuel L. Bufford

Debtor's Counsel: Joseph A. Eisenberg, Esq.
                  1900 Ave Of The Stars 7th Flr
                  Los Angeles, CA 90067
                  Tel: (310) 203-8080
                  Email: jae@jmbm.com

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

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

According to the schedules, the Company has assets of $12,540,000,
and total debts of $7,426,313.

The petition was signed by Allan Rapoport, the company's trustee.

Debtor's List of 18 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Ryan & Sari Steaffens      Security Deposit       $12,675

Thomas McGarry             Security Deposit       $2,128

Joe Conlon                 Security Deposit       $1,425

Kaydi Truman-Zachery Elam  Security Deposit       $1,375
Theresa Costig

Leila Mahanedi And         Security Deposit       $1,325
Shaun Frank

Shaul Maouda               Security Deposit       $1,191

Valerie Freedman           Security Deposit       $975

Stratford Dews             Security Deposit       $875

Isaiah Cervantes           Security Deposit       $875
& Char-Leig Hoyes

Deanna & Tony Cobb         Security Deposit       $800

Robert Walton Irina        Security Deposit       $750
And Emily Shikhvarger

David Buelher and          Security Deposit       $675
Alec Buehler

Myra Deck                  Security Deposit       $575

Charles & Christina        Security Deposit       $575
Watanabe

Eric Dillon                Security Deposit       $425

Joel Cohen                 Security Deposit       $425

Debbie Lucas               Security Deposit       $350

Leslie Wise                Security Deposit       $75


SHERWOODCLAY-AUSTIN: Has Until November 30 to File Schedules
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Louisiana
extended until November 30, 2009, Sherwood/Clay-Austin Lights
LLC's time to file its schedules of assets and liabilities,
current income and expenditures, executory contracts and unexpired
leases and statements of financial affairs.

As reported in the Troubled Company Reporter on Nov 11, 2009, the
Debtor said that it doesn't anticipate having the schedules ready
for filing due to the limited staff available and the fact that
multiple entities are currently in pending bankruptcy proceedings
with ongoing reporting requirements, and having filed plans and
proceeding through the exit phases of the cases.

Baton Rouge, Louisiana-based Sherwood/Clay-Austin Lights LLC filed
for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr.
M.D. La. Case No. 09-11725).  Douglas S. Draper, Esq., who has an
office in New Orleans, Louisiana, 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.


SILICON GRAPHICS: Terminates Registration of Common Shares
----------------------------------------------------------
Graphics Properties Holdings, Inc., has filed a notice of
termination of registration on Form 15-12B of its public offer to
sell common stock, par value $0.01 per share, under Rule 15d-6 of
the Securities Exchange Act of 1934.  The notice was signed by
Barry Weinert, chief restructuring officer of the Company.

A full-text copy of the Company's Form 15-12B is available for
free at http://researcharchives.com/t/s?4a91

Headquartered in Sunnyvale, California, Silicon Graphics Inc.
n/k/a Graphics Properties Holdings, Inc. -- http://www.sgi.com/--
delivers an array of server, visualization, and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on September 19, 2006.  When
the Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed AlixPartners LLC as restructuring advisor;
Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
When the Debtors filed for protection from their creditors, they
listed $390,462,000 in total assets and $526,548,000 in total
debts as of 2008.

On June 4, 2009, the Company amended its Amended and Restated
Certificate of Incorporation pursuant to the Certificate of
Amendment of Amended and Restated Certificate of Incorporation of
Silicon Graphics, Inc., to change its name to Graphics Properties
Holdings, Inc.


SOUTH BEACH SECURITIES: Dist. Ct. Rejects Tax Avoidance Plan
------------------------------------------------------------
WestLaw reports that an Illinois bankruptcy court did not err in
finding that tax avoidance was the principal purpose of the plan
proposed by the Chapter 11 debtor, such that confirmation of the
plan was prohibited by 11 U.S.C. Sec. 1129(d).  The evidence
showed that the debtor's disclosure statement explicitly stated
that "the only way to monetize the sole valuable asset of the
Debtor -- the NOLs [net operating losses] -- is [] for the Debtor
. . . to utilize the tax benefits of the NOLs."  The debtor
asserted avoidance of litigation as the plan's principal purpose
for the first time at the confirmation hearing, and only after the
United States Trustee had objected to confirmation on this basis,
by then two years after the petition was filed.  Finally, even as
late as the confirmation hearing, no litigation had been filed by
the identified creditors against the debtor.  In re South Beach
Securities, Inc., --- B.R. ----, 2009 WL 2222778, 104 A.F.T.R.2d
2009-5663, Bankr. L. Rep. P 81,561 (N.D. Ill.).

After the Bankruptcy Court granted a motion filed by United States
Trustee to dismiss this corporate "shell" debtor's Chapter 11 case
as having been filed other than in good faith was reversed by th
District Court and the matter remanded to the Bankruptcy Court,
341 B.R. 853, the case was reopened, and debtor filed a plan of
reorganization to which the Trustee objected.  The Bankruptcy
Court, A. Benjamin Goldgar, J., 376 B.R. 881, denied confirmation
of the plan, and subsequently dismissed case.  The Debtor and its
sole creditor, Scattered, Inc., appealed.  This time around, the
Honorable Joan Humphrey Lefkow affirmed the Bankruptcy Court's
ruling, holding that (1) the district court's prior decision did
not preclude the bankruptcy court from considering whether
debtor's plan was confirmable; (2) the bankruptcy court did not
err in finding that creditor was an insider; (3) the bankruptcy
court did not err in finding that tax avoidance was the principal
purpose of the plan; and (4) the plan was not "otherwise
confirmable."

South Beach Securities, Inc., is wholly owned by NOLA, LLC, and
was once registered as a securities broker dealer with the SEC,
but never had any employees or assets other than $3.2 million in
net operating losses.  On April 27, 2005, South Beach and NOLA
filed chapter 11 voluntary petitions (Bankr. N.D. Ill. Case Nos.
05-16679 and 05-16682).  South Beach's schedules reflected no
assets of any kind except the HRM stock with a value of $0.  The
Debtors disclosed Scattered as the only creditor, with an
unsecured claim of $3.2 million.  The Debtors are represented by
Louis D. Bernstein, Esq., at Gould & Ratner in Chicago.


SPRINT NEXTEL: Receives Regulatory Approvals for iPCS Acquisition
-----------------------------------------------------------------
Sprint Nextel Corp. on November 25 received all regulatory
approvals needed to complete the acquisition of iPCS, Inc.

On November 24 the Federal Communications Commission approved the
transfer of the spectrum license held by a subsidiary of iPCS.  On
November 23 the Public Service Commission of West Virginia granted
the joint petition of Sprint Nextel and iPCS for prior consent and
approval of the acquisition and ownership of iPCS by Sprint
Nextel.  No other state public service commission approval is
required to satisfy the conditions to the tender offer.  In
addition, on November 10 the Hart-Scott-Rodino waiting period
applicable to the transaction expired.

All other terms and conditions of the tender offer for all
outstanding shares of the common stock of iPCS, which is being
conducted through a wholly owned subsidiary of Sprint named
Ireland Acquisition Corporation, remain unchanged.  The iPCS board
has unanimously recommended that the iPCS stockholders accept the
tender offer, tender their shares of iPCS common stock in the
tender offer, and if necessary, adopt the merger agreement.  The
tender offer was scheduled to expire at midnight ET Wednesday.

Upon the successful closing of the tender offer, stockholders of
iPCS will receive $24.00 in cash for each share of iPCS common
stock tendered in the tender offer, without interest and less any
required withholding taxes.  Following the completion of the
tender offer and merger, iPCS will become a wholly owned
subsidiary of Sprint Nextel.

Sprint Nextel anticipates that the acquisition will be completed
in the fourth quarter of 2009.

This development comes on the heels of Sprint Nextel's closing of
its acquisition of Virgin Mobile USA, Inc., on November 24, 2009.
The November 26 edition of the Troubled Company Reporter ran a
story on the Virgin Mobile deal.

                       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.


STALLION OILFIELD: Texas Comptroller Objects to Plan
----------------------------------------------------
Texas' Comptroller of Public Accounts Susan Combs has objected to
the confirmation of the proposed reorganization plan by Stallion
Oilfield Services Ltd., saying the Company's plan is too short on
details.

The Texas Comptroller has a priority tax claim against Debtor
Stallion Heavy Haulers LP, in the approximate amount of $76,000,
based on an "IFTA" fuels tax audit.  The Texas Comptroller says
its claim is entitled to priority treatment pursuant to 11 U.S.C.
Sec. 507(a)(8).

The Texas Comptroller complains that the Plan is not clear that
priority tax claims, which are not paid in full on the Effective
Date, will accrue interest from the Effective Date as required by
Sec. 1129(a)(9)(C).

                     The Chapter 11 Plan

Stallion Oilfield Services Ltd. and its debtor-affiliates obtained
approval of the disclosure statement explaining their pre-
negotiated Chapter 11 plan of reorganization.  The Debtors will
present their plan for confirmation January 12.  Objections to the
Plan are due December 29.

Impaired creditors entitled to vote on the Plan must send their
ballots by December 29.  The Debtors will send the solicitation
packages by November 25.

According to the Disclosure Statement, the Plan is based on a
consensual deal with the Debtors' key stakeholders and
contemplates a significant de-leveraging of the Debtors' balance
sheets and a full recovery for holders of allowed general
unsecured claims, confirmation of the plan is expected to occur
over a relatively short timeframe.

The Debtors said that they agreed with the lenders and the holders
of the Stallion equity interests with respect to a consensual
restructuring on the terms set forth in the restructuring term
sheet, and formalized by the restructuring and lock-up agreement
dated Oct. 17, 2009.  The Debtors related that they received an
executed restructuring and lock-up agreement from holders of more
than:

   -- 90% of the senior secured claims;

   -- 74% of the bridge loan claims;

   -- 88% of the notes claims; and

   -- 68% of the Stallion equity interests, which ensures that the
      plan has sufficient support to satisfy the confirmation
      requirements under section 1129 of the Bankruptcy Code.

Under the plan, among other things, all holders of senior secured
claims, totaling $245.9 million, will receive either:

   -- its pro rata share of the (i) senior secured paydown of $25
      million cash and  (ii) $220.9 million in first priority
      senior secured debt pursuant to the amended and restated
      senior secured credit agreement; or

   -- payment in full, in cash in the event that the Reorganized
      Debtors enter into new financing.

Holders of unsecured debt comprising bridge loans aggregating
$259.3 million and unsecured notes aggregating $283.9 million will
receive 98% of the stock of reorganized Stallion Oilfield.

Holders of general unsecured claims, that are not due and payable
by the plan's effective date, will receive payment in full in cash
of the unpaid portion of their allowed claim.

Holders of interests in Stallion Oilfied Holdings GP, LLC, will
receive 0.0002% of the new common stock, and warrants to purchase
additional stock.  Holders of interest in Stallion Oilfield
Holdings, Ltd., will receive 1.9998% of the new common stock, plus
warrants to purchase additional stock.

A full-text copy of the disclosure statement filed November 18,
2009, is available for free at

http://bankrupt.com/misc/StallionOilfield_DiscStatement_Nov18.pdf

A full-text copy of the Plan filed November 18, 2009, is available
for free at

http://bankrupt.com/misc/StallionOilfield_Plan_Nov18.pdf

                      About Stallion Oilfield

Based in Houston, Texas, Stallion Oilfield Services Ltd. --
http://www.stallionoilfield.com/-- provides wellsite support
services and production & logistics services to the oilfield
with over 1,700 employees in 65 locations.  The Debtors deliver
products and services in the South Texas, Gulf Coast, Ark-La-
Tex, Ft. Worth Basin, Permian Basin, Mid-Continent, Alaska's
Prudhoe Bay, Rocky Mountain and Applachinian Basin regions as
well as to the global offshore industry.

The Company and its affiliates filed for Chapter 11 protection on
Oct. 19, 2009 (Bankr. D. Del. Lead Case No. 09-13562).  The
Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick,
Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi,
Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., as co-counsel; John R. Castellano, Managing Director of AP
Services, LLC, as restructuring advisor; and Epiq Bankruptcy
Solutions, LLC as claims agent.

Stallion Oilfield listed both assets and debts between
$500 million and $1 billion in its petition.


STARCO VENTURES: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Starco Ventures, Inc.
        13799 Park Blvd #263
        Seminole, FL 33776

Case No.: 09-27105

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Marshall G. Reissman, Esq.
                  Law Offices of Marshall G. Reissman
                  5150 Central Ave
                  St. Petersburg, FL 33707
                  Tel: (727) 322-1999
                  Fax: (727) 327-7999
                  Email: marshall@reissmanlaw.com

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

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

According to the schedules, the Company has assets of $66,090,000,
and total debts of $66,412,860.

The petition was signed by Jacques De Bruijn, the company's
secretary.

Debtor's List of 5 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
GEM Capital ltd. And                              $65,000,000
Bell Channel Inn                                  Collateral:
c/o Lizbeth Rutzou                                $0
PO Box F-43817 Kings Road                         Unsecured:
Freeport/Lucaya, Bahamas                          $65,000,000

Oasys Mutual Fund Ltd./                           $975,000
San Remo Vacation Club, Inc.                      Collateral:
c/o Lizabeth Rutzou                               $0
PO Box F-43817 Kings Road                          Unsecured:
Freeport/Lucaya, Bahamas                          $975,000

Pinellas County Property                          $400,000
Tax Collector                                     Collateral:
315 Court Street, 3rd Floor                       $0
PO Box 1729                                       Unsecured:
Clearwater, FL 33756                              $400,000

Manatee County                                    $27,262
Tax Collector                                     Collateral:
Tax Collector Ken Burton, Jr.                     $0
                                                  Unsecured:
                                                  $27,262

Charlotte County                                  $10,598
Tax Collector                                     Collateral:
                                                  $0
                                                  Unsecured:
                                                  $10,598


STATION CASINOS: Claims Bar Date Extended to January 15
-------------------------------------------------------
The Bankruptcy Court has extended the deadline for non-
governmental creditors to file proofs of claim in the Chapter 11
cases of Station Casinos Inc. to January 15, 2010.

Prior to the Court's entry of the order, the Debtors informed the
Court that no parties-in-interest have objected to the motion.

The Official Committee of Unsecured Creditors has requested that
the Debtors seek an extension of the bar date.  In light of the
recent filing of the Debtors' schedules of assets and
liabilities, the Debtors have agreed to seek that relief.  Rule
3003(c)(3) of the Federal Rules of Bankruptcy Procedure and Rule
3003 of the Local Rules of the United States Bankruptcy Court for
the District of Nevada authorize the Court to grant extensions of
bar dates for cause shown.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Committee Reports LBO Was Not Fraudulent Transfer
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Station Casinos,
Inc., delivered to the Court, on November 18, 2009, a status
report to provide the Court, the Debtors, creditors, and other
parties-in-interest a status of the Committee's investigation.

The Status Report provides a summary of:

  (a) The Creditors' Committee's efforts to obtain responsive
      information to evaluate whether there are colorable claims
      of the Debtors' estates relating to the Leveraged Buyout
      Transaction and whether the Master Lease should be
      characterized as a "true" lease or a disguised secured
      financing; and

  (b) The Creditors' Committee's preliminary observations
      regarding the analysis and conclusions, by potential
      claim, contained in the report of the Special Litigation
      Committee.

The Creditors' Committee has been analyzing the factual
assumptions and legal conclusions contained in the SLC Report.
In connection with the analysis, the Creditors' Committee has
sought and obtained most of the documentary information made
available to the SLC.  Further, the Creditors' Committee has
sought information from the Debtors, Deutsche Bank Trust Company
America, and Colony Capital Partners, LLC.  The Debtors and
Deutsche Bank have provided some of the requested information,
though not all.  As of November 18, 2009, only Colony has not yet
provided the requested information.  The Creditors' Committee
says its ability to fully analyze the LBO Investigation and
review the SLC report has been hindered in part through the
parties' reluctance to provide information.

On behalf of the Creditors' Committee, Eric D. Winston, Esq., at
Quinn Emanuel Urquhart Oliver & Hedges, LLP, in Los Angeles,
California, relates that notwithstanding the fact that the
Committee has not been provided all of the information necessary
to evaluate the LBO Transaction and the SLC report, the Committee
has made preliminary observations regarding the SLC Report.

Certain of the Creditors' Committee's observations are:

  (a) The SLC Report concludes that constructive fraudulent
      transfer claims are not likely to succeed because the LBO
      Transaction did not render the Debtors insolvent.
      However, the SLC Report's conclusions rest heavily on the
      fact that projections for 2008 and thereafter were
      allegedly reasonable when made.  The Creditors' Committee
      believes that there is already substantial documentary
      evidence to suggest that the projections prepared in
      October 2007, that apparently were used in the LBO
      Transaction, were unreasonably optimistic.

  (b) The SLC Report relies on the fact that Bear Sterns
      "analyzed the projections and performed extensive due
      diligence (including a share price valuation of the
      Company using several different methodologies) in
      connection with the issuance of a fairness opinion ..."
      SLC Report at 58.  The Bear Stearns fairness opinion has
      virtually no significance to the LBO Transaction that
      closed in November 2007, because it was prepared in
      February 2007 based on projections prepared in late 2006.

  (c) The SLC Report states that the Debtors' representatives
      believed that the "softening performance in late 2007" was
      merely a temporary decline.  SLC Report at 59.  The
      Creditors' Committee believes that there is substantial
      documentary evidence, available to the Debtors at and
      before the time of the LBO Transaction, that suggests the
      Debtors knew or should have known that the key economic
      considerations for a Las Vegas "locals" gaming business
      had been declining rapidly through 2007.

  (d) The SLC did not address in any meaningful way the fact
      that insiders, who stood to make nearly $1 billion if the
      LBO Transaction closed, never altered the pricing of the
      LBO Transaction in light of the changing economic climate.
      The insiders closed the LBO Transaction apparently knowing
      that there was substantial evidence that SCI's business
      was declining throughout 2007, that key economic factors
      were all pointing downward, and that LBO Transaction would
      shift the risk of failure from stockholders to SCI's
      unsecured creditors.

  (e) As was the case in TOUSA, certain of the Debtors'
      professionals who rendered fairness opinions, certain of
      the Debtors' insiders, and the Debtors' lenders stood to
      make millions in fees if the LBO Transaction closed.

  (g) No solvency opinion apparently was sought or rendered by
      the Debtors in connection with the LBO Transaction, even
      though solvency opinions often are obtained for the
      transactions, and, in the case of the Debtors' publicly
      available financial statements, the Debtors were insolvent
      on a GAAP-basis as of September 30, 2007.

  (h) The SLC report does not address at all that approximately
      $367 million paid to the Debtors' insiders with employment
      agreements may be avoidable under Section
      548(a)(1)(B)(ii)(IV) of the Bankruptcy Code.

  (i) The SLC Report does not account for the fact that, while
      the LBO Transaction was designed not to trigger "change in
      control" covenants in unsecured note indentures, it
      nonetheless triggered apparently analogous "change in
      control" provisions in employment agreements with certain
      of the Debtors' insiders.  This raises concerns, not
      addressed in the SLC Report, that the LBO Transaction may
      have been done with the intent to hinder, delay, or
      defraud creditors, or that directors and officers breached
      fiduciary duties owed to creditors.

The Creditors' Committee intends to continue its investigation,
including continuing to gather and review documentary evidence,
conduct research, and form conclusions.  The Creditors' Committee
also anticipates interviewing witnesses of the Debtors, the SLC,
Deutsche Bank, and Colony.

The Creditors' Committee also anticipates seeking in the near
term relief under Rule 2004 of the Federal Rules of Bankruptcy
Procedures at least as to title insurers who underwrote the
PropCo loans.

The Creditors' Committee also anticipates being in position to
determine whether it agrees with the SLC Report's conclusions or
disagrees, in which case the Committee will seek standing as to
those matters.  The Committee says it is its intention to bring
the matters to the Court's attention prior to the January 15,
2010 deadline; however, because of the delay in obtaining
necessary information, the Committee reserves the right to seek
additional time.

A full-text copy of the Committee's Status Report is available
for free at http://bankrupt.com/misc/SC_CommitteeReport1118.pdf

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Plan Exclusivity Extended to Dec. 11
-----------------------------------------------------
Station Casinos, Inc., and its debtor affiliates have asked
Bankruptcy Judge Gregg W. Zive to extend:

(i) their exclusive period to file a plan or plans of
    reorganization through and including March 25, 2010; and

(ii) their exclusive period to solicit acceptances of that plan
    through and including May 24, 2010.

In an order issued on November 24, 2009, Bankruptcy Judge Gregg W.
Zive extends the Debtors' exclusive period to file a plan of
reorganization and solicit acceptances of that plan up to and
through December 11, 2009.

Judge Zive, however, will continue to hearing the Debtors'
extension request and the objections to the request on
December 11, 2009 at 10:00 a.m.

Judge Zive notes that the entry of the Order will not prejudice
the Debtors' ability to seek and obtain a further extension of
the Exclusivity Periods at the December 11, 2009 continued
hearing on the Motion or otherwise.

The Debtors originally seek to extend their exclusive plan filing
period through and including March 25, 2010, and their exclusive
solicitation period through and including May 24, 2010.

Judge Zive said during a November 20, 2009 hearing that the
ultimate outcome of Station Casinos' bankruptcy case, and who
gets to propose a plan of reorganization, is still an open
question, Bloomberg News reported.  Should the Station managers
lose the exclusive right to reshape the company as they choose, a
competing plan that includes a sale of casinos could be proposed
by Boyd or the lenders, Bloomberg quoted Judge Zive as saying.

"There is an underlying premise that this case is destined to be
a sale," Judge Zive said, according to Bloomberg.  "I don't know
that this is the case."

"We remain very interested in the Station's bankruptcy case and
look forward to the next hearing on Dec. 11," Paul Kranhold, a
Boyd spokesman, told Bloomberg.

                   Responses to Plan Extension

Boyd Gaming Corporation says it does not intend to block a plan
exclusivity extension for Station Casinos but it only seeks to
condition any extension on certain reforms and cooperation by the
Debtors in order to facilitate competition and allow alternatives
to any Debtor plan proposal, for evaluation by an examiner and the
unsecured creditors committee.

The Independent Lenders composed of BNP Paribas; General Electric
Capital Corporation; Genesis CLO; Natixis; Castlerigg Master
Investments Ltd.; The Bank of Nova Scotia; Union Bank, N.A.; and
U.S. Bank National Association, relate that noticeably absent
from the Debtors' list of achievements listed in the Exclusivity
Motion is any meaningful discussion of what progress the Debtors
have made toward a plan of reorganization.

The CMBS Lenders -- German American Capital Corporation as
Collateral Agent for itself and JP Morgan Chase as lenders to
debtor FCP PropCo, LLC and as lenders to FCP Mezzco Borrower I,
LLC, and by Deutsche Bank, AG as counterparty to the interest
rate swap agreement with PropCo -- tell the Court that they
support the Debtors' request for extension of exclusivity so long
as the Debtors perform their obligations under the Master Lease
during the extension period.

Deutsche Bank Trust Company Americas, as administrative agent,
supports the Debtors' proposed extension of exclusivity for a
limited and reasonable period of time.  According to the
Administrative Agent, the Chapter 11 Cases are complex and there
are significant intercreditor issues that must be addressed in
order for the Debtors to propose a consensual plan of
reorganization.

                  Debtors Address Objections

Boyd Gaming purports to be a creditor of Station Casinos but its
Opposition contains no evidence to support that assertion, Paul
S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California, argues.

Even if Boyd has managed to purchase claims against SCI for the
purposes of manufacturing "creditor" standing, Boyd's predominant
interest in the bankruptcy cases is as a direct and primary
competitor of SCI, not as a creditor aligned with SCI's
legitimate creditor constituents, Mr. Aronzon asserts.

Boyd's agenda, Mr. Aronzon contends, is not aligned with the
interests of the estates' other stakeholders.  With its
Opposition, Boyd is attempting to bypass the reorganization,
prematurely force a truncated sale process, and take control of
the process for its own benefit -- all directly to the detriment
of the estates' legitimate stakeholders, Mr. Aronzon tells the
Court.

The Debtors also argues that the mere fact that the Independent
Lenders, the PropCo Lenders, and the Administrative Agent have
all weighed in with differing views on the Exclusivity Motion
demonstrates quite clearly that there are numerous active and
well-represented creditor constituents ready, willing and able to
advocate their own positions.  The Debtors tell the Court that
they take seriously their responsibility to understand, measure
and balance those positions to formulate as consensual a plan as
possible.  As the only parties in the Cases that bear that
responsibility, the Debtors believe that the requested extension
of exclusivity should be granted in order to facilitate their
ongoing efforts to do just that.

The Debtors aver that premature termination or lapse of
exclusivity can easily have the opposite, polarizing effect,
because the threat of competing creditor plans can drive parties
away from the bargaining table and into entrenched positions
formulated to maximize litigation positions in competing plan
scenarios rather than to explore potential consensual outcomes.

The Debtors believe, at this early point in the Cases, that their
requested extension of exclusivity will continue to facilitate
the constructive plan discussions that are already ongoing with
various stakeholders and that the lapse of exclusivity would be a
polarizing event that could drive the parties away from the table
and back to their respective comers, thereby greatly impeding the
their efforts to arrive at consensual plan.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Records $455.4 Million Net Loss for Q3
-------------------------------------------------------
Station Casinos, Inc., announced the results of its operations for
the third quarter ended September 30, 2009.

The Company's net revenues for the third quarter ending
September 30, 2009, were approximately $255.7 million, a decrease
of 19% compared to the prior year's third quarter.  The Company
reported Adjusted EBITDA for the quarter of $61.4 million, a
decrease of 43% compared to the prior year's third quarter.  For
the third quarter, the Company reported a net loss of
$455.4 million as compared to a net loss of $23.4 million in the
prior year's third quarter.

In connection with the Chapter 11 case to reorganize, the company
recorded reorganization items of $370.6 million in the third
quarter.  These reorganization items represent professional fees
and other costs incurred as a direct result of the Chapter 11
cases of $51.6 million (of which $17.9 million were incurred
during the third quarter), adjustment of swap carrying values of
$94.0 million and losses of $185.7 million and $39.3 million,
respectively, representing the write-off of unamortized debt
discounts and debt issuance costs related to certain liabilities
subject to compromise.

In addition, during the third quarter, the Company incurred
$6.1 million in write-downs and other charges, which included
lease termination expenses, losses on asset disposals and
severance expense.  The Company also incurred $4.5 million in
costs to develop new gaming opportunities, $2.1 million of
expense related to equity-based awards, $1.1 million of
preopening expenses including preopening expenses of its joint
ventures, a reclassification of $7.5 million in legal fees
related to the proposed debt restructuring to reorganization
items, and a gain of $1.4 million related to its deferred
compensation plan.

The Company's third quarter earnings from its Green Valley
Ranch joint venture were $2.1 million, which represents a
combination of the Company's management fee plus 50% of Green
Valley Ranch's operating income.  For the third quarter, Green
Valley Ranch generated Adjusted EBITDA before management fees of
$8.5 million, a decrease of 57% compared to the same period in
the prior year.  Green Valley Ranch reported a net loss of
$12.5 million for the third quarter as compared to a net loss of
$0.3 million in the same period in the prior year.

                    Las Vegas Market Results

For the third quarter, net revenues from the Major Las Vegas
Operations, excluding Green Valley Ranch and Aliante Station,
were $231.9 million, a 19% decrease compared to the prior year's
third quarter, while Adjusted EBITDA from those operations
decreased 36% to $57.8 million from $90.5 million in the same
period in the prior year.  The Major Las Vegas Operations
reported a net loss of $24.8 million for the third quarter as
compared to a net loss of $5.7 million in the same period in the
prior year.

Adjusted EBITDA is not a generally accepted accounting
principle ("GAAP") measurement and is presented solely as a
supplemental disclosure because the Company believes that it is a
widely used measure of operating performance in the gaming
industry and is a principal basis for the valuation of gaming
companies.

            Balance Sheet and Capital Expenditures

Long-term debt was $5.9 billion as of September 30, 2009, of
which $5.7 billion was classified as liabilities subject to
compromise.  Total capital expenditures were $18.4 million for
the third quarter which consisted primarily of maintenance
capital purchases and other projects.  Equity contributions to
joint ventures during the third quarter were $5.2 million.

A full-text copy of Station Casinos, Inc.'s Third Quarter 2009
Financial Results on Form 10-Q filed with the Securities and
Exchange Commission is available for free at:

            http://ResearchArchives.com/t/s?4a5e

                    STATION CASINOS, INC.
       Unaudited Condensed Consolidated Balance Sheets
                     As of Sept. 30, 2009

ASSETS

Current assets:
Cash and cash equivalents                  $225,310,000
Restricted cash                             155,212,000
Receivables, net                             44,104,000
Inventories                                  10,088,000
Prepaid gaming tax                           18,070,000
Prepaid expenses                             15,074,000
Due from unconsolidated affiliates                    -
                                         ---------------
    Total Current Assets                     467,858,000

Property and equipment, net               2,946,949,000
Goodwill                                    366,484,000
Intangible assets, net                      559,909,000
Land held for development                   905,597,000
Investments in joint ventures                41,877,000
Native American development costs           218,148,000
Due from unconsolidated affiliate             5,198,000
Other assets, net                            89,414,000
                                         ---------------
    Total Assets                          $5,601,434,000
                                         ===============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Current portion of long-term debt            $250,312,000
Accounts payable                               17,806,000
Construction contracts payable                    248,000
Accrued interest payable                        1,359,000
Accrued expenses and other
current liabilities                           85,835,000
                                          ---------------
Total Current Liabilities                    355,560,000

Long-term debt, less current portion            9,490,000
Deferred income tax, net                      433,420,000
Other long-term liabilities, net               22,668,000
                                          ---------------
Total Liabilities                            821,138,000
                                          ---------------
Commitments and contingencies

Stockholders' deficit:
Common stock                                           -
Non-voting common stock                          417,000
Additional paid-in capital                 2,947,084,000
Accumulated other comprehensive loss          (3,972,000)
Accumulated deficit                       (4,160,840,000)
                                          ---------------
    Total stockholders' deficit            (1,217,311,000)
                                          ---------------
    Total liabilities and
     stockholders' deficit                 $5,601,434,000
                                          ===============

                    STATION CASINOS, INC.
Unaudited Condensed Consolidated Statements of Operations
     Three Months & Six Months Ended September 30, 2009

                                 Three Months     Sixth Months
                                 Ended Sept. 30   Ended Sept. 30
                                 --------------   --------------
Operating revenues:
Casino                           $182,277,000     $575,887,000
Food and beverage                  45,828,000      149,828,000
Room                               19,350,000       63,428,000
Other                              18,100,000       49,315,000
Management fees                    13,245,000       39,543,000
                                --------------   --------------
  Gross revenues                   278,800,000      878,001,000
Promotional allowances            (23,075,000)    (72,367,000)
                                --------------   --------------
    Net revenues                   255,725,000      805,634,000
                                --------------   --------------

Operating costs and expenses:
Casino                             79,653,000      244,720,000
Food and beverage                  28,522,000       90,907,000
Room                                8,487,000       25,918,000
Other                               5,640,000       15,229,000
Selling, general and
  administrative                    58,923,000      169,306,000
Corporate                             951,000       25,644,000
Development                         4,534,000        5,738,000
Depreciation and amortization      53,392,000      159,929,000
Preopening                            946,000        4,108,000
Write-downs and other
  charges, net                       6,134,000       11,974,000
                                --------------   --------------
                                   247,182,000      753,473,000
                                --------------   --------------
Operating income                     8,543,000       52,161,000
Losses from joint ventures         (3,526,000)        (855,000)
                                --------------   --------------
Operating income and earnings
from joint ventures                 4,981,000       51,306,000
                                --------------   --------------
Other (expense) income:
Interest expense, net             (56,911,000)    (241,305,000)
Interest and other expense
  from joint ventures              (11,494,000)     (33,769,000)
Change in fair value of
  derivative instruments             1,479,000       35,060,000
Gain on early retirement
  of debt                                    -       40,348,000
                                --------------   --------------
                                   (66,926,000)    (199,666,000)
                                --------------   --------------
Income before income taxes         (61,945,000)    (148,360,000)
  Reorganization items            (370,652,000)    (370,652,000)
                                --------------   --------------
Loss before income taxes          (432,597,000)    (519,012,000)
  Income tax (provision)           (22,803,000)     (35,428,000)
                                --------------   --------------
Net loss                         ($455,400,000)   ($554,440,000)
                                ==============   ==============

                    STATION CASINOS, INC.
      Condensed Consolidated Statements of Cash Flows
            For The Six Months Ended Sept. 30, 2009

Cash flows from operating activities:
Net loss                                       ($554,440,000)
                                            ---------------
Adjustments to reconcile net loss to
net cash used in (provided by) operating
activities:

Depreciation and amortization                  159,929,000
Change in fair value of derivative
  instruments                                   (35,060,000)
Gain on early retirement of debt               (40,348,000)
Amortization of debt discount and
  issuance costs                                 22,783,000
Share-based compensation                         9,958,000
Loss from joint ventures                        34,624,000
Reorganize items                               370,652,000
Changes in assets and liabilities:
Restricted cash                               (140,251,000)
Receivables, net                                (1,833,000)
Inventories and prepaid expenses                 3,600,000
Deferred income tax                             34,973,000
Accounts payable                                 4,189,000
Accrued interest                                85,419,000
Accrued expenses and other
  current liabilities                           (26,064,000)
Other, net                                      (1,299,000)
                                            ---------------
    Total adjustment                            481,272,000
                                            ---------------
    Net cash (use in) provided by
     the operating activities                   (73,168,000)
                                            ---------------
Net cash used for reorganization items          (50,790,000)
                                            ---------------
  Net cash provided (used in) provided by
   operating activities                        (123,958,000)
                                            ---------------
Cash flows from investing activities:
Capital expenditures                           (49,596,000)
Proceeds from sale of land, property
  and equipment                                     842,000
Investments in joint ventures                  (21,152,000)
Distributions in excess of earnings
   from joint ventures                            1,353,000
Construction contracts payable                  (9,180,000)
Native American development costs              (11,766,000)
Other, net                                     (12,128,000)
                                            ---------------
    Net cash used in investing
     activities                                (101,627,000)
                                            ---------------
Cash flows from financing activities:
Payments under Credit Agreement with
  maturity dates less than three
  months, net                                             -
Proceeds from issuance of land loan                      -
Payments under Term Loan with maturity
  dates less than three months, net              (1,875,000)
Payments of financing costs                       (460,000)
Redemption of senior subordinated notes         (1,460,000)
Other, net                                      (3,374,000)
                                            ---------------
    Net cash (use in) provided by
     financing activities                        (7,169,000)
                                            ---------------
Cash and cash equivalents:
Decrease in cash and cash equivalents         (232,754,000)
Balance, beginning of period                   458,064,000
                                            ---------------
Balance, end of period                        $225,310,000
                                            ===============

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STEWART & STEVENSON: S&P Corrects Press Release; Junks Rating
-------------------------------------------------------------
The original version of this article, which was published on
Nov. 24, 2009, contained an error in the headline.  The headline
has been corrected.

Standard & Poor's Ratings Services said that on Nov. 24, 2009, it
lowered its issue-level rating on Stewart & Stevenson LLC's
(B/Negative/--) senior unsecured notes to 'CCC+' (two notches
lower than the corporate credit rating) from 'B-'.  At the same
time, Standard & Poor's revised the recovery rating on this debt
to '6' from '5'.  A recovery rating of '6' indicates expectations
of negligible (0-10%) recovery in the event of a payment default.

"These rating actions reflect a lowering of S&P's estimated
valuation given default in light of the extremely difficult
operating conditions in the industry and uncertainty as to when
these conditions might abate," explained Standard & Poor's credit
analyst Kenneth Cox.  The oilfield services company also has a
$250 million asset-based revolving credit facility, which S&P does
not rate.

The updated recovery analysis will be published on RatingsDirect
following release of this article.

                            Ratings List

                      Stewart & Stevenson LLC

          Corporate credit rating          B/Negative/--

                          Ratings lowered

                      Stewart & Stevenson LLC

                                         To            From
                                         --            ----
        Senior unsecured notes           CCC+          B-
         Recovery rating                 6             5


TALLYGENICOM LP: U.S. Case Dismissed This Month on Request
----------------------------------------------------------
TallyGenicom LP had its Chapter 11 case dismissed this month,
Bloomberg News' Bill Rochelle reported.  The case wasn't a
complete wipeout for unsecured creditors, Mr. Rochelle said.
Under a settlement with lenders, $300,000 was set aside in a trust
for unsecured creditors.  The Company said the remaining assets
weren't sufficient to pay off the loan financing the
reorganization.  Dismissal therefore became the preferred ending.

As reported by the Troubled Company Reporter on April 22, the
Delaware Court approved the sale of U.S. based TallyGenicom LP's
business to Printronix Inc. for US$36.6 million, including the
assumption of US$23 million in secured debt, US$6.75 million in
warranty claims and US$4 million in accounts payable.  Michale
Pluta, the preliminary insolvency administrator of TallyGenicom
A.G. sought a stay of the sale pending its appeal, citing that it
has rights to some of the property.  The Delaware Court, however,
refused to issue a stay order.

                   About TallyGenicom L.P.

Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka
Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide
an array of business and industrial imaging devices and printer
parts.

TallyGenicom L.P. and two of its affiliates filed for Chapter 11
protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09-
10266).  Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at
Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their
restructuring efforts.  The Debtors propose Proskauer Rose LLP as
their special corporate counsel; CRG Partners Group LLC as
financial advisor; and Donlin Recano & Company Inc. as their
claims agent.  Suzzanne Uhland, Esq., at O'Melveny & Myers LLP,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent Printronix Inc., the stalking horse bidder.  Randall L.
Klein, Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz,
Ltd., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge &
Rice, PLLC, represent Dymas Funding Company LLC, agent to
Printronix' lenders.  When the Debtors filed for protection from
their creditors, they listed assets and debts between US$10
million to US$50 million each.

Tallygenicom AG is a Germany based subsidiary of TallyGenicom L.P.
Its German liquidator filed a Chapter 15 petition for the comapny
on March 19, 2009 (Banrk. D. Mass., Case No. 09-12253).  The
petitioner, Michale Pluta is the Preliminary Insolvency
Administrator and putative foreign representative of TallyGenicom
AG under Germany's Insolvenzordnung Insolvency Act pending before
the Amtsgericht, the Local Court of Ulm.  The petitioner's
counsel, is Steven T. Hoort, Esq., at Ropes & Gray, in Boston,
Massachusetts.  The company estimated assets and debts of US$10
million to US$50 million.


TATANKA DEVELOPMENT: Sec. 341 Meeting Set for December 21
---------------------------------------------------------
U.S. Trustee for Region 19 will convene a meeting of Tatanka
Development Company, LLC's creditors on December 21, 2009, at 3:00
p.m. at 308 West 21st Street, 2nd Floor, Cheyenne, WY 82001.

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.

Jackson, Wyoming-based Tatanka Development Company, LLC, filed for
Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D.
Wyo. Case No. 09-21174).  Mark E. Macy, Esq., at Macy Law Office,
P.C., assists the Company in its restructuring effort.  According
to the schedules, the Company has assets of $11,501,174, and total
debts of $6,231,627.


TAYLOR-WHARTON: Court Extends Schedules Filing Until Jan. 18
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended, at the behest of Taylor-Wharton International LLC, et
al., the deadline for the filing of schedules of assets and
liabilities and statements of financial affairs by an additional
30 days until January 18, 2010.

The Schedules were initially due on December 18, 2009.  The
Debtors asked for the extension due to the number of the Debtors'
creditors, the size and complexity of the Debtors' business, and
the limited staffing available to gather, process, and complete
the Schedules.

Taylor-Wharton International LLC is a Delaware limited liability
holding company that wholly owns, through separate Delaware
corporations, five distinct subsidiary limited liability
companies, each of which is engaged in specific manufacturing
operations generally engaged in the filed of gas technology.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. Delaware Case No. 09-14089).  The
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

These debtor-affiliates of the Company also filed separate Chapter
11 petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


TAYLOR-WHARTON: Taps Reed Smith as Bankruptcy Counsel
-----------------------------------------------------
Taylor-Wharton International LLC and its affilaites have sought
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Reed Smith LLP as bankruptcy counsel, nunc pro
tunc to the Petition Date.

Andrew Rahl, Jr., Esq., a partner at Reed Smith, said that the
firm will, among other things:

     (a) take all necessary action to protect and preserve the
         Debtors' estates, including the prosecution of actions on
         the Debtors' behalf, the defense of any actions commenced
         against the Debtors, the negotiation of disputes in which
         the Debtors are involved and the preparation of
         objections to claims filed against the Debtors' estates;
         and

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

Mr. Rahl said that Reed Smith will be paid based on the hourly
rates of its professionals:

      J. Andrew Rahl, Jr., Partner          $875
      Mark D. Silverschotz, Partner         $710
      Benjamin L. Brimeyer, Associate       $470
      Han J. Ahn, Associate                 $425
      Katherine Matthews, Associate         $420
      Mark W. Eckard, Associate             $360
      Nina V. Ayer, Associate               $335
      John B. Lord, Paralegal               $235
      Evan Jaffee, Paralegal                $150
      Lisa A. Lankford, Paralegal           $145

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

Taylor-Wharton International LLC is a Delaware limited liability
holding company that wholly owns, through separate Delaware
corporations, five distinct subsidiary limited liability
companies, each of which is engaged in specific manufacturing
operations generally engaged in the filed of gas technology.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. Delaware Case No. 09-14089).  The
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

These debtor-affiliates of the Company also filed separate Chapter
11 petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


THOMAS SCHULTHEIS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors: Thomas K. Schultheis
               Toni L. Schultheis
               4455 Via Bendita
               Santa Barbara, CA 93110

Case No.: 09-14964

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtors' Counsel: Franklyn S. Michaelson, Esq.
                  7 W Figueroa Street 2nd Fl
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Email: kim@msmlaw.com

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

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

According to the schedules, the Company has assets of $34,888,100,
and total debts of $10,450,000.

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

The petition was signed by the Joint Debtors.


TRILOGY DEVELOPMENT: KC Scaffold Seeks Payment for Lease
--------------------------------------------------------
KC Scaffold Service is asking the U.S. Bankruptcy Court for the
Western District of Missouri for permission to repossess its
scaffolding or order Trilogy Development Co. LLC to pay $21,722 in
rent, Steve Vockrodt, staff writer at Kansas City Business Journal
reported.  According to the report, KC Scaffold says its proposal,
which is scheduled for hearing on December 15, is warranted
because the Company has not taken steps toward reorganizing.

Kansas City, Missouri-based Trilogy Development Company, LLC, was
founded by advertising magnate Bob Bernstein to build his west
edge project.  The Company filed for Chapter 11 on May 15, 2009
(Bankr. W.D. Mo. Case No. 09-42219).  Jonathan A. Margolies, Esq.,
and R. Pete Smith, Esq., at McDowell, Rice, Smith & Buchanan
represent the Debtor in its restructuring efforts.  In its
petition, the Debtor disclosed assets and debts ranging from
$100 million to $500 million.


TROPICANA ENT: Adamar of NJ Proposes to Renew D&O Insurance
-----------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Adamar of New
Jersey, Inc., and its affiliate, Manchester Mall, Inc., seek the
Court's authority to renew a directors and officers liability
insurance policy covering Justice Gary S. Stein, as
Trustee/Conservator, and pay the associate premium of $24,391,
relating to the policy coverage through March 12, 2010.

Adamar of New Jersey, Inc., purchased the D&O Policy on Dec. 12,
2007, under which Justice Stein is an "Insured Person."  By
Dec. 12, 2008, the D&O Policy was extended for an additional
year.  It is now currently set to expire on December 12, 2009.

Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, New Jersey, recounts that the Court entered
an order approving the Amended and Restated Purchase Agreement
and sale of substantially all of the New Jersey Debtors' assets
on November 4, 2009.  Under the Amended Agreement, closing on the
sale of all or substantially all of the New Jersey Debtors'
assets is scheduled to occur on the fourth business day, or an
earlier date as may be agreed to, after the date on which all
conditions to Closing have been satisfied or, if permissible,
waived by a party entitled to make a waiver or at other time as
certain parties may agree.  Subject to extension, the outside
closing date under the Amended Agreement is January 31, 2010.

Given the possibility that the Closing may not occur until after
December 12, 2009, pursuant to a December 2007 Conservator Order
of the New Jersey Casino Control Commission and N.J.S.A. 5:12-
130.1(f), Ms. Volkov points out that the New Jersey Debtors must
renew the D&O Policy and make the Premium Payment.

The New Jersey Debtors maintain that their renewal of the D&O
Policy and making the Premium Payment arguably are ordinary
course of business transactions, which do not require notice and
a hearing pursuant to Section 363(c) of the Bankruptcy Code.  To
avoid any doubt or future controversy, however, the New Jersey
Debtors seek the Court's permission to fulfill their obligations
under the Casino Control Act and the Conservator Order by
renewing the D&O Policy covering Justice Stein and making the
Premium Payment.

Failure to maintain the D&O Policy in violation of the
Conservator Order and New Jersey law likely would cause Justice
Stein to resign from his position as Trustee/Conservator, thereby
jeopardizing the New Jersey Debtors' ability to operate a casino
and to consummate the Amended Agreement, to which Justice Stein
is a signatory in his capacity as Trustee/Conservator, Ms. Volkov
tells Judge Wizmur.

In separate filings, the New Jersey Debtors sought and obtained
Judge Wizmur's approval of a shortened notice period for a
hearing on the Motion.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Atlantic City Purchase Price Stays at $200 Million
-----------------------------------------------------------------
To recall, the New Jersey Casino Control Commission
approved on August 27, 2009, an ownership structure for the
Tropicana Casino and Resort Atlantic City to be placed under the
control of a group of investors led by billionaire financier Carl
C. Icahn.

In June 2009, the U.S. Bankruptcy Court for the District of New
Jersey approved the purchase of Tropicana Atlantic City by the
Icahn investor group through a "credit bid," wherein the
investors will cancel $200,000,000 in debt from a $1,400,000,000
mortgage the group holds on the property, in exchange for
ownership of the casino.

The Icahn investor group now seeks the New Jersey gaming
regulators' approval to restructure the deal that would allow
them to save on tax payment in the event they resell the property
in the next few years, according to a November 12, 2009 report of
pressofAtlanticCity.com.

For tax purposes, the Icahn investor group prefers to complete
the sale in a stock deal that would set the value of Tropicana
Atlantic City to $700,000,000.  However, the group "would not
actually pay an extra $500,000,000 for the casino," PAC said.

Jordan Bleznick, an attorney for the New York-based Icahn
Associates, told PAC that "the purchase price remains at
$200,000,000."

Mr. Bleznick told the New Jersey Casino Control Commission that
the Icahn investor group would "inherit" Tropicana Atlantic
City's current $700,000,000 tax value instead of having the
amount reduced to $200,000,000 to reflect the sale price, PAC
reported.

Mr. Bleznick added that the Icahn investor group has no plans to
sell the Tropicana Atlantic City "in the near future," but  noted
that "ultimately, things are sold," according to PAC.

PAC noted that the Icahn investor group "seems to be betting that
Atlantic City's depressed casino market will recover in years to
come" and that the group would be able to sell the casino for "a
lot more than the steeply discounted price of $200,000,000" that
they are paying.

According to Mr. Bleznick, the sale is expected to close "within
the next month or two."

The NJ Commission subsequently approved the restructured purchase
agreement that will enable the Icahn investor group to save on
taxes if they resell Tropicana Atlantic City, the Associated
Press reported on November 20, 2009.  This will set the tax value
for Tropicana Atlantic City at $700,000,000, but the purchase
price will remain at $200,000,000.

"The sale should close in December [2009] or January [2010],"
according to AP.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: NJ Debtors Seek to Extend Cash Collateral Period
---------------------------------------------------------------
Adamar of New Jersey, Inc., and its affiliate, Manchester Mall,
Inc., seek a ruling from the U.S. Bankruptcy Court for the
District of New Jersey for continued access to their Cash
Collateral through January 31, 2010.

The previously issued May 2009 Final Cash Collateral Order
provides that the New Jersey Debtors' has authority to use the
Cash Collateral through December 31, 2009, subject a further
agreement of the concerned parties.

The New Jersey Debtors, however, note that they need an extension
of the Cash Collateral use to be able to pay the ordinary and
necessary business expenses and administration costs of their
Chapter 11 cases pending the closing of the sale of substantially
all of their assets.

The Asset Sale refers to an Asset Purchase Agreement approved by
the Court in June 2009 for the sale of substantially all of the
New Jersey Debtors assets, free and clear of all liens and
encumbrances.  The APA has been amended since then to effectuate
a "G-Reorganization" pursuant to Section 368(a)(1)(G) of the
Internal Revenue Code.  The Court approved the Amended APA on
November 4, 2009.  By November 19, 2009, the New Jersey Casino
Control Commission approved and authorized the Conservator,
Justice Gary S. Stein, to execute the Amended Agreement.
However, the parties must obtain additional regulatory approvals
and waivers before a closing on the Amended Agreement can occur.

The New Jersey Debtors understand that those regulatory approvals
and waivers may not occur before the December 31, 2009 Cash
Collateral Expiration Date, but are expected prior to January 31,
2010

Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, New Jersey, asserts that absent an agreed-
upon extension and an order authorizing the continued use of Cash
Collateral, the New Jersey Debtors face the potential cessation
of their operations by the end of the year

Ms. Volkov avers that the New Jersey Debtors' secured lenders
have consented to the Debtors' continued use of Cash Collateral
through January 31, 2010.

According to Ms. Volkov, he terms, conditions, and provisions of
the Final Cash Collateral Order will remain in full force and
effect through January 31, 2010, except that the words
"December 31, 2009" in paragraph 15(iv) of the Final Cash
Collateral Order will be replaced with "January 31, 2010."
Moreover, the adequate protection afforded the OpCo Lenders in
exchange for the New Jersey Debtors' use of the Cash Collateral
will remain unchanged through January 31, 2010.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TRUMP ENTERTAINMENT: Beal to Present Outline of Own Plan Dec. 11
----------------------------------------------------------------
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 asking the Court to slightly modify the plan confirmation
schedule so that it can propose its own plan for Trump
Entertainment.

The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey has already approved the disclosure
statements to the respective plans of Trump Entertainment Resorts
Inc., et al., and of the ad hoc group of holders of 8-1/2% Senior
Secured Notes due 2015.  The confirmation hearing will be held at
10:00 a.m. (prevailing Eastern Time) on Jan. 20, 2010; and will be
continued on Jan. 21-22, 2010, and Jan. 26-27, 2010, if necessary.
Objections, if any are due Jan. 11, 2010, at 5:00 p.m. (prevailing
Eastern Time.)

The management plan is based on an agreement reached by Beal Bank
and Donald Trump, which have 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.

According to Beal's counsel, Brian W. Hofmeister, Esq., at
Teich Groh, "Besides treating Beal Bank, as first lien lender,
unfairly, Beal Bank continues to believe that the AHC Plan is
neither favorable for the Debtors' estates nor confirmable as a
matter of law."

As a consequence, Beal Bank has offered the Debtors a proposal for
a revised plan of reorganization that is "materially better for
their stakeholders than either of the plans currently proposed."

Simply, Beal Bank has offered to completely equitize its debt,
which will permit the Debtors to exit chapter 11 debt free.  Beal
Bank has also offered to back stop a rights offering to permit
other stakeholders to participate in the Beal Bank Plan on
terms substantially superior to those offered by the Ad Hoc
Committee under the AHC Plan and with a substantially reduced fee.

In sum, the Beal Bank Plan will deleverage the Debtors'
balance sheet, streamline the plan confirmation process and
maintain or improve creditors' recoveries and opportunities to
participate in the Reorganized Debtors' capital structure, Mr.
Hofmeister relates.  "The Debtors, however, have disregarded these
benefits and have refused to consider Beal Bank's proposal."

Beal Bank is now compelled to pursue its proposal by proposing and
prosecuting its own plan of reorganization for the Debtors.

Beal Bank asks the Court to convene a hearing on December 11,
2009, to consider approval of a disclosure statement to its own
Plan, and temporarily temporarily suspend solicitation of the AHC
Plan (and the Debtors' Plan to the extent the Debtors intend to
pursue one) so that Beal Bank may proceed on the same schedule as
the AHC Plan.

                   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.


TRUMP ENTERTAINMENT: D. Trump Discloses Ownership of 8.29% Common
-----------------------------------------------------------------
Donald J. Trump has filed Amendment No. 17 to his Schedule 13D
which was initially filed with the Securities and Exchange
Commission on June 22, 1995.

Donald J. Trump and Ace Entertainment Holdings Inc. disclosed that
they may be deemed to beneficially own shares of Trump
Entertainment Resort, Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Donald J. Trump                           2,745,758     8.29%
Ace Entertainment Holdings Inc.               1,407      0.0%

As of November 6, 2009, there were 31,690,106 shares of common
stock outstanding, as reported by Trump Entertainment Resorts,
Inc. in its Form 10-Q for the quarter ended September 30, 2009.

A full-text copy of the Amendment No. 17 to the initial Schedule
13D is available for free at http://researcharchives.com/t/s?4a8e

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UAL CORP: Wilmington Trust to Purchase $810.3MM of Equipment Notes
------------------------------------------------------------------
United Air Lines, Inc., and Wilmington Trust Company, as
subordination agent and pass through trustee, under the two pass
through trusts formed by United, entered into the Note Purchase
Agreement, dated as of November 24, 2009.

The Note Purchase Agreement provides for the issuance by United of
equipment notes in the aggregate principal amount of $810,337,000.
The payment obligations of United under the Equipment Notes are
fully and unconditionally guaranteed by UAL Corporation.  The
Trustee agreed to purchase Equipment Notes issued under a Trust
Indenture and Mortgage with respect to each aircraft, entered into
by United and Wilmington Trust Company, as mortgagee.

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

     -- Series A, bearing interest at a stated interest of 9.750%
        per annum in the aggregate principal amount equal to
        $697,731,000, and

     -- Series B, bearing interest at a stated interest of 12.000%
        per annum in the aggregate principal amount equal to
        $112,606,000.

The Equipment Notes will be purchased by the Trustee for each
Trust using the proceeds from the sale of pass through
certificates, Series 2009-2A and Series 2009-2B.

Pending the purchase of the Equipment Notes, the proceeds from the
sale of the Certificates were placed in escrow by the Trustee
pursuant to a separate escrow and paying agent agreement for the
benefit of the certificate holders of each Trust, each dated as of
November 24, 2009, among Wilmington Trust Company, in its capacity
as escrow agent in respect of each Trust and in its capacity as
paying agent on behalf of the escrow agent, the Trustee and J.P.
Morgan Securities Inc., Morgan Stanley & Co. Incorporated and
Goldman, Sachs & Co., as the underwriters.  The escrowed funds
were deposited with JPMorgan Chase Bank, N.A. under a separate
deposit agreement for each Trust, each dated as of November 24,
2009, between Wilmington Trust Company, as escrow and paying
agent, and JPMorgan Chase Bank, N.A., as depositary, relating to
the Certificates.

The interest on the Equipment Notes is payable semi-annually on
each January 15 and July 15, beginning on July 15, 2010. The
principal payments on the Equipment Notes are scheduled on January
15 and July 15 in certain years, beginning on July 15, 2010. The
final payments will be due on January 15, 2017 in the case of the
Series A Equipment Notes and January 15, 2016 in the case of the
Series B Equipment Notes.  The maturity of the Equipment Notes may
be accelerated upon the occurrence of certain events of default,
including failure by United to make payments under the applicable
Indenture when due or to comply with certain covenants, as well as
certain bankruptcy events involving United.  The Equipment Notes
issued with respect to each aircraft will be secured by a lien on
such aircraft and will also be cross-collateralized by other
aircraft financed pursuant to the Note Purchase Agreement.

The Certificates were offered pursuant to the Prospectus
Supplement, dated November 16, 2009, to the Prospectus, dated June
19, 2007, which forms a part of the Company's and United's
automatic shelf registration statement on Form S-3 (Registration
No. 333-143865), filed with the Securities and Exchange Commission
on June 19, 2007.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


VANGENT INC: S&P Downgrades Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Arlington, Virginia-based Vangent Inc. to 'B'
from 'B+'.  The outlook is negative.

At the same time, S&P lowered both the issue-level rating on the
company's senior secured term loan one notch to 'BB-' from 'BB'
and the issue-level rating on the $190 million senior subordinated
notes to 'CCC+' from 'B-' as a result of the lowered corporate
credit rating.  The '1' recovery rating on the senior secured term
loan and the '6' recovery rating on the senior subordinated notes
remain unchanged.

"The lowering of the corporate credit rating is based on
deterioration in profitability, increasing leverage as measured by
adjusted debt to EBITDA, and diminished headroom under the
company's maximum leverage covenant," said Standard & Poor's
credit analyst Jennifer Pepper.  The negative outlook reflects
covenant concerns given deterioration in EBITDA and an aggressive
step-down schedule.


WAVERLY GARDENS: Wants to Get DIP Loan Ext. from First Tennessee
----------------------------------------------------------------
Waverly Gardens of Memphis, LLC, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Tennessee for
permission to obtain $50,000 postpetition financing from First
Tennessee Bank National Association in the form of a revolving
line of credit promissory note.

The Debtors are in need of additional cash to maintain operations
of the two senior living facilities consisting of a total of 248
units.

The Debtors are unable to obtain unsecured credit and they said
that the First Tennessee DIP Loan Agreement represents their best
opportunity under the circumstances to obtain emergency
postpetition financing necessary to fund Debtors' operations.

As reported in the TCR on March 20, 2009, First Tennessee said
that it is owed $8,494,044 by the Debtors.  As security, the
Debtors conveyed to First Tennessee a security interest in
substantially of their assets, including cash collateral.

First Tennessee has agreed to loan new money to Debtors, but only
on these terms and conditions:

   -- The $50,000 will have an interest compounding monthly at
      First Tennessee's base commercial rate plus 2%, and maturing
      on the earlier of March 1, 2010, or confirmation of the plan
      of reorganization.

   -- The First Tennessee DIP Loan will be secured by a
      superpriority lien on all property of each of Debtor's
      estates.

                       About Waverly Garden

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W. D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Kirby Oaks filed for protection
from its creditors, it listed between $1 million and $10 million
each in assets and debts.


WORKSTREAM INC: Chairman Mullarkey Assumes President, CEO Roles
---------------------------------------------------------------
Workstream Inc. said co-founder and Executive Chairman Michael
Mullarkey has assumed the duties of President and Chief Executive
Officer, effective immediately, replacing Steve Purello.

Mr. Purello resigned as President and Chief Executive Officer of
Workstream on November 2, 2009.

"Michael is the architect of the Workstream brand and the
visionary behind the unique customer experience integral to our
company's success," said Thomas Danis, Lead Director of the Board.
"The Board believes there is no better person to ensure that
Workstream capitalizes on its opportunities and drives value for
our shareholders. Furthermore, we remain encouraged by the
improvement in the trends in our business as customers continue to
respond favorably to our new product roll out."

Michael Mullarkey, Chairman, President and Chief Executive Officer
stated: "It is my firm belief that this company, now 10 years of
age, has significant opportunities for substantial growth. The
Board of Directors has asked me to return as our leader in order
to accelerate the timelines for this growth, and for a return to
long-term profitability, which our shareholders so rightfully
expect.

The Company is in the process of negotiating an employment
agreement with Mr. Mullarkey.  The terms of such agreements have
not yet been finalized.

Mr. Mullarkey joined Workstream in 2001 as Chief Executive Officer
through December 2006.  During this period, the Company enjoyed
exceptional growth and developed a broad product portfolio that
transformed the company into a leading provider in Human Capital
Software and consulting services that now spans over 200 Fortune
2000 customers and helps thousands of people take the necessary
steps for career transition.

In connection with Mr. Purello's resignation, the Company and Mr.
Purello are in the process of negotiating a separation agreement.

"I would like to thank Steve for his many contributions," said Mr.
Mullarkey. "He has been an outstanding member of our team and we
wish him great success in his future endeavors."

The Company said, "Also joining the company with Michael Mullarkey
is Andrew Hinchliff, Senior Vice President of North American
Sales.  Andrew joins the team for a second round in leading our
sales and marketing drive.  From 2000-2003, Mr. Hinchliff held
this position when the company was emerging; building and
expanding our customer base by transforming businesses, one HR
client at a time. Since then, Mr. Hinchliff's 20 year sales career
broadened the scope of his experience at Yellow Pages Group, Iron
Mountain and Candour Consulting.  He returns to Workstream
prepared and poised for new business."

"Andrew and Michael have proven collaborative expertise in the
sales and marketing arena, signaling their unswerving confidence
in the right leadership. This will move the company forward and
returns Workstream's focus to revenue growth, profitability and,
exceeding our customer's expectation."

As reported by the Troubled Company Reporter on Sept. 17, 2009,
Cross, Fernandez & Riley, LLP, in Orlando, Florida, raised
substantial doubt on the ability of Workstream Inc. to continue as
a going concern.

In its audit report dated September 14, 2009, on the Company's
Annual Report on Form 10-K for the fiscal year ended May 31, 2009,
said the Company is in default of its notes payable, has suffered
recurring losses from operations and, at May 31, 2009, has
deficiencies in working capital and equity that raise substantial
doubt as to its ability to continue as a going concern.

Workstream said its ability to continue as a going concern
depends, primarily, upon its ability to successfully refinance
approximately $20.2 million of its senior secured notes payable,
including accrued interest thereon that went into default on
May 22, 2009, due to the Company's suspension of trading on the
NASDAQ Stock Market as a result of its stockholders deficit.
Workstream's ability to continue as a going concern is also
dependent upon its ability to generate positive cash flows from
operations.

                       About Workstream Inc.

Maitland, Florida-based Workstream Inc. (Nasdaq: WSTM) is a
provider of software and services for Human Capital Management
through its Enterprise Workforce Services and Career Networks
units.  Workstream conducts its business primarily in the United
States of America and Canada.


YRC WORLDWIDE: Offers Non-Compete Agreement With Execs
------------------------------------------------------
YRC Worldwide Inc. has offered to enter into a Non-Competition,
Non-Solicitation, Non-Disparagement and Confidentiality Agreement
with each of the executive officers of the Company:

     -- Daniel Churay, Executive Vice President General Counsel
        and Secretary

     -- James Kissinger, Executive Vice President - Human
        Resources

     -- Sheila Taylor, Executive Vice President and Chief
        Financial Officer

The Agreement provides, among other things, that each executive
officer will agree for a period of three months following the
officer's termination of employment not to compete with the
business of the Company or induce or encourage any employees,
consultants or contractors of the Company to leave their
employment or service with the Company.  In addition, each officer
will agree not to disclose confidential information of the Company
and to refrain from disparaging the Company and its officers and
employees.

In exchange, the Company will agree to pay the officer an amount
equal to one-third of the officer's base salary on January 2,
2010; provided that the Company still employs the officer on
January 2, 2010.  If the officer's employment with the Company
ends as a result of the officer's resignation or the officer's
termination by the Company with Cause, in each case, before
March 31, 2010, the Company will not be required to pay to the
officer the January 2, 2010 payment, and the officer will be
required to return the January 2, 2010 payment.

If the Company terminates the officer's employment without Cause
or by reason of the officer's death or permanent and total
disability before the January 2, 2010 payment is made, the Company
will pay to the officer or the officer's estate all unpaid
Consideration on the date that is six months following the
officer's termination by the Company without Cause; provided, that
the officer has not breached any applicable provision of the
Agreement, in which case the remaining payments of the
Consideration will not be made, and the Company will withhold
payment of the remaining payments of the Consideration as damages
for any such breach.

In December 2008, prior to Ms. Taylor's appointment as Chief
Financial Officer, the Company had previously entered into a non-
competition and retention agreement with her.  Her Agreement will
additionally provide that if she has not received Consideration of
at least $159,024 on or before July 1, 2010, she will receive a
payment, if any, equal to the excess of the Prior Agreement Amount
over the amounts paid to her on or before July 1, 2010, so long as
she remains employed with the Company on July 1, 2010; provided
that if the Company terminates her without Cause or if she dies or
becomes permanently and totally disabled before the July 1, 2010
payment is made, the Company will pay to her or her estate all
unpaid Consideration on the date that is six months following her
termination by the Company without Cause; provided, further, that
she has not breached any applicable provision of the Agreement, in
which case the remaining payments of the Consideration will not be
made, and the Company will withhold payment of the remaining
payments of the Consideration as damages for any such breach.  If
her employment with the Company ends as a result of her
resignation or her termination by the Company with Cause, in each
case, before July 1, 2010, the Company will not be required to pay
to her the Excess Amount, and she is required to return the
payment of the Excess Amount.

                        Bankruptcy Warning

As reported in the Troubled Company Reporter on November 11, 2009,
YRC Worldwide told investors it would file for bankruptcy if it
cannot complete a $536 million debt exchange offer that will
enable it to tap into a $106 million revolver credit reserve.

YRC said the uncertainty regarding its ability to generate
sufficient cash flows and liquidity to fund operations raises
substantial doubt about its ability to continue as a going
concern.

YRC reported a net loss of $158.7 million for the three months
ended September 30, 2009, from a net loss of $720.8 million for
the same period a year ago.  The Company posted a net loss of
741.5 million for the nine months ended September 30, 2009, from a
net loss of $731.4 million for the same period a year ago.

At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred
income taxes, net of $131.4 million, pension and post retirement
of $384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.

                        About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.


YRC WORLDWIDE: Sells Contract Carriage Biz for $34MM Cash + Debt
----------------------------------------------------------------
YRC Logistics Services, Inc., a subsidiary of YRC Worldwide Inc.,
closed on November 23, 2009, the sale of its U.S. dedicated
contract carriage business to Greatwide Dedicated Transport, LLC,
an affiliate of Greatwide Logistics Services, LLC, for $34 million
in cash and the assumption of certain liabilities pursuant to an
Asset Purchase Agreement dated as of November 23, 2009 by and
between Logistics, as seller, and Greatwide, as buyer.

Pursuant to the APA, Logistics sold most of the assets comprising
the Business to Greatwide, including (i) the sale of equipment,
vehicles and real property and (ii) the assignment of customer
contracts and leases for equipment, vehicles and real property.
Greatwide also assumed certain liabilities related to the
Business, including certain accounts payable and accrued
liabilities.  Logistics received approximately $32 million of the
purchase price at closing, net of closing expenses, with $750,000
held in escrow for working capital adjustments and $1 million held
in escrow for possible indemnification of Greatwide by Logistics,
including for any breach by Logistics of its representations and
warranties and obligations under the APA.  The APA contains
customary representations and warranties by both Logistics and
Greatwide.

The sale of the Business is considered a "Permitted Disposition"
as defined in the Company's Credit Agreement, dated August 17,
2007, among the Company, certain of its subsidiaries, JPMorgan
Chase Bank, National Association, as agent, and the other lenders
that are parties thereto.  The required Lenders consented to the
sale of the Business, and pursuant to the terms of the Credit
Agreement, the Company prepaid outstanding revolver loans with
100% of the net cash proceeds received from Greatwide with a
corresponding (i) decrease in the amount of Revolving Commitments
(as defined in the Credit Agreement) available under the unblocked
portion of the Credit Agreement and (ii) increase to the New
Revolver Reserve Amount.  The Permitted Disposition is not
included in the determination of the Company's asset sales for
purposes of the $400 million limit on assets sales in 2009, nor is
it included in the determination of real estate or non-real estate
assets sales.

"This sale is a strategic move toward a more asset-light business
model and aligns resources at YRC Logistics to focus on our core
offerings, including transportation, distribution and global
services," said John Carr, president of YRC Logistics.

"We have met with the clients involved," Mr. Carr continued, "and
their response has been very supportive.  They realize the
dedicated fleet service is an integral part of the Greatwide
portfolio and they understand this decision is the right thing for
everyone involved."

There are approximately 600 employees involved in the transaction;
Greatwide is working with YRC Logistics to simplify employee
transition from one company to the other.  The purchase price of
$34 million will be used to pay down the company's revolving
credit facility and, in accordance with the recent amendment, will
be applied to the new revolver reserve.

On Tuesday, YRC filed a supplement to its Exchange Offer
prospectus.  YRC said each of the exchange offers will expire at
11:59 p.m., New York City Time, on December 8, 2009, unless
extended.  With respect to any series of old notes, tenders may
not be withdrawn after 11:59 P.M., New York City Time, on the
expiration date.  A full-text copy of the prospectus supplement is
available at no charge at http://ResearchArchives.com/t/s?4a76

                        Bankruptcy Warning

As reported in the Troubled Company Reporter on November 11, 2009,
YRC Worldwide told investors it would file for bankruptcy if it
cannot complete a $536 million debt exchange offer that will
enable it to tap into a $106 million revolver credit reserve.

YRC said the uncertainty regarding its ability to generate
sufficient cash flows and liquidity to fund operations raises
substantial doubt about its ability to continue as a going
concern.

YRC reported a net loss of $158.7 million for the three months
ended September 30, 2009, from a net loss of $720.8 million for
the same period a year ago.  The Company posted a net loss of
741.5 million for the nine months ended September 30, 2009, from a
net loss of $731.4 million for the same period a year ago.

At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred income
taxes, net of $131.4 million, pension and post retirement of
$384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.

                        About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.


ZAIS INVESTMENT: Receives Notice of Acceleration From Noteholders
-----------------------------------------------------------------
Andrew Reierson at Bloomberg News reports that Zais Investment
Grade Ltd. VIII received a notice of acceleration by holders of
its notes, according to a regulatory filing.  The collateral
backing the asset-backed securities will be sold in public sales,
the report says.


* FDIC's Deposit Insurance Has Negative $8.2BB Balance at Sept.
---------------------------------------------------------------
The Federal Deposit Insurance Corporation on November 24, 2009
said that as projected in September, its Deposit Insurance Fund
balance -- or the net worth of the fund -- fell below zero for the
first time since the third quarter of 1992.

FDIC said the fund balance of negative $8.2 billion as of
September already reflects a $38.9 billion contingent loss reserve
that has been set aside to cover estimated losses over the next
year.  Just as banks reserve for loan losses, the FDIC has to set
aside reserves for anticipated closings over the next year.
Combining the fund balance with this contingent loss reserve shows
total DIF reserves with a positive balance of $30.7 billion.

FDIC Chairman Sheila Bair distinguished the DIF's reserves from
the FDIC's cash resources, which stood at $23.3 billion of cash
and marketable securities.

To further bolster the DIF's cash position, the FDIC Board
approved a measure on November 12 to require insured institutions
to prepay three years worth of deposit insurance premiums -- about
$45 billion -- at the end of 2009.

"This measure will provide the FDIC with the funds needed to carry
on with the task of resolving failed institutions in 2010, but
without accelerating the impact of assessments on the industry's
earnings and capital," Chairman Bair said.

Total insured deposits increased by 10% ($491.5 billion),
reflecting new data collected on the temporary increase in the
standard maximum FDIC deposit insurance amount from $100,000 to
$250,000.

On Tuesday, FDIC said commercial banks and savings institutions it
insured reported aggregate net income of $2.8 billion in the third
quarter of 2009, but loan balances declined by the largest
percentage since quarterly reporting began in 1984.  Quarterly
earnings were more than three times the $879 million the industry
earned a year earlier and represented an improvement over the
industry's $4.3 billion net loss in the second quarter of 2009.
More than 26% of all insured institutions reported a net loss in
the latest quarter, up slightly from nearly 25% a year earlier.

"Today's report shows that, while bank and thrift earnings have
improved, the effects of the recession continue to be reflected in
their financial performance," said Chairman Bair.

With regard to the decline in loan balances, Chairman Bair said,
"There is no question that credit availability is an important
issue for the economic recovery.  We need to see banks making more
loans to their business customers.  This is especially true for
small businesses that rely on FDIC-insured institutions to provide
over 60% of the credit they use."

Provisions for loan losses totaled $62.5 billion in the quarter,
an increase of $11.3 billion (22.2%) over the third quarter of
2008.  Net interest income was $4.6 billion (4.8%) higher than a
year earlier, noninterest income increased by $4.0 billion (6.8%),
realized losses on securities and other assets were $3.8 billion
lower, and noninterest expenses declined by $1.6 billion (1.7%).

The FDIC noted that indicators of asset quality continued to
deteriorate during the third quarter; however, the pace of
deterioration slowed for the second consecutive quarter. Both the
quarterly net charge-off rate and the percentage of loans and
leases that were noncurrent (90 days or more past due or in
nonaccrual status) rose to the highest levels in the 26 years that
insured institutions have reported these data.  Insured
institutions charged off $50.8 billion in uncollectible loans
during the quarter, up from $28.1 billion a year earlier, and
noncurrent loans and leases increased by $34.7 billion during the
third quarter.  At the end of September, noncurrent loans and
leases totaled $366.6 billion, or 4.94% of the industry's total
loans and leases.

Total loans and leases declined by $210.4 billion (2.8%) during
the quarter. Loans to commercial and industrial borrowers declined
by $89.1 billion (6.5%), residential mortgage loan balances fell
by $83.7 billion (4.2%), and real estate construction and
development loans declined by $43.6 billion (8.1%).  Total assets
of insured institutions declined by $54 billion. Banks' balances
with Federal Reserve banks increased by $142.4 billion (36.7%)
during the quarter, and investments in U.S. Treasury securities
rose by $28.6 billion (49.3%), as institutions increased their
lower-risk assets.

Among the other findings, net interest margins improved to a four-
year high. The average margin (the difference between the average
yield on interest-earning assets and the average interest expense
of funding those assets) rose to 3.51% from 3.48% in the second
quarter and 3.37% in the third quarter of 2008.  Almost two-thirds
of all institutions (62%) reported higher margins than in the
second quarter. Net interest income totaled $99.9 billion in the
quarter, up from $95.3 billion a year earlier.

The number of institutions on the FDIC's "Problem List" rose to
its highest level in 16 years.  At the end of September, there
were 552 insured institutions on the "Problem List," up from 416
on June 30.  This is the largest number of "problem" institutions
since December 31, 1993, when there were 575 institutions on the
list.  Total assets of "problem" institutions increased during the
quarter from $299.8 billion to $345.9 billion, the highest level
since the end of 1993, when they totaled $346.2 billion.  Fifty
institutions failed during the third quarter, bringing the total
number of failures in the first nine months of 2009 to 95.

"For now, the credit adversity we have been observing for some
time remains with us, and we expect that it will be at least a
couple of more quarters before we see a meaningful improvement in
that trend," Chairman Bair added. "Despite the challenges,
depending on the economy, I am optimistic that if we address these
problems head-on we will see clear signs of improvement in bank
earnings and lending in 2010."


* Toss of Holland & Knight Malpractice Suit Affirmed
----------------------------------------------------
Law360 reports that a federal appeals court has affirmed the
dismissal of malpractice claims against Holland & Knight LLP,
saying a former client of the firm would not have been able to
achieve a result better than a $5.6 million settlement in a
lawsuit because he failed to list assets on a bankruptcy petition.


* BOOK REVIEW: Corporate Players - Designs for Working and Winning
               Together
------------------------------------------------------------------
Author: Robert Keidel
Publisher: Beard Books
Softcover: 271 pages
List Price: $34.95
Review by Henry Berry

In American business, the metaphor of the sports team is commonly
used for business groups of all sizes -- from ad hoc teams of a
few members that deal with temporary problems to groups of
executive managers who are responsible for long-term corporate
survival and the profitability of an entire organization.

The sports team is a favored metaphor because sports bring
individuals with different talents and different responsibilities
together to perform a particular activity and pursue a common
objective.  Within its framework, sports also allow for the
outstanding performance of particular individuals and recognition
of that performance.  The sports team metaphor has become so
common in business and so routinely applied to business teams of
all sorts and sizes that little thought is usually given to its
specifics.

Corporate Players - Designs for Working and Winning Together takes
a close look at what makes a sports team function effectively and
win.  The author then applies these observations to develop a plan
for those in the corporate world to be as successful as those in
the sports world.  While a reprint of a 1988 book, the lessons in
this book are timeless.

Keidel identifies three main types of teams found in business:
autonomy, control, and cooperation.  The author relates each to a
particular type of sports team: autonomy for baseball, control for
football, and cooperation for basketball.  A chart compares
differences among the three with respect to organizational
strategy, organizational structure, and organizational style.  For
instance, the organizational strategy for autonomy in baseball is
"adding value through star performers"; while the organizational
strategy for cooperation in basketball is "innovating by combining
resources in novel ways."

With a sharp analytic eye and decades of experience in different
aspects of business, including academic and government positions,
Keidel delves into the specifics of business groups as sports
teams.  A fundamental point often overlooked by businesspersons is
that teams in different sports are different in significant ways.
An understanding of these differences is crucial for executives,
managers, and consultants who are responsible for conceptualizing
a team in relation to a particular business matter and then
bringing together a team of individuals.  As such, executives,
managers, and consultants have roles similar to a general manager
and coach of a sports team.  In some cases, they may also have the
role of a player on the team.

This chart and other aids, together with the author's engaging
commentary and enlightening analyses, will help business leaders
select the right personnel, assemble a team capable of performing
the task at hand, and then coordinate all of the players to
accomplish the desired objective.

Robert W. Keidel has a Ph.D. from Wharton, and has also been a
Senior Fellow at this top business school.  An author of three
other books and many articles, he teaches courses in business
strategy, technology, and organization at Drexel University's
LeBow College of Business.  Robert Keidel Associates is his
business consulting firm.



                           *********

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 **