TCR_Public/091130.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 30, 2009, Vol. 13, No. 331

                            Headlines

101/202 HOLDINGS: Case Summary & 15 Largest Unsecured Creditors
ABITIBIBOWATER INC: To Hold Auction for 3 Waste Plants on Dec. 14
ACCURIDE CORP: B&D Thread Leaves Creditors Committee
AFFINION GROUP: Bank Debt Trades at 6.5% Off in Secondary Market
ALABAMA & DUNLAVY: WEDGE Wants Chapter 11 Case Dismissed

ALASKA COMM: Bank Debt Trades at 6.3% Off in Secondary Market
ALEXANDER POTRUCH: Case Summary & 20 Largest Unsecured Creditors
AMBAC FINANCIAL: Expects to Get $440 Million in Tax Refunds
AXESSTEL INC: Posts $908,000 Net Loss in Q3 2009
AXIANT LLC: Proposes NCO-Led Auction for Assets

AXIANT LLC: Gets Court Approval to Hire Epiq as Claims Agent
AXIANT LLC: Taps Latham & Watkins as Bankruptcy Counsel
AXIANT LLC: Wants Schedules Filing Extended Until Jan. 19
AXIANT LLC: Wants to Hire Young Conaway as Co-Counsel
BACHRACH ACQUISITION: Plan Exclusivity Extended to Dec. 11

BANKUNITED FIN'L: FDIC and Creditors Fight Over Lawsuit Rights
BARRY O'BRIEN INC: Case Summary & 12 Largest Unsecured Creditors
BEAUFORT FUN PARK: Case Summary & 20 Largest Unsec. Creditors
BERNARD MADOFF: Picower's Wife Says Clawback Overreaching
BLUMENTHAL PRINT: To Liquidate Assets, Lays Off 178 Workers

BON SECOUR: Taps PronskePatel to Represent in Reorganization Case
BORDERS GROUP: Borders U.K. Insolvency Could Cost $140 Million
BUILDERS FIRSTSOURCE: CFO Horn Resigns; Chad Crow Gets Post
BUTCHER BOY: Court Rejects Chapter 11 Plan of Reorganization
CANOPY FINANCIAL: Files for Chapter 11 Bankruptcy Protection

CANOPY FINANCIAL: Case Summary & 20 Largest Unsec. Creditors
CAPMARK FINANCIAL: Asks Nod for Bryan Cave as Special Counsel
CAPMARK FINANCIAL: Proposes Beekman as Strategic Advisor
CAPMARK FINANCIAL: Proposes Dewey & LeBoeuf as Attorneys
CAPMARK FINANCIAL: Proposes Richards Layton as Delaware Attorneys

CARBON BEACH: Proposes Futter-Wells as Bankruptcy Counsel
CEDAR FAIR: Bank Debt Trades at 6.5% Off in Secondary Market
CENTRAL KANSAS: Gets Interim OK to Access Cash Collateral
CHIPPERFIELD & CHAUVIN: Case Summary & 12 Largest Unsec. Creditors
CIMINO BROKERAGE: Files for Chapter 11 in San Jose

CIT GROUP: Gets Final Approval for $500 Mil. DIP Financing
CIT GROUP: Modifies Prepackaged Chapter 11 Plan
CIT GROUP: Proposes to Assume Long-Term Incentive Program
CIT GROUP: Proposes to Employ Skadden Arps as Counsel
CLYDE WILLIAMS: Case Summary & 3 Largest Unsecured Creditors

COMMSCOPE INC: Bank Debt Trades at 5% Off in Secondary Market
COMPUTER SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
COREL CORP: Vector to Conduct Another Tender Offer
COUNTRY COACH: Case Converted to Chapter 7 Liquidation
COVANTA ENERGY: Bank Debt Trades at 7.2% Off in Secondary Market

DECODE GENETICS: Gets $3.6 Mil. of DIP Financing on Interim
DEX MEDIA EAST: Bank Debt Trades at 20% Off in Secondary Market
DIAMOND BAY: Can Hire Grier Furr & Crisp as Bankruptcy Counsel
DIAMOND BAY: Sec. 341 Meeting Set for December 29
DRYSHIPS INC: Closes Offering of $460MM Convertible Senior Notes

DUBAI WORLD: UAE Central Bank Has Standby Funding for Banks
DUBAI WORLD: Bondholders Form Group, Hire Ashurst as Counsel
EASTON-BELL SPORTS: To Sell $350MM Notes to Institutional Buyers
F & F LLC: Sec. 341 Meeting Set for December 29
FAIRPOINT COMMS: Bank Debt Trades at 22.4% Off in Secondary Market

FAIRPOINT COMMS: Gets Nod to Limit Stock Transfer to Protect NOLs
FAIRPOINT COMMS: Has Nod for AlixPartners as Restructuring Advisor
FAIRPOINT COMMS: Proposal to Tap Ernst & Young Has Interim Nod
FB AIR HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
FINDEX.COM INC: Net Loss Down for Third Quarter 2009

FIRSTFED FINANCIAL: Extends Tender Offer Deadline to Feb. 2010
FORBES MEDI-TECH: Posts C$1.38-Mil. Net Loss in Q3 2009
FORD MOTOR: JPMorgan, Lenders Extend Revolver to November 2013
FORD MOTOR: Bank Debt Trades at 12.14% Off in Secondary Market
FOUNTAIN VILLAGE: Schedules Filing Extended Until Dec. 18

FOUNTAIN VILLAGE: Sec. 341 Meeting Set for December 22
FOUNTAIN VILLAGE: Wants to Employ Tonkon Torp as Bankr. Counsel
FREMONT GENERAL: Elects 5-Year Carryback of 2008 NOL Under New Law
GENERAL MOTORS: Sweden Unlikely to Relax State Loan Rules for Saab

GENERAL GROWTH: Files Third Quarter Results With SEC
GENERAL GROWTH: Seeks Approval of Fallen Timber Settlements
GENERAL GROWTH: Seeks Preliminary Approval of Plan Outline
GEO-SEIS HELICOPTERS: Case Summary & 2 Largest Unsecured Creditors
GREEKTOWN HOLDINGS: October Revenues Total $28.1MM, MGCB Reports

GREEKTOWN HOLDINGS: Proposes Stout Risius as Appraisers
HARRAH'S ENTERTAINMENT: Exchange Bid Launched for Various Notes
HARRAH'S ENTERTAINMENT: Files Prospectus to Cover Resale of Notes
HAWKER BEECHCRAFT: Bank Debt Trades at 25.25% Off
HEALTH MANAGEMENT: Bank Debt Trades at 9.32% Off

HOME AMERICA MORTGAGE: Voluntary Chapter 11 Case Summary
IDEARC INC: Bank Debt Trades at 52% Off in Secondary Market
INFOLOGIX INC: Reports $2 Million Net Loss for Sept. 30 Quarter
INFOLOGIX INC: Restructures Earnout Deal with Delta Health Systems
INFOLOGIX INC: Hercules Deal Prompts Management Shakeup

INTELSAT LTD: Launches Exchange Offer for Sr. Notes, PIK Notes
INTELSAT LTD: Moves Headquarters to Luxembourg
INTELSAT CORP: Bank Debt Trades at 7.3% Off in Secondary Market
INTELSAT JACKSON: Bank Debt Trades at 12% Off in Secondary Market
INT'L CAPITAL ESTATES: Case Summary & 3 Largest Unsec. Creditors

ION NETWORKS: Cyrus Fund at Risk of Contract Breach Suit
K.B. PARADISE ESTATES: Case Summary & 4 Largest Unsec. Creditors
IPCS INC: Sprint Completes Tender Offer, To Close Merger by Dec. 7
LAS VEGAS SANDS: Venetian Orient Secures US$1.75-Bil. Financing
LEAP WIRELESS: To Offer 3,782,000 Shares at Up To $12.64 Apiece

LEHMAN BROTHERS: Deutsche Bank Buys $95.3 Million Claim
LEVI STRAUSS: Extends Headquarters Lease Until December 2012
LEXINGTON PRECISION: Posts $1.9 Million Net Loss in September
LIFE SCIENCES: NYSE Arca to Delist Common Stock on December 7
MAASEN REALTY INVESTMENTS: Voluntary Chapter 11 Case Summary

MERCER INT'L: Holders Swap $43.2MM Notes Due 2010 for 2012 Notes
MERIDIAN RESOURCE: Lenders Extend Forbearance to November 30
METRO-GOLDWYN-MAYER: Bank Debt Trades at 37.33% Off
NORTEL NETWORKS: 'Nortel Bill' Would Protect Workers, Pensioners
OFFICE SOURCE: To Sell Assets to United Stationers

OPTI CANADA: Closes Issuance of US$425-Mil. of 9% First Lien Notes
OSI RESTAURANT: Bank Debt Trades at 19.35% Off in Secondary Market
PARADISE VALLEY MEDICAL: Case Summary & Unsecured Creditor
PENN TRAFFIC: Gets Court OK to Hire Donlin Recano as Claims Agent
PETCO ANIMAL: Bank Debt Trades at 6.21% Off in Secondary Market

RANCHER ENERGY: Posts $1.9 Million Net Loss in September
RAUL BANDA: Case Summary & 20 Largest Unsecured Creditors
RASBERRY TRANSPORTATOIN: Case Summary & Unsecured Creditors
REAL MEX: Delays Effective Date of Registration Statement
REAL MEX: Posts $13,446,000 Net Loss for September 27 Quarter

REPUBLIC LAS COLINAS: Case Summary & 15 Largest Unsec. Creditors
RICHARD HINDIN: Case Summary & 9 Largest Unsecured Creditors
ROGER LADD: Voluntary Chapter 11 Case Summary
SARATOGA RESOURCES: Nov. 30 Hearing Set for Consensual Exit Plan
SCOTT ALLAN MAASEN: Voluntary Chapter 11 Case Summary

SEMGROUP LP: Gets Nod for Settlements with ABN AMRO, et al.
SEMGROUP LP: Gets Nod for Settlement With Gulfmark
SEMGROUP LP: Producers Object to BP Oil Settlement
SEMGROUP LP: Producers Object to J. Aron Settlement
SIMMONS BEDDING: Combined Hearing on Plan & DS on Jan. 5

SIX FLAGS: Bank Debt Trades at 4% Off in Secondary Market
SIX FLAGS: Noteholders Urge Consideration of Alternative Plan
SONORAN ENERGY: Court Sets December 8 Hearing on Dismissal Motion
SPANSION INC: Court Sets Disclosure Statement Hearing to Dec. 14
SPANSION INC: Gets Go Signal to Reject Japan Foundry Pact

SPANSION INC: Spansion Japan, et al., Object to Plan Outline
SPANSION INC: Travis County Wants Secured Claim Paid
SPRINT NEXTEL: Completes Tender Offer for iPCS
STATION CASINOS: Gets Final Approval for Payment of Wages
STATION CASINOS: Lease Decision Period Extended Until Feb. 23

STATION CASINOS: Proposes GGH as Real Estate Advisor
SUNGARD DATA: Bank Debts Trade at 6% and 9% Off
SWIFT TRANSPORTATION: Bank Debt Trades at 12% Off
TAYLOR-WHARTON: Can Hire Garden City as Claims Agent
TELESAT CANADA: Bank Debt Trades at 6.39% Off in Secondary Market

TERRA ENERGY: Reports $331,301 Net Loss for September 30 Quarter
THOMAS GAMBLE: Case Summary & 12 Largest Unsecured Creditors
TROPICANA ENT: Court OKs Expansion of Cooper Work
TROPICANA ENT: NJ Court Approves AC Coin Stipulation
TROPICANA ENT: NJ Debtors Begin Omnibus Claims Objections

TXCO RESOURCES: West Face Owns 5.35% of Outstanding Stock
UNIFI INC: Buys Back Shares Held by Invemed at 10% Discount
UNIVERSITY SHOPPES: Sec. 341 Meeting Set for December 16
US FOODSERVICE: Bank Debt Trades at 16% Off in Secondary Market
VIASPACE INC: Amends Securities Purchase Deal with Chang

VIRGIN MOBILE: Cancels Shares Issuable Under 2007 Incentive Plan
VIRGIN MOBILE: Corvina, Branson Acquire Sprint Shares
VIRGIN MOBILE: NYSE to Delist Class A Shares on December 7
VISTEON CORP: Bank Debt Trades at 9% Off in Secondary Market
WARNER MUSIC: Posts $100 Million Net Loss for Fiscal Year 2009

WASHINGTON MUTUAL: Gets Plan Exclusivity Until January 19
WASHINGTON MUTUAL: Stipulation Resolving BNY's Claims for $4.1BB
WASHINGTON MUTUAL: Receiver Wants Claims Set Off With JPM Deposits
WILLIAM TRIGG BROWDER: Case Summary & 2 Largest Unsec. Creditors

* Retailers Post 0.5% Gain as Friday Shoppers Grab Discounts

* BOND PRICING -- For the Week From November 23 to 27, 2009

                            *********

101/202 HOLDINGS: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 101/202 Holdings, L.L.C.
        P.O. Box 1988
        Tempe, AZ 85280

Case No.: 09-30627

Chapter 11 Petition Date: November 27, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtor's Counsel: Jerry L. Cochran, Esq.
                  Cochran Law Firm, Pc
                  2929 E. Camelback Rd., Suite 118
                  Phoenix, AZ 85016
                  Tel: (602) 952-5300
                  Fax: (602) 952-7010
                  Email: jcochran@cochranlawfirmpc.com

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

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

The petition was signed by Bradley D. Wilde, the company's
manager.

Debtor's List of 15 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Brown & Caldwell                                  $38,237

Butler Design Group                               $23,525

Civil Resources                                   $8,419

Environmental Science Corp.                       $12,325

Gamamge & Burnham                                 $50,175

Gila Resource Management                          $434,600
2128 E. Rio Soladao Pkwy.
Tempe, AZ 85281

Greey Pickett                                     $4,766

Heffernan & Associates                            $1,004

Hoque & Associates                                $50,539

Lemac Equipment                                   $57,159

Merestone Survey                                  $1,500

R.L. Cohen & Associates                           $66,072

Sallquist & Drummond                              $43,585

Salmon, Lewis & Weldon                            $10,293

Smart Utility Methods                             $2,500


ABITIBIBOWATER INC: To Hold Auction for 3 Waste Plants on Dec. 14
-----------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, AbitibiBowater Inc.
will conduct an auction on Dec. 14 to test for competing bids
against the $12.5 million offer from an affiliate of Waste
Management Inc. for three material recovery facilities in Texas.
Other bids are due Dec. 8.  The Court will consider the results of
the auction at a hearing on Dec. 16.  The Abitibi companies are
exiting the waste processing business to focus on the waste
collection and brokerage businesses.

                     About AbitibiBowater Inc.

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

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

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

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

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


ACCURIDE CORP: B&D Thread Leaves Creditors Committee
----------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, amended
the appointment of the members of the official committee of
unsecured creditors in the Chapter 11 cases of Accuride
Corporation and its debtor-affiliates, to reflect the resignation
of B&D Thread Rolling, Inc. from the Committee.

The Creditors Committee now consists of:

1. The Bank of New York Mellon Trust Company, N.A.
   Attn: Dennis Roemlein
   601 Travis Street
   16th Floor, Houston, TX 77002
   Tel: (713) 483-6531
   Fax: (713) 483-6979

2. Ryerson
   Attn: James Doseck
   440 Peachtree Industrial Blvd.
   Norcross, GA 30071
   Tel: (678) 291-4162
   Fax: (678) 291-4163

3. Dawlen Corporation
   Attn: Faith Small
   2029 Micor Drive
   P.O. Box 884
   Jackson, MI 49204
   Tel: (517) 787-2200
   Fax: (517) 768-1766

4. Church Electric
   Attn: Thomas H. Church, Jr.
   7605 Old French Rd.
   Erie, PA 16509
   Tel: (814) 868-1858
   Fax: (814) 866-6387

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 Accuride Corp.

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

Prepetition, Accuride agreed to a balance sheet restructuring with
holders of its 8-1/2 percent senior subordinated notes and the
steering committee of senior lenders.  To complete the proposed
restructuring, Accuride's U.S. entities on October 8, 2009, filed
a voluntary petition under Chapter 11 to seek approval of the
prepackaged reorganization plan (Bankr. D. Del. Case No. 09-
13449).

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

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


AFFINION GROUP: Bank Debt Trades at 6.5% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Affinion Group,
Inc., is a borrower traded in the secondary market at 94.46 cents-
on-the-dollar during the week ended Friday, Nov. 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.49
percentage points from the previous week, The Journal relates.
The loan matures on March 1, 2012.  The Company pays 250 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba2 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among the 173 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 27.

Affinion is a leading provider of marketing services and loyalty
programs to many of the largest financial service companies
globally.  The company provides credit monitoring and identity-
theft resolution, accidental death and dismemberment insurance,
discount travel services, loyalty programs, various checking
account and credit card enhancement services.  Apollo Management
V, L.P., owns 97% of Affinion's common stock.

Affinion carries a 'B2' long term corporate family rating, with
stable outlook, from Moody's.  It has a Caa1 bank loan debt
rating.


ALABAMA & DUNLAVY: WEDGE Wants Chapter 11 Case Dismissed
--------------------------------------------------------
WEDGE Real Estate Finance, L.L.C., a secured creditor in the
Chapter 11 case of Alabama & Dunlavy Ltd., asks the U.S.
Bankruptcy Court Southern District of Texas to dismiss the case.

WEDGE relates that the bankruptcy case constitutes a bad faith
filing to hinder WEDGE from foreclosing on the Debtor's sole
asset, consist of a parcel of land containing 7.68 acres, located
at the corner of Alabama and Dunlavy, in Houston, Harris County,
Texas.

WEDGE adds that it is unlikely that the Debtor will be able to
effectively reorganize.

Houston, Texas-based Alabama & Dunlavy Ltd, also known as
Flatstone II Ltd., filed for Chapter 11 on November 3, 2009,
(Bankr. S.D. Tex. Case No. 09-38463.) Justin M. Jackson, Esq. at
the Jackson Law Firm, represents the Debtor in its restructuring
effort.  In its petition, the Debtor listed assets and debts both
ranging from $10,000,001 to $50,000,000.


ALASKA COMM: Bank Debt Trades at 6.3% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Alaska
Communications Systems Holdings, Inc., is a borrower traded in the
secondary market at 93.70 cents-on-the-dollar during the week
ended Friday, Nov. 27, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents a drop of 0.60 percentage points from the previous
week, The Journal relates.  The loan matures on Feb. 1, 2012.  The
Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's Ba3 rating and Standard &
Poor's BB- rating.  The debt is one of the biggest gainers and
losers among the 173 widely quoted syndicated loans, with five or
more bids, in secondary trading in the week ended Nov. 27.

As reported by the Troubled Company Reporter on Nov. 24, 2009,
Moody's affirmed Alaska Communications Systems Holdings, Inc.'s B1
corporate family rating, B1 probability of default rating, and the
Ba3 rating applicable to the company's bank credit facility.
Concurrently, Moody's also affirmed the prevailing SGL-3
speculative grade liquidity rating (indicating adequate
liquidity).  The rating outlook remains stable.

Alaska Communications Systems Holdings, Inc., is a leading
integrated communications provider based in Anchorage, Alaska.
ACSH is the state's incumbent wireline operator, owns an extensive
IP backbone serving the enterprise segment and also operates an
extensive 3G wireless network in the state of Alaska.


ALEXANDER POTRUCH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alexander Potruch
        200 Scudders Lane
        Roslyn, NY 11576

Bankruptcy Case No.: 09-79107

Chapter 11 Petition Date: November 25, 2009

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

Judge: Dorothy Eisenberg

Debtor's Counsel: John H. Hall Jr., Esq.
                  Pryor & Mandelup, LLP
                  675 Old Country Road
                  Westbury, NY 11590
                  Tel: (516) 997-0999
                  Fax: (516) 333-7333
                  Email: jh@pryormandelup.com

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

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

According to the schedules, the Company has assets of $1,056,173
and total debts of $1,207,171.

A full-text copy of Mr. Potruch's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nyeb09-79107.pdf

The petition was signed by Mr. Potruch.


AMBAC FINANCIAL: Expects to Get $440 Million in Tax Refunds
-----------------------------------------------------------
Ambac Financial Group Inc.'s principal operating subsidiary, Ambac
Assurance Corporation, on November 18, 2009, filed its statutory
statements for the period ended September 30, 2009.  Surplus as
regards to policyholders amounted to roughly $856 million as of
September 30, 2009.

Included in the third quarter statutory results were the effects
of commutations of four collateralized debt obligation of asset-
backed securities exposures completed with multiple
counterparties.  The CDO of ABS transactions, which have an
aggregate of roughly $5.031 billion notional outstanding as of
September 30, 2009, were settled for cash payments of roughly
$520 million.  As a result of the commutation settlements, Ambac
recorded positive adjustments to its aggregate impairment reserves
as of September 30, 2009.

The statutory financial results also included the impact from
other significant non-recurring third quarter activity such as
reinsurance recaptures amounting to $311 million, which had a
positive effect on surplus, and the correction of an error in the
prior quarter's estimation of credit derivative impairments
amounting to roughly $280 million, which had a negative effect on
surplus.

Ambac also expects that it will receive roughly $440 million in
tax refunds as a result of the recently passed "Worker,
Homeownership and Business Assistance Act of 2009" legislation
which will allow Ambac to carryback 2008 and 2009 losses as far
back as 2004.  The tax refund will have a positive effect on AAC's
surplus in the fourth quarter 2009.

Meanwhile, Sean Leonard, a Senior Vice President and the Chief
Financial Officer of Ambac Financial, and Ambac Assurance
Corporation, resigned from Ambac and Ambac Assurance effective
November 24, 2009.  Until such time as a replacement is named, Mr.
Leonard's department heads will report directly to David Wallis,
President and Chief Executive Officer.

                    About Ambac Financial Group

Ambac Financial Group, Inc., through its subsidiaries, provided
financial guarantees and financial services to entities in both
the public and private sectors around the world.

The long-term senior unsecured debt of Ambac is rated CC with a
negative outlook by Standard & Poor's Ratings Service, a Standard
& Poor's Financial Services LLC business, and Ca, with a negative
outlook, by Moody's Investors Services, Inc. Ambac's principal
financial guarantee operating subsidiary, Ambac Assurance
Corporation, a guarantor of public finance and structured finance
obligations, has a CC financial strength rating with a developing
outlook by S&P, and a Caa2 financial strength rating with a
developing outlook from Moody's.

At September 30, 2009, Ambac had $18,099,056,000 in total assets
against $20,273,597,000 in total liabilities.  At September 30,
2009, Ambac had retained deficit of $4,448,113,000 and
stockholders' deficit of $2,174,541,000.


AXESSTEL INC: Posts $908,000 Net Loss in Q3 2009
------------------------------------------------
Axesstel, Inc. reported a net loss of $908,842 on revenues of
$15.0 million for the three months ended September 27, 2009,
compared with net income of $433,077 on revenues of $30.1 million
for the same period ended September 28, 2008.

The Company says that the decrease in revenues is mainly
attributable to a decrease in sales in the Asia, Europe Middle
East and Africa (EMEA) and Latin America regions, which went from
$2.6 million, $11.0 million and $16.2 million, respectively in Q3
2008 to $150,000, $6.6 million and $7.0 million, respectively in
Q3 2009.

                          Balance Sheet

At September 27, 2009, the Company's consolidated balance sheets
showed $21.5 million in total assets and $23.7 million in total
liabilities, resulting in a stockholders' deficit of $2.2 million.

The Company's consolidated balance sheets at September 27, 2009,
also showed strained liquidity with $19.8 million in total current
assets available to pay $23.7 million in total current
liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4ac0

Based in San Diego, Calif., Axesstel, Inc. ((OTCBB: AXST) --
http://axesstel.com/-- designs, develops, manufactures and
markets fixed wireless voice and broadband data products for the
worldwide telecommunications market.  The Compan's product
portfolio includes fixed wireless phones, voice/data terminals,
broadband modems, 3G gateway devices, and M2M (machine-to-machine)
security devices for access to voice calling and high-speed data
services.

Historically, the Company has sold its products to
telecommunications operators in developing countries where large
segments of the population do not have telephone or internet
service.  To date the Company's largest markets have been in Asia,
Europe Middle East and Africa (EMEA), and Latin America, and
currently the Company's largest customers are located in Poland,
Venezuela, and Puerto Rico.  At September 27, 2009, the Company
had a total of 76 customers in 50 countries.


AXIANT LLC: Proposes NCO-Led Auction for Assets
-----------------------------------------------
Axiant, LLC, has sought the approval of the U.S. Bankruptcy Court
for the District of Delaware of procedures that would govern the
auction and sale of substantially all of its assets.

The Debtor is selecting NCO Group, Inc., to be the stalking horse
bidder.  Pursuant to a binding term sheet signed November 20,
2009, NCO Group offered to pay for the assets at a cash purchase
price at $2 million, and assume liabilities to Mann Bracken LLP
and pay cure costs associated with any assumed contracts and other
liabilities.  Pursuant to the term sheet, they agreed that the
asset purchase agreement to be signed the parties will provide for
various deadlines including, a closing of the sale by February 9,
2010.  The parties though have yet to sign an asset purchase
agreement.

The Bidding Procedures allow parties to submit competing bids for
the assets.  The Bidding Procedures submitted by the Debtor to the
Court provide that the aggregate consideration offered by
competing bidders must equal or exceed the sum of the cash
"Purchase Price" and assumed liabilities provided for under the
NCO Asset Purchase Agreement, in the aggregate, plus the amount of
the Break-Up Fee ($210,000), plus the amount of the maximum
Expense Reimbursement Fee ($150,000), plus $75,000 (the Initial
Minimum Overbid Increment) and will continue in increments of at
least $25,000 (the Minimum Overbid).  The Debtor and the Stalking
Horse Bidder estimate that the total consideration will be between
$7 million and $10 million.

Subject to an asset purchase agreement where NCO Group will be
stalking horse bidder, the Debtor will pay NCO Group a break-up
fee in the amount of 3% of the consideration paid and an expense
reimbursement for out of pocket costs and expenses up to a maximum
of $150,000 in the event it is outbid at the auction.  NCO Group
has agreed to use the lowest estimate of total consideration, $7
million, which will result in a break-up fee of $210,000.

For credit bidding, secured lenders must post cash deposit of
$200,000.  A credit bid must provide for payment in cash at
closing and/or the assumption of the administrative expense claims
of the Debtor incurred from the Petition Date through and
including the date on which the closing of the sale occurs, as
well as cash sufficient to pay the Break-Up Fee and the Expense
Reimbursement Fee.  In the event a secured lender submits a credit
bid for all of their collateral, the Debtor reserve their rights
to not consult with the lender as to whether a potential bidder is
a qualified bidder with respect to the assets.

The Debtor has proposed this timeline:

  December 14, 2009:      Bidding Procedure Procedures Hearing
  January 20, 2010:       Submission Deadline for Qualified Bids
  January 25, 2010:       Auction
  January 27, 2010        Proposed Sale Hearing
  February 9, 2010:       Closing of Sale

If the Debtor and the Stalking Horse Bidder are unable to agree on
the terms of an APA, the Debtor will seek authority to commence an
open auction process without a stalking horse bidder at the
Bidding Procedures Hearing.

A copy of the term sheet is available for free at:

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

A copy of the proposed bidding procedures is available for free
at http://bankrupt.com/misc/AXIANT_bidding_procedures.pdf

The Stalking Horse Bidder is represented by Blank Rome LLP.

The Debtor retained SSG Capital Advisors, LLC, as its investment
banker to assist with its continued sales and marketing efforts.

Huntersville, North Carolina-based Axiant, LLC, aka MBSolutions
LLC, filed for Chapter 11 bankruptcy protection on November 20,
2009 (Bankr. D. Delaware Case No. 09-14118).  Michael R. Nestor,
Esq., and Pilar G. Kraman, Esq., at Young Conaway Stargatt &
Taylor, LLP, assist the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


AXIANT LLC: Gets Court Approval to Hire Epiq as Claims Agent
------------------------------------------------------------
Axiant, LLC, sought and obtained permission from the Hon. Mary F.
Walrath of the U.S. Bankruptcy Court for the District of Delaware
to hire Epiq Bankruptcy Solutions, LLC, as claims, noticing and
balloting agent.

Epiq will, among other things, receive and docket claims filed
against the Debtor, record all transfers of claims, and provide
access to the public for examination of copies of the proofs of
claim or proofs of interest filed in the case without charge
during regular business hours.

Epiq will be paid at the rates set forth in its agreement with the
Debtor, a copy of which is available for free at:

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

Daniel C. McElhinney, the executive director of Epiq, 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).

Huntersville, North Carolina-based Axiant, LLC, aka MBSolutions
LLC, filed for Chapter 11 bankruptcy protection on Nov. 20, 2009
(Bankr. D. Del. Case No. 09-14118).  Michael R. Nestor, Esq., and
Pilar G. Kraman, Esq., at Young Conaway Stargatt & Taylor, LLP,
assist the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and liabilities.


AXIANT LLC: Taps Latham & Watkins as Bankruptcy Counsel
-------------------------------------------------------
Axiant, LLC, has asked for permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Latham & Watkins LLP
as bankruptcy counsel, nunc pro tunc to the Petition Date.

Axiant will, among other things:

     (a) negotiate with representatives of creditors, interest
         holders and other parties-in-interest and take necessary
         action on behalf of the Debtor to obtain approval of a
         disclosure statement and confirmation of a plan;

     (b) defend the Debtor in any action commenced against the
         Debtor;

     (c) prepare motions, applications, answers, orders, reports,
         and papers necessary to the administration of the
         Debtor's estate; and

     (d) advise the Debtor in any potential sale of assets.

Josef S. Athanas, a partner at Latham & Watkins, says that the
hourly rates of the personnel are:

             Partners               $750-$1,050
             Counsel                $695-$950
             Associates             $370-$740
             Paraprofessionals      $95-$415

Mr. Athanas assures the Court that Latham & Watkins is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtor is also seeking to retain Young Conaway Stargatt &
Taylor, LLP, as its Delaware bankruptcy counsel, which may also
serve as conflicts counsel.  Latham & Watkins has assured the
Debtor that it will coordinate with YCS&T and any other counsel to
avoid inefficiency and duplication of work.

Huntersville, North Carolina-based Axiant, LLC, aka MBSolutions
LLC, filed for Chapter 11 bankruptcy protection on November 20,
2009 (Bankr. D. Del. Case No. 09-14118).  Michael R. Nestor, Esq.,
and Pilar G. Kraman, Esq., at Young Conaway Stargatt & Taylor,
LLP, assist the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


AXIANT LLC: Wants Schedules Filing Extended Until Jan. 19
---------------------------------------------------------
Axiant, LLC, has asked the U.S. Bankruptcy Court for the District
of Delaware to extend the filing of schedule of assets and
liabilities, statement of financial affairs, schedule of current
income and expenditures, statement of executory contracts and
unexpired leases, and a list of equity and security holders for an
additional 30 days until January 19, 2010.

The Debtor has more than 200 creditors.  Due to the complexity of
its operations, the Debtor anticipates that it won't be able to
complete its schedules and statements within the current 30-day
deadline.

Huntersville, North Carolina-based Axiant, LLC, aka MBSolutions
LLC, filed for Chapter 11 bankruptcy protection on November 20,
2009 (Bankr. D. Del. Case No. 09-14118).  Michael R. Nestor, Esq.,
and Pilar G. Kraman, Esq., at Young Conaway Stargatt & Taylor,
LLP, assist the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


AXIANT LLC: Wants to Hire Young Conaway as Co-Counsel
-----------------------------------------------------
Axiant, LLC, has sought permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Young Conaway Stargatt &
Taylor, LLP, as co-counsel, nunc pro tunc to the Petition Date.

YCS&T will, among other things:

     (a) provide legal advice with respect to the Debtor's powers
         and duties in the continued operation of its business,
         management of its properties and sale of its assets;

     (b) prepare and pursue confirmation of a plan and approval of
         a disclosure statement;

     (c) prepare necessary applications, motions, answer, orders,
         reports and other legal papers; and

     (d) appear in Court and protect the interests of the Debtor.

Michael R. Nestor, a partner at YCS&T, says that the hourly rates
of the personnel are:

     Michael R. Nestor, Partner          $560
     Kara Hammond Coyle, Associate       $330
     Pilar G. Kraman, Associate          $240
     Anastasia Joseck, Paralegal         $155

Mr. Nestor assures the Court that YCS&T is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The Debtor is also seeking to retain Latham & Watkins LLP as
bankruptcy counsel.  The Debtor says that YCS&T and Latham &
Watkins have discussed a division of responsibilities and will
make every effort to avoid duplication of effort in this case.

Huntersville, North Carolina-based Axiant, LLC, aka MBSolutions
LLC, filed for Chapter 11 bankruptcy protection on November 20,
2009 (Bankr. D. Del. Case No. 09-14118).  Michael R. Nestor, Esq.,
and Pilar G. Kraman, Esq., at Young Conaway Stargatt & Taylor,
LLP, assist the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


BACHRACH ACQUISITION: Plan Exclusivity Extended to Dec. 11
----------------------------------------------------------
Bloomberg News' Bill Rochelle reports that Bachrach Acquisition
LLC obtained from the Bankruptcy Court a December 4 extension of
its exclusive period to file a Chapter 11 plan.  This is the
second extension granted to the Debtor.

Headquartered in New York City, Bachrach Acquisition, LLC --
http://www.bachrach.com/-- sells men's apparel and has stores in
13 states.

The Company filed for Chapter 11 on May 6, 2009 (Bankr. S.D.N.Y.
Case No. 09-12918).  Clifford A. Katz, Esq., Evan J. Salan, Esq.,
Henry G. Swergold, Esq., and Teresa Sadutto-Carley, Esq., at
Platzer, Swergold, Karlan, Levine, Goldberg & Jaslow, LLP,
represent the Debtor in its restructuring effort.  The formal
lists of assets and liabilities show assets on the books for
$20.2 million and debt totaling $24.2 million, including
$8.1 million secured as of the petition date.


BANKUNITED FIN'L: FDIC and Creditors Fight Over Lawsuit Rights
--------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the official
committee of unsecured creditors for BankUnited Financial Corp. is
headed for a courtroom dispute with the Federal Deposit Insurance
Corp. over who has the right to bring claims against the bank's
holding Company's officers and directors.

In September, the Creditors Committee obtained permission from
Bankruptcy Judge Laurel Isicoff to investigate and pursue, on
behalf of the holding company, claims against current and former
officers and directors, although not any claims that belong to the
FDIC as receiver for the failed bank subsidiary.  The Committee is
looking into claims arising from alleged breaches of duty by
current and former officers and directors and pre-bankruptcy
professionals, including law firm Camner Lipsitz PA and any
current or future member of the firm.

Mr. Rochelle relates that the FDIC, in papers filed with the
Bankruptcy Court Nov. 24, says the Committee is stepping on its
toes by asserting claims against officers and directors that may
be pursued only by the agency.  The FDIC says that federal law
gives the FDIC, on behalf of depositors, all claims except those
not related to the bank.  The FDIC contends that the Committee has
investigated and threatens to bring claims related to the
management of the affairs of the bank.  The FDIC says it has
already notified officers and directors that it has many of the
very same claims.

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark
D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent
the Debtors as counsel.  Corali Lopez-Castro, Esq., David Samole,
Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers,
Esq., at Kilpatrick Stockton LLP, serve as counsel to the official
committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. said it has
assets of $37,729,520 against debts of $559,740,185.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120,000,000 and $118,171,000 on account of senior notes.


BARRY O'BRIEN INC: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Barry W. O'Brien, Inc.
         dba Encinitas Arco
         dba Encinitas Gas
         dba O'Brien Station
       310 Encinitas Blvd.
       Encinitas, CA 92024

Bankruptcy Case No.: 09-18104

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Diane H. Gibson, Esq.
                  Law Offices of Diane Gibson
                  2755 Jefferson Street, Suite 203
                  Carlsbad, CA 92008
                  Tel: (760) 720-0080
                  Email: dgibsonlaw@gmail.com

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

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

According to the schedules, the Company has assets of $1,675,534
and total debts of $2,116,486.

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

            http://bankrupt.com/misc/casb09-18104.pdf

The petition was signed by Barry W. O'Brien, president of the
Company.


BEAUFORT FUN PARK: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Beaufort Fun Park, LLC
          dba Beaufort Fun Park
        591 Robert Smalls Parkway
        Beaufort, SC 29906

Bankruptcy Case No.: 09-08923

Chapter 11 Petition Date: November 27, 2009

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

Judge: Chief Judge John E. Waites

Debtor's Counsel: Felix B. Clayton, Esq.
                  Law Office of Felix B. Clayton
                  P.O. Box 1044
                  Beaufort, SC 29901
                  Tel: (843) 379-9363
                  Fax: (843) 379379-9844
                  Email: butch@butchclaytonlaw.com

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

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

According to the schedules, the Company has assets of $1,137,939
and total debts of $2,396,432.

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

            http://bankrupt.com/misc/scb09-08923.pdf

The petition was signed by Scott A. Rabon, managing member of the
Company.


BERNARD MADOFF: Picower's Wife Says Clawback Overreaching
---------------------------------------------------------
Erik Larson at Bloomberg News reports that the wife of long-time
Bernard Madoff investor Jeffry Picower told the U.S. Bankruptcy
Court for the Southern District of New York that the trustee for
Mr. Madoff's firm is "overreaching" in his $7.2 billion lawsuit
against the couple.

In May, Irving H. Picard, trustee for Bernard L. Madoff Investment
Securities LLC, sued Mr. Picower and his foundation for $7.2
billion, to recover fictitious profits that the latter has
withdrawn from Madoff.  Mr. Picower denied that he knowingly
profited from the Ponzi scheme.

According to the Bloomberg News report, Barbara Picower said in a
court filing last week that Mr. Picard doesn't have enough
evidence to force the return of the couple's Madoff-related
profits from as far back as 25 years ago instead of the standard
six-year period used in such cases.  "While a monumental fraud
understandably leads to an enlarged appetite for recovery, not
even the Madoff fraud affords the trustee the outsized powers he
has assumed," the couple's lawyer, William Zabel, said in the
filing.

A hearing on Barbara Picower's request to dismiss the lawsuit is
scheduled for Jan. 7 before U.S. Bankruptcy Judge Burton Lifland.

Mr. Picower drowned in his swimming pool in Palm Beach, Florida,
in October.

                      About Bernard L. Madoff

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

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

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

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

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

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


BLUMENTHAL PRINT: To Liquidate Assets, Lays Off 178 Workers
-----------------------------------------------------------
The Associated Press says a federal court judge ordered the
liquidation of assets of Blumenthal Print Works Inc., leaving 178
employees with no jobs.

AP notes that the company has problem adjusting to a changing
market.

The court gave the title to the company's real estate in South
Carolina and other assets including $690,000 deposited in an
escrow account to Whitney National Bank, AP says.

                   About Blumenthal Print

New Orleans, Los Angeles-based Blumenthal Print Works, Inc. --
http://www.blumenthalprintworks.com/-- operates a home furnishing
and decorative fabric company.  The Company and its affiliate,
Blumenthal Mills, Inc., sell jacquard, circular knits and
velours.  The company filed for Chapter 11 protection on Oct. 20,
2008 (Bankr. E. D. La. Case No. 08-12532).  Blumenthal Mills also
filed for Chapter 11 protection.  Bernard H. Berins, Esq., and
Jan Marie Hayden, Esq., at Heller Draper Hayden Patrick & Horn
LLC, assist the companies in their restructuring efforts.  The
debtors listed assets of $1 million to $10 million and debts of
$10 million to $50 million.


BON SECOUR: Taps PronskePatel to Represent in Reorganization Case
-----------------------------------------------------------------
Bon Secour Partners, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas for permission to employ Pronske &
Patel, P.C. as counsel.

PronskePatel will:

   a) provide legal advice with respect to Debtor's powers and
      duties as debtor-in-possession in the continued operation of
      its business and the management of its property.

   b) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      behalf of the Debtor, the defense of any actions commenced
      against the Debtor, negotiations concerning litigation in
      which the Debtor is involved, and objections to claims filed
      against the Debtor's estate;

   c) prepare on behalf of the Debtor all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of its estate herein;

   d) assist the Debtor in preparing for and filing one or more
      disclosure statements in accordance with Section 1125 of the
      Bankruptcy Code.

   e) assist the Debtor in preparing for and filing one or more
      plans of reorganization at the earliest possible date; and

   f) perform any and all other legal services for the Debtor in
      connection with the Chapter 11 case.

Gerrit M. Pronske, Esq., a shareholder of PronskePatel, tells the
Court that the hourly rates of the firm's personnel are:

     Mr. Pronske               $500
     Rakhee V. Patel           $350
     Partners              $300 - $500
     Associates            $160 - $195
     Legal Assistants          $100

Mr. Pronske assures the Court that PronskePatel is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Pronske can be reached at:

     Pronske & Patel, P.C.
     2200 Ross Avenue, Suite 5350
     Dallas, TX 75201
     Tel: (214) 658-6500
     Fax: (214) 658-6509

                     About Bon Secour Partners

Dallas, Texas-based Bon Secour Partners, LLC, filed for Chapter 11
bankruptcy protection on November 3, 2009 (Bankr. N.D. Tex. Case
No. 09-37580).  Gerrit M. Pronske, Esq., at Pronske & Patel, P.C.,
assists the Company in its restructuring effort.  In its petition,
the Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


BORDERS GROUP: Borders U.K. Insolvency Could Cost $140 Million
--------------------------------------------------------------
As widely reported, Borders U.K. (owned by Valco Capital Partners,
which is part of Hilco) entered administration proceedings in the
U.K. last week, and administrators MCR say that the 45 stores will
remain open for business as normal for now as they look for
buyers.

Borders U.K. is a spin-off from Borders Group, Inc.  On Sept. 21,
2007, Borders Group, Inc., sold its U.K. and Ireland bookstore
operations to Bookshop Acquisitions Ltd., a corporation formed by
Risk Capital Partners, a private equity firm in the United Kingdom
for (i) $20.4 million in cash; (ii) an additional $14.3 million of
contingent deferred consideration [that's unlikely to be
realized]; (iii) a 19.9% equity interest in Bookshop Acquisitions
Ltd.; and (iv) $2.4 million of 7% notes maturing in 2017 or sooner
upon the occurrence of certain [unlikely] events.

Borders Group, Inc., guaranteed some of Borders U.K.'s lease.
Borders Group's maximum exposure is approximately $134 million
under those lease guarantees, subject to the landlords' duties to
re-lease the stories to mitigate their damages.   Also under the
terms of the sale agreement, Borders Group indemnified the U.K.
and Ireland operations from any tax liability arising from the
forgiveness intercompany debt.  The maximum potential liability is
approximately $7.7 million.

Headquartered in Ann Arbor, Mich., Borders Group, Inc. (NYSE: BGP)
-- <http://www.borders.com/>http://www.borders.com/-- is a
specialty retailer of books as well as other educational and
entertainment items.  The company employs approximately 25,000
workers throughout the U.S., primarily in its Borders(R) and
Waldenbooks(R) stores.  Borders announced the closing of 200
Waldenbooks stores in Nov. 20009.  Online shopping is offered
through borders.com.

Borders Group, Inc., has $1.125 billion of first-lien loans
maturing in July 31, 2011.  At Aug. 1, 2009, Borders Group,
Inc.'s balance sheet showed $1.5 billion in assets and
$136.9 million in shareholder equity.  Borders Group, Inc., has
reported net losses in 2007, 2008 and 2009.


BUILDERS FIRSTSOURCE: CFO Horn Resigns; Chad Crow Gets Post
-----------------------------------------------------------
Builders FirstSource, Inc., reports that Charles Horn announced
his resignation as Senior Vice President and Chief Financial
Officer of the Company, effective as of November 23, 2009.

Effective on November 23, 2009, the Board of Directors of the
Company named M. Chad Crow as the Company's Senior Vice President
and Chief Financial Officer.

Mr. Crow, 41, has been Vice President -- Controller of the Company
since May 2000.  He joined the Company in September 1999 as
Assistant Controller.  Prior to joining the Company, he served in
a variety of positions at Pier One Imports, most recently as
Director of Accounting.  Prior to Pier One, Mr. Crow spent four
years at PriceWaterhouse.  Mr. Crow is a C.P.A. and received his
B.B.A. degree from Texas Tech University.

In connection with his appointment to the new position, the
Company's Compensation Committee will review Mr. Crow's
compensation and make a recommendation to the Board of Directors
regarding any changes in the compensation that the Committee
believes are appropriate.

Speaking on behalf of Builders FirstSource's board of directors,
Chairman of the Board Paul S. Levy said "I would like to thank
Charles Horn for his extraordinary leadership as CFO and his
extensive contributions to our Company over the past ten years."
He added "We are delighted to have someone with Chad Crow's
talent, experience and drive taking over this critical role.
Chad's extensive knowledge of the business and his ten years of
outstanding performance with our Company will ensure a seamless
transition."

Builders FirstSource Chief Executive Officer Floyd Sherman said "I
want to thank Charles Horn for his invaluable contributions to our
Company over his many years of service.  Since Charles joined the
Company in 1999, we have acquired and successfully integrated 25
companies, become a public company and endured the worst housing
downturn since the Depression.  Charles' leadership and experience
as CFO helped position our Company to accomplish its extraordinary
growth and to weather the ensuing downturn.  Charles has built a
financial department with a wealth of talent and he leaves the
Company well positioned for the future.  I wish him well in his
new endeavor."

Mr. Sherman added "Chad Crow has worked closely with Charles and
me over many years, and he is an integral member of our senior
management team.  His detailed knowledge of our business, as well
as his involvement in all aspects of our Company's financial
operations, makes him the obvious choice as our new Chief
Financial Officer."

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource, Inc.
(NasdaqGS: BLDR) -- http://www.bldr.com/-- is a supplier and
manufacturer of structural and related building products for
residential new construction.  The company operates in 9 states,
principally in the southern and eastern United States, and has 55
distribution centers and 51 manufacturing facilities, many of
which are located on the same premises as its distribution
facilities.

At September 30, 2009, the Company's consolidated balance sheet
showed $435.3 million in total assets, $398.3 million in total
liabilities, and $37.0 million in total stockholders' equity.

Builders FirstSource has corporate credit ratings of 'Caa1' from
Moody's Investors Service and 'CCC+' from Standard & Poor's.


BUTCHER BOY: Court Rejects Chapter 11 Plan of Reorganization
------------------------------------------------------------
Bill O'Driscoll at RGJ.com says a federal bankruptcy court
rejected Butcher Boy Meat & Deli's Chapter 11 plan of
reorganization, prompting the closing of the Company's South
Virginia Street store.  The Court, Mr. O'Driscoll notes, gave the
Company 10 days to resolve the issue.  The Company said it plans a
50% sale on all merchandise until Monday, the source reported.

Based in Sparks, Nevada, Butcher Boy Meat, Deli & Catering, Inc.
-- http://www.butcherboy.us/-- opened in 1974.  The Debtor
retails food and meat products.  It filed for bankruptcy
protection on July 25, 2008 (Bankr. D. Nev., Case No. 08-51266).
The Debtor is represented by Stephen R. Harris, Esq., at Belding
Harris & Petroni, Ltd., in Reno.  The Debtor disclosed estimated
assets between $1 million to $10 million and estimated debts
between $1 million to $10 million.


CANOPY FINANCIAL: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Canopy Financial Inc. filed for Chapter 11 bankruptcy, listing
$1 million to $10 million in assets and $50 million to
$100 million in liabilities.

Canopy Financial provides health care banking services.  The Wall
Street Journal said the firm is under investigation for allegedly
falsifying financial statements.

The Wall Street Journal, citing TechCrunch and Inc. magazine,
reported on its Web site that the company is accused of falsifying
financial statements and that the Federal Bureau of Investigation
is conducting an investigation.  Vik Kashyap, Canopy's chief
executive officer, said he's stepping down, the Journal reported.

Canopy Financial filed for Chapter 11 on Nov. 25 in Chicago
(Bankr. N.D. Ill. Case No. 09-44943).


CANOPY FINANCIAL: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------
Debtor: Canopy Financial, Inc.
        230 West Monroe
        Chicago, IL 60606

Bankruptcy Case No.: 09-44943

Chapter 11 Petition Date: November 25, 2009

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

Judge: Eugene R. Wedoff

Debtor's Counsel: Vincent E. Lazar, Esq.
                  Jenner & Block LLP
                  353 N. Clark Street
                  Chicago, IL 60654
                  Tel: (312) 923-2989
                  Fax: (312) 840-7389
                  Email: vlazar@jenner.com

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

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

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

             http://bankrupt.com/misc/ilnb09-44943.pdf

The petition was signed by Dan Stevenson, general counsel of the
Company.


CAPMARK FINANCIAL: Asks Nod for Bryan Cave as Special Counsel
-------------------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
authority to employ Bryan Cave LLP as their special counsel, nunc
pro tunc to the Petition Date.  The Debtors have selected Bryan
Cave as their attorneys because of the firm's extensive experience
and knowledge in corporate transactional work and, in particular,
because of the firm's recognized expertise in mergers and
acquisitions, bankruptcy restructuring, credit, corporate finance,
capital markets, tax environmental, executive compensation and
employee benefits and many other areas.  The Debtors relate that
Bryan Cave has also extensive knowledge of their business and
financial affairs due to its long standing relationship with the
Debtors.

As the Debtors' special counsel, Bryan Cave will:

  (a) obtain consent to the transfer of servicing rights if the
      sale of that right is consummated;

  (b) serve as special corporate counsel with respect to the
      sale to Berkadia III, LLC;

  (c) provide advice as requested to the Debtors regarding the
      Debtors' portfolio of owned loans;

  (d) assist the Debtors and Richards, Layton & Finger, P.A. in
      initiating necessary actions in connection with a plan of
      reorganization and prepare related disclosure statement
      documents; and

  (e) advice the Debtors, their Board of Directors and
      management.

The Debtors tell the Court that Bryan Cave has provided them with
10% discount from standard rates.  The firm's discounted rates
are:

  Professional                     Rate/Hour
  ------------                     ---------
  Partners and Counsel             $300-$685
  Associates                       $180-$530
  Paraprofessionals and staff       $85-$275

The Debtors further disclose that Bryan Cave holds a retainer of
$185,432.

The Debtors will also reimburse Bryan Cave for reasonable and
necessary expenses.

Keith M. Aurzada, Esq., at Bryan Cave LLP, in St. Louis,
Missouri, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Proposes Beekman as Strategic Advisor
--------------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
authority to employ Beekman Advisors, Inc., as their strategic
advisor, nunc pro tunc to October 25, 2009, in connection with the
proposed sale of the Debtors' North American servicing and North
American lending and mortgage banking business.

The Debtors assert that they have faced a number of challenges
which have had negative impact on their overall financial
performance, thereby necessitating the consideration of strategic
business alternatives, including the sale of segments of their
businesses, and the commencement of the Chapter 11 cases.

The Debtors' MSB Business is comprised of all of their loan
servicing and loan origination activities primarily related to
their role as a master and special servicer of pools of commercial
real estate loans originated and securitized by the Debtors or
third parties.  The Debtors also act as a primary servicer of
commercial real estate loans that they originate as a propriety or
correspondent lender, and commercial real estate loans that third
parties originate but outsource for servicing.

The Debtors tell the Court that they have selected Beekman because
of the firm's extensive knowledge and expertise in the servicing
business, government sponsored enterprise regulations, and
knowledge of the GSE approval process, which proved beneficial in
qualifying potential purchasers for the MSB Business, and the
negotiation and entry into the APA with Berkadia.

As strategic advisor, Beekman will:

  (a) assist the Debtors' senior management and external
      investment banking, legal, accounting and other advisors
      in evaluating and executing a restructuring and sale of
      the Debtors' MSB Business;

  (b) identify prospective buyers, including an assessment of
      the prospective buyers' history in the U.S. commercial
      real estate finance and the likelihood of executing a
      successful transaction.  As requested, Beekman will
      provide introductions and hold initial meetings with
      prospective buyers to fully assess their potential
      interest;

  (c) provide assistance in the Debtors' due diligence process
      and work cooperatively with the Debtors' assigned staff,
      advisors and counsel in creating a framework and scope of
      due diligence activities for prospective buyers;

  (d) work with the Debtors and their external investment
      banking advisors on industry specific issues in
      relationship to negotiations, discussions and
      documentation with prospective buyers, within the terms
      set by the Debtors; and

  (e) coordinate or assist with the approval of sale or change
      of control of the MSB Business by Fannie Mae, Freddie Mac,
      FHA and Ginnie Mae.

The Debtors propose to pay Beekman:

  (i) a $250,000 retainer for the first 90 days of the term of
      its engagement;

(ii) a monthly fee of $100,000 per month;

(iii) if, (a) during the Term or (b) before the first
      anniversary of the date of its termination, the Debtors
      consummate a transaction, a Completion Fee will be due to
      Beekman;

(iv) the Completion Fee will be calculated as a percentage of
      the enterprise value attributed by the buyer to the MSB
      Business.  If less than 100% interest in the MSB Business
      is sold, then the Enterprise Value for purposes of
      calculation of the Completion Fee will be imputed by
      dividing the purchase price paid by the buyer -- whether
      in cash or stock and not considering any debt of the
      Debtors to be repaid -- by the percentage of the MSB
      Business actually sold.

  (v) the Completion Fee will be calculated as 0.5% of the
      Enterprise Value;

(vi) the Completion Fee will be earned and payable at the
      closing of a transaction involving the MSB Business;

(vii) Beekman will be entitled to reasonable expenses.  Those
      expenses may include travel, accommodations, meals and
      meals with clients or specified third parties related to
      the Engagement; and

(viii) the term of the Engagement will be deemed to have begun on
      May 1, 2009, and will end on April 30, 2010 or upon
      earlier termination.  The Engagement will be deemed to be
      terminated at the closing of a transaction.

The Debtors have also agreed to indemnify and hold harmless
Beekman, its affiliates, officers, directors, partners, agents,
counsel, advisors, employees, and control persons from and
against all losses, claims, damages, liabilities, expenses,
actions, proceedings or investigations to which any Indemnified
Person may become subject arising out of a connection with
Beekman's engagement with the Debtors.  However, the Debtors will
not indemnify an Indemnified Person as to any matter to the
extent that loss, claim, damage, liability or expense has been
finally judicially determined to have resulted directly from
actions taken or omitted to be taken by that Indemnified Person
which constitute gross negligence or willful misconduct.

Shekar Narasimhan, a managing partner of Beekman Advisors, Inc.,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Proposes Dewey & LeBoeuf as Attorneys
--------------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
authority to employ Dewey & LeBoeuf LLP as their attorneys, nunc
pro tunc to October 25, 2009.  The Debtors tell the Court that
Dewey & LeBoeuf has represented them since February 2, 2009, in
connection with their restructuring efforts.

As the Debtors' attorneys', Dewey & LeBoeuf will:

  (a) advise the Debtors in connection with the legal aspects of
      a financial restructuring under Chapter 11;

  (b) prepare on behalf of the Debtors, as debtors in
      possession, all necessary motions, applications, answers,
      orders, reports, and other papers in connection with the
      administration of the Debtors' estates;

  (c) 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;

  (d) take all necessary actions, including to negotiate and
      prepare on behalf of the Debtors, a plan related to
      disclosure statement and all related documents, and those
      further actions as may be required in connection with the
      administration of the Debtors' estates; and

  (e) perform all necessary legal services in connection with
      the prosecution of the Debtors' Chapter 11 cases.

The Debtors propose to pay the firm based on its customary hourly
rates:

           Professional           Range
           ------------           -----
           Partners               $625-$995
           Counsel                $625-$675
           Associates             $385-$625
           Paraprofessionals      $155-$275

The Debtors will also reimburse Dewey & LeBoeuf for all expenses
incurred in connection with its representation.

Michael P. Kessler, Esq., at Dewey & LeBoeuf, in Wilmington,
Delaware, 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 Richards Layton as Delaware Attorneys
-----------------------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
permission to employ Richards, Layton & Finger, P.A., as their
Delaware counsel, nunc pro tunc to the Petition Date.  The Debtors
have selected Richards Layton as their Delaware counsel because of
the firm's extensive experience and knowledge in the field of
creditors' rights, business reorganizations and liquidations under
Chapter 11 of the Bankruptcy Code.

As Delaware counsel, Richards Layton will:

  (a) advise the Debtors of their rights, powers and duties as
      debtors and debtors-in-possession in the continued
      operation of their business and management of their
      properties;

  (b) 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 negotiations of disputes in which
      the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

  (c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders reports and papers in
      connection with the administration of the Debtors'
      estates;

  (d) attend meetings and negotiations with representative of
      creditors, equity holders or prospective investors or
      acquirers and other parties-in-interest;

  (e) appear before the Court, any appellate courts and the
      office of the U.S. Trustee to protect the interest of the
      Debtors;

  (f) pursue approval of confirmation of a plan of
      reorganization and approval of the corresponding
      solicitation procedures and disclosure statement;

  (g) perform all other necessary legal services in connection
      with the Debtors' bankruptcy cases.

The Debtors relate that prior to the Petition Date, they have
paid Richards Layton a retainer of $250,000 in connection with
and in contemplation of their Chapter 11 filings.

The Debtors will pay Richards Layton based on the firm's current
hourly rates:

             Mark D. Collins              $675
             Jason M. Madron              $345
             Lee E. Kaufman               $275
             Aja E. McDowell              $195

Moreover, the Debtors will reimburse Richards Layton for its
necessary expenses.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Capmark Financial

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

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

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

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

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


CARBON BEACH: Proposes Futter-Wells as Bankruptcy Counsel
---------------------------------------------------------
Carbon Beach Partners, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Futter-
Wells, P.C. as bankruptcy counsel.

Futter-Wells will, among other things:

   a. advise the Debtor with regard to the requirements of the
      Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the
      Office of the United States Trustee as they pertain to the
      Debtor;

   b. advise the Debtor with regard to certain rights and remedies
      of its bankruptcy estate and the rights, claims and
      interests of creditors;

   c. represent the Debtor in any proceeding or hearing in the
      Bankruptcy Court involving its estate unless the Debtor is
      represented in the proceeding or hearing by other special
      counsel;

Cynthia Futter, a partner and founding member of Futter-Wells,
tells the Court that pre-bankruptcy, Futter-Wells received $50,000
for legal to be rendered in connection with the Debtor's
Chapter 11 case, including the Debtor's $1,039 filing fee.  The
firm has not received any lien or other interest in property of
the Debtor or of a third party to secure payment of the Futter-
Wells fees.

Through the petition date, Futter-Wells exhausted about $10,000 of
the retainer, leaving a retainer balance at the time of the
Debtor's bankruptcy filing of approximately $39,000.

The hourly rates of Futter-Wells personnel are:

     Ms. Futter                   $350
     Anne E. Wells                $350
     Paralegal                    $125
     Associate                    $225

Ms. Futter assures the Court that Futter-Wells is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Futter can be reached at:

     Futter-Wells, P.C.
     2463 Ashland Ave
     Santa Monica, CA 90405
     Tel: (310) 490-0290
     Fax: (310) 450-9106

                   About Carbon Beach Partners

Calabasas, California-based Carbon Beach Partners, LLC filed for
Chapter 11 on November 3, 2009 (Bankr. C.D. Calif. Case No. 09-
24657.)  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  In its petition,
the Debtor listed assets and debts both ranging from $10,000,001
to $50,000,000.


CEDAR FAIR: Bank Debt Trades at 6.5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Cedar Fair LP is a
borrower traded in the secondary market at 93.47 cents-on-the-
dollar during the week ended Friday, Nov. 27, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.53 percentage points
from the previous week, The Journal relates.  The loan matures on
Aug. 30,2012.  The Company pays 400 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among the 173 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Nov. 27.

Headquartered in Sandusky, Ohio, Cedar Fair LP (NYSE: FUN) --
http://www.cedarfair.com/-- is a publicly traded partnership and
one of the largest regional amusement-resort operators in the
world.  The Partnership owns and operates 12 amusement parks, five
outdoor water parks, one indoor water park and six hotels.  Cedar
Fair is the second-largest regional theme park company in the U.S.
in terms of attendance.

Cedar Fair carries a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.


CENTRAL KANSAS: Gets Interim OK to Access Cash Collateral
---------------------------------------------------------
Central Kansas Crude, LLC, sought and obtained interim approval
from the Hon. Robert E. Nugent of the U.S. Bankruptcy Court for
the District of Kansas to use the cash collateral of The Peoples
Bank, N.A.

Edward J. Nazar, Esq., who has an office in Wichita, Kansas,
explained that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a weekly budget, a copy of which is
available for free at:

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

Prepetition, the Debtor secured financing from The Peoples Bank to
pay each of its operators 25% of the amount owed, and amortize the
remaining amount over five years with quarterly payments being
made.  The loans were secured by collateral, including cash.

In exchange for the Debtor's use of the cash collateral
postpetition, The Peoples Bank is granted an additional and
replacement continuing valid, binding, enforceable, non-avoidable,
and automatically perfected postpetition security interest and
lien on all of the Debtor's current and future assets; an allowed
superpriority administrative expense claim; monthly, interest-only
payments; payment of reasonable fees, costs and expenses of The
Peoples Bank, and postpetition non-default interest.

Upon occurrence and during the continuation of an even of default,
The Peoples Bank may declare a termination, reduction or
restriction on the ability of the Debtor to use Cash Collateral.

The Peoples Bank is represented by Stephen L. Speth, who has an
office in Wichita, Kansas.

AGV Corp., who was granted by the Debtor in September 2008 a
continuing security interest in crude oil and proceeds to secure
existing certain indebtedness currently in the amount of $717,000,
objected to the Debtor's use of cash collateral in the form of
proceeds from SemCrude LP, or any other entity as may received by
the Debtor.  The Debtor has a claim pending in the bankruptcy
proceeding filed by SemCrude.  AGV claims an interest in that
collateral.

The Debtor wants to use cash collateral from the Commencement Date
through May 16, 2010, but for the purpose of the agreed interim
order, the termination date was set for November 25, 2009.

An evidentiary hearing is set for December 10, 2009, at 10:30 a.m.
at Wichita Room 150.

                       About Central Kansas

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


CHIPPERFIELD & CHAUVIN: Case Summary & 12 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Chipperfield & Chauvin Properties LLC
        PO Box 150305
        Altamonte Springs, FL 32715

Bankruptcy Case No.: 09-18096

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Frank M. Wolff, Esq.
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  Email: fwolff@whmh.com

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

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

According to the schedules, the Company has assets of $2,579,070
and total debts of $2,398,578.

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

             http://bankrupt.com/misc/flmb09-18096.pdf

The petition was signed by Mark Chipperfield, managing member of
the Company.


CIMINO BROKERAGE: Files for Chapter 11 in San Jose
--------------------------------------------------
According to Bill Rochelle at Bloomberg News, Cimino Brokerage
Co., also known as Cimino Brother Produce, filed a Chapter 11
petition.  Bloomberg notes the Debtor is intent on keeping its
business operating.  Secured lender Wells Fargo Bank NA wants the
operations terminated and the business liquidated.

The report relates that the Company said revenue in 2007 was $20.7
million.  The business was hurt by heavy rains and then by
defective cartons which caused $6.5 million in damage to the
business.

Cimino Brokerage is the largest importer of broccoli from Mexico
to the U.S.  The company has a cooling facility in Laredo, Texas,
where the vegetables enter the U.S.

The Company filed for Chapter 11 on Nov. 24, 2009, in San Jose,
California (Bankr. N.D. Calif. Case No. 09-60291).  Todd M.
Arnold, Esq., at Levene, Neale, Bender, Rankin, and Brill,
represents the Debtor in its restructuring effort.  The petition
says assets and debt are both less than $50 million.  Secured
lenders are owed $15.6 million, including $6.6 million to Wells
Fargo.


CIT GROUP: Gets Final Approval for $500 Mil. DIP Financing
----------------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC won
final authority from the Court to obtain, on behalf of itself and
certain Subsidiary Borrowers, postpetition financing of up to an
aggregate principal or face amount not to exceed $500 million in
the form of the Letter of Credit Facility from Bank of America,
N.A.

The Court had previously allowed the Debtors, in an interim order,
to draw $125 million of the $500 million.

Banc of America Securities, LLC, is the sole lead arranger and
sole book runner under the L/C Facility.  The Borrowers under the
L/C Facility are CIT and certain non-debtor subsidiaries of the
Company, which initially include (i) CIT Group/Business Credit,
Inc., (ii) CIT Group/Commercial Services, Inc., (iii) CIT Loan
Corporation, formerly CIT Group/Consumer Finance, Inc., (iv) CIT
Group/Equipment Financing, Inc., (v) CIT Healthcare LLC, (vi) CIT
Capital USA Inc., and (vii) CIT Lending Services Corporation.

Judge Gropper authorizes and directs the Debtors to perform all
acts, to make, execute and deliver all instruments and documents,
and to pay all fees that may be reasonably required or necessary
for the Borrowers' and/or Guarantors' performance of their
obligations under the L/C Facility.

The Court held that the Cash Collateral will not be available for
use by the Debtors, whether pursuant to Section 363 of the
Bankruptcy Code or otherwise, and will be released to the Debtors
only in accordance with the provisions of the L/C Facility
Documents.

The Court also authorizes the Debtors to post, on behalf of itself
and the Subsidiary Borrowers, cash collateral from time to time to
secure the letters of credit issued pursuant to, and as required
by, the L/C Agreement.  The Administrative Agent, the L/C Issuer
and the Lenders are authorized, but not required, to take
possession of or control over the Cash Collateral, or take any
other action in order to validate and perfect the liens and
security interests granted to them, the Court ruled.

Pursuant to Section 364(c)(1) of the Bankruptcy Code, all of the
L/C Obligations will constitute allowed claims against CIT with
priority over any and all administrative expenses, diminution
claims and all other claims against CIT.  The Final DIP Order,
however, will not be deemed to authorize CIT or the other parties
to the Senior Credit Facility Agreement to violate the drawing
limitations or the lien limitations provided in the Senior Credit
Facility Agreement, Judge Gropper clarified.

A full-text copy of Judge Gropper's Final DIP Order is available
for free at http://bankrupt.com/misc/CIT_FinalDIPORD.pdf

                        About CIT Group

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

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

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

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

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


CIT GROUP: Modifies Prepackaged Chapter 11 Plan
-----------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC
submitted to Judge Allan L. Gropper of the United States
Bankruptcy Court for the Southern District of New York a Modified
Second Amended Prepackaged Plan of Reorganization dated
November 25, 2009.

The Modified Second Amended Plan supersedes the Prepackaged Plan
of Reorganization, dated October 16, 2009, and as supplemented on
October 23, which the Debtors formulated prior to the Petition
Date.  The Prepackaged Plan garnered (i) 92% of votes of approval
from Class 7 Canadian Senior Unsecured Notes on November 5, 2009,
and (ii) 93% from Class 8 Holders of Senior Unsecured Notes
maturing after 2018 on November 13, 2009.

Essentially, the Modified Second Amended Plan provides for:

  (1) the reinstatement of the Guarantee Claims to include the
      Amended CIT Group Guaranty, but not be Impaired in any
      respect by CIT Group Inc. or Reorganized  CIT, and will be
      in full force and effect on the Effective Date of the
      Plan;

  (2) modifications to the recoveries and treatment of
      these classes:

       * the estimated Allowed Class 7 Canadian Senior Unsecured
         Note Claims is adjusted to approximately $2.149 billion
         from $2.188 billion;

       * Allowed Class 8 Long-Dated Senior Unsecured Note Claims
         is determined by multiplying the principal plus accrued
         but unpaid prepetition interest amount of the Long
         Dated Senior Unsecured Notes by the weekly average of
         the applicable currency exchange rate in the most
         recent Federal Reserve Statistical Release which has
         become available prior to the Voting Deadline;

       * Allowed Class 9 Senior Unsecured Note Claims are
         estimated to reach $25.595 billion, as adjusted from a
         previous estimate of $25.504 billion;

       * Allowed Class 10 Senior Unsecured Term Loan Claims
         are estimated to total $320 million, instead of
         $321 million; and

       * Allowed Class 11 Senior Unsecured Credit Agreement
         Claims are estimated to amount to $3.100 billion, down
         from a previous estimate of $3.101 billion.

  (3) the required consent of 66-2/3% in aggregate principal
      amount of the holders of the Series B Notes with
      respect to the modification of the Intercompany Notes.

As of the Effective Date, holders of Class 7 Canadian Senior
Unsecured Note Claims voting to accept the Plan (i) will dismiss
with prejudice the Canadian Senior Unsecured Note Litigation and
any other actions pending against Delaware Funding, and (ii)
forbear from participating, directly or indirectly, in any action
brought by noteholders or debtholders against CIT, Delaware
Funding, which action alleges the same causes of action based on
the same transaction that is the subject of the Canadian Senior
Unsecured Note Litigation.  The Class 7 Claimants will turn over
any proceeds received as a result of, or arising from, the
Litigation, without affecting any claim or cause of action based
on any act, omission, transaction, event or other occurrence
taking place after the Effective Date.

                    CIT Board of Directors

Under the Modified Second Amended Plan, CIT's Board of Directors
after the Effective Date would consist of 13 directors, including:

  -- five individuals who were serving as directors on
     November 1, 2009;

  -- four nominees proposed to the Nominating and Governance
     Committee of the Board by the Steering Committee;

  -- three nominees proposed to the N&GC by CIT Noteholders --
     other than members of the Steering Committee -- owning more
     than 1% of the aggregate outstanding principal amount of
     outstanding CIT bonds and unsecured bank debt claims; and

  -- CIT's chief executive officer.

To the extent the N&GC or the Federal Reserve does not approve the
Steering Committee Nominees, the Steering Committee will be
permitted to submit additional candidates to the N&GC until four
members of the Board are Steering Committee Nominees.

                    Financing Agreements

CIT Group Inc. or a non-Debtor subsidiary of CIT Group Inc. will
provide cash collateral to the lenders under that certain
Revolving Facility Agreement, dated September 24, 2007, among CIT
Finance and Leasing Corporation as borrower, Citibank (China) Co.,
Ltd. Shanghai Branch as bookrunner, Citibank (China) Co., Ltd.
Shanghai Branch and Standard Chartered Bank (China) Limited,
Shanghai Branch as mandated lead arrangers, Citibank (China) Co.,
Ltd. Shanghai Branch as facility agent and the financial
institutions party thereto as lender, as amended, to secure the
obligations of CIT Group Inc.'s Chinese subsidiaries under the
foregoing facility.

The Debtors note that 2.83% Long-Dated Senior Unsecured Notes due
April 2, 2036, are in the outstanding principal amount of
JPY20,000,000,000 instead of JPY20,000,000.

                     Release Provisions

The Debtors, as of the Effective Date, will be deemed to forever
release, waive and discharge any and all claims and causes of
action that the Debtors and their affiliates' estates may have
against Goldman Sachs International that would constitute or
effect a "TRS Impairment," as defined in the Amended and Restated
Confirmation and any agreements entered into by one or more of the
Debtors and Goldman Sachs International, including any claims or
causes of action arising from Sections 544, 547 and 548 of the
Bankruptcy Code.

The Reorganized Debtors, the Debtors, the Estate, their
subsidiaries, any Committee, the Steering Committee, Bank of
America, N.A. as Administrative Agent and L/C Issuer and Banc of
America Securities LLC as Sole Lead Arranger and Sole Bookrunner
solely with respect to the debtor-in-possession facility, the Exit
Facility Lenders and JPMorgan Chase Bank will not have, or incur,
any liability to any holder of a Claim or an Interest, in
connection with or relating to or arising out of, the
administration of the Chapter 11 Cases, the negotiation of the
terms of the Plan.

A full-text copy of CIT's Modified Second Amended Plan is
available for free at:

    http://bankrupt.com/misc/CIT_Modified2ndAmendedPlan.pdf

                       Plan Exhibits

The Debtors also submitted draft forms of these exhibits as
supplements to the Modified Second Amended Plan:

  (1) Amended and Restated By-Laws of CIT Group Inc.

  (2) Amended and Restated Confirmation

  (3) Second Lien Credit And Guaranty Agreement, among CIT Group
      Inc., certain subsidiaries of CIT Group Inc., as
      guarantors, various lenders, and administrative agent, and
      all agreements, certificates and other related documents

  (4) First Amendment, dated on or about the Effective Date, to
      the Second Amended And Restated Credit And Guaranty
      Agreement dated as of October 28, 2009

  (5) Directors and Officers of Reorganized CIT and Reorganized
      Delaware Funding

  (6) List of Rejected Contracts and Leases

  (7) Series A Notes Supplemental Indenture

  (8) Series B Notes Supplemental Indenture

  (9) Series A Notes Collateral Agency Agreement

(10) Form of New Notes Collateral Agreement

(11) Senior - Junior Intercreditor Agreement

(12) Junior Intercreditor Agreement

(13) Uniform Commercial Code Filings

(14) Amended Intercompany Notes and Ancillary Documents P
      Collateral Agreement among C.I.T. Leasing Corporation And
      CIT Group Funding Company of Delaware LLC

(15) Amended and Restated Long Term Incentive Program China
      Waiver and Forbearance Agreement

(16) Non-Exclusive List of Retained Claims and Causes of Action

(17) Non-Exclusive List of Released Derivative Causes of Action

Full-text copies of the Plan Supplements are available for free
at:

http://bankrupt.com/misc/CIT_Modified2ndAmendedPlanSupplements.pdf

The Plan Supplements, according to the Debtors, are subject to
further revision and modification at or prior to the hearing to
consider confirmation of the Plan.

The Debtors also filed with the Court a proposed order on the
confirmation of the Plan, which Judge Allan Gropper will consider
at a hearing scheduled for December 8, 2009 at 11:00 a.m.
(prevailing Eastern Time).  Objections, if any, must be filed on
or before December 1.

                        About CIT Group

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

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

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

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

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


CIT GROUP: Proposes to Assume Long-Term Incentive Program
---------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, CIT Group, Inc.,
and CIT Group Funding Company of Delaware LLC seek the Court's
authority to assume the long-term incentive program, as amended,
to provide eligible individuals with the right to receive New
Common Interests, as the Old Common Interests originally provided
for under the LTIP Program will be cancelled, terminated and
extinguished pursuant to the Prepackaged Plan of Reorganization.

Under the Amended and Restated LTIP Program, eligible individuals
may receive up to 5%, on an as-diluted basis, of New Common
Interests if issued under the Amended and Restated LTIP Program,
but no New Common Interests will be issued pursuant to the Amended
and Restated LTIP Program on the Effective Date, Gregg M. Galardi,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York,
explains.

Mr. Galardi says assumption of the Amended and Restated LTIP
Program allows CIT Group, Inc., to:

  (a) promote the long-term success of Reorganized CIT and its
      subsidiaries and to increase stockholder value by
      providing Eligible Individuals, as defined in the Amended
      and Restated LTIP Program, with incentives to contribute
      to the long-term growth and profitability of Reorganized
      CIT by offering them an opportunity to obtain a
      proprietary interest in Reorganized CIT through the grant
      of equity-based awards; and

  (b) assist Reorganized CIT in attracting, retaining and
      motivating highly qualified individuals who are in a
      position to make significant contributions to Reorganized
      CIT and its subsidiaries.

Moreover, no party-in-interest will be prejudiced by the
assumption of the Amended and Restated LTIP Program because the
Plan provides for assumption of the Debtors' incentive plans,
including the LTIP Program, Mr. Galardi assures the Court.

Additionally, holders of Claims receiving New Common Interests
under the Plan will not have the New Common Interests diluted by
the assumption of the Amended and Restated LTIP Program on the
Effective Date, as the five percent of New Common Interests
allocated to Eligible Individuals pursuant to the Amended and
Restated LTIP Program will only be issued on the terms and
conditions of the Amended and Restated Program and as approved by
the Board of Reorganized CIT, Mr. Galardi notes.

                        About CIT Group

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

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

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

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

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


CIT GROUP: Proposes to Employ Skadden Arps as Counsel
-----------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC
seek the Court's authority to employ Skadden, Arps, Slate, Meagher
& Flom LLP, as their counsel nunc pro tunc to the Petition Date.

Skadden Arps has represented the Debtors and certain of their non-
debtor subsidiaries on various corporate, regulatory and
litigation matters since 1994.  As a result, in April 2009, CIT
Group, Inc., engaged the services of Skadden Arps in connection
with the Company's restructuring through an Engagement Agreement,
according to Eric Mandelbaum, senior vice president and deputy
general counsel at CIT.

Skadden Arps' prior representation of the Debtors, as well as the
firm's experience in Chapter 11 reorganizations, Skadden Arps is
qualified to represent the Debtors, Mr. Mandelbaum says.

As counsel, Skadden Arps will perform these services in the
Debtors' cases:

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

  (b) attending meetings and negotiating with representatives of
      creditors and other parties-in-interest, and advising and
      consulting on the conduct of the cases,

  (c) including all of the legal and administrative requirements
      of operating in Chapter 11;

  (d) taking all necessary action to protect and preserve the
      Debtors' estates;

  (e) including the prosecution of actions on their behalf, the
      defense of any actions commenced against those estates,
      negotiations concerning litigation in which the Debtors
      may be involved, and objections to claims filed against
      the estates;

  (f) preparing, on behalf of the Debtors, motions,
      applications, answers, orders, reports, and papers
      necessary to the administration of the estates;

  (g) preparing and negotiating on the Debtors' behalf, plan
      of reorganization, disclosure statement and all related
      agreements or documents, and taking any necessary action
      on behalf of the Debtors to obtain confirmation of that
      plan;

  (h) advising the Debtors in connection with any sale of
      assets;

  (i) performing other necessary legal services and providing
      other necessary legal advice to the Debtors in connection
      with the Chapter 11 cases; and

  (j) appearing before the Court, any appellate courts, and the
      United States Trustee, and protecting the interests of the
      Debtors' estates.

Skadden Arps will take appropriate steps to avoid unnecessary and
wasteful duplication of efforts by any other professionals
retained in the Chapter 11 cases, Mr. Mandelbaum told the Court.

The Debtors will pay Skadden Arps in accordance with these hourly
rates:

  Professional                Hourly Rate
  ------------                -----------
  Partners                    capped at $995
  Associates and Counsel      $360 to $835
  Legal Assistants            $175 to $295

The Debtors will also reimburse Skadden Arps for its out-of-pocket
expenses.

The Company paid Skadden Arps the amount of $3,000,000 or the On-
Account Cash to be held as on account cash for the advance payment
of prepetition professional fees and expenses incurred and charged
by the firm in its representation of the Company on restructuring
matters.

Mr. Mandelbaum relates that since the parties' entry into a
prepetition Engagement Agreement in July 2009, Skadden has
provided the Company with invoices in the aggregate approximate
amount of $16,718,570 for restructuring matters, which reflects
amounts billed to the Company for final prepetition invoice for
estimated fees and expenses through the Petition Date.  The
Company has also paid Skadden Arps an aggregate amount of
$18,000,000 with respect to the restructuring engagement, which
amount includes On-Account Cash presently being held, but not yet
applied, by Skadden Arps.

Skadden, Arps estimates that it is holding approximately $1.3
million in On Account Cash that, subject to Court approval, may be
held as a postpetition retainer.  The firm will be permitted,
subject to the Court's approval, to apply the balance of any On
Account Cash they are holding against their final reconciled
invoice for prepetition professional fees and expenses and hold
the balance of any remaining On Account Cash as a postpetition
"evergreen" retainer for professional fees and expenses incurred
and charged by Skadden Arps in its representation of the Debtors
after the commencement of the Chapter 11 cases, Mr. Mandelbaum
explains.

In addition, Skadden Arps will reconcile the Final Prepetition
Bill Amount with the On Account Cash drawn to pay its prepetition
invoices.  To the extent that reconciliation of the amount of the
prepetition invoices is less than the On Account Cash, Skadden
Arps seeks the Court's permission to hold the full amount of the
difference as a Postpetition Retainer to be applied against any
amounts approved by the Court in connection with any Skadden Arps'
final fee application in the Debtors' cases.

In the event that the Final Prepetition Bill Amount exceeds the On
Account Cash, Skadden Arps has agreed to waive any claim against
the Debtors for payment with respect to the amount by which the
Reconciliation Amount exceeds the On Account Cash.

For the year prior to the Petition Date, the Company has paid
Skadden, Arps professional fees and expenses in the approximate
aggregate amount of $19,713,678.27, which professional fees and
expenses were for services rendered to the Debtors as well as non-
debtor subsidiaries and affiliates.

Gregg M. Galardi, Esq., a member at Skadden Arps, tells the Court
that his firm is a "disinterested persons" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                        About CIT Group

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

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

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

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

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


CLYDE WILLIAMS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Clyde R. Williams
               Linda C. Williams
               930 Hurleston Lane
               Atlanta, GA 30302

Bankruptcy Case No.: 09-91229

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: William T. Payne, Esq.
                  Suite 200, 150 E. Ponce de Leon Ave.
                  Decatur, GA 30030
                  Tel: (404) 377-1100
                  Email: wtplaw1100@aol.com

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

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

According to the schedules, the Company has assets of $1,632,005,
and total debts of $2,618,000.

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

            http://bankrupt.com/misc/ganb09-91229.pdf

The petition was signed by the Joint Debtors.


COMMSCOPE INC: Bank Debt Trades at 5% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Commscope, Inc.,
is a borrower traded in the secondary market at 95.33 cents-on-
the-dollar during the week ended Friday, Nov. 27, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.50 percentage points
from the previous week, The Journal relates.  The loan matures on
Nov. 6, 2014.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba2
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among the 173 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Nov. 27.

CommScope, Inc., headquartered in Hickory, North Carolina, is a
leading global provider of wired and wireless connectivity
solutions targeted towards cable and telecom service providers as
well as the enterprise market.

CommScope carries a 'Ba3' long term corporate family rating from
Moody's and 'BB-' issuer credit ratings from Standard & Poor's.


COMPUTER SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Computer Systems Company, Inc.
           dba The CSC Group
           dba The CSC Group of Ohio
           dba The CSC Group of Michigan
        17999 Foltz Parkway
        Strongsville, Ohio

Case No.: 09-20802

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Bruce J.L. Lowe
                  200 Public Square, Suite 3500
                  Cleveland, OH 44114
                  (216) 241-2838
                  Email: blowe@taftlaw.com

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

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

The petition was signed by William Zimmerman, the Company's CEO.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Treasurer, State of Ohio       Taxes               $282,150.71
Ohio Dept. Of Taxation
P.O. Box 347
Columbus, OH 43216

Huntington National Bank       Loans               $119,543.43
Attn: Joe Dix
917 Euclid Avenue
Cleveland, OH 44115

Pease & Associates             Trade               $105,681.50
1422 Euclid Avenue
Suite 801
Cleveland, OH 44115

Fifth Third Bank               Lease-rents          $74,023.60
600 Superior Ave.
Cleveland, OH 44114

State of Michigan              Taxes                $64,925.03
Dept. of Treasury
Dept. 77003
Detroit, MI 48277

Anthem                         Health ins.          $55,876.50
220 Virginia Ave.
Indianapolis, IN 46204

EMC Corporation                Trade                $46,157.40
4246 Collections Center Drive
Chicago, IL 60693

EMC2 Corporation               Trade                $45,652.80
4246 Collections Center Drive
Chicago, IL 60693

Dell Marketing, LP             Lease-rents          $40,439.14
P.O. Box 643561
Pittsburgh, PA 15264

Meyers, Roman, Friedberg &     Trade                $40,000.50
Lewis
28601 Chagrin Blvd. Suite 500
Cleveland, OH 44122

2M Software Assoc.              Trade               $39,000
30285 Bruce Industrial
Parkway
Suite C
Cleveland, OH 44139

Nutter, McClennen & Fish        Trade               $37,618.99
World Trade Center West
155 Seaport Blvd.
Boston, MA 02210

Anydoc Software, Inc.           Trade               $21,388.68
201 North Franklin Street
8th Floor
Tampa, FL 33602

Kastle Properties, LLC          Lease-rents         $20,092.23
2951 Thornhills Avenue
Suite 12B
Grand Rapids, MI 49546

Webex Communications, Inc.      Trade                $18,11.58
P.O. Box 49216
San Jose, CA 95161

Treasurer-Cuyahoga County       Taxes               $17,400.71
Auditor's Office
1219 Ontario Street
Cleveland, OH 44113

Harding & Jacob Ins. Agency     Trade                $24,157.80
26214 Center Ridge Road
Westlake, OH 44145

Rock Bottom Lawn                Trade                $16,662.03
Maintenance
12565 Prospect Rd.
Strongsville, OH 44149

Ael Financial, Llc              Lease-rents          $13,451.16
P.O. Box 88046
Milwaukee, Wi 53288-0046

Howard, Wershbale & Co.         Accounting Services  $13,000.00
Four Commerce Square
23240 Chagrin Boulevard
Suite 700
Cleveland, OH 44122


COREL CORP: Vector to Conduct Another Tender Offer
--------------------------------------------------
Corel Holdings, L.P., a limited partnership controlled by an
affiliate of Vector Capital, on Thursday said it has successfully
completed its all-cash tender offer to purchase all outstanding
common shares, no par value, of Corel Corporation (Nasdaq: CREL;
TSX: CRE), excluding the shares owned by CHLP and its affiliates,
at US$4.00 per share, net to the seller in cash, without interest
and less applicable withholding taxes.

The number of shares tendered pursuant to the offer satisfies the
non-waivable majority of the minority condition to the offer.  The
depositary for the tender offer, CIBC Mellon Trust Company, has
advised CHLP that, as of the expiration of the initial offering
period, a total of approximately 4,542,951 common shares of Corel
Corporation were validly tendered (including shares subject to
guaranteed delivery procedures) and not withdrawn, representing
approximately 52% of the shares outstanding, excluding the shares
owned by CHLP and its affiliates.  All shares that were validly
tendered and not withdrawn during the initial offering period have
been accepted for payment.

CHLP is commencing a subsequent offering period of its tender
offer to acquire all remaining common shares of Corel Corporation.
This subsequent offering period will expire at 12:00 Midnight, New
York City time, on Friday, December 4, 2009, unless extended.

Any shares validly tendered during this subsequent offering period
will be immediately accepted for payment, and tendering
shareholders will thereafter promptly be paid US$4.00 in cash for
each common share of Corel Corporation tendered, without interest
and less applicable withholding taxes.  This is the same amount
per share that was offered and paid in the initial offering
period.

The subsequent offering period enables holders of common shares of
Corel Corporation who did not tender during the initial offering
period to participate in the offer and receive the offer price on
an expedited basis rather than waiting until the completion of the
subsequent acquisition transaction described in the offer to
purchase.  Shares tendered during this subsequent offering period
cannot be delivered by the guaranteed delivery procedure and may
not be withdrawn.  In addition, shares validly tendered during the
initial offering period may not be withdrawn during the subsequent
offering period.

Following the expiration of the subsequent offering period, CHLP
intends to take steps as necessary to acquire all common shares
not tendered in the offer at the same price per share as it paid
in the offer, to de-register Corel Corporation as a public company
and to thereby cause Corel Corporation to become a private company
owned by CHLP.

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

                       About Vector Capital

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

                        About Corel Corp.

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

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

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

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

                          *     *     *

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


COUNTRY COACH: Case Converted to Chapter 7 Liquidation
------------------------------------------------------
The Associated Press reports that a federal court judge converted
the Chapter 11 case of Country Coach to a Chapter 7 liquidation
proceeding.

The AP says the Company was looking for an investor to keep it
afloat but Well Fargo was not interest in further attempts by the
Company to find an investor.  Wells Fargo provided $8.2 million in
loans to the Company, the source notes.

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

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

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


COVANTA ENERGY: Bank Debt Trades at 7.2% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Covanta Energy
Corp. is a borrower traded in the secondary market at 92.80 cents-
on-the-dollar during the week ended Friday, Nov. 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.78
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 9, 2014.  The Company pays 150 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba1 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among the 173 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 27.

Headquartered in Fairfield, New Jersey, Covanta Energy Corp. --
http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  Covanta has operations in the
Philippines, China, Costa Rica, India, and Bangladesh.

The Company carries a 'Ba3' long term corporate family rating from
Moody's and 'BB-' issuer credit ratings from Standard & Poor's.


DECODE GENETICS: Gets $3.6 Mil. of DIP Financing on Interim
-----------------------------------------------------------
deCODE genetics, Inc., sought and received interim approval of the
U.S. Bankruptcy Court for the District of Delaware to obtain
secured financing from Saga Investments, LLC.

The DIP lender has committed to provide $11,117,928 in senior
secured superpriority term loan, with $3,600,000 new money
available on an interim basis for a period through and including
the date of the Final Hearing.

The attorney for the Debtors, Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., explains the Debtor needs the money to fund
its Chapter 11 case, pay suppliers and other parties.  The Debtor
will prepay the DIP Loan in an aggregate amount equal to the (i)
net asset sale proceeds and (ii) the amount of the aggregate
outstanding obligations.  Upon the receipt of funds by the Debtor
of any net asset sale proceeds in respect of a permitted
transaction, the Debtor will prepay the Loan in an aggregate
amount equal to 50% of the net assets sale proceeds from the
permitted transaction and hold the remaining 50% of the net asset
sale proceeds as collateral.

The DIP facility will mature two months from the petition date and
during the sale, transfer or other disposition of all or
substantially all of the assets or stock of the Debtor.

The DIP facility will incur interest at 8% per annum.  In the
event of default, the Debtors will pay an additional 3.5% default
interest per annum.  The Debtor will also deliver the permitted
transaction proceeds collateral to the Lender, and the Lender may
apply the permitted transaction proceeds collateral in accordance
with the security agreement.

The Debtors' obligations under the DIP facility are secured by
granting the DIP Lender a valid, binding, and enforceable
perfected security interest and lien on all the collateral.

The DIP lien is subject to a carve-out for professional fees in
the amount provided for in the Budget prior to the occurrence of
an event of default plus $100,000 and fees payable to the U.S.
Trustee and Clerk of Court.

As reported by the TCR on November 26, 2009, under a stalking
horse agreement, Saga is the stalking horse bidder for the
Debtor's assets.  In the event that Saga is the successful bidder
for the purchased assets, the Debtor will apply the outstanding
DIP obligations in satisfaction of the purchase price in
accordance with the terms of the Stalking Horse APA.  The DIP
Lender has reserved its rights to credit bid the DIP obligations
in connection with any sale or disposition of the assets.

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

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

The Court also approved the Debtor's request to use the cash
collateral securing their obligation to the Lender.  Mr. Collins
said that the Debtor will need the Cash Collateral to provide
additional liquidity.

In exchange for using the cash collateral, the Debtor will grant
valid, perfected, postpetition security interests in and
replacement liens on all of the collateral to secure an amount
equal to the aggregate diminution in the value or amount of
interests of the Lender.

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

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

The final hearing on the Debtor's request to use cash collateral
and obtain DIP loan is scheduled for December 7, 2009, at
10:30 a.m.  Objection s to the Debtor's request must be sent to
the Debtor's counsel, Richards Layton & Finger, P.A., by
December 4, 2009, by 4:00 p.m.

Saga is represented in the case by O' Melveny & Myers LLP and
Ciardi, Ciardi & Astin, P.C.

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

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


DEX MEDIA EAST: Bank Debt Trades at 20% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 80.20 cents-on-
the-dollar during the week ended Friday, Nov. 27, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.70 percentage
points from the previous week, The Journal relates.  The loan
matures on Nov. 8, 2009.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  Moody's has withdrawn its
rating on the bank debt while Standard & Poor's has assigned a
default rating on the bank debt.  The debt is one of the biggest
gainers and losers among the 173 widely quoted syndicated loans,
with five or more bids, in secondary trading in the week ended
Nov. 27.

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc. and Local Launch, Inc. are the company's only direct
wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total assets
and $1,023,526,000 in total liabilities, resulting in $93,697,000
in total shareholders' deficit.

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


DIAMOND BAY: Can Hire Grier Furr & Crisp as Bankruptcy Counsel
--------------------------------------------------------------
Diamond Bay, LLC, sought and obtained the approval of the U.S.
Bankruptcy Court for the Western District of North Carolina to
employ Grier Furr & Crisp, P.A., as bankruptcy counsel.

Grier Furr will, among other things:

     a. take necessary action to protect and preserve the Debtor's
        estate, including the prosecution of actions on behalf of
        the Debtor, the defense of any actions commenced against
        the Debtor, negotiations concerning litigation in which
        the Debtor is involved, and the objection to claims filed
        against the Debtor's estate;

     b. prepare necessary motions, answers, orders, reports and
        other legal papers in connection with the administration
        of its estate; and

     c. advise and assist the Debtor regarding aspects of the plan
        confirmation process, including securing the approval of a
        disclosure statement by the Court and the confirmation of
        the plan at the earliest possible date.

A. Cotton Wright, a member at Grier Furr, says that the hourly
rates of the personnel are:

        Joseph W. Grier, III, Partner               $395
        A. Cotton Wright, Partner                   $290
        Anna S. Gorman, Of Counsel                  $275
        Kay Buffaloe, Paralegal                     $135

Mr. Wright assured the Court that YCS&T is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Charlotte, North Carolina-based Diamond Bay, LLC, filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. W.D.
N.C. Case No. 09-33198).  Anna Cotten Wright, Esq., who has an
office in Charlotte, North Carolina, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $37,109,239, and total debts of $47,406,203.


DIAMOND BAY: Sec. 341 Meeting Set for December 29
-------------------------------------------------
U.S. Trustee for Region 4 will convene a meeting of Diamond Bay,
LLC's creditors on December 29, 2009, at 2:00 p.m. at the U.S.
Bankruptcy Administrator's Office, 402 West Trade Street,
Charlotte, NC 28202.

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.

Charlotte, North Carolina-based Diamond Bay, LLC, filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. W.D.
N.C. Case No. 09-33198).  Anna Cotten Wright, Esq., who has an
office in Charlotte, North Carolina, assists the Company in its
restructuring efforts.  According to the schedules, the Company
has assets of $37,109,239, and total debts of $47,406,203.


DRYSHIPS INC: Closes Offering of $460MM Convertible Senior Notes
----------------------------------------------------------------
DryShips Inc. said in connection with its offering of $400 million
aggregate principal amount of convertible senior notes due 2014,
the underwriter has exercised in full its over-allotment option
granted by the Company and has purchased an additional $60 million
aggregate principal amount of convertible notes on the same terms
on which the $400 million convertible were sold to the
underwriter.

The Company also announced that the closing of the convertible
notes offering and the over-allotment option took place
simultaneously on November 25, 2009.  Accordingly, $460 million in
aggregate principal amount of convertible notes have been sold by
the Company to the underwriter, resulting in aggregate net
proceeds to the Company of approximately $448 million.  Deutsche
Bank Securities Inc. acted as the sole book-running manager for
the offering.

Concurrently with the offering of the convertible notes, the
Company delivered 26.1 million shares of its common stock to
Deutsche Bank AG, London Branch, pursuant to a share lending
agreement.  Deutsche Bank AG or its affiliates intend to sell
shares of the Company's common stock that they are entitled to
borrow from the Company under the share lending agreement.

These shares were offered in an underwritten offering registered
under the Securities Act of 1933, as amended, pursuant to the
Company's existing shelf registration statement in order to
facilitate hedging transactions undertaken by the purchasers of
the convertible notes.  The Company did not receive any of the
proceeds from this sale of common stock but received a nominal
lending fee from Deutsche Bank AG under the share lending
agreement.

The convertible notes and the common stock are being offered only
by means of a prospectus, forming a part of the Company's shelf
registration statement, related prospectus supplements and other
related documents.

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

                       About DryShips Inc.

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

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


DUBAI WORLD: UAE Central Bank Has Standby Funding for Banks
-----------------------------------------------------------
Central Bank of the UAE said it stands behind UAE banks and
branches of foreign banks operating in the UAE.  In a statement
obtained by The Wall Street Journal, Central Bank said it has
issued a Notice to UAE banks and branches of foreign banks
operating in the UAE, making available to them a special
additional liquidity facility linked to their current accounts at
the Central bank, at the rate of 50 basis points above the 3
months EIBOR.

The Central Bank stated that the UAE Banking System is more sound
and liquid than a year ago, with foreign interbank deposits and
MTNs/ECPs issued by UAE banks stand reduced by 25%.

According to the statement, UAE Banking System is comprised of
retail commercial banks only, with a strong base of stable
deposits, the best banking model that weathered the current Global
Financial Crisis.  From the consolidated balance-sheet of banks,
Interbank deposits of the UAE Banking System constitute 10.3% of
the liabilities side, with foreign interbank deposits constituting
5% only, the statement said.

                           *     *     *
The Wall Street Journal's Chip Cummins and Dow Jones Newswires'
Andrew Critchlow report that the Central Bank's move appeared
aimed at boosting confidence in the country's banking sector,
which has large exposure to Dubai debt, before Monday, when banks
and stock markets reopen after a long Muslim holiday.

But the statement, the report notes, pointedly didn't mention
Dubai, disappointing many market observers.  Spokesmen for the
Dubai government and the federal government in Abu Dhabi declined
to comment Sunday, the report says.

"The central bank could still issue a more explicit statement of
support for Dubai before markets opened Monday," Messrs. Cummins
and Critchlow say.

The report also notes that people familiar with the situation said
federal officials, bondholders and even some executives who had
worked for months with Dubai and Dubai World officials on their
financial woes hadn't been warned ahead of time about the debt-
standstill announcement.

Mr. Critchlow in a separate report says The Sunday London Times
newspaper was removed by authorities from shelves in the UAE on
Sunday amid intensive reporting of Dubai's debt problems.
According to the report, an executive at the paper in Dubai told
Zawya Dow Jones The National Media Council ordered the paper
blocked by distributors without providing a reason.


DUBAI WORLD: Bondholders Form Group, Hire Ashurst as Counsel
------------------------------------------------------------
The Wall Street Journal's Cassell Bryan-Low reports a group of
about 15 or 20 bondholders of Nakheel, Dubai World's real-estate
subsidiary, have come together to explore their options after
suffering huge losses.

The Journal says the group is being spearheaded by New York-based
hedge fund QVT Financial LP and includes hedge funds and other
money managers in New York and London.  The group has appointed
law firm Ashurst in London as legal advisor, he reports.

According to the Journal, among options bondholders are exploring
is the possibility of seizing Dubai land that is being used to
secure the bonds.  The Journal relates Julian Lim, a London-based
bond analyst at Nomura, however said there are question marks over
the value of the land backing the bonds.  In addition, it is
unclear whether bondholders would even be able to seize the
property given that local courts may consider those assets
sovereign entities of Dubai, he added.

"Investors long have been aware of Dubai's troubles and that
Nakheel was unlikely to have sufficient cash on its own to repay
all the debt that matures next month.  But, bondholders,
encouraged by comforting statements by Dubai officials, had hoped
that Dubai would find the resources to pay up," the Journal says.

The Journal notes Nakheel bonds have plunged in value after Dubai
World said on Wednesday it is seeking a standstill on debt
obligations.  Specifically, the report says roughly $3.5 billion
of Islamic bonds, called sukuk, dropped to around 40 cents at
their lows Friday from around 110 cents before the news Wednesday.
The bonds, due to mature Dec. 14, later recovered to about 57
cents Friday, the report says.

According to the Journal, it is unclear what percentage of all
bondholders the group represents with at least some funds choosing
not to join because they don't believe legal action will be
successful.  Some market specialists estimate that as many as half
of bondholders were international buyers, with the rest owned by
UAE banks, the Journal says.

                       6-Month Standstill

The Troubled Company Reporter, citing The Wall Street Journal and
Bloomberg News, ran a story last week 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.


EASTON-BELL SPORTS: To Sell $350MM Notes to Institutional Buyers
----------------------------------------------------------------
Easton-Bell Sports, Inc., reports that on November 20, 2009, it
entered into an agreement to sell an aggregate $350.0 million of
its new senior secured notes.

The New Notes were offered solely to qualified institutional
buyers, as defined under Rule 144A under the Securities Act of
1933, as amended, and to certain non-U.S. persons, as defined
under Regulation S under the Securities Act.  The issuance of the
New Notes is expected to occur on or about December 3, 2009,
subject to the satisfaction of certain conditions, including (i)
entering into a new asset-based credit facility and availability
of commitments thereunder for future borrowing, (ii) repayment of
a specified amount of existing loans under a credit facility of
our indirect parent entity and certain amendments to the terms of
the Holdco Facility (iii) the exchange of the remaining loans of
the participating lenders under the Holdco Facility, plus accrued
and unpaid interest to the closing date, into an equal amount of
loans under a new credit facility.  There can be no assurance that
such conditions will be satisfied.

The proceeds of the issuance of the New Notes, together with
proceeds from such new asset-based lending facility and certain
cash on hand will be used to, among other things, repay and
terminate the Company's existing credit facility and repay the
Company's outstanding 8.375% senior subordinated notes due 2012
through a satisfaction and discharge of the indenture relating to
the Existing Notes followed by a redemption of the Existing Notes
in accordance with their terms.

On November 16, Easton-Bell announced that it intends to engage in
a proposed offering of $325.0 million of new senior secured notes
and that it has adopted plans to refinance its existing credit
facility and redeem or repurchase the Company's outstanding 8.375%
Notes through a satisfaction and discharge of the indenture
relating to the Existing Notes followed by a redemption of the
Existing Notes in accordance with their terms using the proceeds
from an offering of the New Notes and borrowings under a new
asset-based lending facility, which the Company expected to enter
into at the closing of the issuance of the New Notes.  The Company
had said on the closing date, the Company would deposit sufficient
funds with the trustee for the Existing Notes to discharge the
Existing Notes at a price equal to 102.094% of the principal
amount, plus accrued and unpaid interest.

                           ABL Facility

Mark Tripp, the Company's Chief Financial Officer, said on
November 17 the Company's entering into of the ABL Facility is
also contingent upon certain conditions, including the
consummation of the offering of New Notes.  There is no assurance
that the Company will be able to enter into the ABL Facility.  The
Company currently anticipates that the ABL Facility will provide
for aggregate borrowings of up to $250.0 million, subject to
availability under a borrowing base, which amount may be increased
to $300.0 million, subject to certain conditions, and will have a
four-year maturity.

Mr. Tripp said EB Sports Corp. is currently pursuing a refinancing
of all or a portion of its senior unsecured credit agreement with
Wachovia Investment Holdings and the lenders named therein and a
financing through an equity investment from an affiliate of Fenway
Partners, LLC and certain other existing investors and their
affiliates.  He said the proposed equity investment is for up to
$115.0 million in cash in exchange for new membership units of
Easton-Bell Sports, LLC, our ultimate parent, and new non-voting,
non-redeemable preferred stock of EB Sports.

Under the terms of the proposed refinancing transaction, according
to Mr. Tripp, the proceeds from the equity issuance would be used
to repurchase loans under the Holdco Facility, and consenting
lenders whose loans are repurchased would exchange their remaining
principal and accrued interest into a new facility with a maturity
date of December 31, 2015.  The borrowings under the Holdco
Facility are presently scheduled to mature on May 1, 2012.

                     3rd Quarter 2009 Results

Easton-Bell Sports reported net sales of $180.4 million for the
fiscal third quarter ended October 3, 2009, a decrease of 11.3% as
compared to $203.4 million of net sales for the third quarter of
fiscal 2008, or a 10.5% decline on a constant currency basis.  The
Company had net sales of $552.5 million for the first three fiscal
quarters of 2009, a decrease of 8.9 % as compared to $606.3
million of net sales for the first three fiscal quarters of 2008,
or a 7.0% decline on a constant currency basis.

The Company's net income for both the third quarters of fiscal
2009 and 2008 was $6.3 million.  The Company's Adjusted EBITDA was
$27.8 million for the third quarter of fiscal 2009, a decrease of
$3.3 million, or 10.7% as compared to $31.2 million of Adjusted
EBITDA for the third quarter of fiscal 2008.

"We experienced softness in sales and margin for certain segments
of our business during the quarter, but at a slower rate as our
new product introductions, sourcing initiatives and cost
reductions began to positively impact results," said Paul
Harrington, President and Chief Executive Officer. "In addition we
were able to successfully manage our working capital, which
allowed us to further reduce debt and improve our cash position
during the quarter."

At October 3, 2009, the Company had $970.4 million in total assets
against $593.1 million in total liabilities.  Net debt totaled
$362.6 million (total debt of $412.3 million less cash of
$49.7 million) as of October 3, 2009, a decrease of $45.5 million
over net debt amount at September 27, 2008.  The decrease in net
debt versus last year is due to a decrease in debt and capital
lease obligations of $85.3 million, offset by a decrease in cash
of $39.8 million.  Working capital as of October 3, 2009 was
$299.3 million, as compared to $313.9 million as of September 27,
2008.  During the quarter, inventories decreased $11.8 million, or
8.3% and are down $18.7 million, or 12.7% for the year.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4aa5

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4aa6

Easton-Bell Sports, Inc. -- http://www.eastonbellsports.com/--
designs, develops and markets innovative sports equipment,
protective products and related accessories under authentic
brands.  The Company markets and licenses products under such
well-known brands as Easton, Bell, Riddell, Giro and Blackburn.
Headquartered in Van Nuys, California, the Company has 29
facilities worldwide.

                           *     *     *

As reported by the Troubled Company Reporter on November 24, 2009,
Standard & Poor's Ratings Services lowered its rating on Easton-
Bell Sports' proposed seven-year senior secured notes.  S&P
lowered the rating to 'CCC+' (one notch less than the counterparty
credit rating on Easton-Bell) from 'B-' and revised the recovery
rating to '5', which indicates S&P's expectation for modest (10%
to 30%) recovery in the event of a payment default or bankruptcy,
from '4'.  The Company carries S&P's B-/Positive/-- Corporate
credit rating.

The TCR said November 18, 2009, Moody's Investors Service rated
Easton-Bell's $325 million secured notes B3 and affirmed its B3
corporate family rating and B3 probability of default rating.  At
the same time, Easton-Bell's speculative grade liquidity rating
was upgraded to SGL 3 from SGL 4.  The rating outlook was revised
to positive.


F & F LLC: Sec. 341 Meeting Set for December 29
-----------------------------------------------
U.S. Trustee for Region 16 will convene a meeting of F & F LLC's
creditors on December 29, 2009, at 10:00 a.m. at 3685 Main Street
Suite 300, Riverside, CA 92501-2804.

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.

Rancho Cucamonga-based F & F LLC has filed for Chapter 11
bankruptcy protection on November 20, 2009 (Bankr. C.D. Calif.
Case No. 09-38204).  Todd C. Ringstad, Esq., who has an office in
Irvine, California, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities in its petition.


FAIRPOINT COMMS: Bank Debt Trades at 22.4% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 77.56 cents-on-the-dollar during the week ended Friday,
Nov. 27, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 1.41 percentage points from the previous week, The Journal
relates.  The debt matures on March 31, 2015.  The Company pays
275 basis points above LIBOR to borrow under the loan facility.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a default rating, on the bank debt.  The debt is one of
the biggest gainers and losers among the 173 widely quoted
syndicated loans, with five or more bids, in secondary trading in
the week ended Nov. 27.

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: Gets Nod to Limit Stock Transfer to Protect NOLs
-----------------------------------------------------------------
Judge Burton Lifland approved, on a final basis, the stock
transfer procedures proposed by Fairpont Communications Inc.  Any
purchase, sale, or other transfer of the Debtors' common stock
before the effective date of a confirmed Chapter 11 plan of
reorganization in violation of the approved procedures will be
deemed null and void ab initio, the Court held.

Judge Lifland also approved the proposed procedures for
monitoring the trading of Common Stock and further directed:

  -- the Debtors to serve the Notice of Order to (i) holders of
     the equivalent of more than 1,000,000 shares of FairPoint
     Common Stock; (ii) the entities listed on the Consolidated
     List of Creditors holding the 50 largest claims, (iii) the
     transfer agents for any FairPoint Common Stock, (iv) the
     U.S. Securities and Exchange Commission, (v) the Internal
     Revenue Service, and (vi) those parties who have requested
     service of papers pursuant to Rule 2002 of the Federal
     Rules of Bankruptcy Procedure;

  -- all transfer agents for any FairPoint Common Stock to serve
     the Notice of Final Order on all holders of at least
     1,000,000 shares of FairPoint Common Stock registered with
     that transfer agent no later than five business days after
     being served with the Notice of Final Order; provided,
     however, that if any transfer agent provides the Debtors'
     undersigned counsel with the names and addresses of all
     holders of Common Stock registered with that transfer agent
     no later than three business days after being served with
     the Notice of Final Order, the Debtors will serve the
     Notice of Final Order on those holders;

  -- all registered holders of at least 1,000,000 shares of
     FairPoint Common Stock to serve the Notice of Final Order
     on any holder for whose account that registered holder
     holds FairPoint Common Stock in excess of 1,000,000 shares
     of Common Stock and so on down the chain of ownership for
     all holders of FairPoint Common Stock in excess of
     1,000,000 shares;

  -- any entity or broker or agent acting on such entity's
     behalf who sells in excess of 1,000,000 shares of FairPoint
     Common Stock to another entity to serve a copy of the
     Notice of Final Order on the purchaser of the Common Stock.

George Harrison, a tax partner at Ernst & Young LLP, the Debtors'
auditors, relates that the Debtors incurred significant net
operating losses or NOLs, which may have substantial future value
to their stakeholders.  In relation to this, the Debtors want to
resolve unrestricted trading of their equity securities that
could limit or eliminate their ability to use the NOLs.

Under Section 382 of the Internal Revenue Code of 1986, as
amended, the Debtors' ability to use their NOLs as well as
certain other tax credits are currently limited and could
potentially be limited further if and when the Debtors undergo an
"ownership change" for purposes of Section 382, according to Luc
A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in
New York.

Generally under Section 382 of the IRC, a corporation that
undergoes an "ownership change" is subject to an annual
limitation on its ability to utilize its NOLs and other tax
attributes.  The amount of that such annual limitation generally
equals the equity value of the corporation multiplied by the
applicable federal rate, a rate published monthly by the IRS
intended to be generally equivalent to a risk-free, long-term
tax-exempt bond rate.  The annual limitation so determined may be
increased by the amount of recognized built-in gain during the
five years subsequent to the ownership change, to the extent the
corporation has net unrealized built-in gain at the time of the
ownership change.  For purposes of Section 382, an ownership
change occurs when the corporation's cumulative owner shift
equals fifty percentage points or more.  The cumulative owner
shift is the increase in the percentage of the corporation's
common stock owned by "5-percent shareholders" over a rolling
three-year period.

In the Debtors' case, they have already experienced an ownership
change.  In March 2008, FairPoint Communications Inc. completed
the acquisition from Verizon Communications, Inc. of its wire-
line operations in the Northern New England region.  As a result,
FairPoint experienced a section 382 ownership change and certain
of its NOLs are therefore already capped.

Because FairPoint expects to report a taxable loss for the
year ended December 31, 2009, it estimates that as of Dec. 31,
2009, it will have a total NOL carryover of approximately $520
million and currently usable NOLs of about $349 million.  Based
upon current federal income tax rates, the estimated currently
useable NOL carryover could provide future federal cash tax
savings of approximately $122 million, Mr. Despins notes.

"Unrestricted trading of common stock in FairPoint Communications
could adversely affect FairPoint's NOLs if (a) too many 5% or
greater blocks of common stock are created, or (b) too many
shares are added to or sold from such blocks such that, together
with previous trading by 5% shareholders or 'Substantial
Shareholders' during the preceding three-year period, an
ownership change is triggered prior to emergence from the chapter
11 cases and outside the context of a confirmed chapter 11 plan
or a 'Pre-Effective Date Ownership Change,'" Mr. Despins says.

Accordingly, the Debtors sought approval from Judge Lifland of
uniform notification and hearing procedures that must be satisfied
before certain transfers of existing common stock of FairPoint
Communications Inc. or of any beneficial interest are deemed
effective.

                  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: Has Nod for AlixPartners as Restructuring Advisor
------------------------------------------------------------------
Fairpoint Communications Inc. and its units obtained permission
from the Bankruptcy Court to employ AlixPartners, LLP, as their
restructuring advisors in connection with their Chapter 11 cases,
nunc pro tunc to October 26, 2009.

The Debtors and AlixPartners entered into an letter agreement
dated September 1, 2009, with respect to the services to be
rendered by the firm.

FairPoint Communications Executive Vice President Shirly J. Linn
tells the Court that the Debtors believe that AlixPartners has a
wealth of experience in providing restructuring advisory
services, and enjoys an excellent reputation for services it has
rendered in large and complex Chapter 11 cases on behalf of both
debtors and creditors throughout the United States.

Furthermore, as a result of the prepetition work performed on
behalf of the Debtors, AlixPartners has acquired significant
knowledge about the Debtors and their businesses and is now
intimately familiar with the Debtors' financial affairs, debt
structure, operations, and related matters.  Similarly, in
providing prepetition services to the Debtors, AlixPartners'
professionals have worked closely with the Debtors' management
and their other advisors.  Accordingly, AlixPartners has
developed relevant experience and expertise regarding the Debtors
that will assist the firm in providing effective and efficient
services in these Chapter 11 cases, Ms. Linn avers.

As restructuring advisors to the Debtors, AlixPartners is
expected to render these services:

* Provide assistance to the Debtors' management in connection
   with the Debtors' development of their rolling 13-week cash
   receipts and disbursements forecasting tool designed to
   provide on-time information related to the Debtors'
   liquidity;

* Assist in managing the "working group" professionals who are
   assisting the Debtors in the reorganization process or who
   are working for the Debtors various stakeholders to improve
   coordination of their efforts and individual work product so
   as to be consistent with the Debtors' overall restructuring
   goals;

* Assist the Debtors in other business and financial aspects
   of their Chapter 11 proceedings;

* Assist the Debtors with the preparation and filing of their
   bankruptcy schedules and statements of financial affairs;

* Assist with the overall claims and contracts resolution
   process and providing both the Debtors and their counsel
   access to the claims and contracts data;

* Provide various bankruptcy consulting services throughout
   the Debtors' Chapter 11 cases, as necessary;

* Work at the direction of the Debtors and their counsel to
   assist with planning and directing Chapter 11-related
   communications to employees, vendors, customers, regulators
   and other parties-in-interest;

* Provide testimony, if and as necessary; and

* Assist with other matters as may be requested that fall
   within AlixPartners' expertise and that are mutually
   agreeable.

The parties' Engagement Letter also contains standard
indemnification language with respect to AlixPartners' services,
including an agreement by the Debtors to indemnify AlixPartners,
from and against all claims, and actual damages arising out of or
in connection with the engagement of AlixPartners that is the
subject of the Engagement Letter.  Accordingly, the Debtors ask
the Court to approve the indemnification provisions as set forth
in the Engagement Letter.

The Debtors intend to pay for AlixPartners' professional services
on an hourly basis and reimburse the firm of its actual,
necessary out-or-pocket expenses incurred or to be incurred
while representing the Debtors.

AlixPartners' hourly rates are:

  Professional                         Hourly Rate
  ------------                         -----------
  Managing Directors                  $595 to $995
  Directors                           $485 to $685
  Vice Presidents                     $395 to $505
  Associates                          $260 to $365
  Analysts                            $195 to $260
  Paraprofessionals                   $120 to $200

Meade Monger, a managing director at AlixPartners, assures the
Court that AlixPartners neither holds nor represents an interest
materially adverse to the Debtors, their estates, creditors or
equity security holders.

Mr. Monger informs the Court that AlixPatners received $989,687
for professional services performed and expenses incurred
immediately before the Petition Date.  AlixPartners also received
an advance $100,000 retainer on September 4, 2009, for
professional services, he adds.

                            *     *    *

Judge Lifland authorized the Debtors to hire AlixPartners as
their restructuring advisors nunc pro tunc to the Petition Date
on terms set forth under the parties' Engagement Letter.

All requests of AlixPartners for payment of indemnity pursuant to
the Engagement Letter will be made by means of an application and
will be subject to review by the Court to ensure that the payment
of indemnity conforms to the terms of the Engagement Letter.

AlixPartners will not charge the Debtors for any Independent
Contractor's services in excess of any rates that the firm pays
for any particular Independent Contractor's services.

In the event AlixPartners expands its scope of services, the firm
is required to file a supplemental disclosure with the Court
regarding the expansion of its services.

AlixPartners will drawdown on its retainer as payment for
services rendered before it receives any additional payments for
services rendered postpetition, Judge Lifland ruled.

Prior to the entry of the Court's Order, AlixPartners informed
Judge Lifland in a supplemental affidavit that subsequent to the
Petition Date, it represented additional parties-in-interest in
the Debtors' Chapter 11 cases.  The additional parties-in-
interest are either creditors affiliated with an entity providing
goods or services unrelated to the Debtors, shareholders to
former AlixPartners clients unrelated to the Debtors, or a former
employer of current certain AlixPartners employees, which is also
a former employer of the Debtors' member of the board of
directors.

Despite this disclosure, AlixPartners maintained that it
continues to submit that it holds no adverse interest as to
matters for which it has been employed by the Debtors.

                  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: Proposal to Tap Ernst & Young Has Interim Nod
--------------------------------------------------------------
Judge Burton Lifland granted, on an interim basis, Fairpoint
Communications Inc.'s request to employ Ernst & Young as tax
services provider and independent auditor nunc pro tunc to the
Petition Date.

The Court directs E&Y to draw down on its retainer as payment for
services rendered before it receives any additional payments for
postpetition services rendered.

Furthermore, Judge Lifland ruled that this paragraph, contained
under the Standard Terms and Conditions for Tax Services portion
of the E&Y Master Tax Services Agreement, be deemed stricken:

  "Neither party will be liable to the other (or to any
  affiliate thereof or any other person or entity for or in
  respect of which any of the Services are provided), for any
  consequential, incidental, indirect, punitive or special
  damages (including loss of profits, data, business or
  goodwill) in connection with the performance of the Services
  or otherwise under this Agreement, regardless of whether such
  liability is based on breach of contract, tort, strict
  liability, breach of warranty, failure of essential purpose of
  otherwise, and even if the first party is advised of
  likelihood of such damages."

As auditors and tax advisors, E&Y is expected to render these
professional services to the Debtors:

(a) perform certain tax services as set forth in specific
     Statements of Work executed pursuant to the Master Tax
     Services Agreement.  A full-text copy of the MTSA is
     available for free at:

          http://bankrupt.com/misc/FairPt_E&Y_MTSA.pdf

(b) work with the Debtors' appropriate personnel or outside
     legal counsel in developing an understanding of the tax
     issues and alternatives associated with the Debtors'
     Chapter 11 filing, restructuring, or other plan, taking
     into account the Debtors' specific facts and
     circumstances, for U.S. Federal and State and Local
     Income and Indirect Tax purposes.

(c) assist and advise the Debtors in developing an
     understanding of the tax implications of its bankruptcy
     restructuring alternatives and post-bankruptcy operations;

(d) assist and advise the Debtors in developing an
     understanding of the tax forecasting implications of
     restructuring alternatives;

(e) assist and advise the Debtors in calculating cancellation
     of indebtedness income for tax purposes;

(f) provide tax advisory services regarding availability,
     limitations on the use and preservation of tax attributes,
     stock and asset basis as a result of the application of
     the federal and state cancellation of indebtedness
     provisions;

(g) provide assistance with tax issues arising in the ordinary
     course of business while in bankruptcy, as ongoing
     assistance with IRS or state and local tax examinations,
     and, as needed, research, discussions and analysis of
     federal and state and local tax issues arising during the
     bankruptcy period;

(h) provide tax advisory services regarding the validity of
     tax claims in order to determine if the tax amount claimed
     correctly reflects true tax liability pursuant to
     applicable tax law;

(i) perform analyses of legal and other professional fees
     incurred during the bankruptcy period for purposes of
     determining future deductibility of these costs for U.S.
     Federal and state and local tax purposes;

(j) assist with the preparation of documentation, as
     appropriate or necessary, of tax analysis,
     recommendations, and correspondence for any proposed
     restructuring alternative, bankruptcy tax issues or other
     tax matters;

(k) perform advisory services regarding tax analysis and
     research related to acquisitions, divestitures, and tax-
     efficient domestic restructurings;

(l) provide testimony, as necessary, as fact witness regarding
     E&Y's work done on the Debtors' tax attributes and overall
     tax posture and the impact of Bankruptcy on these
     attributes and the Debtors' overall tax position;
     provided, that E&Y will not act as an expert witness for
     the Debtors under this retention;

(k) perform other related tax advisory services as requested
     by FairPoint and agreed upon by E&Y;

(m) provide to the Debtors routine tax advice and assistance
     concerning issues as requested when those projects are not
     covered by a separate Statement of Work and do not involve
     any significant tax planning or projects;

(n) audit and report on the consolidated financial statements
     of the Debtors for the year ended December 31, 2009;

(o) audit and report on the effectiveness of the Debtors'
     internal control over financial reporting as of Dec. 31,
     2009; and

(p) review the Debtors' unaudited interim financial
     information before the Debtors' filing of their Form 10-Q.

The Debtors propose to pay E&Y for the firm's services on an
hourly basis, plus reimbursement of necessary, actual out-of
pocket expenses incurred by the firm's professionals in
representing the Debtors.  E&Y's hourly rates are:

I. For services under Tax Statement of Works:

    Professional                         Hourly Rate
    ------------                         -----------
    Partners, Principals and Directors          $765
    Senior Managers                             $615
    Managers                                    $545
    Seniors                                     $375
    Staff                                       $190

  II. For services under Audit Engagement Letter:

    Professional                                Hourly Rate
    ------------                                -----------
    National Partner                           $700 to $986
    Partners, Principals and Directors         $620 to $726
    Senior Managers                            $520 to $613
    Managers                                   $410 to $557
    Seniors                                    $270 to $406
    Staff                                      $165 to $251

                  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)


FB AIR HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: FB Air Holdings, Inc.
        P.O. Box 413040
        Naples, FL 34101

Bankruptcy Case No.: 09-27114

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Thomas R. Lehman, Esq.
                  Tew Cardenas LLP
                  1441 Brickell Avenue, 15th Floor
                  Miami, FL 33131
                  Tel: (305) 539-2137
                  Fax: (305) 536-1116
                  Email: esf@tewlaw.com

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

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

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

            http://bankrupt.com/misc/flmb09-27114.pdf

The petition was signed by Allan J. Pratt, president of the
Company.


FINDEX.COM INC: Net Loss Down for Third Quarter 2009
----------------------------------------------------
FindEx.com, Inc., reported a net loss of $70,783 for the three
months ended September 30, 2009, from a net loss of $226,941 for
the year ago period.  The Company posted a net loss of $646,897
for the nine months ended September 30, 2009, from a net loss of
$145,600 for the year ago period.

Revenues, net of reserves and allowances, were $472,596 for the
three months ended September 30, 2009, compared to $425,541 for
the year ago period.  Revenues were $1,509,163 for the nine months
ended September 30, 2009, compared to $1,558,056 for the same
period a year ago.

At September 30, 2009, the Company had total assets of $1,034,073
against total current liabilities of $1,775,436, and deferred
income taxes, net of $5,558, resulting in stockholders' deficit of
$746,921.  At September 30, 2009, the Company had negative working
capital of $1,435,788; and an accumulated deficit of $8,704,274
and $8,057,377 as of September 30, 2009 and December 31, 2008,
respectively.

"Although these factors raise substantial doubt as to our ability
to continue as a going concern through December 31, 2009, we have
taken several actions intended to mitigate against this risk.
These actions include relying on the roughly $127,000 cash reserve
from the 2007 sale of our Membership Plus product line and
pursuing mergers and acquisitions that will provide profitable
operations and positive operating cash flow," the Company said.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4aa7

The Form 10-Q report was filed on November 23, six days after the
Company said it would delay the filing of the report.  FindEx.com
was unable to timely file the Quarterly Report because the
customary review and analysis of its quarterly financial
statements undertaken by management was not completed in time to
finalize the Report Q within the prescribed filing period.

                         About FindEx.com

FindEx.com, Inc., develops, publishes, markets, and distributes
and directly sells off-the-shelf consumer and organizational
software products for PC, Macintosh(R) and PDA platforms.
FindEx.com develops its software products through in-house
initiatives supplemented by outside developers.  FindEx.com
markets and distributes its software products principally through
direct marketing and Internet sales programs, but also through
secular and non-secular wholesale retailers.


FIRSTFED FINANCIAL: Extends Tender Offer Deadline to Feb. 2010
--------------------------------------------------------------
FirstFed Financial Corp. extended the Expiration Date and Consent
Payment Deadline with respect to its cash tender offers and
consent solicitations for its outstanding senior debt securities.

The Expiration Date will now be 5:00 p.m., New York City time, on
February 15, 2010, unless extended or earlier terminated by the
Company, and the Consent Payment Deadline will now be 5:00 p.m.,
New York City time, on February 15, 2010, unless extended or
earlier terminated by the Company.

To be eligible to receive the purchase price of $200.00 per $1,000
in principal amount of Securities, which includes the consent
payment of $20.00 per $1,000 in principal amount of Securities,
holders must validly tender, and not validly withdraw, their
Securities prior to the Consent Payment Deadline.  Securities
purchased in the tender offers will be paid for on the applicable
settlement date for each tender offer, which, assuming the tender
offers are not extended, will be promptly after the applicable
Expiration Date.

The terms and conditions of the tender offers and consent
solicitations are described in the Offer to Purchase and Consent
Solicitation Statement, dated June 19, 2009, and the related
Letter of Transmittal and Consent.  Except for the extension of
the Expiration Date and Consent Payment Deadline, all other terms
and conditions of the tender offers and consent solicitations
remain unchanged.

As of 5:00 p.m., New York City time, on November 25, 2009, the
Company had received tenders and consents from holders of
$50,000,000 in aggregate amount of the Fixed/Floating Rate Senior
Debt Debentures due March 15, 2016, representing 100% of such
securities, $50,000,000 in aggregate amount of the Fixed/Floating
Rate Senior Debt Debentures due June 15, 2015, representing 100%
of such securities, and $43,000,000 in aggregate amount of the
Fixed/Floating Rate Senior Debt Debentures due June 15, 2017,
representing 86% of such securities.

For additional information regarding the terms of the tender
offers and consent solicitations, please contact James P.
Giraldin, President and Chief Operating Officer of the Company, at
(310) 302-1713.  Requests for documents may be directed to the
Corporate Secretary of the Company at (310) 302-5600.

On November 23, 2009, the Company filed with the Securities and
Exchange Commission Unconsolidated Monthly Financial Data as of
and for the period ended October 31, 2009.  The Company said total
assets at October 31, 2009, were $6,156,253,000, which include
$326,747,000 in cash and investment securities.  Loans originated
totaled $1,457,000 while loan repayments totaled $62,981,000.
Non-performing assets to total assets ratio was 8.45%.

A full-text copy of the monthly report is available at no charge
at http://ResearchArchives.com/t/s?4aa8

                  About FirstFed Financial Corp.

Los Angeles, California-based FirstFed Financial Corp. (OTC-
FFED.PK) -- http:///www.firstfedca.com/-- is a savings and loan
holding company.  The Company owns and operates First Federal Bank
of California, a federally chartered savings association.

At September 30, 2009, the Company had $6,150,613,000 in total
assets against $6,039,533,000 in total liabilities, resulting in
stockholders' equity of $111,080,000.

                           Going Concern

"The ability of the Company and the Bank to continue to meet all
of the requirements of the Amendments and the Orders will be
affected by market conditions in the economy and other
uncertainties.  Declining real estate values and rising
unemployment in the state of California could have a significant
impact on future losses incurred on loans.  In addition, there can
be no assurance in the current economic environment that the
Company will be able to raise capital to regain 'well capitalized'
status or to meet future regulatory requirements.  Due to these
conditions and events, substantial doubt exists in the Company's
ability to continue as a going concern," the Company said in its
Form 10-Q filing for the quarterly period ended September 30,
2009.

The Company noted that like its peers in the financial services
industry, it has experienced deterioration in the quality of its
loan portfolio since late 2007.  This deterioration has primarily
resulted from declining real estate values in California,
borrowers who have reached their maximum allowable negative
amortization recasting to higher payments they are unable to
afford and the worsening employment market.  These trends have
caused the level of the Company's non-performing assets to
increase significantly over the prior year, although the Company
expects to report a decrease in non-performing assets from the
second quarter of 2009.

The Company and the Bank are operating under Amended Orders to
Cease and Desist issued by the Office of Thrift Supervision on
May 28, 2009.  Under the terms of the Bank's Order, the Bank was
required to meet and thereafter maintain a minimum Tier 1 Core
Capital ratio of 7% and a minimum Total Risk- Based Capital ratio
of 14% by September 30, 2009.

The Bank failed to meet these required capital ratios, and,
accordingly, as required by the Bank's Order, the Bank submitted
to the OTS a contingency plan to accomplish either a merger of the
Bank with, or an acquisition of the Bank by another federally
insured institution or holding company thereof or a voluntary
liquidation of the Bank.  The Bank continues to pursue
alternatives to increase the Bank's capital ratios to preclude the
need to implement the contingency plan.


FORBES MEDI-TECH: Posts C$1.38-Mil. Net Loss in Q3 2009
-------------------------------------------------------
Forbes Medi-Tech Inc. reported a net loss of C$1,378,527 on
revenues of C$1,278,726 for the three months ended September 30,
2009, compared with a net loss of C$645,232 on revenues of
C$1,927,208 for the same period of 2008.

For the nine months ended September 30, 2009, the Company reported
net income of C$1,724,000, compared with a net loss of C$5,331,285
for the same period of 2008.

Net income for the nine months ended September 30, 2009, includes
the one-time positive impact of the reversal of the C$1,424,000
provision for loss on certain purchase commitments.  This
provision was previously recognized as a charge against income in
prior accounting periods and reversed in the second quarter ending
June 30, 2009.  Net income also includes a one time gain related
to the completion of the Deans Knight public offering and
conversion of the convertible debenture.  These events resulted in
the recognition of a gain of approximately C$4,148,000 in the
first quarter ended March 31, 2009.

Phytosterol revenues for the nine months ended September 30, 2009,
totaled C$3,022,000 compared with C$6,648,000 for the nine months
ended September 30, 2008.

The Company says that the decrease is primarily due to re-
alignment of inventories by one of the Company's major customers
in the first six months of 2009.  Also, the Company's sales to its
European customers have shown a decrease, primarily due to the
effect of the economic downturn.  In addition, sales by Forbes-
Fayrefield of finished products to key European markets have also
decreased, in part as a result of a switch from revenue to
commission based sales.  As a result of these events, together
with current general market uncertainties, the Company anticipates
that this year's revenue will be significantly below its prior
year's level.

                          Balance Sheet

At September 30, 2009, the Compnany's consolidated balance sheets
showed C$5,498,589 in total assets, C$1,473,049 in total
liabilities, and C$4,025,540 in total shareholders' equity.

The Company's cash position as of September 30, 2009, totaled
C$1,197,000 compared with C$1,377,000 as at December 31, 2008.
Forbes had working capital of C$4,834,000 at September 30, 2009
compared with C$3,531,000 as at December 31, 2008.

A full-text copy of the Company's third quarter report is
available for free at http://researcharchives.com/t/s?4abf

                       Going Concern Doubt

The Company's future operations are completely dependent upon its
ability to complete a strategic transaction such as a merger,
acquisition, sale of business or other suitable transaction,
and/or secure additional funds.  The market for any of these
activities for companies such as Forbes has always been
challenging, and the Company believes that current economic
conditions and uncertainties have provided, and will continue to
provide, additional challenges.  While management is continuing to
seek available alternatives, there is no assurance that any of
these activities will be successfully completed in a timely
manner, or at all.

If the Company cannot complete one or more of these activities in
advance of the end of the first quarter of 2010, it will have to
consider winding up, dissolution or liquidation.

                   About Forbes Medi-Tech Inc.

Forbes Medi-Tech Inc. (NASDAQ:FMTI) -- http://www.forbesmedi.com/
-- is a life sciences company focused on evidence-based
nutritional solutions.  Forbes provides value-added products and
cholesterol-lowering ingredients for use in functional foods and
dietary supplements.  Forbes successfully developed and
commercialized its Reducol(TM) plant sterol blend, which has
undergone clinical trials in various matrices and has been shown
to lower "LDL" cholesterol levels safely and naturally.


FORD MOTOR: JPMorgan, Lenders Extend Revolver to November 2013
--------------------------------------------------------------
Ford Motor Company last week announced the successful completion
of its plan to amend and extend the revolving credit facility
under its secured credit agreement.  Revolving lenders have agreed
to extend the maturity of commitments totaling $7.2 billion under
the facility to November 30, 2013, from December 15, 2011, and the
lenders will convert $724 million of their existing revolving
loans to a new term loan that matures on December 15, 2013.  The
total amount extended to 2013, including the new term loan, is
$7.9 billion.

Each lender that agreed to extend the maturity of its revolving
commitment was permitted to reduce its revolving commitment by up
to 25% at its election and to the extent its reduced revolving
commitment exceeded certain specified levels, such excess will be
converted into the new term loan under the secured credit
agreement maturing on December 15, 2013.  In addition, lenders
that agreed to extend the maturity of their revolving commitments
will receive a 1 percentage point increase in interest rate
margins, an increase in quarterly fees and payment of an upfront
fee.

"We are very pleased with the results of the amendment, extension
to our revolving credit facility, and new term loan" said Neil
Schloss, Ford vice president and treasurer. "We appreciate the
support of our banking partners as [the lenders'] actions will
provide additional liquidity through 2013."

On December 3, 2009, Ford will repay $1.9 billion of the existing
revolving loans to effect the commitment reductions elected by
extending lenders.  Lenders with commitments totaling $886 million
have elected not to extend those commitments, which will mature on
the original maturity date of December 15, 2011.

Prior to the amendment, revolving lenders held commitments
totaling $10.7 billion that matured on December 15, 2011.  After
the amendment, revolving lenders hold a total of $8.1 billion of
extended and non-extended revolving commitments and $724 million
of the new term loan.

The new term loan has the same pricing, maturity, and other terms
as the existing term loan, but is not subject to Mandatory
Prepayments.

Lenders who agreed to extend the maturity of their revolving
commitments had the option to reduce their commitments by up to
25%, and will receive a 1 percentage point increase in interest
rate margins, an increase in quarterly fees and payment of an
upfront fee.

The lenders also approved these amendments to the covenants in the
Existing Credit Agreement:

     -- Permit Ford to redeem or prepay Material Unsecured
        Indebtedness or Permitted Second Lien Debt (each as
        defined in the ARCA) in exchange for capital stock or with
        the net cash proceeds of capital stock issued by Ford from
        and after May 1, 2009;

     -- Permit Ford to refinance Material Unsecured Indebtedness
        and preferred capital stock with Indebtedness (as defined
        in the ARCA) that has a maturity date later than the
        earlier of December 15, 2013 and the final maturity date
        of the Indebtedness or preferred capital stock being
        refinanced and that has a weighted average life to
        maturity equal to or greater than the shorter of the
        weighted average life to maturity of the term loans and
        the weighted average life to maturity of the Indebtedness
        or preferred capital stock being refinanced;

     -- Reset certain Restricted Payment (as defined in the ARCA)
        baskets, as if unused, so as to permit Ford to make
        additional Restricted Payments and to redeem or prepay
        Material Unsecured Indebtedness or Permitted Second Lien
        Debt, in an aggregate amount not to exceed $500,000,000
        during any fiscal year and $1,000,000,000 in the aggregate
        from and after November 24, 2009;

     -- Provide for automatic termination of (1) the unused
        revolving commitments of any Lender that becomes a
        Defaulting Lender (as defined in the ARCA) 30 days after
        such Lender becomes a Defaulting Lender, and (2) the
        funded revolving commitments of any Defaulting Lender on
        the Termination Date or from time to time as Ford elects
        to repay the outstanding revolving loans of such
        Defaulting Lender, in each case, subject to waiver by
        Ford; and

     -- Restrict Ford from paying dividends (other than dividends
        payable solely in stock of Ford) on, or redeeming,
        retiring or purchasing, for cash consideration, its common
        stock pursuant to its Cumulative Growth Amount (as defined
        in the ARCA) restricted payment basket unless the
        revolving facilities are, in the aggregate, at least 50%
        undrawn.

JPMorgan Chase Bank, N.A., serves as administrative agent for the
Lenders.  Daniel S. Dokos, Esq., at Weil, Gotshal & Manges LLP,
represents JPMorgan.

Members of the lending syndicate are:

     -- J.P. Morgan Securities Inc.;
     -- Banc of America Securities LLC;
     -- Barclays capital;
     -- Citigroup Global Markets Inc.;
     -- Deutsche Bank Securities Inc.;
     -- Goldman Sachs Credit Partners L.P.;
     -- Morgan Stanley Senior funding, Inc.;
     -- Royal Bank of Scotland PLC;
     -- BNP Paribas;
     -- HSBC Bank USA, National Association;
     -- Sumitomo Mitsui Banking Corporation

A full-text copy of the Fourth Amendment, including the Amended
and Restated Credit Agreement, is available at no charge at:

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

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

At September 30, 2009, the Company had $203.106 billion in total
assets against $210.376 billion in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on November 4, 2009,
Moody's Investors Service upgraded the senior unsecured rating of
Ford Motor Credit Company LLC to B3 from Caa1.  This follows
Moody's upgrade of Ford Motor Company's corporate family rating to
B3 from Caa1, with a stable outlook.  Ford Credit's long-term
ratings remain on review for further possible upgrade.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.

Ford Motor Co. carries a long-term issuer default rating of 'CCC',
with a positive outlook, from Fitch Ratings.


FORD MOTOR: Bank Debt Trades at 12.14% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 87.86 cents-on-the-
dollar during the week ended Friday, Nov. 27, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.60 percentage points
from the previous week, The Journal relates.  The loan matures on
Dec. 15, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among the 173 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Nov. 27.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

At September 30, 2009, the Company had $203.106 billion in total
assets against $210.376 billion in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on November 4, 2009,
Moody's Investors Service upgraded the senior unsecured rating of
Ford Motor Credit Company LLC to B3 from Caa1.  This follows
Moody's upgrade of Ford Motor Company's corporate family rating to
B3 from Caa1, with a stable outlook.  Ford Credit's long-term
ratings remain on review for further possible upgrade.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.

Ford Motor Co. carries a long-term issuer default rating of 'CCC',
with a positive outlook, from Fitch Ratings.


FOUNTAIN VILLAGE: Schedules Filing Extended Until Dec. 18
---------------------------------------------------------
At the behest of Fountain Village Development, the Hon. Randall L.
Dunn of the U.S. Bankruptcy Court for the District of Oregon has
extended the Debtor's deadline to file its schedules and statement
of financial affairs until December 18, 2009.

The Debtor said it couldn't complete the documents by the December
5 deadline because it has more than 350 creditors and due to the
complexity of its case.

Portland, Oregon-based Fountain Village Development, a general
partnership, aka Fountain Village Development Co, owns, develops,
operates, manages, and/or leases 20 buildings in Portland,
Hillsboro, and Gearhart, Oregon.  The Company has filed for
Chapter 11 bankruptcy protection on November 20, 2009 (Bankr. D.
Ore. Case No. 09-39718).  Albert N. Kennedy, Esq., and Ava L.
Schoen, Esq., who have offices in Portland, Oregon, assist the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


FOUNTAIN VILLAGE: Sec. 341 Meeting Set for December 22
------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Fountain
Village Development's creditors on December 22, 2009, at 3:30 p.m.
in US Trustee's Office, 620 SW Main St Rm 223, Portland, OR 97205.

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.

Portland, Oregon-based Fountain Village Development, a general
partnership, aka Fountain Village Development Co, owns, develops,
operates, manages, and/or leases 20 buildings in Portland,
Hillsboro, and Gearhart, Oregon.  The Company has filed for
Chapter 11 bankruptcy protection on November 20, 2009 (Bankr. D.
Ore. Case No. 09-39718).  Albert N. Kennedy, Esq., and Ava L.
Schoen, Esq., who have offices in Portland, Oregon, assist the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


FOUNTAIN VILLAGE: Wants to Employ Tonkon Torp as Bankr. Counsel
---------------------------------------------------------------
Fountain Village Development has sought permission from the U.S.
Bankruptcy Court for the District of Oregon to hire Tonkon
Torp, LLP, as bankruptcy counsel.

Tonkon Torp will, among other things:

     a. defend the Debtor in any action commenced against Debtor,
        negotiate in all litigation in which Debtor is involved,
        and object to and compromise or settle claims filed
        against Debtor;

     b. prepare necessary applications, motions, memoranda,
        responses, complaints, answers, orders, notices, reports
        and other papers, and review all financial and other
        reports required from Debtor in connection with
        administration of this Chapter 11 case;

     c. review the nature and validity of any liens asserted
        against Debtor's property and advise Debtor concerning the
        enforceability of the liens;

     d. advise Debtor regarding (1) its ability to initiate
        actions to collect and recover property for the benefit of
        its estate; (2) any potential property dispositions; and
        (3) executory contract and unexpired lease assumptions,
        assignments and rejections, and lease restructuring and
        recharacterizations;

The hourly rates of the personnel are:

        Albert N. Kennedy        Partner                $450
        Timothy J. Conway        Partner                $400
        Ava L. Schoen            Associate              $250
        Laura Lindberg           Paralegal              $185
        Judy Alexander           Legal Assistant         $90

Albert N. Kennedy, an attorney at Tonkon Torp, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Portland, Oregon-based Fountain Village Development, a general
partnership, aka Fountain Village Development Co, owns, develops,
operates, manages, and/or leases 20 buildings in Portland,
Hillsboro, and Gearhart, Oregon.  The Company has filed for
Chapter 11 bankruptcy protection on November 20, 2009 (Bankr. D.
Ore. Case No. 09-39718).  Albert N. Kennedy, Esq., and Ava L.
Schoen, Esq., who have offices in Portland, Oregon, assist the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


FREMONT GENERAL: Elects 5-Year Carryback of 2008 NOL Under New Law
------------------------------------------------------------------
Fremont General Corporation disclosed in a regulatory filing
Wednesday that as a result of President Barack Obama signing into
law the Worker, Homeownership, and Business Assistance Act of 2009
(H.R. 3548), which further expanded the five-year net operating
loss carryback provisions that were initially expanded under the
American Recovery and Reinvestment Act of 2009, the Company and
its subsidiaries, who file a consolidated federal corporate income
tax return, are now permitted to elect up to a five-year carryback
of its NOLs incurred in either 2008 or 2009 .

This new law allows businesses to carryback either their 2008 or
2009 NOL to claim refunds of taxes paid within the prior five
years.  Under ARRA, only small businesses, as defined in ARRA,
were permitted to elect a five-year NOL carryback.  The Company
and its subsidiaries disclose that they did not qualify as a
"small business" under ARRA and were restricted to a two-year
carryback provision under section 172(b)(1)(A)(i) of the Internal
Revenue Code of 1986, as amended.

The Company says it intends to make such an election for the NOLs
generated in 2008, and has determined that the carryback of the
2008 NOL is estimated to result in a tax refund of approximately
$22 million.  The Company says, however, that the exact amount of
the tax refund and the timing to receive the refund remains
uncertain as it continues to work with the Internal Revenue
Service in completing their audits of the Company's consolidated
tax returns for the years ended 2006 and 2007.  The Company plans
to accrue the estimated benefit of the 2008 NOL carryback tax
refund in the fourth quarter of 2009, and expects to submit the
required filings with the IRS for receipt of the NOL carryback
refund as soon as reasonably possible following the resolution of
the ongoing IRS audits.

After giving effect to the five-year carryback of the 2008 NOL and
all NOL carrybacks from prior tax years, the Company estimates
that the remaining NOL carryforward for the Company's consolidated
tax group will be approximately $769 million as of December 31,
2008.  The NOL carryforward may be used to offset future federal
tax obligations, if any, of the Company and its subsidiaries.

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


GENERAL MOTORS: Sweden Unlikely to Relax State Loan Rules for Saab
------------------------------------------------------------------
The Swedish government is unlikely to relax the rules of state
rescue loans to provide funding for General Motors Co.'s Saab
Automobile AB, Ola Kinnander at Bloomberg News reports, citing
Hans Pettersson, a deputy director at Sweden's Enterprise
Ministry.


Bloomberg relates Saab, whose future may be decided by owner
General Motors Co. this week, has asked the Swedish government to
make as much as SEK5 billion  (US$717 million) available in
emergency loans, and to inform GM of this before a board meeting
tomorrow, Dec. 1.

"It's easy to propose things, but unfortunately it's not so easy
to carry them out," Bloomberg quoted Mr. Pettersson as saying.
"We are not preparing right now for a new parliamentary decision.
That the parliament would make a decision by Tuesday is not very
likely."

According to Bloomberg, a decision by the Swedish legislature is
necessary to relax rules which stipulate that loans must be repaid
in six months -- a condition Saab and others have criticized as
unrealistic.

                             Guarantees

Bloomberg relates Mr. Pettersson said GM may not welcome a Swedish
emergency loan, considering the guarantees Sweden would impose on
GM.

"The government would not provide a loan to Saab in this situation
if it didn't know it would get the money back," Bloomberg quoted
Mr. Pettersson as saying.  "That means we must have guarantees
from GM that we get this money back.  The question is if GM would
be willing to risk losing this money.  I don't think GM would
perceive it as a big help from Sweden if we provide a loan with
the conditions that are necessary to secure the tax payers'
money."

GM, Bloomberg says, may shut Saab after a sale to sports-car maker
Koenigsegg Group AB failed.  GM could also decide to keep Saab,
Bloomberg notes.  Beijing Automotive Industry Holding Co.,
Merbanco Inc. and Renco Group Inc. have made approaches to Saab
since Koenigsegg dropped a bid Nov. 24, Bloomberg discloses,
citing two people familiar with the situation.

                        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 GROWTH: Files Third Quarter Results With SEC
----------------------------------------------------
General Growth Properties, Inc., filed with the Securities and
Exchange Commission their financial results for the quarter
ended September 30, 2009, on Form 10-Q, a full-text copy of
which is accessible for free at:

              http://ResearchArchives.com/t/s?4a4a

                  General Growth Properties, Inc.
                   Consolidated Balanced Sheets
                     As of September 30, 2009

Assets:
Investment in real estate:
Land                                            $3,363,958,000
Buildings and equipment                         23,364,805,000
Less accumulated depreciation                   (4,681,331,000)
Developments in progress                           902,000,000
                                              -----------------
Net property and equipment                      22,949,432,000
Investment in and loans to/from
Unconsolidated Real Estate Affiliates            2,011,638,000
Investment property and property held for
development and sale                             1,736,456,000
                                              -----------------
  Net investment and real estate                 26,697,526,000
Cash and cash equivalents                           691,765,000
Accounts and notes receivable, net                  388,402,000
Goodwill                                            205,257,000
Deferred expenses, net                              318,853,000
Prepaid expenses and other assets                   740,354,000
                                              -----------------
   Total assets                                 $29,042,157,000
                                              =================

Liabilities and equity:
Liabilities not subject to compromise
Mortgages, notes and loans payable              $3,030,340,000
Investment in and loans to/from
Unconsolidated Real Estate Affiliates               31,694,000
Deferred tax liabilities                           861,441,000
Accounts payable and accrued expenses              904,271,000
                                              -----------------
Liabilities not subject to compromise            4,827,746,000
Liabilities subject to compromise                22,483,178,000
                                              -----------------
  Total liabilities                              27,310,924,000

Equity:
Common stock                                         3,138,000
Additional paid-in capital                       3,793,240,000
Retained earnings (accumulated deficit)         (2,160,915,000)
Accumulated other comprehensive loss                (9,082,000)
Less common stock in treasury                      (76,752,000)
                                              -----------------
  Total stockholders' equity                      1,549,629,000
Noncontrolling interests in consolidated
real estate affiliates                              24,810,000


                                              -----------------
Total equity                                     1,574,439,000
                                              -----------------
   Total liabilities and equity                 $29,042,157,000
                                              =================

                    General Growth Properties, Inc.
                  Consolidated Statements of Cash Flows
                  Nine Months Ended September 30, 2009

Cash flows from operating activities:
Net (loss) income                                ($680,205,000)
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Equity in income of Unconsolidated Real
  Estate Affiliates                                 (39,218,000)
Provision for doubtful accounts                     25,104,000
Distributions received from Unconsolidated
  Real Estate Affiliates                             31,065,000
Depreciation                                       539,091,000
Amortization                                        37,012,000
Amortization of deferred finance costs and
  debt market rate adjustments                       27,685,000
Amortization of intangibles other than in-place
  leases                                                901,000
Straight-line rent amortization                    (27,173,000)
Non-cash interest expense on Exchangeable
  Senior Notes                                       20,347,000
Non-cash interest expense resulting from
  termination of interest rate swaps                (14,156,000)
Loss (gain) on dispositions                             26,000
Provisions for impairment                          474,420,000
Participation expense pursuant to Contingent
  Stock Agreement                                    (3,572,000)
Land/residential development and acquisitions
  expenditures                                      (46,781,000)
Cost of land sales                                  20,147,000
Non-cash reorganization items                       24,114,000
Glendale Matter deposit                             67,054,000
Net changes:
  Accounts and notes receivable                      (1,140,000)
  Prepaid expenses and other assets                 (11,954,000)
  Deferred expenses                                 (25,667,000)
  Accounts payable and accrued expenses and
   deferred tax liabilities                         238,009,000
  Other, net                                         16,258,000
                                              -----------------
   Net cash provided by operating activities        671,367,000
                                              -----------------

Cash flows from investing activities:
Acquisitions/development of real estate and
property additions/improvements                   (158,237,000)
Proceeds from sales of investment properties         6,418,000
Increase in investments in Unconsolidated Real
Estate Affiliates                                 (144,293,000)
Distributions received from Unconsolidated
Real Estate Affiliates in excess of income          62,335,000
Loans from (to) Unconsolidated Real Estate
Affiliates, net                                     (9,666,000)
Decrease in restricted cash                          8,900,000
Other, net                                          (3,381,000)
                                              -----------------
Net cash used in investing activities             (237,924,000)
                                              -----------------

Cash flows from financing activities:
Proceeds from issuance of mortgages, notes
and loans payable                                            -
Proceeds from issuance of the DIP Facility         400,000,000
Principal payments on mortgages, notes and
loans payable                                     (309,350,000)
Deferred financing costs                            (2,595,000)
Cash distributions paid to common stockholders               -
Cash distributions paid to holders of Common Units    (982,000)
Cash distributions paid to holders of perpetual and
convertible preferred units                                  -
Proceeds from issuance of common stock, including
common stock plans                                      43,000
Other, net                                           2,213,000
                                              -----------------
Net cash provided by financing activities           89,329,000
                                              -----------------
Net change in cash and cash equivalents             522,772,000
Cash and cash equivalents at beginning of period    168,993,000
                                              -----------------
Cash and cash equivalents at end of period         $691,765,000
                                              =================

             About General Growth Properties

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

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

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


GENERAL GROWTH: Seeks Approval of Fallen Timber Settlements
-----------------------------------------------------------
General Growth Properties, Inc., and its affiliates ask the Court
to authorize Debtor Fallen Timbers Shops, LLC, formerly known as
Northwest Ohio Mall LLC to enter into three settlement agreements
with these parties:

  * Settlement Agreement and Mutual Full and Final Release of
    All Claims among Fallen Timbers, Wet Seal Retail, Inc. and
    Lakeside Interior Contractors, Inc.;

  * Settlement Agreement and Mutual Full and Final Release of
    All Claims among Fallen Timbers, Wet Seal and VM Systems;
    and

  * Settlement Agreement and Mutual Full and Final Release of
    All Claims among Fallen Timbers, Wet Seal and Kasper
    Enterprises, Inc. doing business as Harmon Sign.

In April 2007, Wet Seal and Columbia Construction Company entered
into an agreement for Columbia Construction to provide
construction services to Wet Seal for the improvement of premises
leased to tenant Wet Seal Retail, Inc., at the Debtor's The Shops
at Fallen Timbers' property.  Under the Contract, Columbia
Construction was responsible for the payment of these
subcontractors, including Lakeside, VM and Kasper.  Columbia
Construction failed to pay the amounts due to its subcontractors
and Lakeside, VM and Kasper each filed mechanics' lien claims
against the Premises.

In August 2008, Lakeside filed an action for foreclosure of lien
against certain defendants, including Fallen Timbers, Wet Seal,
VM and Kasper in the Lucas County Common Pleas Court seeking to
enforce its mechanic's lien and demanding payment of $126,151.
Kasper filed a proof of claim against Fallen Timbers asserting a
secured Claim No. 3620 for $3,007.  VM also filed Claim No. 3619
against Fallen Timbers asserting a secured claim for $21,965

To resolve the Wet Seal Action, the Parties entered into the
Settlement Agreements.  The salient terms of the Settlement
Agreements are:

* Wet Seal will make these settlements payments:

      Party                            Settlement Payment
      -----                            ------------------
      Lakeside                               $13,179
      Kasper                                  11,805
      VM                                      35,000

* Each of the Parties will release and forever discharge all
   claims and cause of action, which were asserted, could have
   been asserted or could presently be asserted among the
   Parties.

* Lakeside will dismiss the Wet Seal Action against Wet Seal
   and Fallen Timbers with prejudice and Fallen Timbers agrees
   to dismiss its counterclaims with prejudice against Lakeside.
   Moreover, Kasper will dismiss its cross-claims with prejudice
   as to Wet Seal and Fallen Timbers and Fallen Timbers will
   dismiss its cross-claim with prejudice against Kasper.  VM
   will dismiss its cross-claim and third-party claims with
   prejudice as to Wet Seal and Fallen Timbers.  Fallen Timbers
   agrees to dismiss its cross-claim with prejudice against VM.

* Kasper and VM will withdraw their proofs of claim against
   Fallen Timbers.

* Lakeside, Kasper and VM will immediately take all steps
   necessary to release any and all liens they have placed on
   the Premises.

* Lakeside, Kasper and VM represent that they have fully paid
   all of their subcontractors and material providers and agree
   to indemnify, defend and hold harmless Fallen Timbers and Wet
   Seal from any claims made by their subcontractors and
   material providers relating to the improvements at issue in
   the Wet Seal Action.

The Debtors assure the Court that the Settlement Agreement will
save time and resources and avoid the uncertainty and expense of
continued litigation.

             About General Growth Properties

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

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

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


GENERAL GROWTH: Seeks Preliminary Approval of Plan Outline
----------------------------------------------------------
One hundred seventy-two debtor affiliates of General Growth
Properties, Inc., ask Judge Allan Gropper of the United States
Bankruptcy Court for the Southern District of New York to
preliminarily approve the Disclosure Statement explaining the
Debtors' Joint Plan of Reorganization.

The Debtors reserve their right to add additional Debtor
affiliates as Debtor-proponents of the Plan prior to the proposed
voting deadline of the Plan to the extent those Debtors are able
to reach an agreement with their secured lenders.  A list of the
initial 172 Debtors who are Plan Proponents are available for
free at http://bankrupt.com/misc/ggp_PlanDebtors.pdf

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that as of the Petition Date, GGP had more than
$27 billion in outstanding debt, including $20 billion in
outstanding loans that are secured by GGP's real estate projects.
About $11.5 billion of these loans, secured by 100 of GGP's real
estate projects, have been securitized and sold into commercial
mortgage-backed securities or "CMBS" market.  The restructuring
of these securitized CMBS loans presents unique issues, in terms
of developing a confirmable plan of reorganization for the Plan
Debtors and advancing the Chapter 11 cases of GGP's parent-level
entities, he says.

Mr. Sprayregen discloses that in September 2009, the Plan Debtors
and certain of the project-level secured lenders engaged in
discussions regarding consensual reorganizations of the
outstanding secured indebtedness of the Plan Debtors.
Ultimately, on November 13, 2009, the Plan Debtors reached an
agreement in principle with certain of the Secured Debt Holders
on the terms of a consensual plan of reorganization and amended
credit documents.  The Plan Debtors subsequently reached similar
agreements with the other secured debt holders regarding the
terms of a plan and terms of amended credit documents subject to
definitive documentation.

The Plan Debtors will file the Disclosure Statement and Plan on
November 30, 2009, and will seek to commence solicitation on
December 2, 2009, after the Court's preliminary approval of the
Disclosure Statement.  The Plan Debtors say the Official
Committee of Unsecured Creditors and the Official Committee of
Equity Security Holders have agreed to the expedited proposed
timetable with respect to the confirmation process.

Mr. Sprayregen relates that, in general, the Plan provides 100%
recovery to each Plan Debtor's stakeholders.  Notwithstanding the
fact that the Secured Debt Holders are receiving a 100% recovery
under the Plan, the Secured Debt Holders are impaired under the
Plan and entitled to vote on the Plan pursuant to Section 1126 of
the Bankruptcy Code because the Secured Debt Holders' legal and
equitable rights are altered under the Plan.  Moreover, pursuant
to the Plan and Amended Credit Documents, each of the Secured
Debt Holders agreed to, among others:

(a) maintain the current, non-default contract rate of interest
     across all of the loans;

(b) extend the weighted-average maturity date by 5.2 years,
     which results in a weighted-average extended term starting
     from January 1, 2010 of 6.4 years;

(c) permit the Plan Debtors' existing cash management system;

(d) waive claims for default interest, late fees, ARD interest
     and immediate repayment of accelerated principal balances;
     and

(e) in certain instances, waive and consent to prepetition
     events of default that existed under existing loan
     documents.

In turn, the Plan Debtors agreed to, among others:

* strengthen the bankruptcy remoteness features of their
   organizational documents;

* provide automatic relief from the automatic stay under
   Section 362 of the Bankruptcy Code and termination of the
   extended maturity of the loan in the event of either a
   subsequent involuntary petition against a Plan Debtors that
   is not dismissed within 180 days or immediately upon a
   subsequent voluntary bankruptcy petition by a Plan Debtor;

* strengthen lender consent rights;

* provide upon emergence of certain parent-level entities, non-
   recourse guarantees by the ultimate parent of the Plan
   Debtors;

* increase reserves;

* catch up any unpaid amortization during the Chapter 11 cases
   upon Plan Debtors' emergence;

* pay increased amortization on all loans;

* pay a restructuring fee of 100 basis points on the
   outstanding balance of the loans; and

* pay a pro rata portion of the annual 25 basis special
   servicing fee on the outstanding balance of the loans.

Pursuant to Section 1125(b) of the Bankruptcy Code, a plan
proponent may not solicit the acceptance or rejection of a plan
unless the holders of the relevant claims or interests as
applicable, are provided, at or before the time of the
solicitation, with a disclosure statement approved by a
bankruptcy court that contains adequate information regarding the
debtor's plan of reorganization.  In this context, the Plan
Debtors believe that preliminary approval of the Disclosure
Statement is necessary.  Mr. Sprayregen points out that the
Secured Debt Holders required that the Plan be conditioned upon
emergence of the Plan Debtors by year-end.  Indeed, the primary
driver for the Secured Debt Holders' willingness to enter into a
consensual restructuring as their desire to obtain a quick exit
from bankruptcy for their applicable Plan Debtors, he emphasizes
In this light, the Plan Debtors must expedite the confirmation
process, which requires that the Plan Debtors obtain preliminary
approval of the Disclosure Statement so that the Plan Debtors can
commence solicitation as soon as possible.

                Debtors Seek to Partially Seal Plan

Mr. Sprayregen discloses that the Plan includes certain
provisions under which the Plan Debtors may be required to modify
loan provisions covered by Loan Settlements related to, among
others, maturities, fees, interests, and amortization schedules
resulting from subsequent changes to certain loans not subject to
the Plan or the Loan Settlements.  He points out that under this
aspect of the Plan, a subsequent modification to certain Non-
Settling Loans may then require a corresponding adjustment to the
methodology governing the relevant Flex Provision for loans
subject to an applicable Loan Settlement.  Given the current
posture of their reorganization, the Debtors believe that the
Flex Provisions are highly sensitive commercial information, he
asserts.  Public disclosure of the Flex Provisions could
materially impair the Debtors' future ability to reach negotiated
settlements with their remaining lenders on terms favorable to
the Debtors' stakeholders, he says.

Thus, at the Debtors' behest, Judge Gropper authorized the Plan
Debtors to file under seal portions of their Plan relating to the
Flex Provisions.

Moreover, Judge Gropper restricted access to the sealed portions
of the Plan to (i) the U.S. Trustee for Region 2, (ii) counsel
and financial advisors to the Creditors' Committee and members of
the Creditors' Committee, (iii) counsel and financial advisors to
the Equity Committee, (iv) those sevicers and lenders entitled to
vote to accept or reject the Plan and their counsel, and (v) any
other party as may be ordered by the Court or agreed to by the
Debtors under appropriate confidentiality agreements reasonably
satisfactory to the Debtors that preserve the confidentiality of
the Flex Provisions.

Any pleadings filed in the Debtors' Chapter 11 cases that
reference that information contained in the Flex Provisions will
be filed under seal and served only on the parties authorized to
receive the Flex Provisions pursuant to this order.

                     Solicitation Schedule

The Debtors seek the Court's authority to commence solicitation
of the Joint Plan of Reorganization in accordance with proposed
solicitation schedule and protocol.

The Debtors ask the Court to establish November 27, 2009, as the
record date for determining: (a) the holders of Claims entitled
to receive a Solicitation Package; (b) the holders of Claims
entitled to vote to accept or reject the Plan; and (c) whether
Claims have been properly transferred to an assignee pursuant to
Rule 3001(e) of the Federal Rules of Bankruptcy Procedure so that
the assignee can vote as the holder of that Claim.

The Plan Debtors propose that upon preliminary approval of their
Disclosure Statement they will cause Kurtzman Carson Consultants,
LLC, as the Debtors' voting and claims agent, to serve all of the
Plan Debtors' creditors entitled to vote on the Plan with a copy
of a Disclosure Statement and Confirmation Hearing notice, which
specifies:

* the date, time and place of the Disclosure Statement and
   Confirmation Hearing, which the Plan Debtors propose to be
   December 15, 2009;

* procedures for filing objections to the approval of the
   Disclosure Statement and confirmation of the Plan and
   deadline to file these objections, which the Plan Debtors
   propose to be December 11, 2009; and

* the Voting Deadline.

The Plan Debtors propose to commence solicitation immediately
after preliminary approval of the Disclosure Statement and end
solicitation on December 11, 2009, at 5:00 p.m. prevailing
Eastern Time.  Thus, the Plan Debtors seek the Court's authority
to establish December 11, 2009, at 5:00 p.m. prevailing Eastern
Time as the deadline by which Ballots must be received by KCC.

The Plan Debtors propose that the certification of Ballots be
presented to the Court on or before on December 14, 2009, at
12:00 p.m. prevailing Eastern Time.  Given the expedited nature
of this confirmation timeline, the Plan Debtors believe that
setting the deadline to file the Voting Certification for the day
prior to the hearing is appropriate.

As each Plan Debtor's lone Voting Class will consist of one
voter, whether that voter elects to accept or reject the Plan
will determine whether or not the Plan has been accepted by that
Voting Class.  Accordingly, solely for purposes of voting to
accept or reject the Plan, the Plan Debtors propose that each
Claim within the Voting Class entitled to vote to accept or
reject the Plan be allowed temporarily in an amount equal to the
amount of that Claim as set forth in the Plan.

The Plan Debtors propose that these Ballots will not be counted
or considered in determining whether the Plan has been accepted
or rejected:

(a) any Ballot that is illegible or contains insufficient
     information to permit the identification of the Holder of
     the Claim;

(b) any Ballot cast by an Entity that does not hold a Claim;

(c) any unsigned Ballot; and

(d) any Ballot submitted by any Entity not entitled to vote
     pursuant to the Solicitation Procedures.

To the extent these Ballots are actually submitted by or on
behalf of an Entity entitled to vote on the Plan, that Entity
will be deemed to have abstained from voting; provided, that the
Plan Debtors, after consultation with the Creditors' Committee,
the Equity Committee and Special Servicers for the Secured Debt
Holders or the Consulting Parties, may resolicit the votes of any
Entity submitting a Ballot that is not deemed to be counted.  45.

The Plan Debtors propose that objections to the Disclosure
Statement or confirmation of the Plan must be in writing; state
the name and address of the objecting party and the amount and
nature of the claim or interest of that party; state with
particularity the basis and nature of any objection to the
confirmation of the Plan; and be filed, together with proof of
service, with the Court and served so they are received no later
than 5:00 p.m. Eastern Time on December 11, 2009.

The Plan Debtors also propose that their confirmation brief
and any replies to objections to approval of the Disclosure
Statement or confirmation of the Plan be filed no later than
12:00 p.m. Eastern Time on December 14, 2009.

             About General Growth Properties

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

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

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


GEO-SEIS HELICOPTERS: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Geo-Seis Helicopters, Inc.
        116 N. Raquette Drive
        Fort Collins, CO 80524-2757

Bankruptcy Case No.: 09-35200

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Nick Wimmershoff, Esq.
                  4747 Franklin Dr.
                  Boulder, CO 80301
                  Tel: (303) 776-5900
                  Email: wimbank1@aol.com

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

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

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

             http://bankrupt.com/misc/cob09-35200.pdf

The petition was signed by William T. Browder, president of the
Company.


GREEKTOWN HOLDINGS: October Revenues Total $28.1MM, MGCB Reports
----------------------------------------------------------------
The Michigan Gaming Control Board stated in its Web site that
Greektown Casino's aggregated adjusted revenues for October 2009
is $29,300,520.  Of this revenue, Greektown Casino's state
wagering tax is $3,545,362.

The Gaming Board also released the October 2009 revenues of two
other Detroit casinos, MGM Grand Detroit and MotorCity Casino.
The Board notes that MGM Grand Detroit earned $44,911,699 in
October 2009 and MotorCity Casino had $35,992,326 in revenues for
the same period.

                      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 Stout Risius as Appraisers
-------------------------------------------------------
Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, relates that Stout Risius Ross performed two
appraisals for the Debtors between January 19, 2009, and
August 17, 2009, in relation to certain offers to purchase real
property and accrued fees totaling $13,000.  He tells the Court
that due in part to the limited nature of the work performed by
the firm, the Debtors and SRR inadvertently did not seek the
Court's approval of the performance of SRR's services.

The Properties appraised by SRR are the 1001 Brush Parking Garage
and the 422 E. Lafayette Parking Lot.  SRR valued the Properties
and delivered final written appraisal reports to the Debtors in
August 2009.

Accordingly, by this application, the Debtors seek the Court's
authority to employ SRR as real property appraisers nunc pro tunc
to January 19, 2009.  Mr. Weiner notes that SRR has not performed
additional services since August 17, 2009, and currently has not
been engaged to perform any additional services.

The Debtors believe that SRR is well qualified to act on their
behalf because of the firm's extensive knowledge and experience
in real property appraisal.

Mr. Weiner asserts that SRR's appraisal services have been
valuable to the Debtors in their efforts to reorganize.

The Debtors seek to pay SRR $13,000 for the firm's appraisal
services and reimburse the firm of direct expenses incurred.

John N. Ross, a managing director of SRR, assures the Court that
his firm is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

                      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)


HARRAH'S ENTERTAINMENT: Exchange Bid Launched for Various Notes
---------------------------------------------------------------
Harrah's Operating Company, Inc., is offering to exchange up to:

     -- $214,800,000 in aggregate principal amount of its
        registered 10.00% Second-Priority Senior Secured Notes due
        2015 and the guarantee thereof,

     -- $847,621,000 in the aggregate principal amount of its
        registered 10.00% Second-Priority Senior Secured Notes due
        2018,

     -- $3,705,498,000 in the aggregate principal amount of its
        registered 10.00% Second-Priority Senior Secured Notes due
        2018 and the guarantee thereof, and

     -- $2,095,000,000 in aggregate principal amount of its
        registered 11.25% Senior Secured Notes due 2017 and any
        guarantees thereof,

for a like principal amount of its unregistered:

     -- 10.00% Second-Priority Senior Secured Notes due 2015,

     -- 10.00% Second-Priority Senior Secured Notes due 2018,

     -- 10.00% Second-Priority Senior Secured Notes due 2018, and

     -- 11.25% Senior Secured Notes due 2017.

The terms of the exchange notes and the guarantee thereof are
identical to the terms of the related original notes and the
guarantees thereof in all material respects, except for the
elimination of some transfer restrictions, registration rights and
additional interest provisions relating to the original notes.
The notes are irrevocably and unconditionally guaranteed by
Harrah's Entertainment, Inc.  The notes will be exchanged in
denominations of $2,000 and in integral multiples of $1,000.

The Company will exchange any and all original notes that are
validly tendered and not validly withdrawn prior to 5:00 p.m., New
York City time, on [________], 2009, unless extended.

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

                          About Harrah's

Harrah's Entertainment, Inc., owns or manages 52 casinos,
primarily under the Harrah's, Caesars and Horseshoe brand names in
the United States.  The casino entertainment facilities include 33
land-based casinos, 12 riverboat or dockside casinos, three
managed casinos on Indian lands in the United States, one managed
casino in Canada, one combination thoroughbred racetrack and
casino, one combination greyhound racetrack and casino, and one
combination harness racetrack and casino.  The 33 land-based
casinos include one in Uruguay, 11 in the United Kingdom, two in
Egypt and one in South Africa.  On January 28, 2008, Harrah's
Entertainment was acquired by affiliates of Apollo Global
Management, LLC, and TPG Capital, LP, in an all cash transaction.

                           *     *     *

As reported by the Troubled Company Reporter on September 25,
2009, Moody's Investors Service assigned a Caa1 rating to the
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company.  Moody's also affirmed Harrah's Entertainment's
Caa3 Corporate Family rating, Caa3 Probability of default rating
and all of the long-term debt ratings of HET and HOC, Inc.

The TCR said June 15, 2009, that Standard & Poor's Ratings
Services raised its corporate credit ratings on Harrah's
Entertainment and Harrah's Operating to 'CCC+' from 'CCC'.


HARRAH'S ENTERTAINMENT: Files Prospectus to Cover Resale of Notes
-----------------------------------------------------------------
Harrah's Entertainment, Inc., and Harrah's Operating Company,
Inc., filed a Form S-1 Registration Statement under the Securities
Act of 1933.  The accompanying prospectus covers resales by
holders of:

     (i) the 10.00% Second-Priority Senior Secured Notes due
         2015 issued by Harrah's Operating Company, Inc., on
         December 24, 2008;

    (ii) the 10.00% Second-Priority Senior Secured Notes due 2018
         issued by HOC on December 24, 2008;

   (iii) the 10.00% Second-Priority Senior Secured Notes due 2018
         issued by HOC on April 15, 2009;

    (iv) the 5.625% Senior Notes due 2015;

     (v) the 6.50% Senior Notes due 2016; and

    (vi) the 5.75% Senior Notes due 2017.

The 2015 Second Lien Notes mature on December 15, 2015, and the
2018(1) Second Lien Notes and 2018(2) Second Lien Notes mature on
December 15, 2018.  Interest on each series of the Second Lien
Notes is payable in cash on June 15 and December 15 and accrues at
a rate of 10.00% per annum.

The 2015 Senior Notes mature on June 1, 2015, the 2016 Senior
Notes mature on June 1, 2016, and the 2017 Senior Notes mature on
October 1, 2017.  Interest on the 2015 Senior Notes is payable in
cash on June 1 and December 1 and accrues at a rate of 5.625% per
annum. Interest on the 2016 Senior Notes is payable in cash on
June 1 and December 1 and accrues at a rate of 6.50% per annum.
Interest on the 2017 Senior Notes is payable in cash on April 1
and October 1 and accrues at a rate of 5.75% per annum.

At any time prior to December 15, 2012, HOC may redeem, in whole
or in part, the 2015 Second Lien Notes at a price equal to 100% of
the principal amount of the 2015 Second Lien Notes redeemed plus
accrued and unpaid interest to the redemption date and a "make-
whole" premium.  Thereafter, HOC may redeem the 2015 Second Lien
Notes, in whole or in part, at the redemption prices set forth in
this prospectus.  At any time prior to December 15, 2013, HOC may
redeem, in whole or in part, the 2018(1) Second Lien Notes, in
whole or in part, at a price equal to 100% of the principal amount
of the 2018(1) Second Lien Notes redeemed plus accrued and unpaid
interest to the redemption date and a "make-whole" premium or the
2018(2) Second Lien Notes, in whole or in part, at a price equal
to 100% of the principal amount of the 2018(2) Second Lien Notes
redeemed plus accrued and unpaid interest to the redemption date
and a "make-whole" premium.  Thereafter, HOC may redeem the
2018(1) Second Lien Notes or the 2018(2) Second Lien Notes, in
whole or in part, at the redemption prices set forth in this
prospectus.  In addition, on or prior to December 15, 2011, HOC
may redeem up to 35% of the aggregate principal amount of the 2015
Second Lien Notes, the 2018(1) Second Lien Notes or the 2018(2)
Second Lien Notes with the net cash proceeds from certain equity
offerings at the redemption prices set forth in this prospectus.
At any time prior to their respective maturity dates, HOC may
redeem, in whole or in part, any series of the Senior Notes at a
price equal to 100% of the principal amount of such series of
Senior Notes redeemed plus accrued and unpaid interest to the
redemption date and a "make-whole" premium.

The notes are senior indebtedness of HOC, rank pari passu in right
of payment with all of its existing and future senior indebtedness
of HOC, are senior in right of payment to all of its existing and
future subordinated indebtedness of HOC and are effectively
subordinated in right of payment to all of the existing and future
indebtedness and liabilities of its subsidiaries (in the case of
the Senior Notes) and its subsidiaries that are not Subsidiary
Pledgors (in the case of the Second Lien Notes).  In addition, the
Senior Notes are effectively subordinated to any senior secured
indebtedness of HOC or Harrah's Entertainment, including the
Second Lien Notes, as well as HOC's senior secured credit
facilities and first lien notes, in each case to the extent of the
assets securing such indebtedness.  The notes are irrevocably and
unconditionally guaranteed by Harrah's Entertainment.

The Second Lien Notes will be secured by second-priority liens on
certain assets of HOC and each wholly owned, domestic subsidiary
of HOC that is a subsidiary pledgor with respect to the senior
secured credit facilities.  The liens are junior in priority to
the liens on substantially the same collateral securing the senior
secured credit facilities and the first lien notes and to all
other permitted prior liens, including liens securing certain
derivative obligations and cash management obligations.  While the
collateral securing the senior secured credit facilities and the
first lien notes includes the equity interests of HOC and
substantially all of HOC's domestic subsidiaries and "first-tier"
foreign subsidiaries, the collateral securing the Second Lien
Notes does not include securities and other equity interests of
HOC or its subsidiaries.

HOC will not receive any proceeds from the resale of the notes.

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

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

                          About Harrah's

Harrah's Entertainment, Inc., owns or manages 52 casinos,
primarily under the Harrah's, Caesars and Horseshoe brand names in
the United States.  The casino entertainment facilities include 33
land-based casinos, 12 riverboat or dockside casinos, three
managed casinos on Indian lands in the United States, one managed
casino in Canada, one combination thoroughbred racetrack and
casino, one combination greyhound racetrack and casino, and one
combination harness racetrack and casino.  The 33 land-based
casinos include one in Uruguay, 11 in the United Kingdom, two in
Egypt and one in South Africa.  On January 28, 2008, Harrah's
Entertainment was acquired by affiliates of Apollo Global
Management, LLC, and TPG Capital, LP, in an all cash transaction.

                           *     *     *

As reported by the Troubled Company Reporter on September 25,
2009, Moody's Investors Service assigned a Caa1 rating to the
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company.  Moody's also affirmed Harrah's Entertainment's
Caa3 Corporate Family rating, Caa3 Probability of default rating
and all of the long-term debt ratings of HET and HOC, Inc.

The TCR said June 15, 2009, that Standard & Poor's Ratings
Services raised its corporate credit ratings on Harrah's
Entertainment and Harrah's Operating to 'CCC+' from 'CCC'.


HAWKER BEECHCRAFT: Bank Debt Trades at 25.25% Off
-------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 74.75 cents-on-
the-dollar during the week ended Friday, Nov. 27, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.25 percentage
points from the previous week, The Journal relates.  The loan
matures on March 26, 2014.  The Company pays 200 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Caa1 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among the 173 widely quoted
syndicated loans, with five or more bids, in secondary trading in
the week ended Nov. 27.

As reported by the Troubled Company Reporter on Nov. 20, 2009,
Moody's affirmed Hawker Beechcraft Acquisition Company LLC's Caa2
Corporate Family and Probability of Default ratings but lowered
the rating on the company's senior secured bank obligations to
Caa1 from B3 following announcement of plans to expand the size of
its secured term loan.  At the same time, ratings on Hawker
Beechcraft's senior unsecured cash-pay and PIK election notes
(Caa3) and subordinated notes (Ca) were affirmed.  The company's
Speculative Grade Liquidity rating was changed to SGL-4,
designating weak liquidity, but is expected to improve once final
amounts sourced from an incremental term loan are known.  The
outlook was revised to negative.

The actions follow several developments: an amendment to the
Company's revolving credit facility reducing the size of the
commitment and revising financial covenants, a proposed increase
of $200 million to an existing $1,271 million term loan,
disclosure of some $0.7 billion of non-cash impairment and other
charges during the company's third quarter.

On Nov. 19, 2009, the TCR stated that Standard & Poor's assigned
its 'CCC+' issue-level rating to Hawker Beechcraft Acquisition Co.
LLC's proposed $200 million incremental term loan, the same as the
corporate credit rating on parent Hawker Beechcraft Inc., and a
'4' recovery rating, which indicates S&P's expectation of average
(30%-50%) recovery in a payment default scenario.  In addition,
S&P affirmed its 'CCC+' corporate credit rating on Wichita,
Kansas-based Hawker Beechcraft.  The company has about
$2.15 billion of debt.

S&P also lowered its issue-level rating on HBAC's existing senior
secured credit facilities to 'CCC+' from 'B-', the same as the
corporate credit rating on Hawker Beechcraft.  S&P lowered the
recovery rating on this debt to '4' from '2', indicating its
expectation of average (30%-50%) recovery in a payment default
scenario.  At the same time, S&P affirmed its 'CCC-' issue-level
rating on HBAC's senior unsecured and subordinated notes, two
notches below the corporate credit rating on Hawker Beechcraft.
The recovery rating on the senior unsecured and subordinated debt
remains at '6', indicating S&P's expectation of negligible (0%-
10%) recovery in a payment default scenario.

The outlook is negative.  S&P could lower the ratings if the
market for business jets deteriorates further, leading to reduced
earnings, cash generation, and liquidity, resulting in cash on
hand and revolver availability falling below $200 million.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.


HEALTH MANAGEMENT: Bank Debt Trades at 9.32% Off
------------------------------------------------
Participations in a syndicated loan under which Health Management
Associates is a borrower traded in the secondary market at 90.68
cents-on-the-dollar during the week ended Friday, Nov. 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.48
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 28, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B1 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among the 173 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 27.

Headquartered in Naples, Florida, Health Management Associates is
an owner and operator of acute-care hospitals in non-urban
settings.  The company provides inpatient services such as general
surgery, and oncology as well as outpatient services such as
laboratory, x-ray and physical therapy services.  In addition,
some facilities also offer specialty services such as cardiology,
radiation therapy and MRI scanning.

Health Management carries a 'B1' long term corporate and
probability of default ratings, with stable outlook, from Moody's,
a 'B+' issuer credit ratings, with negative outlook, from Standard
& Poor's, and a 'B+' long term issuer default rating, with stable
outlook, from Fitch.


HOME AMERICA MORTGAGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Home America Mortgage, Inc.
        315 N.E. 14th St.
        Ocala, FL 34470

Bankruptcy Case No.: 09-10023

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Russell M. Blain, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: rblain.ecf@srbp.com

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

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

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

The petition was signed by Neil F. Luria, chief restructuring
officer of the Company.


IDEARC INC: Bank Debt Trades at 52% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Idearc, Inc., is a
borrower traded in the secondary market at 48.11 cents-on-the-
dollar during the week ended Friday, Nov. 27, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.71 percentage points
from the previous week, The Journal relates.  The loan matures on
Nov. 17, 2014.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating while
Standard & Poor's has assigned a default rating on the bank debt.
The debt is one of the biggest gainers and losers among the 173
widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 27.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on March
31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


INFOLOGIX INC: Reports $2 Million Net Loss for Sept. 30 Quarter
---------------------------------------------------------------
InfoLogix, Inc., reported a net loss of $2,062,000 for the three
months ended September 30, 2009, from a net loss of $2,520,000 for
the year ago period.  The Company posted a net loss of $11,513,000
for the nine months ended September 30, 2009, from a net loss of
$4,053,000 for the year ago period.

Net revenues for the three months ended September 30, 2009, were
$22,345,000 compared to $23,824,000 for the year ago period.  Net
revenues for the nine months ended September 30, 2009, were
$65,568,000 compared to $73,958,000 for the year ago period.

At September 30, 2009, the Company had total assets of $42,332,000
against total liabilities of $45,512,000, resulting in
stockholders' deficiency of $3,180,000.

                           Going Concern

"Our condensed consolidated financial statements for the three and
nine months ended September 30, 2009 have been prepared on a going
concern basis, which contemplates continuing operations, securing
additional debt or equity financing, selling certain assets, and
realizing assets and liabilities in the ordinary course of
business.  However, we have incurred significant net losses from
2006 through 2009, including net losses of $11,513 for the nine
months ended September 30, 2009 and have accumulated a
stockholders' deficiency of $3,180.  We have substantial liquidity
requirements including monthly interest on our outstanding debt
and those related to the repayment of our revolving line of credit
that comes due on May 1, 2011, as well as to earn out payments for
past acquisitions.  Though we are taking measures to improve our
liquidity, we do not currently expect to generate sufficient cash
flow from operations to fund those obligations," the Company said.

"We entered into an Amended and Restated Loan Agreement with
Hercules on November 20, 2009. As a result, we restructured our
indebtedness and reduced our outstanding obligations payable to
Hercules by $5,000, but we also continue to identify ways to
optimize our capital structure and pursue strategic planning to
continue as a going concern and provide for our future success.

"We have undertaken a series of actions to reduce costs and are
pursuing various initiatives to secure equity or debt financing
that will reduce our overall cost of capital.  Our plan to improve
our liquidity also includes the possibility of selling certain
assets of the business, and further evaluating our staffing model.
Our continued operations are dependent on our ability to implement
these plans successfully.  Our ability to implement these plans
successfully is dependent on many circumstances outside of our
direct control, including general economic conditions and the
financial strength of our customers.  Any additional financing we
are able to secure will likely be subject to a number of
conditions and involve additional costs.  Given the current
negative conditions in the economy generally and the credit
markets in particular, there is uncertainty as to whether we will
be able to generate sufficient liquidity to repay our outstanding
debt, to make earn out payments and to meet working capital needs.
There can be no assurance, however, that we will be able to
achieve and sustain a level of liquidity sufficient to continue as
a going concern.

"Despite our history of losses and the difficult economic climate,
we believe that we are still well-positioned to capitalize on the
development, proliferation and convergence of enterprise mobility
solutions in the marketplace. We believe that the application of
our knowledge and experience in combining industry leading
wireless infrastructure with proprietary and third-party software
creates solutions that address our customers' critical needs.
Because we do not depend on any particular technology or network
carrier, we believe that we can provide tailored solutions in a
rapidly changing technological landscape. Also, as market
conditions continue to evolve, we believe that our solutions are
adaptable to customers in any industry and scalable to customers
of varying size or technological sophistication," the Company
said.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4aa9

The Form 10-Q report was filed on November 23, six days after the
Company said it would delay the filing of the report.  The Company
cited the Hercules deal.

                       About InfoLogix Inc.

Based Hatboro, Pennsylvania, InfoLogix Inc. (NASDAQ: IFLG) --
http://www.infologix.com/-- provides enterprise mobility
solutions for the healthcare and commercial industries.  InfoLogix
uses the industry's most advanced technologies to increase the
efficiency, accuracy, and transparency of complex business and
clinical processes.  With 19 issued patents, InfoLogix provides
mobile managed solutions, on-demand software applications, mobile
infrastructure products, and strategic consulting services to over
2,000 clients in North America including Kraft Foods, Merck and
Company, General Electric, Kaiser Permanente, MultiCare Health
System and Stanford School of Medicine.


INFOLOGIX INC: Restructures Earnout Deal with Delta Health Systems
------------------------------------------------------------------
InfoLogix, Inc., reports that as a condition to and in connection
with the completion of its restructuring transaction with Hercules
Technology Growth Capital, Inc., and its wholly owned subsidiary,
Hercules Technology I, LLC, certain earnout obligations with Delta
Health Systems, Inc., were restructured.

On November 20, 2009, the Company's wholly owned subsidiary,
InfoLogix Systems Corporation, entered into a letter agreement
with Delta whereby the parties agreed to restructure the
outstanding obligations under the Earn Out Agreement dated May 2,
2008.  Under the Delta Earn Out Agreement, Delta earned $430,000
for the earn out period ended May 2, 2009.

Under the Letter Agreement, in lieu of the $430,000 payment,
commencing as of September 1, 2009, Delta will participate in a
commission plan, under which InfoLogix Systems will pay Delta a
monthly commission equal to 11.5% of collected revenue from
Delta's business that the Company generates, if any, during the
applicable month.  Delta released InfoLogix Systems from all
obligations under the Delta Earn Out Agreement relating to the
earn out period ended May 2, 2009.  All other terms and conditions
of the Delta Earn Out Agreement, including the rights and
obligations of the parties with respect to the earn out period
ending May 2, 2010, if any, remain in full force and effect.

Pursuant to the Hercules transaction, $5 million of the Company's
outstanding debt was converted into equity in the Company and
warrants to purchase equity in the Company, and the remaining
outstanding debt with Hercules was otherwise restructured.  The
Restructuring also provides for up to $5 million in additional
availability under a revolving credit facility with Hercules.

                       About InfoLogix Inc.

Based Hatboro, Pennsylvania, InfoLogix Inc. (NASDAQ: IFLG) --
http://www.infologix.com/-- provides enterprise mobility
solutions for the healthcare and commercial industries.  InfoLogix
uses the industry's most advanced technologies to increase the
efficiency, accuracy, and transparency of complex business and
clinical processes.  With 19 issued patents, InfoLogix provides
mobile managed solutions, on-demand software applications, mobile
infrastructure products, and strategic consulting services to over
2,000 clients in North America including Kraft Foods, Merck and
Company, General Electric, Kaiser Permanente, MultiCare Health
System and Stanford School of Medicine.

At September 30, 2009, the Company had total assets of $42,332,000
against total liabilities of $45,512,000, resulting in
stockholders' deficiency of $3,180,000.

                           Going Concern

The Company has said, "Our condensed consolidated financial
statements for the three and nine months ended September 30, 2009
have been prepared on a going concern basis, which contemplates
continuing operations, securing additional debt or equity
financing, selling certain assets, and realizing assets and
liabilities in the ordinary course of business.  However, we have
incurred significant net losses from 2006 through 2009, including
net losses of $11,513 for the nine months ended September 30, 2009
and have accumulated a stockholders' deficiency of $3,180.  We
have substantial liquidity requirements including monthly interest
on our outstanding debt and those related to the repayment of our
revolving line of credit that comes due on May 1, 2011, as well as
to earn out payments for past acquisitions.  Though we are taking
measures to improve our liquidity, we do not currently expect to
generate sufficient cash flow from operations to fund those
obligations."


INFOLOGIX INC: Hercules Deal Prompts Management Shakeup
-------------------------------------------------------
InfoLogix, Inc., reports that under its Debt Conversion Agreement
with Hercules Technology Growth Capital, Inc., and its wholly
owned subsidiary, Hercules Technology I, LLC, the Company's Board
of Directors was reconstituted and is now composed of four
incumbent directors, three members chosen by HTI, and for one year
after the closing of the Restructuring, the Chairman of the Board
just prior to the closing will hold the non-voting position of
Chairman Emeritus.

The Company said within 90 days following the Restructuring, the
Board is required to cause one Incumbent Director, other than the
Company's chief executive officer, to resign and is required to
replace that director with a nominee who is mutually acceptable to
HTI and the Incumbent Directors.  If the Joint Director is not
elected to the Board within 90 days following the Restructuring,
the size of the Board will be increased by one position and HTI
will have the right to designate an additional director to fill
that position.  Upon the election of the Joint Director, HTI will
cause the additional director to resign and the size of the Board
will be reduced accordingly.  HTI also has the right to have one
HTI Director sit on the Nominating and Governance and Compensation
Committees of the Board.  For so long as HTI and its affiliates
own at least 25% of the issued and outstanding shares of Common
Stock, HTI has agreed to, and shall cause its affiliates to, vote
for the HTI Directors, the Joint Director, the Company's chief
executive officer and those persons who are independent and
nominated by all members of the Nominating and Governance
Committee to the Board.

On November 20, 2009, the Company cancelled existing warrants to
purchase an aggregate of 2,425,000 shares of Common Stock issued
on November 29, 2006, and June 19, 2009, to each of Warren V.
Musser, Michael M. Carter, David T. Gulian, Richard D. Hodge,
Fairmount Partners LP and Hercules -- Existing Warrant Holders --
and reissued to each Existing Warrant Holder a replacement warrant
on substantially the same terms as such Existing Warrant Holder's
corresponding Existing Warrant, except that the exercise price of
the Replacement Warrant is $0.0743 per share of Common Stock.
Except for the Replacement Warrant issued to Hercules, the
Replacement Warrants will not vest or become exercisable until the
Company files the Charter Amendment with the Delaware Secretary of
State.

On November 20, 2009, effective upon the closing of the
Restructuring, Mr. Hodge and Richard A. Vermeil resigned from the
Board.  Mr. Musser also resigned from the Board effective upon the
closing of the Restructuring on November 20 and was appointed to
the non-voting position of Chairman Emeritus.  The resignations
were not as a result of any disagreements with the Company.  The
Company would like to thank Messrs. Hodge and Vermeil for their
work and for their contributions to the Company.

In connection with the Restructuring, Manuel A. Henriquez, Roy Y.
Liu and Mark S. Denomme were elected to the Board as the HTI
Directors.  Mr. Henriquez will serve on the Company's Compensation
Committee and Nominating and Governance Committee.  The Company
does not currently expect that Messrs. Liu or Denomme will serve
on any committees of the Board.  In connection with their election
to the Board, the Company entered into the Indemnification
Agreement with Messrs. Henriquez, Liu and Denomme, whereby the
Company agreed to indemnify them, to the fullest extent permitted
by the law of the State of Delaware, from indemnifiable losses
arising as a result of their roles as members of the Board.

Mr. Henriquez is a co-founder of Hercules, the parent corporation
of HTI, and currently serves as its Chairman, Chief Executive
Officer and President.  Messrs. Liu and Denomme are each Managing
Directors of Hercules.

On November 20, 2009, the Company entered into indemnification
agreements with the HTI Directors in connection with their
election to the Board, whereby the Company agreed to indemnify
them, to the fullest extent permitted under Delaware law against
all expenses, judgments, costs, fines and amounts paid in
settlement actually incurred by the HTI Directors in connection
with any civil, criminal, administrative or investigative action
brought against the HTI Directors by reason of their relationship
with the Company.  The Indemnification Agreements provide for
indemnification rights regarding third-party claims and in certain
circumstances, proceedings brought by or in the right of the
Company.  In addition, the Indemnification Agreements provide for
the advancement of expenses incurred in connection with any
proceeding covered by the Indemnification Agreement as permitted
by Delaware law.

                       About InfoLogix Inc.

Based Hatboro, Pennsylvania, InfoLogix Inc. (NASDAQ: IFLG) --
http://www.infologix.com/-- provides enterprise mobility
solutions for the healthcare and commercial industries.  InfoLogix
uses the industry's most advanced technologies to increase the
efficiency, accuracy, and transparency of complex business and
clinical processes.  With 19 issued patents, InfoLogix provides
mobile managed solutions, on-demand software applications, mobile
infrastructure products, and strategic consulting services to over
2,000 clients in North America including Kraft Foods, Merck and
Company, General Electric, Kaiser Permanente, MultiCare Health
System and Stanford School of Medicine.

At September 30, 2009, the Company had total assets of $42,332,000
against total liabilities of $45,512,000, resulting in
stockholders' deficiency of $3,180,000.

                           Going Concern

The Company has said, "Our condensed consolidated financial
statements for the three and nine months ended September 30, 2009
have been prepared on a going concern basis, which contemplates
continuing operations, securing additional debt or equity
financing, selling certain assets, and realizing assets and
liabilities in the ordinary course of business.  However, we have
incurred significant net losses from 2006 through 2009, including
net losses of $11,513 for the nine months ended September 30, 2009
and have accumulated a stockholders' deficiency of $3,180.  We
have substantial liquidity requirements including monthly interest
on our outstanding debt and those related to the repayment of our
revolving line of credit that comes due on May 1, 2011, as well as
to earn out payments for past acquisitions.  Though we are taking
measures to improve our liquidity, we do not currently expect to
generate sufficient cash flow from operations to fund those
obligations."


INTELSAT LTD: Launches Exchange Offer for Sr. Notes, PIK Notes
--------------------------------------------------------------
Intelsat, Ltd., and Intelsat (Bermuda), Ltd., are offering to
exchange any of Intelsat (Bermuda), Ltd.'s:

     -- 11-1/4% Senior Notes due 2017 for newly issued 11-1/4%
        Senior Notes due 2017, and

     -- 11-1/2% / 12-1/2% Senior PIK Election Notes due 2017 for
        newly issued 11-1/2% / 12-1/2% Senior PIK Election Notes
        due 2017.

The offer will expire at 5:00 p.m. New York City time on [______],
2009, unless extended.

Intelsat said it does not currently intend to extend the
expiration date.

The exchange of outstanding original notes for exchange notes in
the exchange offer will not constitute a taxable event for U.S.
federal income tax purposes.  The terms of the exchange notes to
be issued in the exchange offer are substantially identical to the
original notes, except that the exchange notes will be freely
tradeable and will not benefit from the registration and related
rights pursuant to which the Company is conducting the exchange
offer.  All untendered original notes will continue to be subject
to the restrictions on transfer set forth in the original notes
and in the indenture.

Intelsat said there is no existing public market for the original
notes, and there is currently no public market for the new notes
to be issued in the exchange offer.

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

               http://ResearchArchives.com/t/s?4ab0

                          About Intelsat

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- provides fixed satellite services
worldwide.  Intelsat provides service on a global fleet of 51
satellites and seven owned teleports and terrestrial facilities.
Intelsat supplies video, data and voice connectivity in roughly
200 countries and territories for roughly 1,800 customers, many of
which Intelsat has had relationships with for over 30 years.
Intelsat has one of the largest, most flexible and one of the most
reliable satellite fleets in the world, which covers over 99% of
the world's population.

Intelsat had $17,052,043,000 in total assets against total current
liabilities of $659,614,000, long-term debt, net of current
portion of $15,087,524,000, deferred satellite performance
incentives, net of current portion of $115,607,000, deferred
revenue, net of current portion of $226,198,000, deferred income
taxes of $531,913,000, accrued retirement benefits of
$238,385,000, other long-term liabilities of $343,554,000 and
noncontrolling interest of $7,058,000, resulting in stockholders'
deficit of $157,810,000.


INTELSAT LTD: Moves Headquarters to Luxembourg
----------------------------------------------
Intelsat, Ltd., reports that on November 25, 2009, it filed Pro
Forma Transfer of Control Applications with the US Federal
Communications Commission for each of its five FCC licensee
entities, reflecting the company's intention to migrate the
jurisdictions of organizations of Intelsat, Ltd. and certain of
its parent holding companies and subsidiaries from Bermuda to
Luxembourg.  The migration is designed to domicile Intelsat in a
stable jurisdiction that is familiar with the fixed satellite
services sector and has established tax treaties with the
countries in which Intelsat does business.  The migration is
subject to receipt of FCC approval and other contingencies, but is
expected to be completed in the next few months.  At completion,
the headquarters of the company will be in Luxembourg.  All of
Intelsat's satellite and ground station assets are directly held
by subsidiaries that will not be migrating to Luxembourg.

                          About Intelsat

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- provides fixed satellite services
worldwide.  Intelsat provides service on a global fleet of 51
satellites and seven owned teleports and terrestrial facilities.
Intelsat supplies video, data and voice connectivity in roughly
200 countries and territories for roughly 1,800 customers, many of
which Intelsat has had relationships with for over 30 years.
Intelsat has one of the largest, most flexible and one of the most
reliable satellite fleets in the world, which covers over 99% of
the world's population.

Intelsat had $17,052,043,000 in total assets against total current
liabilities of $659,614,000, long-term debt, net of current
portion of $15,087,524,000, deferred satellite performance
incentives, net of current portion of $115,607,000, deferred
revenue, net of current portion of $226,198,000, deferred income
taxes of $531,913,000, accrued retirement benefits of
$238,385,000, other long-term liabilities of $343,554,000 and
noncontrolling interest of $7,058,000, resulting in stockholders'
deficit of $157,810,000.


INTELSAT CORP: Bank Debt Trades at 7.3% Off in Secondary Market
---------------------------------------------------------------
Participations in three syndicated loans under which PanAmSat
Corporation is a borrower traded in the secondary market at 92.70
cents-on-the-dollar each during the week ended Friday, Nov. 27,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents decreases of
0.47 percentage points each from the previous week, The Journal
relates.  The loans mature on Jan. 3, 2014.  The Company pays 250
basis points above LIBOR to borrow under each of the three
facilities.  The bank debts are not rated by Moody's and Standard
& Poor's.  The debts are three of the biggest gainers and losers
among 173 widely quoted syndicated loans with five or more bids in
secondary trading in the week ended Nov. 27.

Intelsat Corporation, formerly known as PanAmSat Corporation, is a
global provider of video, corporate, Internet, voice and
government communications services with a fleet of 25 satellites
in-orbit.  The Company provides transponder capacity to customers
on Company-owned and operated satellites, and deliver third-party
entertainment and information to cable television systems,
television broadcasters, direct-to-home, television operators,
Internet service providers, telecommunications companies,
governments and other corporations.  It also provides satellite
services and related technical support for live transmissions for
news and special events coverage.  In addition, the Company
provides satellite services to telecommunications carriers,
corporations and Internet service providers for the provision of
satellite-based communications networks, including private
corporate networks.

Intelsat Ltd.'s balance sheet showed total assets of
$12.05 billion, total debts of $12.77 billion and stockholders'
deficit of $722.3 million as of March 31, 2008.


INTELSAT JACKSON: Bank Debt Trades at 12% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Intelsat Jackson
Holdings is a borrower traded in the secondary market at 88.15
cents-on-the-dollar during the week ended Friday, Nov. 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.47
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 5, 2014.  The Company pays 300 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's BB-rating.  The
debt is one of the biggest gainers and losers among the 173 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 27.

Intelsat Jackson Holdings is an indirect subsidiary of Intelsat
Ltd.  Headquartered in Penbroke, Bermuda, Intelsat is the largest
fixed satellite service operator in the world and is privately
held by financial investors.

As reported by the Troubled Company Reporter on Oct. 16, 2009,
Standard & Poor's assigned its 'B+' issue-level and '2' recovery
ratings to Intelsat Jackson Holdings Ltd.'s proposed $500 million
senior notes due 2019.  The '2' recovery rating indicates
expectations for substantial (70%-90%) recovery in the event of a
payment default.  The proposed notes are also guaranteed by
Intelsat Subsidiary Holding Co. Ltd.  Issue proceeds will be used
to purchase and retire about $400 million of the 11.5%/12.5%
senior paid-in-kind election notes due 2017 that reside at
Intelsat Bermuda Ltd. ($2.4 billion outstanding as of June 30,
2009) and for general corporate purposes.  Ratings are based on
preliminary documentation and are subject to review of final
documents.

In addition, S&P lowered the issue-level ratings on Intelsat Sub
Holdco's unsecured debt to 'B+' from 'BB-'.  This rating action
also applies to the debt at Intelsat Jackson Holdings that is
guaranteed by Sub Holdco.  The downgrade of about $3.7 billion in
debt is due to the increased debt that is guaranteed by Intelsat
Sub Holdco.  S&P revised the recovery rating on these notes to '2'
from '1'.  Also, S&P affirmed the 'B' corporate credit rating on
parent Intelsat Ltd.  The outlook is stable.

The TCR reported on Oct. 16, 2009, that Moody's assigned a B3
rating to Intelsat Jackson Holdings, Ltd.'s new $500 million 10-
year note issue.  The new notes are guaranteed by Intelsat
Jackson's indirect, wholly owned subsidiary, Intelsat Subsidiary
Holding Company, Ltd. and, as they rank equally with existing B3-
rated senior notes issued by Intelsat SubHoldCo (and with senior
notes at Intelsat SubHoldCo's sister company, Intelsat
Corporation), they are rated at the same B3 level.


INT'L CAPITAL ESTATES: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: International Capital Estates, LLC
        170 Ocean Lane Drive, Apt 509
        Key Biscayne, FL 33149

Bankruptcy Case No.: 09-36182

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Paul L. Orshan, Esq.
                  2506 Ponce de Leon Blvd
                  Coral Gables, FL 33134
                  Tel: (305) 529-9380
                  Fax: (305) 402-0777
                  Email: plorshan@orshanpa.com

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

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

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

            http://bankrupt.com/misc/flsb09-36182.pdf

The petition was signed by Javier Muniz, manager of the Company.


ION NETWORKS: Cyrus Fund at Risk of Contract Breach Suit
--------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Cyrus Select
Opportunities Master Fund Ltd. runs the risk of being sued for
damages resulting from breach of an inter-creditor agreement after
it opposed confirmation of the reorganization plan for Ion Media
Networks Inc.

As reported by the TCR on Nov. 26, 2009, U.S. Bankruptcy Judge
James Peck entered a 30-page memorandum decision confirming ION
Media Networks, Inc.'s Chapter 11 plan of reorganization.  Judge
Peck held that Cyrus Select Opportunities Master Fund Ltd.,
the sole remaining objector, lacked standing to object to the Plan
and ruled that Cyrus breached a contract.  Judge Peck pointed out
that Cyrus, an activist distressed investor that purchased certain
deeply discounted second lien debt of ION Media at pennies on the
dollar, has been using aggressive bankruptcy litigation tactics as
a means to gain negotiating leverage and earn outsize returns.

Cyrus had argued the plan gives too much to first-lien lenders,
based on a premise that their claims are secured by Federal
Communications Commission broadcast licenses.  Cyrus said that the
FCC licenses owned by special purpose vehicles within the Debtors'
capital structure represent valuable unencumbered source of
recovery for holders of second lien indebtedness.

However, Judge Peck noted that Cyrus lacked standing to object due
to the explicit restrictions imposed under the prepetition
intercreditor agreement between first lien lenders and second lien
lenders.  Judge Peck also  held that the FCC licenses constitute
purported "collateral" as that term is used in the intercreditor
agreement.

A copy of the Memorandum Decision is available for free at:

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

                        The Chapter 11 Plan

Ion Media Networks's Chapter 11 reorganization plan says first
lien lenders would recover 16.6% of their claims based on the
37.5% of the stock of reorganized Ion that will be distributed to
them.  Holders of DIP facility claims will receive 62.5% of the
new stock.

The Plan is supported by holders of over 70% of Ion Media's first
lien secured debt, who also served as the source of Ion's
$150 million debtor in possession financing facility, as well as
the statutory committee of unsecured creditors appointed in the
chapter 11 cases.  The Plan contemplates a complete extinguishment
of over $2.7 billion in legacy indebtedness and preferred stock
claims.

Cyrus Select Opportunities Master Fund, an affiliate of Cyrus
Capital and an investor in Ion's notes due 2013, had raised
objections to the Plan, specifically with respect to the proposed
recovery provided to the first lien lenders.  Cyrus, a holder of
the second lien debt, argues that the Plan gives too much to
first-lien lenders, based on a premise that their claims are
secured by Federal Communications Commission operating licenses.
Cyrus said that FCC licensees can't legally grant liens on the
licenses and that the issue should be heard in the District Court.
Cyrus has commenced an adversary proceeding against Ion Media
seeking a declaration regarding the validity and enforceability of
any security interests in broadcasting and other licenses,
authorizations, waivers and permits issued by the FCC to certain
subsidiaries of Ion Media.

Ion Media asserts that the first lien lenders -- the majority of
who have provided $150 million of the DIP financing -- hold a
perfected senior security interest in the right to receive
proceeds generated from the sale of the FCC Licenses.  Ion Media
has commenced an adversary proceeding against Cyrus seeking a
declaratory judgment enforcing the terms of a security agreement
and an intercreditor agreement.  According to Ion Media, the
agreements provide that (i) the first priority secured parties'
liens are senior to those of the second priority secured parties,
including Cyrus, and (ii) the second lien lenders are barred from
challenging the validity of the liens of the first lien lenders
and objecting to a reorganization plan.

A copy of the Plan, as modified, is available for free at:

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

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

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

                     About Ion Media Networks

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.


K.B. PARADISE ESTATES: Case Summary & 4 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: K.B. Paradise Estates, LLC
        170 Ocean Lane Drive, Apt 509
        Key Biscayne, FL 33149

Bankruptcy Case No.: 09-36176

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Paul L. Orshan, Esq.
                  2506 Ponce de Leon Blvd
                  Coral Gables, FL 33134
                  Tel: (305) 529-9380
                  Fax: (305) 402-0777
                  Email: plorshan@orshanpa.com

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

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

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

            http://bankrupt.com/misc/flsb09-36176.pdf

The petition was signed by Javier Muniz, manager of the Company.


IPCS INC: Sprint Completes Tender Offer, To Close Merger by Dec. 7
------------------------------------------------------------------
Sprint Nextel Corporation on Friday completed its tender offer for
all outstanding shares of iPCS, Inc. common stock.  The tender
offer expired at midnight EST on Wednesday, November 25, 2009 and
was conducted through a wholly owned subsidiary of Sprint Nextel
named Ireland Acquisition Corporation.

At the expiration of the tender offer, a total of roughly
10.399 million shares of iPCS common stock were validly tendered
and not withdrawn in the tender offer, representing roughly 62.8%
of the outstanding shares of common stock of iPCS as of
November 25, 2009.  In addition, roughly 1.893 million shares were
tendered by notice of guaranteed delivery. All shares that were
validly tendered and not properly withdrawn have been accepted for
payment in accordance with the terms of the tender offer and
applicable law.

In accordance with the merger agreement with iPCS, Sprint, through
Ireland Acquisition Corporation, exercised the "top-up" option
allowing it to increase its share ownership percentage of iPCS
through the purchase of newly-issued shares of iPCS common stock
at $24.00 per share, the same price paid in the tender offer.
Sprint expects to complete the "top-up" on Friday, December 4,
2009.

Once completed, Ireland Acquisition Corporation will own more than
90% of the outstanding shares of iPCS common stock and will effect
a short-form merger with iPCS by no later than Monday, December 7,
2009, without the need for a vote or meeting of iPCS shareholders.
In the merger, Sprint will acquire all iPCS shares not previously
tendered (other than those as to which holders properly exercise
appraisal rights under applicable Delaware law) at the same $24.00
per share price that was paid in the tender offer, net to the
holder in cash, without interest and less any required withholding
taxes.

Following the merger, iPCS will become a wholly-owned subsidiary
of Sprint Nextel, and iPCS shares will cease to be traded on
NASDAQ.

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.


LAS VEGAS SANDS: Venetian Orient Secures US$1.75-Bil. Financing
---------------------------------------------------------------
Las Vegas Sands Corp. says Venetian Orient Limited, an indirect
wholly owned subsidiary of Sands China Ltd., has been seeking
project financing commitments in the aggregate targeted amount of
US$1.75 billion to finance the project costs expected to be
incurred in connection with recommencing the development and
construction of Phases I and II of the integrated resort project
on Parcels 5 and 6 of Sands China Ltd.'s Cotai Strip development
in Macau.  Sands China Ltd. is a subsidiary of the Company which
was formed to hold the Company's Macau operations in connection
with a listing of shares on The Stock Exchange of Hong Kong
Limited, which listing is expected to occur on November 30, 2009
(Hong Kong time).

As of November 27, 2009, VOL has secured aggregate financing
commitments of $1.75 billion for project financing from a group of
commercial banks and financial institutions, which is the amount
that VOL originally targeted to raise and includes $300.0 million
of additional financing commitments from the committed amount of
$1.45 billion.  The project financing to be obtained by VOL will
require Sands China Ltd. to contribute US$500.0 million of
proceeds from the offering of the shares of Sands China Ltd. to
VOL on or prior to the closing of the project financing.  The
proceeds of the project financing, together with the
$500.0 million contribution to VOL, will be used to finance the
total project costs expected to be incurred in connection with the
completion of construction and development of Phases I and II of
the integrated resort project on Parcels 5 and 6.

On November 11, 2009, VOL and Venetian Macau Limited received, for
acceptance, the final draft of the Land Concession Agreement from
the government of the Macau Special Administrative Region of the
People's Republic of China.  Pursuant to the Parcels 5&6 Land
Concession, VOL was awarded a concession by way of a lease to a
portion of the east side of the reclaimed land between the islands
of Taipa and Coloane in Macau, including the site on which VOL is
building an integrated resort in phases.

Phase I of the integrated resort is expected to feature roughly
300,000 square feet of gaming space, two hotel towers with over
3,700 Sheraton, Shangri-La and Traders-branded hotel rooms,
retail, entertainment and dining facilities, MICE space and a
multi-purpose theater.  Phase II is expected to include a 2,300
room Sheraton-branded hotel tower and Phase III is expected to
include a luxury St. Regis-branded hotel and mixed use tower.  On
November 16, 2009, Las Vegas Sands accepted the terms and
conditions of the Parcels 5&6 Land Concession and made an initial
land concession premium payment of 700,000,000 patacas (roughly
$87.51 million).

                           Hong Kong IPO

On November 20, 2009, Sands China Ltd determined the price for the
proposed offering of 1,870,000,000 of its ordinary shares to be
listed on Hong Kong Stock Exchange.  The offering price is
HK$10.38 (roughly US$1.341) per Share, representing net proceeds
of roughly HK$12.575 billion (roughly US$1.622 billion) to Sands
China Ltd. from the sale of 1,270,000,000 new Shares and net
proceeds of roughly HK$5.994 billion (roughly US$773.5 million) to
Venetian Venture Development Intermediate II, a wholly owned
indirect subsidiary of the Company from the sale of 600,000,000
secondary Shares.

On November 2, 2009, Sands China Ltd posted a Web Proof
Information Pack on the Web site of Hong Kong Stock Exchange in
connection with the completion of the listing committee hearing
process for the proposed listing of the shares of Sands China Ltd.
on the Main Board of the SEHK in accordance with the Rules
Governing the Listing of Securities on the Hong Kong Stock
Exchange and other applicable requirements of the SEHK.

On November 9, 2009, Sands China Ltd. posted a revised Web Proof
Information Pack.  The Revised WPIP contains certain information
about the Company's operations in Macau, which will be owned by
Sands China Ltd. following the completion of Sands China Ltd.'s
on-going corporate reorganization.

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

              http://researcharchives.com/t/s?494b

                      About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

At September 30, 2009, the Company's consolidated balance sheets
showed $18.27 billion in total assets, $13.85 billion in total
liabilities, $387.7 million in preferred stock issued to principal
stockholder's family, and $4.03 billion in total equity.

                         *     *     *

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


LEAP WIRELESS: To Offer 3,782,000 Shares at Up To $12.64 Apiece
---------------------------------------------------------------
Leap Wireless International, Inc., filed with the Securities and
Exchange Commission a Form S-3 Registration Statement under the
Securities Act of 1933 to register 3,782,063 shares of Leap Common
Stock at $12.64 proposed maximum offering price per unit, for the
proposed maximum aggregate offering price of $47,805,276.

Leap has filed a prospectus relating to up to 15,537,869 shares of
common stock, par value $0.0001 per share, which may be offered
for sale from time to time by MHR Capital Partners Master Account
LP, MHR Capital Partners (100) LP, MHR Institutional Partners II
LP, and MHR Institutional Partners IIA LP, and MHR Institutional
Partners III LP, as selling securityholders.

The shares of common stock may be sold at fixed prices, prevailing
market prices at the times of sale, prices related to the
prevailing market prices, varying prices determined at the times
of sale or negotiated prices.  The shares of common stock offered
by the prospectus and any prospectus supplement may be offered by
the selling securityholders directly to investors or to or through
underwriters, dealers or other agents.

Leap said it will not receive any of the proceeds from the sale of
the shares of common stock sold by the selling securityholders.
Leap will bear all expenses of the offering of common stock,
except that the selling securityholders will pay any applicable
underwriting fees, discounts or commissions and transfer taxes.

Leap has been informed that, as of November 25, 2009, the selling
securityholders have no current intention to sell the shares being
registered under the prospectus.

Leap common stock is listed for trading on the NASDAQ Global
Select Market under the symbol "LEAP."  On November 25, 2009, the
last reported sale price of Leap common stock on the NASDAQ Global
Select Market was $14.54 per share.

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

                http://ResearchArchives.com/t/s?4ab1

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

                            *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEHMAN BROTHERS: Deutsche Bank Buys $95.3 Million Claim
-------------------------------------------------------
Linda Sandler at Bloomberg News reports that Deutsche Bank AG,
Germany's biggest bank, bought a $95.3 million claim against
bankrupt Lehman Brothers Holdings Inc. from the Commonwealth Bank
of Australia.  The claim, acquired by Deutsche Bank's Hong Kong
branch, includes accrued interest of $79.5 million, according to
the filing.  The price wasn't disclosed.

According to Bloombeg, creditors of Lehman have filed $824 billion
in claims against the collapsed investment bank, and the total
may reach $1 trillion, Chief Executive Officer Bryan Marsal said
Nov. 18.

                       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)


LEVI STRAUSS: Extends Headquarters Lease Until December 2012
------------------------------------------------------------
Levi Strauss & Co. on November 24, 2009, signed a Second Amendment
to Lease with Blue Jeans Equities West, a California general
partnership, Innsbruck LP, a California limited partnership, and
Plaza GB LP, a California limited partnership, to amend the Lease
dated July 31, 1979, as subsequently amended by various documents
including a First Amendment and Memorandum of Understanding (Levi
Strauss Building) dated as of January 1, 1998, for 354,797 square
feet of office space located at Levi's Plaza, 1155 Battery Street,
San Francisco, California.  The Premises will continue to serve as
the Company's corporate headquarters.

The Second Amendment exercises an option to extend the term of the
Lease granted to the Company in the original Lease, extending the
term of the Lease which would have expired on December 31, 2012,
to December 31, 2022.  There are six remaining options to extend
the Term.  Under the terms of the Second Amendment, the total
aggregate base rent for the Premises is roughly $117,000,000,
payable over the extended term.

The Second Amendment also provides for certain relocation,
expansion and rights of first offer, a tenant improvement
allowance and a reallocation of certain maintenance and repair
responsibilities and expenses from Landlord to the Company, as
tenant, among other provisions.

A full-text copy of the Second Amendment to Lease is available at
no charge at http://ResearchArchives.com/t/s?4ab2

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

As of August 30, 2009, the Company had $2,824,062,000 in total
assets against $3,131,022,000 in total liabilities and $1,146,000
in temporary equity, resulting in $308,106,000 in stockholders'
deficit.  As of August 30, 2009, the Company had cash and cash
equivalents totaling roughly $171.7 million, resulting in a net
liquidity position (unused availability and cash and cash
equivalents) of $386.1 million.

                           *     *     *

As reported by the Troubled Company Reporter on April 29, 2009,
Moody's Investors Service affirmed Levi Strauss' Corporate Family
and Probability of Default ratings at B1 and also continued its
positive outlook on the company's ratings.  Levi Strauss continues
to carry Fitch Ratings' 'BB-' Issuer Default Rating.


LEXINGTON PRECISION: Posts $1.9 Million Net Loss in September
-------------------------------------------------------------
Lexington Precision Corp. reported a net loss of $1.9 million on
net sales of $16.6 million for the three months ended
September 30, 2009, compared with a net loss of $3.2 million on
net sales of $17.9 million in the same period of 2008.

Net sales for the third quarter of 2009 declined by $1.2 million,
or 6.8%, compared to the third quarter of 2008.  The decrease in
net sales was primarily the result of a $1.1 million, or 17.7%,
decrease in net sales of automotive components, primarily
connector seals for automotive wiring systems, used by original
equipment manufacturers, as a result of the significant reduction
in automotive production levels, and a $947,000, or 22.0%,
reduction in the sales of medical components, offset, in part, by
a $1.2 million increase, or 17.3%, in sales of automotive
components for use in the automotive aftermarket.

Reorganization items, net expense was $1.1 million for the third
quarter of 2009, compared with $1.6 million for the same period of
2008.

Earnings before interest, taxes, depreciation, and amortization
("EBITDA") for the third quarter of 2009 was $2.3 million, or
13.7% of net sales, compared to EBITDA of $1.7 million, or 9.5% of
net sales, for the third quarter of 2008.  The change in EBITDA
reflected a $327,000 increase in EBITDA at the Rubber Group, a
$255,000 increase in EBITDA at the Metals Group, and a $8,000
increase in EBITDA at the Corporate Office.  EBITDA, a non-GAAP
measure, as used by the Company, does not include reorganization
items, which are classified as a non-operating expense.

Net cash provided by operating activities during the third quarter
of 2009 totaled $25,000, compared to net cash used by operating
activities of $537,000 for the third quarter of 2008.

                          Balance Sheet

At Seotenber 30, 2009, the Company's consolidated balance sheets
showed $48.4 million in total assets and $103.2 million in total
liabilities, resulting in a $54.8 million shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $22.8 million in total current
assets available to pay $44.6 million in total current
liabilities.

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

                    About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- and its wholly-owned
subsidiary Lexington Rubber Group, Inc. conduct their operations
through two operating groups, the Rubber Group and the Metals
Group.  The business of the Rubber Group is conducted by LRGI
while the business of the Metals Group is conducted by LPC.

The Rubber Group is a manufacturer of tight-tolerance, molder
rubber componets that are sold to customers who supply the
automotive aftermarket, to customers who supply the automotive
original-equipment manufacturers ("OEMs"), and to manufacturers of
medical devices.  The Metals Group manufactures a variety of high-
volume components that are machined from aluminum, brass, steel,
and stainless steel bars and blanks.  The components produced by
the Metals Group include airbag inflator components, solenoids for
transmissions, fluid handling couplings, hydraulic valve blocks,
power steering components, and wiper-system components, primarily
for use by the automotive OEMs.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  As reported in the Troubled Company
Reporter on November 4, 2009, the Debtors filed their third
amended joint plan of reorganization under Chapter 11 of the
Bankruptcy Code and an explanatory disclosure statement.  Before
this third amended plan, it was amended twice, on August 8, 2008,
and then on December 17, 2008.


LIFE SCIENCES: NYSE Arca to Delist Common Stock on December 7
-------------------------------------------------------------
NYSE Arca, Inc., notified the Securities and Exchange Commission
of its intention to remove the entire class of the Voting Common
Stock, $0.01 par value per share, of Life Sciences Research, Inc.,
from listing and registration on the Exchange at the opening of
business on December 7, 2009, pursuant to the provisions of Rule
12d2-2 (a)(3) .

On November 23, 2009, shareholders of the Company's Voting Common
Stock approved the merger agreement by and among the Company, Lion
Holdings, Inc., and Lion Merger Corp.  Pursuant to the merger
agreement, each share of the Company's Voting Common Stock was
converted into the right to receive $8.50 in cash, without
interest and less any applicable withholding taxes.   The merger
became effective at on November 24, 2009.

As a result, the Voting Common Stock of Life Sciences Research was
suspended from trading on NYSE Arca prior to the opening on
November 25, 2009.

                   About Life Sciences Research

Based in East Millstone, New Jersey, Life Sciences Research, Inc.
(NYSE Arca: LSR) is a global contract research organization
providing product development services to the pharmaceutical,
agrochemical and biotechnology industries.  LSR operates research
facilities in the United States (the Princeton Research Center,
New Jersey) and the United Kingdom (Huntingdon and Eye, England).

Life Sciences Research had total assets of $186,983,000 as of
September 30, 2009, against total liabilities of $191,893,000,
resulting in $4,910,000 in stockholder's deficit.  The September
30 balance sheet showed strained liquidity: The Company had
$69,956,000 in total current assets against $75,128,000 in total
current liabilities.


MAASEN REALTY INVESTMENTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Maasen Realty Investments, L.L.C.
        13825 N. Northsight Blvd., Suite 201
        Scottsdale, AZ 85260

Bankruptcy Case No.: 09-30468

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  Aiken Schenk Hawkins & Ricciardi Pc
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  Email: dlh@ashrlaw.com

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

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

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

The petition was signed by Scott A. Maasen, manager of the
Company.


MERCER INT'L: Holders Swap $43.2MM Notes Due 2010 for 2012 Notes
----------------------------------------------------------------
Mercer International Inc. on November 25, 2009, said it has
entered into exchange agreements with certain holders of its 8.5%
Convertible Senior Subordinated Notes due October 2010.  Pursuant
to the terms of the Exchange Agreements, the Holders will exchange
an aggregate of $43,250,000 principal amount of the Old Notes held
by the Holders in exchange for an amount of the Company's new 8.5%
Convertible Senior Subordinated Notes due January 2012 equal to
the principal amount of the Exchange Notes plus accrued and unpaid
interest thereon to the closing of the Exchange.

Specifically, Mercer entered into Exchange Agreements with IAT
Reinsurance Co. Ltd.; Alden Global Distressed Opportunities Fund,
L.P. and Turnpike Ltd.; and Greenlight Capital Qualified, LP,
Greenlight Capital, LP and Greenlight Capital Offshore Partners.

IAT Reinsurance, a Bermuda corporation, owns $15,750,000 in
principal amount of the Company's 8.5% Convertible Senior
Subordinated Notes due October 15, 2010.

Alden Global Distressed Opportunities Fund, L.P., a Delaware
limited partnership and Turnpike Ltd., a Cayman Islands limited
company, own $13,338,000 and $662,000, respectively, in principal
amount of the Company's 8.5% Notes.

Greenlight Capital Qualified, LP, Greenlight Capital, LP and
Greenlight Capital Offshore Partners, own $5,504,649, $904,066 and
$7,091,285, respectively, in principal amount of the 8.5% Notes.

The Exchange is subject to certain conditions including NASDAQ
approval and effectiveness of the Company's Application for
Qualification on Form T-3 filed with the Securities and Exchange
Commission on November 25, 2009.  The New Notes will be issued
under an indenture to be entered into between the Company and
Wells Fargo Bank, National Association, as trustee.  According to
the Form T-3, the Company may issue up to $72,500,000 aggregate
principal amount of its new 8.5% Convertible Senior Subordinated
Notes due 2012.

The New Notes will bear interest at the annual rate of 8.5%,
accruing from the closing date of the Exchange.  The Company will
pay interest on the New Notes on January 15 and July 15 of each
year, beginning July 15, 2010.  The New Notes will mature on
January 15, 2012.

The New Notes will be convertible, at the option of the holders of
the New Notes, unless previously redeemed or repurchased, at any
time until the close of business on the last business day prior to
maturity.  The New Notes are convertible into shares of the
Company's common stock at a conversion price of $3.30 per share,
(equal to a conversion rate of approximately 303 shares per $1,000
principal amount of New Notes), subject to certain adjustments.
The New Notes will be redeemable by the Company on or after
July 15, 2011, at the Company's option in whole, or in part, at a
redemption price equal to 100% of the principal amount thereof
plus accrued and unpaid interest up to, but not including, the
date of redemption.  Holders of the New Notes will have the right
to require the Company to purchase all or any part of the New
Notes, 30 business days after the occurrence of a change in
control in the Company at a purchase price equal to the principal
amount thereof plus accrued and unpaid interest to the date of
purchase.

Jimmy S.H. Lee, President and Chairman, stated: "We are pleased to
exchange a significant amount of our outstanding convertible notes
for new convertible notes with a longer maturity. We believe this
will enhance our liquidity in the short and medium term and better
position us to realize upon improving pulp markets and prices."

A full-text copy of the Form T-3 is available at no charge at:

               http://ResearchArchives.com/t/s?4ab3

A full-text copy of the form of Indenture is available at no
charge at http://ResearchArchives.com/t/s?4ab4

A full-text copy of the Exchange Agreement between Mercer
International Inc. and IAT Reinsurance Co. Ltd., is available at
no charge at http://ResearchArchives.com/t/s?4ab5

A full-text copy of the Exchange Agreement among Mercer
International Inc., Alden Global Distressed Opportunities Fund,
L.P. and Turnpike Ltd., is available at no charge at:

               http://ResearchArchives.com/t/s?4ab6

A full-text copy of the Exchange Agreement among Mercer
International Inc., Greenlight Capital Qualified, LP, Greenlight
Capital, LP and Greenlight Capital Offshore Partners, is available
at no charge at http://ResearchArchives.com/t/s?4ab7

                   About Mercer International

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.  At September 30, 2009, Mercer had
EUR1,085,649,000 in total assets against EUR1,005,232,000 in total
liabilities.

As reported by the Troubled Company Reporter on September 29,
2009, Standard & Poor's Ratings Services affirmed its 'CC'
corporate credit and senior unsecured ratings on Mercer
International.  The outlook is negative.


MERIDIAN RESOURCE: Lenders Extend Forbearance to November 30
------------------------------------------------------------
The Meridian Resource Corporation and certain of its subsidiaries
entered into the First Amendment to Forbearance and Amendment
Agreement, dated September 30, 2009, and the Second Amendment to
Forbearance and Amendment Agreement, dated October 2, 2009, each
of which amend the Forbearance and Amendment Agreement with Fortis
Capital Corp., as administrative agent, and the other lenders and
agents party to the Company's Amended and Restated Credit
Agreement, dated as of December 23, 2004, as amended by the First
Amendment to Credit Agreement dated as of February 25, 2008, and
further amended by the Second Amendment to Credit Agreement dated
as of December 19, 2008.

The First Forbearance Amendment extended from September 30, 2009,
to October 2, 2009, and the Second Forbearance Amendment further
extended to October 7, 2009, the date by which the Fortis
Forbearance Agreement will terminate if, by such date, Meridian
has not entered into a Transaction Agreement.  Subsequently, the
Lenders agreed to extend the date of termination to October 14,
2009, and on that date agreed to further extend the date of
termination to October 16, 2009.  Subsequently, the Lenders agreed
to further extend the date of termination to October 20, 2009.

On October 20, 2009, the Company and certain of its subsidiaries
entered into the Third Amendment to Forbearance and Amendment
Agreement, which extended to November 15, 2009, the date by which
the Fortis Forbearance Agreement would terminate if, by the date,
Meridian had not entered into a Transaction Agreement.  Under the
Third Forbearance Amendment, Meridian was also required to pay to
the Lenders on November 15 an amendment fee of 0.25% of the
aggregate outstanding borrowings under the Amended and Restated
Credit Agreement.

On November 13, 2009, the Company and certain of its subsidiaries
entered into the Fourth Amendment to Forbearance and Amendment
Agreement, which extended to November 23, 2009, the date by which
the Fortis Forbearance Agreement would terminate if, by such date,
Meridian had not entered into a Transaction Agreement.

On November 20, 2009, the Company and certain of its subsidiaries
entered into the Fifth Amendment to Forbearance and Amendment
Agreement, which extends to November 30, the date by which the
Fortis Forbearance Agreement will terminate if, by that date,
Meridian has not entered into a Transaction Agreement.

The Fortis Forbearance Agreement will terminate if, by such date,
Meridian has not entered into (a) a merger agreement pursuant to
which Meridian will merge with or into or be acquired by or
transfer all or substantially all of its assets to another person;
(b) a capital infusion agreement pursuant to which one or more
persons will contribute subordinated debt or equity capital to
Meridian in an amount sufficient to enable Meridian to pay to the
Lenders an amount equal to 100% of its borrowing base deficiency;
or (c) a purchase and sale agreement pursuant to which Meridian
agrees to sell one or more oil and gas properties for net proceeds
sufficient to enable Meridian to pay to the Lenders an amount
equal to 100% of its borrowing base deficiency, plus any
incremental borrowing base deficiency resulting from the sales.

Concurrently with the execution of the Fortis Forbearance
Agreement, Meridian entered into (a) a Forbearance Agreement with
Fortis Capital Corp. and Fortis Energy Marketing & Trading GP, (b)
a Forbearance and Amendment Agreement with The CIT Group/Equipment
Financing, Inc., and (c) a Forbearance and Amendment Agreement
with Orion Drilling Company, LLC.  The termination of the
forbearance period under the Fortis Forbearance Agreement will
also result in the termination of the forbearance periods under
each of the Hedge Forbearance Agreement, the CIT Forbearance
Agreement and the Orion Forbearance Agreement.

"We cannot give any assurance that, on or before the November 30,
2009 expiration of the forbearance periods, we will be able to
enter into a Transaction Agreement or that we will otherwise be
able to satisfy our obligations under the agreements to which the
forbearance agreements relate, nor can we give any assurance that
our Lenders will grant us any further extensions under the Fortis
Forbearance Agreement," Meridian said.

In August 2009, the Company did not have sufficient cash available
to repay the deficiency and, consequently, failed to pay the
amount when due and went into default under the credit facility
for that failure.  Meridian negotiated a forbearance agreement
with its bank group which was signed on September 3, 2009
regarding the deficiency and default.  The forbearance agreement
has been extended for several times, the purpose of which is to
allow Meridian more time to execute potential solutions for the
deficiency per the requirements.

                      About Meridian Resource

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.

At September 30, 2009, the Company had $190,339,000 in total
assets, including $18,090,000 in total current assets, against
$120,634,000 in total current liabilities and $17,736,000 in asset
retirement obligations.

The Company noted that its default under the debt agreements,
which has been mitigated in the short term by certain forbearance
agreements, negatively impacts future cash flow and the Company's
access to credit or other forms of capital.  There is substantial
doubt as to the Company's ability to continue as a going concern
for a period longer than the next 12 months, the Company said.
It added that it might have to seek protection under federal
bankruptcy laws if it is unable to comply with the forbearance
agreements or if those agreements expire.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 37.33% Off
---------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 62.67
cents-on-the-dollar during the week ended Friday, Nov. 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.13
percentage points from the previous week, The Journal relates.
The loan matures April 8, 2012.  The Company pays 275 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among the 173 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Nov. 27.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said on May 22, that Metro-Goldwyn-
Mayer hired Moelis & Co. to help refinance $3.7 billion debt and
was in talks with a steering committee of 140 creditors led by
JPMorgan Chase & Co. as part of the process.  Sue Zeidler at
Reuters said the studio "was exploring options for optimizing its
capital structure and has begun talks with a steering committee of
its lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth
$2 billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


NORTEL NETWORKS: 'Nortel Bill' Would Protect Workers, Pensioners
----------------------------------------------------------------
Canada's CBC News reports that a private member's bill proposed by
a New Democrat MP could help protect employees and pensioners in
the wake of a corporate collapse.  According to the report, Wayne
Marston, a Hamilton, Ontario-area MP, tabled the "Nortel bill" in
early November to change the federal Bankruptcy and Insolvency Act
so that former workers and pensioners would become preferred
creditors in situations of corporate bankruptcy.

CBC News notes that currently, former workers -- like those who
were with Nortel Networks Corp. -- are considered unsecured
creditors and are at the back of the line to receive payouts from
bankruptcy proceedings.

Nortel Networks has been selling off its units since falling under
bankruptcy protection in January.  Laid-off and retired Nortel
employees are having to fight the company in court for their
severance packages, pensions and disability payments, and a recent
court ruling suggests there is no guarantee they will be paid.

                       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)


OFFICE SOURCE: To Sell Assets to United Stationers
--------------------------------------------------
Office Source Inc. filed a Chapter 11 petition with a contract
already signed to sell the business to United Stationers Co., Bill
Rochelle at Bloomberg News reported.

United Stationers is offering to pay 50% of the cost of inventory
plus $75,000 for equipment.  There will be an auction and
opportunity for higher bids. The contract with United requires
completion of the sale in December.

According to Bloomberg, Broomfield, Colorado-based Office Source
needs a quick sale because it says money will run out in January.

PNC Business Credit, the secured lender owed $10.6 million, will
supply $1.5 million in financing for the Chapter 11 exercise. The
lender is consenting to the sale.

OfficeSource Inc. is a national wholesale distributor of office
furniture.  The company filed for Chapter 11 bankruptcy protection
on November 20, 2009 (Bankr. D. Colo. Case No. 09-34901). The
petition says assets are $20.3 million with debt totaling
$26.3 million, including $16.9 million owed to secured creditors.


OPTI CANADA: Closes Issuance of US$425-Mil. of 9% First Lien Notes
------------------------------------------------------------------
OPTI Canada Inc. on November 20 said it has completed the issuance
of US$425 million face value of 9.0% First Lien Senior Secured
Notes due December 15, 2012, at a price of 97.0%, resulting in a
yield to maturity of roughly 10.2%.

Using the November 20, 2009, Bank of Canada noon exchange rate of
US$0.935 equals C$1.00, the net proceeds to OPTI from the sale of
the Notes will be roughly C$428 million, after deducting certain
fees and expenses related to the transaction.  The purpose of the
private offering is to establish sufficient liquidity through the
ramp-up period of the Long Lake Project and flexibility for the
company to proceed with its review of strategic alternatives.  A
portion of the net proceeds have been used to repay OPTI's
existing revolving credit facility.  The remainder of the proceeds
will be used to fund the Long Lake Project and for general
corporate purposes.

The Note issuance was led by Credit Suisse Securities (USA) LLC as
Sole Book-Running Manager, TD Securities (USA) LLC and Scotia
Capital (USA) Inc. as joint lead managers, and RBC Capital Markets
Corporation and HSBC Securities (USA) Inc. as co-managers.

OPTI also has completed the amendments with respect to its
revolving credit facility.  The amended facility is now
$190 million and no longer contains the financial covenant based
upon a ratio of indebtedness to earnings before interest, tax,
depreciation and amortization (EBITDA).

                   Foreign Exchange Hedge Update

OPTI currently has US$875 million of foreign exchange forwards as
protection against a decline in the value of the Canadian dollar
on a portion of its U.S. dollar-denominated debt. In conjunction
with the proposed financing plan, OPTI has completed the extension
of notional US$545 million of its foreign exchange forwards to
December 31, 2010 at a rate of roughly CDN$1.18 to US$1.00.
OPTI's remaining US$330 million forwards have a current settlement
date of April 2010 and a rate of roughly CDN$1.17 to US$1.00,
although these may be extended by the Company at a later date.

                            ABOUT OPTI

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  The first project, Phase 1 of
Long Lake, consists of 72,000 barrels per day of SAGD (steam
assisted gravity drainage) oil production integrated with an
upgrading facility.  The upgrader uses the OrCrude(TM) process
combined with commercially available hydrocracking and
gasification.  Through gasification, this configuration
substantially reduces the exposure to and the need to purchase
natural gas.  On a 100% basis, the Project is expected to produce
58,500 bbl/d of products, primarily 39 degree API Premium Sweet
Crude with low sulphur content, making it a highly desirable
refinery feedstock.  Due to its premium characteristics, the
Company expects PSC(TM) to sell at a price similar to West Texas
Intermediate (WTI) crude oil.  The Long Lake Project is being
operated in a joint venture with Nexen Inc.  OPTI holds a 35%
working interest in the joint venture. OPTI's common shares trade
on the Toronto Stock Exchange under the symbol OPC.

                            *     *     *

As reported by the Troubled Company Reporter on November 18, 2009,
Moody's Investors Service lowered OPTI Canada's Caa1 Corporate
Family Rating to Caa2, and Caa1 $1.75 billion second lien notes
rating to Caa3.  Moody's also assigned a B1 rating to OPTI's
proposed C$150 million secured revolver and a B2 rating to its
proposed secured notes issue.  The rating outlook remains
negative.  The ratings on the existing C$350 million revolver will
be withdrawn when the new C$150 million revolver closes.

The TCR also said November 18, 2009, Standard & Poor's Ratings
Services assigned its 'B+' debt rating to OPTI Canada Inc.'s
proposed US$425 million senior secured notes due 2012, and its
C$150 million secured revolving credit facility.  (The closing of
the new credit facility is subject to the notes' sale.) S&P will
withdraw the ratings on OPTI's existing C$350 million credit
facility when the proposed credit facility closes.  S&P also
assigned a '1' recovery rating to the notes and credit facility,
indicating S&P's expectations of very high (90%-100%) recovery in
the event of a default.  S&P views the sale of the proposed notes
as neutral to OPTI's credit profile.


OSI RESTAURANT: Bank Debt Trades at 19.35% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
80.65 cents-on-the-dollar during the week ended Friday, Nov. 27,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.69 percentage points from the previous week, The Journal
relates.  The loan matures May 9, 2014.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B+ rating.
The debt is one of the biggest gainers and losers among the 173
widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 27.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
chairman Chris Sullivan took the company private in 2007.

As reported by the Troubled Company Reporter on Feb. 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.


PARADISE VALLEY MEDICAL: Case Summary & Unsecured Creditor
----------------------------------------------------------
Debtor: Paradise Valley Medical Properties, LLC
        4550 E Bell Rd, #170
        Phoenix, AZ 85032

Bankruptcy Case No.: 09-30509

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtor's Counsel: Stanford E. Lerch, Esq.
                  Lerch & Deprima PLC
                  4000 N Scottsdale Rd, Ste 107
                  Scottsdale, AZ 85251
                  Tel: (480) 212-0700
                  Fax: (480) 212-0705
                  Email: slerch@ldlawaz.com

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

Estimated Debts: $0 to $50,000

The Debtor identified Wells Fargo Bank, N.A. with a bank loan
claim for $926,958 as its largest unsecured creditor. A full-text
copy of the Debtor's petition, including a list of its largest
unsecured creditor, is available for free at:

             http://bankrupt.com/misc/azb09-30509.pdf

The petition was signed by John D. Marshall.


PENN TRAFFIC: Gets Court OK to Hire Donlin Recano as Claims Agent
-----------------------------------------------------------------
The Penn Traffic Company, et al., sought and obtained the
permission of the Hon. Peter J. Walsh of the U.S. Bankruptcy Court
for the District of Delaware to employ Donlin, Recano & Company,
Inc., as claims, noticing, and balloting agent.

Donlin Recano will, among other things:

     (a) prepare and serve required notices in the Debtors'
         Chapter 11 cases;

     (b) provide claims recordation service and maintain the
         official claims register;

     (c) provide balloting and solicitation services, including
         preparing ballots, producing personalized ballots and
         tabulating creditor ballots on a daily basis; and

     (d) provide assistance with, among other things, certain data
         processing and ministerial administrative functions,
         including, but not limited to functions related to: (a)
         the Debtors' schedules, statements of financial affairs
         and master creditor lists, and any amendments; and (b)
         the processing and reconciliation of claims.

Donlin Recano will be compensated based on the terms and
conditions set forth in its agreement with the Debtors.  A copy of
the agreement is available for free at:

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

Louise A. Recano, the chief executive officer of Donlin Recano,
assures the Court that the firm doesn't have interests adverse to
the interest of the Debtors' estates or of any class of creditors
and equity security holders.  Mr. Recano maintains that Donlin
Recano 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.


PETCO ANIMAL: Bank Debt Trades at 6.21% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which PETCO Animal
Supplies Stores, Inc., is a borrower traded in the secondary
market at 93.79 cents-on-the-dollar during the week ended Friday,
Nov. 27, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.50 percentage points from the previous week, The Journal
relates.  The loan matures on Sept. 26, 2013.  The Company pays
200 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
the 173 widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 27.

The Troubled Company Reporter said on June 29, 2009, that Moody's
affirmed PETCO Animal Supplies Stores, Inc.'s Corporate Family
Rating at B2; Probability of Default Rating at B2; $686 million
senior secured term loan due 2013 at B1 (LGD 3, 33%), and changed
the outlook to stable from negative.

PETCO Animal Supplies, Inc., headquartered in San Diego,
California, is a specialty retailer of premium supplies, food and
services for household pets.  The Company operates about 1,000
stores in all 50 U.S. states.  Revenues were about $2.6 billion
for the last twelve months ending May 2, 2009.


RANCHER ENERGY: Posts $1.9 Million Net Loss in September
--------------------------------------------------------
Rancher Energy Corp. reported a net loss of $1.9 million for the
three months ended September 30, 2009, compared with a net loss of
$7.3 million for the same period of 2008.

Results for the second quarter of 2008 included an impairment
expense of $6.8 million representing the excess of the carrying
value over the estimated realizable value of the Company's
unproved properties.  The Company recorded no impairment of
unproved properties in the three months ended September 30, 2009.

For the three months ended September 30, 2009, the Company
recorded crude oil sales of $831,579 on 13,858 barrels of oil at
an average price of $60.01,  as compared to revenues of
$2.0 million on 18,179 barrels of oil at an average price of
$109.79 per barrel in 2008.  The year-to-year variance reflects a
volume variance of $474,409 and a price variance of $689,912.  The
decreased volume in 2009 reflects the loss of several producing
wells due to mechanical problems in late 2008 and early 2009,
coupled with routine production decline from year to year.

In connection with short term debt financing entered into in
October 2007, the Company entered into a crude oil derivative
contract with an unrelated  counterparty to set a price floor of
$63 per barrel for 75% of the Company's estimated crude oil
production for the next two years,  and a price ceiling of
$83.50 for 45% of the same level of production.  During the three
months ended September 30, 2009, the Company recorded total losses
on the derivative activities of $34,364 compared to derivative
gains of $1.3 million in 2008.  The 2009 losses were comprised of
$3,266 of realized gains and $37,629 of unrealized losses,
compared to $299,428 of realized losses and $1.6 million of
unrealized gains for the comparable 2008 quarter.

On October 28, 2009, the Company filed a voluntary petition for
relief in the United States Bankruptcy Court, District of Colorado
under Chapter 11 of the U.S. Bankruptcy Code.  The Company is
currently seeking to obtain debtor-in-possession financing from a
number of sources and is developing its restructuring plans should
such financing be successful.

                          Balance Sheet

At September 30, 2009, the Company's balance sheets showed
$32.4 million in total assets, $12.6 million in total liabilities,
and $19.8 million in total shareholders' equity.

The Company's balance sheets at September 30, 2009, also showed
strained liquidity with $553,631 in total current assets available
to pay $11.3 million in total current liabilities.

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

                      About Rancher Energy

Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka
Metalix, Inc., develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The Company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


RAUL BANDA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Raul Banda
        802 Long Branch Drive
        Henderson, NV 89014

Bankruptcy Case No.: 09-32411

Chapter 11 Petition Date: November 25, 2009

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

Debtor's Counsel: Charles T. Wright, Esq.
                  Piet & Wright
                  3130 S. Rainbow Blvd., Ste. 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  Email: todd.wright@pietwright.com

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

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

According to the schedules, the Company has assets of $1,913,250
and total debts of $4,510,264.

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

             http://bankrupt.com/misc/nvb09-32411.pdf

The petition was signed by Mr. Banda.


RASBERRY TRANSPORTATOIN: Case Summary & Unsecured Creditors
-----------------------------------------------------------
Debtor: Rasberry Transportation, Inc.
        3361 East Highway 175
        Kaufman, TX 75142

Bankruptcy Case No.: 09-38032

Chapter 11 Petition Date: November 25, 2009

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

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

According to the schedules, the Company has assets of $1,034,155
and total debts of $1,760,236.

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

            http://bankrupt.com/misc/txnb09-38032.pdf

The petition was signed by Jimmy Rasberry, owner and president of
the Company.


REAL MEX: Delays Effective Date of Registration Statement
---------------------------------------------------------
Real Mex Restaurants, Inc., filed with the Securities and Exchange
Commission Amendment No. 1 to Form S-1 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 to delay its effective date.

Pursuant to the registration statement and accompanying
prospectus, the Company seeks to offer $13,000,000 aggregate
principal amount of 14% senior secured notes due January 1, 2013,
which were originally issued July 7, 2009, in an offering of
$130,000,000 aggregate principal of 14% senior secured notes due
January 1, 2013, exempt from the registration requirements of the
Securities Act of 1933, as amended.

The old notes, excluding the notes offered pursuant to the
prospectus, were subject to an exchange offer which commenced on
October 8, 2009, pursuant to which certain holders of the old
notes have the right to exchange the old notes for the Company's
registered 14% senior notes due January 1, 2013, with
substantially identical terms.  The exchange offer terminated on
November 13, 2009.

The Company said selling securityholders exchanged their old notes
for new notes in a private exchange.  The selling securityholders
may use the prospectus to resell from time to time any or all of
their private notes and related guarantees.  The selling
securityholders may offer all, some or none of the private notes
pursuant to the prospectus.  The Company will not receive any
proceeds from the resale by the selling securityholders of the
private notes and related guarantees.

The Company pays interest on the notes on July 1 and January of
each year beginning on January 1, 2010.  Interest accrues at a
rate of 14% per annum.  The notes mature on January 1, 2013.  On
or after July 1, 2011, the Company has the option to redeem all or
part of the notes at 100% of the notes' principal amount, plus
accrued and unpaid interest up to the date of redemption.

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

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

                    About Real Mex Restaurants

Real Mex Restaurants, Inc., owns and operates restaurants,
primarily under the names El Torito(R), Acapulco Mexican
Restaurant Y Cantina(R) and Chevys Fresh Mex(R).  At December 28,
2008, the Company, primarily through its major subsidiaries (El
Torito Restaurants, Inc., Chevys Restaurants LLC and Acapulco
Restaurants, Inc.), owned and operated 190 restaurants, of which
157 were in California and the remainder in 12 other states.  The
Company's other major subsidiary, Real Mex Foods, Inc., provides
internal production, purchasing and distribution services for the
restaurant operations and manufactures specialty products for
sales to outside customers.

The Company's Senior Secured Notes and senior unsecured credit
facility each mature in 2010 and the Company will require
additional financing to meet this obligation.  The Company is
currently evaluating its options to raise the necessary funds.  No
assurance can be given that the Company will be able to refinance
any of its indebtedness on commercially reasonable terms or at
all.

                           *     *     *

As reported by the Troubled Company Reporter on July 15, 2009,
Moody's Investors Service upgraded Real Mex Restaurant's
Speculative Grade Liquidity rating to SGL-3 from SGL-4,
recognizing its improved liquidity as a result of the recently
completed refinancing.  Moody's also revised the rating on the
company's newly issued $130 million 14% 2nd lien senior secured
notes due 2012 to B3 from the initial provisional rating of (P)B3,
upon closing of the transaction.  Proceeds from the issuance were
mainly used to refinance the 10% 2nd lien senior secured notes due
April 1, 2010.  The Caa2 Corporate Family Rating remains
unchanged, while the rating outlook is revised to stable from
developing.

The TCR said July 8, 2009, Standard & Poor's Ratings Services
affirmed the ratings on Real Mex Restaurants, including its 'B-'
corporate credit rating.  This action comes after the company
priced $130 million of the senior secured notes at a 17.98% yield
with a 14% coupon and 90% original issue discount.


REAL MEX: Posts $13,446,000 Net Loss for September 27 Quarter
-------------------------------------------------------------
Real Mex Restaurants, Inc., reported a net loss of $13,446,000 for
the three months ended September 27, 2009, from a net loss of
$1,080,000 for the three months ended September 28, 2008.  Real
Mex Restaurants reported a net loss of $26,529,000 for the nine
months ended September 27, 2009, from a net loss of $35,121,000
for the nine months ended September 28, 2008.

Total revenues for the three months ended September 27, 2009, were
$124,211,000 compared to $137,461,000 for the three months ended
September 28, 2008.  Total revenues for the nine months ended
September 27, 2009, were $388,628,000 compared to $427,566,000 for
the nine months ended September 28, 2008.

As of September 27, 2009, the Company had total assets of
$274,756,000 against total liabilities of $249,428,000.  The
September 27 balance sheet showed strained liquidity: The Company
had total current assets of $31,978,000 against total current
liabilities of $62,565,000.

"Our principal liquidity requirements are to service our debt and
meet our capital expenditure and working capital needs.  Our
indebtedness at September 27, 2009, including obligations under
capital leases and unamortized debt discount, was $146.5 million,
and we had $14.0 million of revolving credit availability under
our $15.0 million Senior Secured Revolving Credit Facility.  In
July 2009, we refinanced our Notes, amended the credit agreement
relating to our Senior Secured Revolving Credit Facilities and
amended and restated the credit agreement relating to our Senior
Unsecured Credit Facility," the Company said.

The Company noted its "ability to make principal and interest
payments and to fund planned capital expenditures will depend on
our ability to generate cash in the future, which, to a certain
extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our
control.  Based on our current level of operations, we believe our
cash flow from operations, available cash and available borrowings
under our Senior Secured Revolving Credit Facility will be
adequate to meet our liquidity needs for the near future.  We
cannot assure you, however, that our business will generate
sufficient cash flow from operations or that future borrowings
will be available to us under our Senior Secured Revolving Credit
Facility in an amount sufficient to enable us to service our
indebtedness or to fund our other liquidity needs.  If we
consummate an acquisition, our debt service requirements could
increase.  We may need to refinance all or a portion of our
indebtedness on or before maturity.  We cannot assure you that we
will be able to refinance any of our indebtedness on commercially
reasonable terms or at all."

"We presently have, in the past have had, and in the future are
likely to have, negative working capital balances. The working
capital deficit principally is the result of accounts payable and
accrued liabilities being more than current asset levels.  The
largest components of our accrued liabilities include reserves for
our self-insured workers' compensation and general liability
insurance, accrued payroll and related employee benefits costs and
gift card liabilities.  We do not have significant receivables and
we receive trade credit based upon negotiated terms in purchasing
food and supplies.  Funds available from cash sales not needed
immediately to pay for food and supplies or to finance receivables
or inventories typically have been used for capital expenditures
and/or debt service payments under our existing indebtedness," the
Company said.

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

                    About Real Mex Restaurants

Real Mex Restaurants, Inc., owns and operates restaurants,
primarily under the names El Torito(R), Acapulco Mexican
Restaurant Y Cantina(R) and Chevys Fresh Mex(R).  At December 28,
2008, the Company, primarily through its major subsidiaries (El
Torito Restaurants, Inc., Chevys Restaurants LLC and Acapulco
Restaurants, Inc.), owned and operated 190 restaurants, of which
157 were in California and the remainder in 12 other states.  The
Company's other major subsidiary, Real Mex Foods, Inc., provides
internal production, purchasing and distribution services for the
restaurant operations and manufactures specialty products for
sales to outside customers.

The Company's Senior Secured Notes and senior unsecured credit
facility each mature in 2010 and the Company will require
additional financing to meet this obligation.  The Company is
currently evaluating its options to raise the necessary funds.  No
assurance can be given that the Company will be able to refinance
any of its indebtedness on commercially reasonable terms or at
all.

                           *     *     *

As reported by the Troubled Company Reporter on July 15, 2009,
Moody's Investors Service upgraded Real Mex Restaurant's
Speculative Grade Liquidity rating to SGL-3 from SGL-4,
recognizing its improved liquidity as a result of the recently
completed refinancing.  Moody's also revised the rating on the
company's newly issued $130 million 14% 2nd lien senior secured
notes due 2012 to B3 from the initial provisional rating of (P)B3,
upon closing of the transaction.  Proceeds from the issuance were
mainly used to refinance the 10% 2nd lien senior secured notes due
April 1, 2010.  The Caa2 Corporate Family Rating remains
unchanged, while the rating outlook is revised to stable from
developing.

The TCR said July 8, 2009, Standard & Poor's Ratings Services
affirmed the ratings on Real Mex Restaurants, including its 'B-'
corporate credit rating.  This action comes after the company
priced $130 million of the senior secured notes at a 17.98% yield
with a 14% coupon and 90% original issue discount.


REPUBLIC LAS COLINAS: Case Summary & 15 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Republic Las Colinas Holdings, LLC
        2807 Allen Street, Suite 644
        Dallas, TX 75204

Bankruptcy Case No.: 09-38037

Chapter 11 Petition Date: November 27, 2009

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

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

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

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

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

            http://bankrupt.com/misc/txnb09-38037.pdf

The petition was signed by Michael Thibodeaux, president and
managing member of the Company.


RICHARD HINDIN: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Richard J. Hindin
        407 Chain Bridge Road
        McLean, VA 22010

Case No.: 09-19741

Chapter 11 Petition Date: November 27, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge:?Stephen S. Mitchell

Debtor's Counsel: Stephen W. Nichols, Esq.
                  Cooter, Mangold, Deckelbaum & Karas, LLP
                  5301 Wisconsin Avenue, NW, Suite 500
                  Washington, DC 20015
                  Tel: (202) 537-0700
                  Fax: (202) 364-3644
                  Email: efiling@cootermangold.com

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

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

The petition was signed by Mr. Hindin.

Debtor's List of 9 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Split Timber Holdings, LP                         $4,921,469
c/o James R. Schroll, Esq.                        Secured Value:
Bean, Kinney & Korman, PC                         $1,750,000
2300 Wilson Blvd.,
7th Floor
Arlington, VA 22201

Sysco Foods                                       $500,000
8000 Dorsey Run Road
Jessup, MD 20794

Sam LeBauer                                       $400,000
c/o Jeffery M. Davis, Esq.
Higgins Benjamin et al.
101 W. Friendly Ave.,
Suite 500
Greensboro, NC 27401

Eagle Bank                                        $496,221
7815 Woodmont Avenue
Bethesdas, MD 20814

Wachovia Bank                                     $250,501
PO Box 96074
Charlotte, NC 28296-0074

Silver, Freedman & Taff, LLP                      $373,000
Attn: Sidney J. Silver, Esq.
3299 K Street, NW
Suite 100
Washington, DC 20007

Chase Visa                                        $5,023
Card Member Services

Neiman Marcus                                     $110

John D. Clayborne, Inc.                           $30,000


ROGER LADD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Joint Debtors: Roger D. Ladd
               Catherine Patricia Ladd
                 fka Catherine Patricia Frisco
               16602 Avila Blvd.
               Tampa, FL 33613-1029

Bankruptcy Case No.: 09-27017

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: David R. Duncan

Debtor's Counsel: Richard J. McIntyre, Esq.
                  McIntyre, Panzarella, Thanasides & Eleff
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  Email: rich@mcintyrefirm.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


SARATOGA RESOURCES: Nov. 30 Hearing Set for Consensual Exit Plan
----------------------------------------------------------------
Saratoga Resources, Inc., disclosed that on November 16, 2009, an
agreement in principle was reached between the Debtors, Wayzata
Investment Partner and Macquarie Bank Limited pursuant to which
the Debtors would prepare and file a further amended consensual
Plan of Reorganization, which plan would involve, among other
things, refinancing the existing Wayzata debt and increasing the
availability under the Macquarie revolving credit facility.

Confirmation of the amended consensual Plan of Reorganization is
subject to completion and filing of the amended plan, preparation
and approval of documentation and final confirmation of the plan
by the Bankruptcy Court.  A hearing has been scheduled for
November 30 to consider confirmation of the amended consensual
plan.

The Debtors filed a Plan of Reorganization on August 17, 2009, and
subsequently filed a First Amended and Second Amended Plan of
Reorganization on September 11 and October 6, respectively.  The
Debtors' plan exclusivity period was extended for 30 days after
September 28, and was further extended until December 1, for the
Debtors to obtain confirmation of the plan of reorganization.  A
hearing on approval of the Plan was held beginning on November 12.

Saratoga Resources reported a net loss of $2,375,445 for the three
months ended September 30, 2009, on total revenues of $13,983,599.
Saratoga Resources reported a net loss of $13,267,640 for the nine
months ended September 30, 2009, on total revenues of $34,258,240.

At September 30, 2009, the Company had $178,993,118 in total
assets against total current liabilities of $19,109,307, total
long-term liabilities of $121,170,783 and liabilities subject to
compromise of $17,738,534, resulting in stockholders' equity of
$20,974,494.

Saratoga Resources said it believes it has sufficient cash to
operate its business in the immediate term and, accordingly, has
forgone new DIP financing to date.  The Debtors were granted
interim authority by the Bankruptcy Court for the limited use of
cash collateral to pay expenses pursuant to cash collateral
budgets through November 13, 2009, and in accordance with
applicable provisions of the Bankruptcy Code.  At September 30,
2009, Saratoga Resources had cash on hand of roughly $19.7
million.

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

The Form 10-Q report was filed on November 23, six days after the
Company said it would delay the filing of the report.  The Company
said management had devoted its time and resources in the
bankruptcy case.

                     About Saratoga Resources

Saratoga Resources Inc. (OTCBB: SROEQ) is an independent
exploration and production company with offices in Houston and
Covington.  Saratoga engages in the acquisition and development of
oil and gas producing properties that allow the Company to grow
through low-risk development and risk-managed exploration.
Saratoga operates 14 fields in Louisiana and Texas with 106 active
producing wells.  Current net production is roughly 3,000
barrels of oil equivalent per day -- BOEPD -- with 70% oil versus
gas. Principal holdings cover 37,756 gross (34,246 net) acres,
mostly held-by-production, located in the state waters offshore
Louisiana.

Saratoga Resources, Inc., and certain operating subsidiaries filed
on March 31, 2009, voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Western District of Louisiana in
Lafayette, Louisiana.  Saratoga is being advised by its legal
counsel, Adams & Reese LLP; its investment banker, Pritchard
Capital Partners LLC; and its financial advisor, Ambrose
Consulting LLC.

The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead
Case No. 09-50397).  Robin B. Cheatham, Esq., at Adams & Reese
LLP, represents the Debtors in their restructuring efforts.  The
Debtors listed between $100 million and $500 million each in
assets and debts.


SCOTT ALLAN MAASEN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Scott Allan Maasen
        17889 N. 93rd Way
        Scottsdale, AZ 85255

Bankruptcy Case No.: 09-30470

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  Aiken Schenk Hawkins & Ricciardi Pc
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  Email: dlh@ashrlaw.com

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

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

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

The petition was signed by Mr. Maasen.


SEMGROUP LP: Gets Nod for Settlements with ABN AMRO, et al.
-----------------------------------------------------------
SemGroup LP and its units obtained the Court's authority to to
enter into separate settlements with financial institutions and
banks resolving the treatment of the Banks' proofs of claims
arising out of their assertion that certain amounts are entitled
to be treated as Lender Swap Obligations.

The Court approved settlements with:

  * ABN AMRO Bank N.V.;
  * U.S. Bank National Association;
  * Citibank, N.A.;
  * Bank of Oklahoma, N.A.;
  * The Bank of Nova Scotia; and
  * Sovereign Bank.

The Banks are lenders under the Credit Agreement, dated October
18, 2005, between Debtor SemCrude L.P., and SemCams Midstream
Company, as borrowers, SemGroup L.P. and SemOperating G.P.,
L.L.C., as guarantors, and Bank of America, N.A., as
administrative agent for the lenders.  Prepetition, the Banks and
SemCrude entered into an interest rate swap transaction.  In
February 2009, the Banks filed separate LSO Proofs of Claim
against several Debtors.

The settlements provide these terms:

  (a) The Debtors agree to allow $1,182,000 of ABN's proofs of
      claim as an Allowed Secured Working Capital Lender Claim
      under the Plan.  The Debtors also agree to allow $131,334
      of ABN's proofs of claim as an Allowed Lender Deficiency
      Claim under the Plan.

  (b) The Debtors agree to allow $43,000,000 of the MLCI Swap
      Amount as an Allowed Secured Working Capital Lender Claim
      under the Plan of Reorganization.  Merrill will pay
      Debtor SemCrude L.P. $1,217,677.  Merrill will not be
      entitled to any Lender Deficiency Claim under the Plan.
      Merrill also waives any right to payment under the Plan
      with respect to the physical crude oil trades between MLCI
      and Debtor SemStream L.P.

  (c) $18,000,000 of UBOC's proof of claim will be allowed as a
      Lender Swap Obligation, with payment as a Secured Working
      Capital Lender Claim, under the Plan of Reorganization,
      and $2,109,250 of UBOC's proof of claim will be allowed as
      a Lender Deficiency Claim under the Plan.  The Debtors and
      UBOC will each be responsible for their own attorneys'
      fees, expenses and court costs associated with the entry
      into the settlement.

  (d) The Debtors agree to allow $1,300,000 of Scotia's proofs
      of claim as an Allowed Secured Working Capital Lender
      Claim under the Plan and agree to allow $155,000 of
      Scotia's proofs of claim as an Allowed Lender Deficiency
      Claim.

  (e) The Debtors agree to allow $2,443,412 of U.S. Bank's
      proofs of claim as an Allowed Secured Working Capital
      Lender Claim under the Plan and agree to allow $271,490 as
      a Lender Deficiency Claim.

  (f) The Debtors agree to allow $28,000 of Sovereign Bank's
      proofs of claim as an Allowed Secured Working Capital
      Lender Claim under the Plan and agree to allow $7,430 as a
      Lender Deficiency Claim.

  (g) The Debtors agree to allow $9,609,502 of Citibank's proofs
      of claim as an Allowed Secured Working Capital Lender
      Claim under the Plan and agree to allow $1,037,722 as a
      Lender Deficiency Claim.

  (h) The Debtors agree to allow $76,723,033 of BOK's proofs of
      claim as an Allowed Secured Working Capital Lender Claim
      under the Plan and agree to allow $8,524,781 as a Lender
      Deficiency Claim.  BOK will pay the Debtors $10,000,000
      and will commit $25,000,000 in exit financing to the
      Debtors.

  (i) The Debtors agree to allow $51,240,624 of Calyon's LSO
      Proofs of Claim as an Allowed Secured Working Capital
      Lender Claim under the Plan and $4,154,645 of Calyon's LSO
      Proofs of Claim as an Allowed Lender Deficiency Claim.

The Debtors and the Banks grant mutual releases of all claims and
causes of action arising out of, based on, or related to the
SemCrude ISDA, the SemCrude Swap Contracts, and the LSO Proofs of
Claim.

The Settlements, according to the Debtors, obviates the need for
a costly time-consuming claims objection and litigation process
and will allow the Debtors to channel the efforts and resources
that would have been devoted to the plan confirmation process.

                        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 for Settlement With Gulfmark
--------------------------------------------------
SemGroup LP and its units obtained from the Bankruptcy Court
approval of a settlement entered into by Debtors SemGroup, L.P.,
SemCrude, L.P., and Eaglwing, L.P., with Gulfmark Energy, Inc.

SemCrude and Eaglwing were parties to several purchase and sale
agreement with Gulfmark.  The Agreements were for the purchase
and sale of crude oil.

Eaglwing contends Gulfmark owes it $169,622 as a postpetition
obligation.  Gulfmark asserts a total prepetition claim against
Eaglwing for $139,688.  Of this amount, Gulfmark contends
$133,037 is entitled to postpetition priority treatment pursuant
to Section 503(b)(9) of the Bankruptcy Code.  The parties have
agreed that a net amount of $36,000 is due and should be paid to
Eaglwing.  As part of the settlement, Gulfmark will waive all of
its rights to collect its prepetition claim, including its entire
Section 503(b)(9) claim.

SemCrude contends $73,163 is due from Gulfmark for postpetition
obligations.  Gulfmark contends that it is due a credit of
$48,074 against this obligation leaving a net amount owing of
$25,089.  The parties have agreed to compromise this claim for a
net amount of $50,000 to be paid by Gulfmark to SemCrude.

Gulfmark also has a prepetition unsecured non-priority claim of
$277,704 against SemCrude.  This claim will be waived as part of
the settlement.

The parties agree that the total amount owed by Gulfmark is
$86,000 as part of the settlement.  The parties further agree
that this amount will be paid immediately and refunded in the
event the settlement is not approved.

                        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: Producers Object to BP Oil Settlement
--------------------------------------------------
SemCrude, L.P., its parent SemGroup, L.P., and certain direct and
indirect subsidiaries of SemGroup, and the Official Committee of
Unsecured Creditors jointly ask the Court to authorize the
Debtors' entry into a settlement agreement with BP Oil Supply
Company.  The Creditors' Committee and Bank of America, N.A., as
administrative agent for a consortium of lenders, consented to
the Settlement.

To avoid the costs and time associated with expensive,
burdensome, and protracted litigation regarding BP Oil's
adversary complaint seeking authority to tender $10,664,032 as
final settlement amount to the Debtors; the Creditors'
Committee's Motion to Estimate BP Oil's Claims and the Debtors'
Motion to Release $122 Million in Escrowed Funds; and other
disputes, the parties engaged in extensive and arms-length
negotiations that ultimately resulted to the Settlement.

he material terms of the Settlement are:

  * upon the occurrence of the Settlement's effective date, the
    Debtors will have full use of the Tendered Funds pursuant to
    Section 542 of the Bankruptcy Code;

  * pursuant to the Settlement and the Fourth Amended Joint Plan
    of Reorganization, (i) the Debtors, the Reorganized Debtors
    and the Litigation Trust will be deemed to have released,
    and will be permanently enjoined from any prosecution of
    certain causes of action relating to any commodity trades by
    BP Oil with the Debtors, BP Oil agreements with the Debtors
    or any related transactions against BP Oil and its
    affiliates and officers; and (ii) BofA and the Prepetition
    Lenders will be deemed to have released, and will be
    permanently enjoined from any prosecution of causes of
    action relating to any commodity trades by BP Oil with the
    Debtors, the BP Agreements or any related transactions
    against BP Oil and its affiliates;

  * the Debtors and the Reorganized Debtors will cooperate in
    any discovery, including preserving relevant documents and
    making relevant witnesses available, with respect to the
    Tender Adversary, Third Party Producer Litigations, and any
    other litigation by oil and gas producers against BP Oil
    relating to oil and gas BP purchased from the Debtors.
    Costs incurred from that discovery are to be borne by the
    parties in accordance with applicable law;

  * the Settlement will become effective on the date that is the
    Effective Date of the Plan;

  * BP Oil will be deemed to have released, and will be
    permanently enjoined from any prosecution of, all Causes of
    Action, if any, in connection with the Prepetition Credit
    Agreement against BofA or the Prepetition Lenders;

  * if the Settlement Effective Date occurs and BP elects to
    proceed with its BP Contribution, BP Oil will pay to the
    Producer Representative cash aggregating $1 million for
    distribution solely to the Producers named as defendants in
    the Tender Adversary that do not choose to opt out of a
    proposed settlement between BP Oil and the Producer
    Defendants.  The BP Contribution will be distributed by the
    Producer Representative on a pro rata basis only to those
    Producer Defendants that do not choose to opt out of the BP
    Producer Settlement.  In consideration for the distributions
    to be made from the BP Contribution, each Participating
    Producer will release and be permanently enjoined from any
    prosecution or attempted prosecution of the BP Released
    Causes of Action.

                         OPC Objects

The Official Producers' Committee objects to the settlement
agreement among the Debtors, the Official Committee of Unsecured
Creditors and BP Oil Supply Company because it enjoins the
Producers from bringing downstream claims without providing any
consideration or notification to a significant portion of that
class.  The OPC also asserts that the Settlement Agreement
provides for continuing jurisdiction over a Downstream Claim
litigation where none exists.  The OPC thus asks the Court that
the Settlement Agreement be clarified to not affect any of the
rights of Producers to pursue Downstream Claims in courts other
than the Bankruptcy Court.

Samson Resources Company, Samson Lone Star, LLC, and Samson
Contour Energy E&P, LLC; and Luke Oil Company, C&S Oil/Cross
Properties, Inc., Wayne Thomas Oil and Gas, and William R.
Earnhardt Company, join in the OPC's objection.

                        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: Producers Object to J. Aron Settlement
---------------------------------------------------
SemCrude, L.P., its parent, SemGroup, L.P., and certain direct
and indirect subsidiaries of SemGroup, and the Official Committee
of Unsecured Creditors jointly ask the Court to approve a
settlement agreement entered between the Debtors and J. Aron &
Company, and consented to by the Creditors' Committee and Bank of
America, N.A., as administrative agent for a consortium of
lenders.

As previously reported, the Official Committee of Unsecured
Creditors asked the Court to estimate J. Aron's claims at zero
because the claims are remote, speculative and recoverable under
a Trading Agreement between J. Aron and the Debtors.  J. Aron
says that without the Settlement, it would have opposed the
Creditors' Committee's Motion to Estimate.  Thus, to avoid the
costs and time associated with expensive, burdensome, and
protracted litigation regarding (i) an adversary proceeding
initiated by J. Aron against the Debtors, seeking judgment that
its tendering of $89,776,874 as net amount constitutes full
performance under the Trading Agreement; (ii) the Debtors' Motion
to Release $122 million in Escrowed Funds and the Creditors'
Committee's Motion to Estimate J. Aron's Claims; and (iii) other
disputes, the Debtors and J. Aron engaged in good-faith
negotiations ultimately resulting to the Settlement.

The salient terms of the Settlement are:

  (a) upon the occurrence of the Settlement's effective date,
      the Debtors will have full use of the Tendered Funds
      pursuant to Section 542 of the Bankruptcy Code;

  (b) the Debtors, the Reorganized Debtors and the
      Litigation Trust under the Debtors' Fourth Amended Joint
      Plan of Reorganization will be deemed to have released,
      and will be permanently enjoined from any prosecution of
      causes of action in connection with any commodity trades
      by J. Aron with the Debtors, the Trading Agreement or any
      related transactions against J. Aron and its affiliates;

  (c) BofA and the Prepetition Lenders will be deemed
      to have released, and will be permanently enjoined from
      any prosecution or attempted prosecution of causes of
      action arising from any commodity trades by J. Aron
      with the Debtors, the Trading Agreement or any related
      transactions against J. Aron and its affiliates;

  (d) J. Aron will retain a General Unsecured Claim against
      SemGroup, L.P., for any breach of warranty, indemnity, and
      attorneys' fees for which J. Aron would have a Claim
      against SemGroup under the Trading Agreement.  Pursuant to
      the Plan, the Debtors will not have to reserve more than
      an amount equal to the distributions made on account of a
      $10 million Preserved Claim;

  (e) the Debtors and the Reorganized Debtors will cooperate in
      any discovery, including preserving relevant documents and
      making relevant witnesses available with respect to the
      Tender Adversary, Third Party Producer Litigations and
      any other litigation by oil and gas producers against J.
      Aron relating to oil and gas J. Aron purchased from the
      Debtors.  Costs incurred from that discovery are to be
      borne by the parties according to applicable law;

  (f) the Settlement will become effective on the date that is
      the Effective Date of the Plan, provided that the
      Confirmation Order, among others, approves the Settlement,
      amends the Plan to incorporate the Settlement, and
      provides for the Bankruptcy Court to retain jurisdiction
      over all issues related to the Tender Adversary and the
      Third Party Producer Litigations; and

  (g) J. Aron will be deemed to have released, and will be
      permanently enjoined from any prosecution of all Causes of
      Action, if any, in connection with the Prepetition Credit
      Agreement against BofA or the Prepetition Lenders;

                        OPC Objects

The Official Producers' Committee complains that the settlement
agreement among the Debtors, the Official Committee of Unsecured
Creditors and J. Aron & Company enjoined the Producers from
bringing downstream claims without providing any consideration or
notification to a significant portion of that class.

The OPC further argued that the Settlement Agreement provides for
continuing jurisdiction over a Downstream Claim litigation where
none exists.

Thus, the OPC asked the Court that the Settlement Agreement be
clarified to not affect any of the rights of Producers to pursue
Downstream Claims in courts other than the Bankruptcy Court.

Samson Resources Company, Samson Lone Star, LLC, and Samson
Contour Energy E&P, LLC; and Luke Oil Company, C&S Oil/Cross
Properties, Inc., Wayne Thomas Oil and Gas, and William R.
Earnhardt Company, joined in the OPC's objection.

                        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)


SIMMONS BEDDING: Combined Hearing on Plan & DS on Jan. 5
--------------------------------------------------------
Simmons Bedding Company, et al., have filed with the U.S.
Bankruptcy Court for the District of Delaware a proposed joint
prepackaged plan of reorganization and disclosure statement.

The Plan is proposed pursuant to the September 2009 Plan Sponsor
Agreement among the Debtors and AOT Bedding Super Holdings, LLC,
and AOT Bedding Intermediate Holdings, LLC (the Purchasers).
Under the Plan Sponsor Agreement, Bedding Holdco Incorporated,
Simmons Bedding and its subsidiaries will be acquired by the
Purchasers upon consummation of the Plan.  The Debtors would be
filing a motion seeking approval of the Plan Sponsor Agreement,
which includes certain covenants relating to the conduct of the
Debtors' business, including a general requirement that the
Debtors continue operating in the ordinary course of business.

Under the Plan, secured creditors, unsecured trade creditors, and
administrative and priority creditors will be paid in full or
reinstated.  The Debtors will reinstate $12.5 million of claims
arising in connection with certain industrial revenue bonds and
assume obligations aggregating $10 million under certain letters
of credit.  Holders of the SBC Notes and Holdco Notes will get
cash recoveries, which the Debtors will finance from an equity
investment by the Purchasers of approximately $310 million and the
proceeds issuance of $425 million senior secured term notes.
Holders of the SBC Notes, Holdco Notes and SBC Credit Agreement
Claims as well as an affiliate of one of the Purchasers have
committed to purchase senior secured term notes.

The Debtor says that it held an October 13, 2009 solicitation of
votes on the Plan via a disclosure statement.  The Plan has been
accepted in excess of the statutory thresholds specified in
Section 1126(c) of the Bankruptcy Code by the classes entitled to
vote.

The restructuring contemplated by the Plan will cut the Debtors'
outstanding indebtedness by $572 million.

A copy of the Plan is available for free at:

http://bankrupt.com/misc/SIMMONS_BEDDING_reorganizationplan.pdf
http://bankrupt.com/misc/SIMMONS_BEDDING_reorganizationplan2.pdf

A copy of the disclosure statement is available for free at:

       http://bankrupt.com/misc/SIMMONS_BEDDING_ds.pdf
       http://bankrupt.com/misc/SIMMONS_BEDDING_ds2.pdf

The Court will convene a combined hearing on January 5, 2010, at
11:30 a.m., to consider approval of the adequacy of the Disclosure
Statement and confirmation of the Plan.

Deutsche Bank AG, New York Branch, the administrative agent for
holders of Classes 4A- 4l Claims, is represented by Simpson,
Thacher & Bartlett LLP.  Certain holders of Classes 5,{ -5H Claims
are represented by Paul, Weiss, Rifkin, Wharton & Garrison LLP.
Certain holders of Class 6 Claims are represented by Goodwin
Proctor LLP.

Atlanta, Georgia-based Simmons Bedding Company -- aka Simmons
Company a Corporation of Delaware; Simmons Company, N.A.; Simmons;
Simmons Company (U.S.A.); Simmons Co.; Simmons Company, a Delaware
Corporation; Simmons Bedding; Simmons USA Company; THL Bedding
Company; Simmons U.S.A. Company; Simmons U.S.A. Corporation;
Simmons Bedding Company -- is a holding company with no operating
assets. Through its wholly-owned subsidiary, Bedding Holdco
Incorporated, which is also a holding company, Simmons Company
owns the common stock of Simmons Bedding Company.  All of Simmons
Company's business operations are conducted by Simmons Bedding
Company and its direct and indirect subsidiaries.  Simmons
Company, together with its subsidiaries, is one of the largest
bedding manufacturers in North America.

The Company filed for Chapter 11 bankruptcy protection on
November 16, 2009 (Bankr. D. Delaware Case No. 09-14037).  The
Company's affiliates also filed separate Chapter 11 petitions.
Simmons Bedding listed $895,970,000 in assets and $1,263,522,000
in liabilities as of June 27, 2009.


SIX FLAGS: Bank Debt Trades at 4% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Six Flags Theme
Parks, Inc., is a borrower traded in the secondary market at 96.45
cents-on-the-dollar during the week ended Friday, Nov. 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.50
percentage points from the previous week, The Journal relates.
Six Flags Theme Parks, Inc. pays interest at 250 points above
LIBOR.  The bank loan matures on May 1, 2015.  Moody's has
withdrawn its rating on the bank debt while Standard & Poor's has
assigned a default rating on the bank debt.  The debt is one of
the biggest gainers and losers among the 173 widely quoted
syndicated loans, with five or more bids, in secondary trading in
the week ended Nov. 27.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Noteholders Urge Consideration of Alternative Plan
-------------------------------------------------------------
An ad hoc group of senior note holders of Six Flags, Inc., has
submitted to SFI's Board of Directors an alternative
reorganization proposal (the SFI Noteholder Plan) which, if
adopted, would provide higher recoveries to the creditors of SFI
and its debtor affiliates.

In a letter dated November 25, the SFI Noteholders urged the Board
to accept the SFI Noteholder Plan in favor of the Debtors' Second
Amended Joint Plan of Reorganization (Debtors' Plan), and to
engage in a thoughtful, deliberate restructuring process that will
maximize recovery for all creditors, as opposed to the Debtors'
Plan, which unfairly provides preferential treatment to holders of
a series of 12 1/4% notes issued by Six Flags Operations (the SFO
Notes) to the detriment of the SFI Noteholders.  This letter
further advocates for an alternative reorganization plan that
provides a fully backstopped rights offering of $420 million.
This alternative reorganization plan is supported by noteholders
owning over $500 million of the approximately $870 million in
senior notes issued by SFI.  Furthermore, by virtue of this
blocking position held by the Ad Hoc Committee, the Debtors are
currently wasting valuable estate resources pursuing a plan that
is not confirmable.

The SFI Noteholder Plan materially and directly improves upon the
Debtors' Plan in that:

* Lenders are paid in full either with cash or through the
   reinstatement of their debt.

* SFO Noteholders are paid in full with cash as opposed to
   receiving common stock and the ability to participate in a
   rights offering.

* SFI Noteholders are allowed i) approximately 19% of the new
   common stock and ii) rights to participate in the convertible
   preferred stock offering to purchase as much as approximately
   81% of the new common stock, subject to dilution by
   management's long term incentive plan.  In contrast, the
   Debtors' Plan provides SFI Noteholders with approximately 5% of
   the new common stock.

The letter states, in part, "The SFI Noteholder Plan allows the
holders of SFI Notes to own nearly 100% of the new common stock as
compared to merely 5% in the Debtors' plan.  There is no question
the SFI Noteholder Plan maximizes the recoveries of all creditors
of the Debtors, and more fairly allocates the value of their
estates."

A hearing on the Disclosure Statement for the Debtors' Plan is
currently scheduled for December 4, 2009.

White & Case LLP is representing the SFI Noteholders as legal
counsel and Chanin Capital Partners LLC is serving as financial
advisor.

Theis correspondence was sent to SFI's board:

Re:  In re Premier International Holdings Inc., et al., No. 09-
12019 (CSS) (Bankr. D. Del.)

Gentlemen:

The signatories (collectively, the SFI Noteholders) to the
enclosed commitment letter (the Commitment Letter) are holders
or advisors to holders of over $500 million of the approximately
$870 million of unsecured notes (collectively, the SFI Notes)
issued by Six Flags, Inc. (SFI).  We are sending this letter to
you in your capacity as members of the board of directors of SFI
and in connection with the above-captioned Chapter 11 cases of
SFI and its affiliated debtors (the Debtors).

On November 20, 2009, White & Case LLP delivered to the
Debtors' legal and financial advisors the Commitment Letter under
which the SFI Noteholders have committed to fully backstop a
$420 million preferred stock rights offering in connection with a
proposed plan of reorganization for the Debtors (the SFI
Noteholder Plan). The SFI Noteholder Plan proposes to pay in
full or otherwise reinstate all creditors of the Debtors'
estates, other than creditors of SFI, who will receive a
materially enhanced recovery under such plan as compared to the
Debtors' proposed Second Amended Joint Plan of Reorganization
(the "Debtors' Plan"). Copies of the term sheet for the SFI
Noteholder Plan and the Commitment Letter are attached hereto.

Specifically, the SFI Noteholder Plan provides the following:

  (1) Lenders: While the Debtors' plan provides cash payment in
      full, the SFI Noteholder Plan reinstates the term loan and
      pays off the revolver in full in cash.

  (2) SFO Notes: While the Debtors' plan provides the holders of
      12 1/4% Senior Notes issued by Six Flags Operations, Inc
      (SFO Notes) with i) approximately 25% of the new common
      stock in SFI and ii) rights to participate in the equity
      offering to purchase an additional approximately 70% of the
      new common stock (subject to dilution by management's long
      term incentive plan), the SFI Noteholder Plan provides the
      holders of SFO Notes with cash payment in full.

  (3) SFI Notes: While the Debtors' plan provides the holders of
      SFI Notes with approximately 5% of the new common stock, the
      SFI Noteholder Plan provides the holders of SFI Notes with
      i) approximately 19% of the new common stock and ii) rights
      to participate in the convertible preferred stock offering
      to purchase up to an additional approximately 81% of the new
      common stock (subject to dilution by management's long term
      incentive plan).

     The SFI Noteholder Plan allows the holders of SFI Notes to
      own nearly 100% of the new common stock as compared to
      merely 5% in the Debtors' plan.  There is no question the
      SFI Noteholder Plan maximizes the recoveries of all
      creditors of the Debtors, and more fairly allocates the
      value of their estates.

     In light of the foregoing and the upcoming hearing on the
     Disclosure Statement for the Debtors' Plan scheduled for
     December 4, 2009, we propose to meet with you, management of
     the Debtors and their advisors as soon as possible to discuss
     the SFI Noteholder Plan.

     All rights of the SFI Noteholders are reserved.

     We look forward to hearing from you.

CONTACT:  Perry Street Communications
          Attn: Alex Wolfe
          (214) 965-9955
          Mobile: (417) 860-5850
          E-mail: awolfe@perryst.com
          Attn: Jon Morgan
          Phone: (214) 965-9955
          Mobile: (212) 333-5525
          E-mail: jmorgan@perryst.com

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SONORAN ENERGY: Court Sets December 8 Hearing on Dismissal Motion
-----------------------------------------------------------------
Sonoran Energy, Inc. disclosed in a regulatory filing Wednesday
that the U.S. Bankruptcy Court for the Northern District of Texas
has set for hearing on December 8, 2009, at 1:30 p.m. its motion
seeking dismissal of its bankruptcy case.

As reported in the Troubled Company Reporter on November 17, 2009,
Sonoran Energy told the Court that the estate has no remaining
assets with realizable value.  The Debtor further stated that
after the sale of its two major assets, the Louisiana wells and
its wells in Tom Green County, Texas, there was de minimis or no
bidding for the Debtor's other assets.  The follow-up with
potential buyers on the remaining assets after the auction had not
yielded any material bids for those assets.

In the regulatory filing, the Debtor discloses that the aggregate
proceeds from these sales were substantially less than the amount
of the secured debt encumbering said assets, and that no
distribution is expected for unsecured creditors or holders of
common stock or other equity holders.

The Debtor further discloses that the claims of the creditors will
not be fully satisfied in the liquidation process.  No further
material recoveries from or sales of the Debtor's assets are
expected.

Sonoran Energy, Inc., is a U.S.-based independent oil and gas
company engaged in exploring, developing and enhancing oil and gas
properties in North America.  Sonoran Energy filed for Chapter 11
on June 19, 2009 (Bankr. N.D. Tex. Case No. 09-33852).   Judge
Harlin DeWayne Hale handles the case.  Margaret Hall, Esq., at
Sonnenschein, Nath & Rosenthal, LLP, is counsel to the Debtor.
Sonoran disclosed in its petition total assets of $47,067,773
against debts of $26,415,250.


SPANSION INC: Court Sets Disclosure Statement Hearing to Dec. 14
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
scheduled the hearing to consider the adequacy of the information
contained in the Debtors' Disclosure Statement explaining their
Joint Plan of Reorganization to December 14, 2009, at 10:00 a.m.

The court also set January 7 and 8, 2010, 10:00 a.m., as the
hearing to consider confirmation of the Plan.

                        The Chapter 11 Plan

Spansion Inc., Spansion Technology LLC, Spansion LLC, Cerium
Laboratories LLC and Spansion International, Inc., delivered their
Joint Plan of Reorganization and accompanying Disclosure
Statement before the United States Bankruptcy Court for the
District of Delaware on October 26, 2009.

The Plan is sponsored by the Debtors and supported by the
Debtors' Official Committee of Unsecured Creditors and the Ad Hoc
Consortium of Holders of Senior Secured Floating Rate Notes due
2013.  The Debtors believe that the Plan will lead to
reorganization, the satisfaction of billions of dollars of claims
and the preservation of jobs and commercial relationships.

Under the Plan, the Debtors will be reorganized through, among
other things, the consummation of these transactions:

  (a) the Distribution of Cash, New Senior Notes, New
      Convertible Notes and New Spansion Common Stock to Holders
      of FRNs in satisfaction of all Claims arising under the
      FRNs;

  (b) the Distribution of New Spansion Common Stock to Holders
      of General Unsecured Claims in satisfaction of the Claims;

  (c) the cancellation of the Old Spansion Interests; and

  (d) the revesting of the Assets of the Debtors in the
      Reorganized Debtors.

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

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

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

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

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Gets Go Signal to Reject Japan Foundry Pact
---------------------------------------------------------
Spansion Inc., and its debtor affiliates obtained the Court's
authority to reject a Second Amended and Restated Foundry
Agreement, dated as of March 2007, with Spansion Japan Limited.

Spansion LLC and Spansion Japan are parties to the Foundry
Agreement pursuant to which Spansion Japan manufactures
integrated flash memory circuits for the Debtors.  The pricing
under the Foundry Agreement was based on a "cost plus" formula
that resulted in a price per unit well in excess of the
prevailing prices in the market.  Historically, Spansion Japan,
which is 100% owned by Spansion LLC, was centrally managed with
Spansion LLC and its affiliates.

On February 10, 2009, Spansion Japan filed a proceeding under the
Corporate Reorganization Law of Japan to obtain protection from
Spansion Japan's creditors.  The Spansion Japan Proceeding was
formally commenced on March 3, 2009, when the Tokyo District
Court entered the commencement order and appointed the incumbent
represented director of Spansion Japan as trustee.  As a result
of the Spansion Japan Proceeding, Spansion Japan is no longer
centrally managed with the Debtors' global operations.  In
addition, due to Spansion Japan's insolvency, any above-market
amounts that would be paid by Spansion LLC to Spansion Japan
under the Foundry Agreement would effectively become trapped in
Spansion Japan's bankruptcy estate and would not inure, whether
directly or indirectly, to the Debtors' benefit as had been the
case prior to the Spansion Japan Proceeding.

Sommer L. Ross, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, relates that since the commencement of the Spansion
Japan Proceeding, the Debtors have engaged in numerous
discussions with Spansion Japan and those administering its
bankruptcy estate concerning the terms under which Spansion LLC
would be willing to continue its commercial relationships with
Spansion Japan.  In these discussions, Ms. Ross notes, the
Debtors have consistently stressed that they could not and would
not continue that relationship on the original terms of the
Foundry Agreement due to, among other things, the above-market
pricing.  Thus, the Debtors have insisted that the Foundry
Agreement be amended to make it commercially justifiable for
Spansion LLC as a condition to maintaining their commercial
arrangements with Spansion Japan.

On May 20, 2009, Spansion LLC and Spansion Japan negotiated the
terms of an amendment to the Foundry Agreement, which terms
included:

(a) a modification of the pricing terms of the Foundry
     Agreement, retroactive to March 3, 2009, so that they more
     closely conform to market prices;

(b) the establishment of production levels that are more in
     line with the Debtors' global needs; and

(c) shortened payment terms for Spansion LLC.

Ms. Ross tells the Court that after the parties had agreed upon
the terms of the Amendment, Spansion Japan netted the amounts it
owed Spansion LLC for the month of March under the FASL Japan
Distribution Agreement against the amounts Spansion LLC owed to
Spansion Japan for the month of March under the Foundry Agreement
based on the pricing terms agreed to in the Amendment, and
remitted the difference to Spansion LLC as to the March
Settlement Payment.  This same process was subsequently followed
to settle payments due between the parties for activity in the
month of April, Ms. Ross adds.

However, Ms. Ross notes, after the Settlement Payment for April
2009 activity, which was made during the week of June 29, 2009,
Spansion Japan has taken a number of steps that indicate that it
might not honor the terms of the Amendment, but instead might
seek to enforce the pre-Amendment terms of the Foundry Agreement.
For example, no Settlement Payment has been made for activity in
May or thereafter.  Ms. Ross relates that Spansion Japan
continues to delay making that payment, while balking at
executing the Amendment, making statements questioning the
validity of the Amendment and threatening to enforce the pre-
Amendment pricing terms of the Foundry Agreement.  According to
Ms. Ross, the difference between the pricing terms originally set
forth in the Foundry Agreement and those in the Amendment would
equate to tens of millions of dollars in additional postpetition
costs for Spansion LLC.

In light of the ongoing assertions by Spansion Japan and GE
Financial Services Corporation that the pricing under the Foundry
Agreement is still binding on the Debtors, the Debtors have
determined to reject the Foundry Agreement.

                           *     *     *

The Court authorized the Debtors to reject the Foundry Agreement
effective as of October 9, 2009.  The Court directed GE Financial
Services Corporation and Spansion Japan Limited to file a claim
for rejection damages arising as a result of the rejection.  The
Court further ordered Spansion Japan to file any election under
Section 365(n) of the Bankruptcy Code with respect to the Foundry
Agreement on or before the first 45 calendar days after the entry
of the Court's order and serve that election upon counsel to the
Debtors, the Official Committee of Unsecured Creditors and the Ad
Hoc Consortium of Noteholders.

The Court held that GE and Spansion Japan's objections are deemed
withdrawn with the consent of the Debtors.

Prior to the Court's entry of its order, the Debtors filed on
November 13, 2009, a proposed form of the order authorizing the
rejection of the Second Amended and Restated Foundry Agreement
with Spansion Japan, a full-text copy of which is available for
free at http://bankrupt.com/misc/Spansion_PropOrdFoundry.pdf

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Spansion Japan, et al., Object to Plan Outline
------------------------------------------------------------
Eight parties-in-interest ask Judge Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to disapprove
Spansion Inc., and its debtor affiliates' Disclosure Statement
for failure to provide adequate information:

  1. Spansion Japan Limited
  2. Tessera, Inc.
  3. The Ad Hoc Committee of Equity Security Holders
  4. Bank of America, N.A.
  5. GE Financial Services Corporation
  6. The Ad Hoc Committee of Convertible Noteholders
  7. U.S. Bank National Association
  8. Wilmington Trust

Spansion Japan Limited avers that the Disclosure Statement,
although 139 pages in length, is silent on arguably the most
important issue to confirmation of the Plan -- how the Debtors
propose to pay Spansion Japan's administrative claims in excess
of $340 million for custom made wafers manufactured for and sold
to Spansion LLC pursuant to a Foundry Agreement.  According to
Spansion Japan, the Debtors' inability to satisfy Spansion
Japan's Administrative Expense Claim and Section 503(b)(9) Claim
renders the Plan patently unconfirmable.  In support of Spansion
Japan's objection, Robert Hamilton submitted with the Court
copies of the Foundry Agreement, Second Amended and Restated
Foundry Agreement between Spansion Japan and Spansion LLC, the
Foundry Agreement among Fujitsu Limited, Spansion Inc., Spansion
Technology, Inc., Spansion LLC and Spansion Japan Limited, the
Technology License Agreement between FASL Japan and FASL LLC, and
selected excerpts from Spansion Inc.'s Form 10-k for the fiscal
year ended December 28, 2008.  Copies of the documents are
available for free at:

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

In a separate filing, Fast Memory Erase, LLC joined in the
objection of Spansion Japan.

Tessera, Inc., asserts that the Disclosure Statement does not
adequately set forth information concerning the amount of
administrative expense claims assertable against the Debtors,
most notably those held by parties who hold claims based upon
patent infringement activities engaged in by the Debtors.
Tessera avers that the Disclosure Statement fails to provide
adequate information, provisions of the Plan are facially
unconfirmable, and the proposed objection deadline and
confirmation hearing date do not afford parties sufficient time
to prepare for a contested confirmation hearing.

The Ad Hoc Committee of Equity Security Holders of Spansion Inc.,
tells the Court that the Disclosure Statement fails to provide
sufficient details regarding many critical aspects that
stakeholders would need to consider in order to make an informed
decision whether to vote for or against the proposed plan.
According to the Ad Hoc Committee, the Disclosure Statement lacks
information regarding:

  (a) the plan negotiation process;

  (b) the true enterprise value of the Debtors' estates and the
      various assets that contribute to that value;

  (c) the allocation to management of an excessive amount of
      stock in the reorganized Debtors and the effect of the
      Debtors' Key Employee Incentive and Retention Plan on the
      EBITDA targets management uses in its projections;

  (d) the Debtors' true liabilities in respect of trade claims,
      including a much narrower range of claims than the
      $900 million to $1.4 billion range found in the Disclosure
      Statement; and

  (e) the vast uncertainty surrounding the Debtors' future
      business relationship with Spansion Japan Limited and the
      fact that until these significant uncertainties are
      resolved, the Debtors are unable to predict with any
      degree of certainty what their business will look like.

For its part, Bank of America, N.A., as agent under the Secured
Credit Facility, relates that it is concerned regarding the
abbreviated description of the treatment of its claim.  Although
BofA strongly objects to the unjustified extinguishment of the
contingent portion of its claim, the bank informs the Court that
it has no objection to the Plan if there is a consensual
agreement for the treatment of its Class 1 claim.  BofA avers
that the Disclosure Statement does not provide enough adequate
information for it to know how to vote when the time comes to do
so.  Accordingly, BofA requests that, as a condition of the
approval of the Disclosure Statement, the Court require the
Debtors to amend the Disclosure Statement to describe the
alternative treatment to be afforded to Class 1 in the absence of
any agreement or modification of the conditions of confirmation
to include that agreement.

GE Financial Services Corporation, as administrative agent,
security agent, and secured lender, for itself and on behalf of
members of an Official Committee of Secured Creditors of Spansion
Japan Limited, avers that the Debtors' Disclosure Statement lacks
disclosure of:

  * the asserted amount of administrative claims that must be
    paid or reserved in order for the Plan to go effective;

  * the asserted amount of 503(b)(9) claims that must be paid;

  * the existence and treatment of certain claims, including the
    claims of the SJL Secured Lenders, the Claims of SJL, and
    the claims of Class 13;

  * rejection damages claims that could be in the hundreds of
    millions of dollars resulting from the rejection of the
    Foundry Agreement with SJL;

  * the impact on the Debtors' business plan, including how the
    Debtors intend to seek to replace the products,
    distribution, sales, research and development, sorting and
    other support they currently receive through SJL in the
    event that they are unable to reach resolution of issues
    involving their relationship with SJL;

  * the analysis underlying the "Contingency Case," and the
    calculation of the "wide range" of potential effects of the
    Debtors' operations should they fail to resolve the issues
    involving their relationship with SJL;

  * the Debtors' contingency plans should they not prevail in
    holy-contested intellectual property disputes;

  * the basis for the Plan's proposed substantive consolidation,
    and how creditor recoveries might differ when evaluated on a
    nonconsolidated basis and how that substantive consolidation
    violates the absolute priority rule given the Debtors'
    proposed retention of equity at the subsidiary level and the
    failure to pay general unsecured claims in full;

  * the basis for sweeping, non-consensual releases of non-
    debtors, including directors and officers of the Debtors,
    the Debtors' evaluation of potential claims that are
    proposed to be released, and insurance that may be
    available in connection with those claims;

  * how the Debtors and the key creditors driving the
    reorganization -- including the Ad Hoc Consortium of FRN
    Noteholders -- negotiated and reached an agreed valuation of
    the consolidated Debtors as well as the potential
    ramifications to that valuation if substantive consolidation
    is not approved by the Court; and

  * the value of the Debtors' intellectual property and other
    assets that are not subject to the liens of the Consortium.

The Ad Hoc Committee of Convertible Noteholders avers that the
Disclosure Statement does not contain adequate information
regarding the Debtors' enterprise value; tax issues; assumption
of leases and executory contracts; the Debtors' Prepetition
Investments and Acquisitions; avoidance actions; insider
transactions, conflicts of interest and releases; negotiations
with the FRNs which led to their recovery of value under the Plan
in excess of 100% of their claims; the need to award management
over 5% of the New Spansion Common Stock; and existence,
classification, and treatment of claims.

U.S. Bank National Association, in its capacity as successor
Indenture Trustee, objects to the provision in the Disclosure
Statement which provides that distributions under the Plan
attributable to holders of Exchangeable Debentures be placed into
an escrow.  U.S. Bank objects to the provision on the grounds
that the escrow is an unnecessary expense of the bankruptcy
estates, and because the Debtors have advised that the escrow
will create complications for corporate governance, including
voting the shares of the stock to be distributed under the Plan.
Moreover, U.S. Bank maintains that the Disclosure Statement makes
no reference to the adversary proceeding commenced by the Senior
Notes Indenture Trustee against Wilmington Trust Company and the
Debtors.

Wilmington Trust contends that the establishment of an escrow
recognizes that numerous open issues between the parties might
not be resolved by the Effective Date of the Plan.  Wilmington
Trust notes that the escrow establishes a mechanism to insure the
distribution, upon consummation of the Plan, of certain New
Spansion Common Stock that properly may be payable either to the
Senior Noteholders or the Subordinated Noteholders, depending on,
among other things, the outcome of the Adversary Proceeding.
With respect to the description of the Adversary Proceeding, the
Debtors, Wilmington Trust and U.S. Bank have exchanged drafts of
a description, and Wilmington Trust believes that the parties
will reach agreement regarding an adequate description without
Court intervention.  To the extent an agreement cannot be
reached, Wilmington Trust believes that the Disclosure Statement
should contain a reasonable description of the Adversary
Proceeding.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Travis County Wants Secured Claim Paid
----------------------------------------------------
Nelda Wells Spears, Travis County Tax Assessor-Collector for and
on behalf of Travis County, City of Austin; Del Valle Independent
School District; Austin Community College; and Travis County
Hospital District objects to the Debtors' Plan of Reorganization
dated October 26, 2009.  Ms. Spears asserts that the Plan does
not allow for payment of Travis County's secured claim along with
the payment of 12% interest.  According to Ms. Spears, the
Debtors' failure to include Travis County's fully secured claim
with 12% interest renders the Plan unfair and unequitable as to
Travis County under Sections 129(b)(2)(A) and 511(a) of the
Bankruptcy Code and also violates Sections 32.05 and 33.01 of the
Texas Property Tax Code.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPRINT NEXTEL: Completes Tender Offer for iPCS
----------------------------------------------
Sprint Nextel Corporation on Friday completed its tender offer for
all outstanding shares of iPCS, Inc. common stock.  The tender
offer expired at midnight EST on Wednesday, November 25, 2009 and
was conducted through a wholly owned subsidiary of Sprint Nextel
named Ireland Acquisition Corporation.

At the expiration of the tender offer, a total of roughly
10.399 million shares of iPCS common stock were validly tendered
and not withdrawn in the tender offer, representing roughly 62.8%
of the outstanding shares of common stock of iPCS as of
November 25, 2009.  In addition, roughly 1.893 million shares were
tendered by notice of guaranteed delivery. All shares that were
validly tendered and not properly withdrawn have been accepted for
payment in accordance with the terms of the tender offer and
applicable law.

In accordance with the merger agreement with iPCS, Sprint, through
Ireland Acquisition Corporation, exercised the "top-up" option
allowing it to increase its share ownership percentage of iPCS
through the purchase of newly-issued shares of iPCS common stock
at $24.00 per share, the same price paid in the tender offer.
Sprint expects to complete the "top-up" on Friday, December 4,
2009.

Once completed, Ireland Acquisition Corporation will own more than
90% of the outstanding shares of iPCS common stock and will effect
a short-form merger with iPCS by no later than Monday, December 7,
2009, without the need for a vote or meeting of iPCS shareholders.
In the merger, Sprint will acquire all iPCS shares not previously
tendered (other than those as to which holders properly exercise
appraisal rights under applicable Delaware law) at the same $24.00
per share price that was paid in the tender offer, net to the
holder in cash, without interest and less any required withholding
taxes.

Following the merger, iPCS will become a wholly-owned subsidiary
of Sprint Nextel, and iPCS shares will cease to be traded on
NASDAQ.

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.


STATION CASINOS: Gets Final Approval for Payment of Wages
---------------------------------------------------------
The Bankruptcy Court has authorized, but not directed, Station
Casinos and its affiliates, on a final basis, to pay all
prepetition employee obligations in the ordinary course of the
Debtors' businesses and in accordance with the Debtors' stated
policies and subject to the restrictions contained in Section
507(a) of the Bankruptcy Code.

The Debtors are authorized, but not directed, to pay the withheld
prepetition wages and salary of the 16 employees, a list of which
is available for free at

         http://bankrupt.com/misc/SCI_Wages16Emps.pdf

The Debtors are also authorized, but not directed, to continue to
procure Group Benefits for all of the Station Group Employees on
the understanding that Station Casinos, Inc.'s non-debtor
subsidiaries will pay all costs associated with the Group
Benefits, including costs paid on behalf of the Debtors'
Employees.

The Debtors' banks and financial institutions are authorized and
directed to process, honor and pay, to the extent of funds on
deposit, any and all prepetition checks, wire transfer requests
or inter-company transfer requests issued by the Debtors in
respect of any Prepetition Employee Obligations, whether pre or
postpetition.

                       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: Lease Decision Period Extended Until Feb. 23
-------------------------------------------------------------
The Bankruptcy Court has granted Station Casinos, Inc., and FCP
PropCo, LLC, an extension of the deadline by which SCI or PropCo,
as the case may be, must assume or reject the Leases up to and
through February 23, 2010.

Each of the stipulation extending the Debtors' lease decision
deadline for several leases is approved.

SCI's lease decision deadline is extended to these dates these
leases:

  Counterparty                        Deadline
  ------------                        --------
  Mail Center Lease                   Entry of Plan
                                      Confirmation Order

  Call Center Lease                   February 23, 2010

  Headquarters Lease                  May 24, 2010

  Boulder Ground Lease                March 24, 2010

  Wild Wild West Lease                April 1, 2010

  Master Lease                        February 23, 2010

  Hangar Lease                        Entry of a Plan
                                      Confirmation Order

Prior to the Court's entry of the order, German American Capital
Corporation as collateral agent for itself and JP Morgan Chase as
lenders to debtor FCP PropCo, LLC, filed a response to the Motion
stating that, among other things, so long as OpCo timely performs
all of its obligations under the Master Lease, as required by
Section 365(d)(3) of the Bankruptcy Code, the CMBS Lenders do not
object to the extension of OpCo's time to assume or reject the
Master Lease for 90 days.

                       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: Proposes GGH as Real Estate Advisor
----------------------------------------------------
Station Casinos Inc. and its units, on behalf of the Special
Litigation Committee of the Board of Directors of Station Casinos,
Inc., seek the Court's authority to employ Global Gaming &
Hospitality, LLC, as Real Estate Advisor to the Special Litigation
Committee in the Chapter 11 cases nunc pro tunc to November 6,
2009.

The Debtors will employ GGH, on behalf of the Special Litigation
Committee, to perform certain services that are necessary to the
discharge of the Special Litigation Committee's work.  The
Debtors relate that the services to be provided by GGH are not
services which Odyssey Capital Group, the Special Litigation
Committee's financial advisor, is able to provide.  Thus, the
Debtors and the Special Litigation Committee submit that there
will be no duplication of services between GGH and Odyssey
Capital Group.

The Special Litigation Committee engaged GGH pursuant to an
engagement letter effective November 6, 2009 and executed
November 16, 2009, to report to legal counsel for the Special
Litigation Committee with respect to the independent
investigation of the sale and leaseback transaction between FCP
PropCo, LLC and Station Casinos, Inc., the "Transaction."

GGH will render certain necessary real estate advisory services
to the Special Litigation Committee and its legal counsel as may
be required in conducting an independent investigation,
including, but not limited to:

  (a) to the extent available, familiarize itself with the
      Transaction and transaction documents, valuations,
      opinions, properties and operations of Station Casinos,
      Inc. related to the Transaction;

  (b) assisting the Special Litigation Committee with its
      investigation of and report on the Transaction, including
      the analysis of documents, opinions, appraisals, lease
      terms, and other materials in connection with the
      Transaction;

  (c) participating in interviews of parties and professionals
      involved in the Transaction, including, without
      limitation, Cushman & Wakefield, as necessary;

  (d) attending meetings of the Special Litigation Committee, as
      requested;

  (e) providing testimony, as necessary, with respect to matters
      on which it has been engaged to advise the Special
      Litigation Committee in any proceeding before the Court;

  (f) being available to the Special Litigation Committee and
      counsel to the Special Litigation Committee to assist them
      regarding the services to be provided above; and

  (g) any other services requested by the Special Litigation
      Committee or counsel to the Special Litigation Committee
      that are reasonably related to the Transaction.

The Debtors will pay and reimburse GHH for all fees and out-of-
pocket expenses incurred while performing the Services to the
Especial Litigation Committee in the Chapter 11 cases.

GGH's hourly rates are:

  Professional                    Hourly Rate
  ------------                    -----------
  Managing Partners                   $825
  Managing Directors                  $625
  VP/Directors                        $425
  Associates                          $300
  Analyst                             $200
  Administrative Assistances          $100

In the one year period before the Petition Date, GGH did not
receive any compensation from the Debtors.

The Engagement Agreement also provides that the Debtors will
indemnify GGH and certain related persons in accordance with
certain indemnification provisions.

Carlton L. Geer, Esq., managing partner of Global Gaming &
Hospitality, LLC, disclosed with the Court that:

  (a) He was formerly employed by CB Richard Ellis.  During 2007
      and 2008, while at CB Richard Ellis he provided real
      estate marketing services to the Debtors with regards to
      property in Reno, Nevada for which Scott Rapaport was
      a point of contact.  Mr. Geer's representation of the
      Debtors ceased upon leaving CB Richard Ellis in February
      2009;

  (b) During 2003 and 2004, while at CB Richard Ellis he
      provided services with regards to matters that are now
      closed or completed to Caesars Entertainment, Inc. related
      to the sale of certain unrelated assets to affiliates of
      Colony Capital LLC and Thomas Barrack;

  (c) During 2004 and 2005, while at CB Richard Ellis he
      provided services with regards to matters that are now
      closed or completed to affiliates of Bank of America
      related to the sale of certain unrelated assets;

  (d) During 2006 and 2007, while at CB Richard Ellis he
      provided services with regards to matters that are now
      closed or completed to Northern Trust, which may be an
      affiliate or related party of Northern Trust Global
      Investments;

  (e) Michael Kim, a Managing Partner at GGH was formerly
      employed by SG Americas Securities, LLC, a subsidiary of
      Societe Generale S.A. While at SG, from 1996 through 1999
      Mr. Kim provided certain lender and securities
      underwriting services to the Debtors which are now closed
      or completed;

  (f) During 2003 and 2004, while at SG, Mr. Kim also provided
      services with regards to matters that are now closed or
      completed to Caesars Entertainment, Inc. related to the
      sale of certain unrelated assets to affiliates of Colony
      Capital LLC and Thomas Barrack; and

  (g) During 2006 and 2007, while at SG, Mr. Kim also provided
      services with regards to matters that are now closed or
      completed to Northern Trust, which may be an affiliate or
      related party of Northern Trust Global Investments.

Mr. Geer said all of the transactions are unrelated to the
Chapter 11 Cases.

Mr. Geer adds that GGH provides services to many gaming and
hospitality clients located in Las Vegas.  Mr. Geer however says
that none of the services provided to these clients is related in
any way to the Debtors.  In a general sense, Mr. Geer points out,
many of these clients potentially compete with one or more
aspects of the Debtors' business in the ordinary course.

Accordingly, Mr. Geer assures the Court that GGH does not hold or
represent an interest adverse to the Debtors' estates and is a
"disinterested person," as that term is defined in Section
101(14) of the Bankruptcy Code and modified by Section 1107(b),
with respect to the matters for which it is to be employed.

Global Gaming & Hospitality, LLC, is located at 3243 E. Warm
Springs Rd., Suite 121, in Las Vegas, Nevada.  GGH can be reach
at telephone no. (646) 719-1096.

In a separate filing, the Debtors sought and obtained from the
Court an order to allow for the Application to be heard on
shortened notice on December 11, 2009 at 10:00 a.m.

                       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)


SUNGARD DATA: Bank Debts Trade at 6% and 9% Off
-----------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
94.11 cents-on-the-dollar during the week ended Friday, Nov. 27,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.61 percentage points from the previous week, The Journal
relates.  The loan matures on Feb. 28, 2016.  The Company pays
362.5 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's Ba3 rating and Standard & Poor's BB
rating.

Meanwhile, participations in another syndicated loan under which
SunGard Data Systems, Inc., is a borrower traded in the secondary
market at 91.47 cents-on-the-dollar during the week ended Friday,
Nov. 27, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.67 percentage points from the previous week, The Journal
relates.  The loan matures on Feb. 28, 2014.  The Company pays 375
basis points above LIBOR to borrow under this facility.  The bank
debt carries is not rated by Moody's while it carries Standard &
Poor's BB rating.

The bank debts are two of the biggest gainers and losers among the
173 widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 27.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

As stated by the Troubled Company Reporter on Sept. 1, 2009,
Moody's Investors Service assigned a Ba3 rating to SunGard Data
System's $2.7 billion senior secured term loan B.  Concurrently,
Moody's affirmed SunGard's B2 corporate family and probability of
default ratings, along with its SGL-2 speculative grade liquidity
rating.  These actions follow the company's amendment of its
credit agreement with its lenders.  The rating outlook remains
stable.

The amendment dated June 9, 2009, extended the maturity date of
the company's $2.7 billion term loan B to February 28, 2016.  The
$2.7 billion term loan B was carved out of the company's original
$4.2 billion term loan facility maturing February 28, 2014.  The
credit agreement amendment also reduced the existing revolving
credit facility to $829 million from $1 billion and extended the
maturity date to May 11, 2013.  Finally, the amendment also
amended certain other provisions of the Credit Agreement,
including provisions relating to negative covenants and financial
covenants.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


SWIFT TRANSPORTATION: Bank Debt Trades at 12% Off
-------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 88.10 cents-on-the-dollar during the week ended Friday,
Nov. 27, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.66 percentage points from the previous week, The
Journal relates.  The loan matures on March 15, 2014.  The Company
pays 325 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
the 173 widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 27.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--
hauls freight such as building materials, paper products, and
retail merchandise throughout the US and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.  Chairman and CEO Jerry
Moyes owns the company, which he founded in 1966, took public, and
took private again in 2007.


TAYLOR-WHARTON: Can Hire Garden City as Claims Agent
----------------------------------------------------
Taylor-Wharton International LLC, et al., have sought and obtained
the permission of the U.S. Bankruptcy Court for the District of
Delaware to hire The Garden City Group, Inc., as claims noticing
and balloting agent.

Garden City will:

     (i) prepare and serve some or all notices required in the
         Debtors Chapter 11 cases;

    (ii) maintain copies of proofs of claim and proofs of
         interest, maintain the official claims register, and
         maintain and an up-to-date list for all entities who have
         filed proofs of claim and/or requests for notices;

    (iv) assist the Debtors with the reconciliation and resolution
         of claims; and

     (v) mail and tabulate ballots for purposes of plan voting.

Garden City will be compensated based on the terms and conditions
set forth in the Bankruptcy Administration Agreement between the
Debtors and Garden City, a copy of which is available for free at:

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

Jeffrey S. Stein, a Vice President of Garden City, assures the
Court that the firm doesn't have interests adverse to the interest
of the Debtors' estates or of any class of creditors and equity
security holders.  Mr. Stein maintains that Garden City 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.


TELESAT CANADA: Bank Debt Trades at 6.39% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Telesat Canada is
a borrower traded in the secondary market at 93.61 cents-on-the-
dollar during the week ended Friday, Nov. 27, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.75 percentage points
from the previous week, The Journal relates.  The loan matures on
June 6, 2014.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among the 173 widely quoted syndicated loans, with five or
more bids, in secondary trading in the week ended Nov. 27.

Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the
world's fourth largest provider of fixed satellite services and
one of three companies operating on a global basis.  The company
has a fleet of 12 in-orbit satellites comprised of ten owned and
operated satellites, one satellite with a prepaid lease, and one
satellite leased from DIRECTV Inc.


TERRA ENERGY: Reports $331,301 Net Loss for September 30 Quarter
----------------------------------------------------------------
Terra Energy & Resource Technologies, Inc., reported a net loss of
$331,301 for the three months ended September 30, 2009, from a net
loss of $964,113 for the same period a year ago.  Terra Energy
reported a net loss of $2,700,354 for the nine months ended
September 30, 2009, from a net loss of $2,172,711 for the same
period a year ago.

Revenues for the three months ended September 30, 2009, were
$54,704 compared to $13,000 for the same period a year ago.
Revenues for the nine months ended September 30, 2009, were
$2,054,704 compared to $13,000 for the year ago.

At September 30, 2009, the Company had total assets of $1,416,657
against total liabilities of $2,057,592, all current.  At
September 30, 2009, the Company had accumulated deficit of
$23,599,275 and shareholders' deficit of $640,935.

On September 29, 2009, the Company granted to each of Alexandre
Agaian, the Company's President, and Dmitry Vilbaum, the Company's
Chief Executive Officer, stock options to purchase 4,500,000
shares of common stock, subject to vesting on October 29, 2009 and
exercisable for three years at $0.10 per share.

On September 30, 2009, pursuant to a subscription agreement, dated
as of September 21, 2009, with Arista Capital Group, Inc. the
Company sold 2,000,000 shares of common stock and 4,000,000 common
stock purchase warrants that are exercisable until September 30,
2012 at $0.05 per share, for the aggregate purchase price of
$100,000.  The Company applied the proceeds to its working
capital.

On October 22, 2009, the Company entered into an agreement with
McLan Accounting Services LLC, a financial and accounting
consultant, pursuant to which the Company agreed to pay half of
the fees due to the consultant through the issuance of shares of
common stock, based on the average market bid price during the 30
day period preceding the applicable invoice date.  In November
2009, the Company issued to the consultant 60,000 shares of common
stock in exchange for $3,000 in financial and accounting services.

On November 10, 2009, the Company sold to an accredited investor
400,000 shares of common stock for $20,000. The Company applied
the proceeds to its working capital.

                           Going Concern

The Company noted it has incurred substantial losses from
operations, sustained substantial cash outflows from operating
activities, and has both a significant working capital deficiency
and accumulated deficit at September 30, 2009 and at December 31,
2008.  Those factors raise substantial doubt about the Company's
ability to continue as a going concern.  The Company's continued
existence depends on its ability to obtain additional equity or
debt financing to fund its operations and ultimately to achieve
profitable operations.  The Company is attempting to raise
additional financing and has initiated a cost reduction strategy.
Given the Company's tight cash position, its ability to continue
as a going concern is dependent on the Company (1) raising
additional equity or debt financing or (2) the Company obtaining
sufficient fee revenue from service business to support the
operations of the Company.  There can be no assurance that the
Company will be successful in either effort.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4aa4

The Form 10-Q was filed on November 23, a week after the Company
said it would delay the filing of the report.  The Company had
said it needs additional time to complete its financial
statements, as well as to have the report reviewed by its
accountants and attorneys.

            About Terra Energy & Resource Technologies

Terra Energy & Resource Technologies, Inc., formerly CompuPrint,
Inc., through its wholly owned subsidiary, Terra Insight Services,
Inc., provides mapping, surveying, and analytical services to
exploration, drilling, and mining companies.  Prior to September
2008, the Company offered similar services through Terra Insight
Corporation.  The Company interprets geologic and satellite data
to improve the assessment of natural resources.  The Company
provides these services (1) to its customers for a cash fee and
(2) pursuant to joint venture arrangements in exchange for oil or
mineral rights, licenses for oil and mineral rights, or royalties
and working interests in exploration projects.  Prior to April 27,
2009, the Company provided services to its customers utilizing
services provided to the Company through an outsourcing
relationship with the Institute of Geoinformational Analysis of
the Earth, a related foreign entity controlled by an affiliate of
the Company.


THOMAS GAMBLE: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thomas M. Gamble
        5185 AL Hwy. 205 North
        Albertville, AL 35950

Bankruptcy Case No.: 09-43528

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Harry P. Long, Esq.
                  PO Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266
                  Email: hlonglegal@aol.com

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

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

According to the schedules, the Company has assets of $1,228,220
and total debts of $288,414.

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

            http://bankrupt.com/misc/alnb09-43528.pdf

The petition was signed by Mr. Gamble.


TROPICANA ENT: Court OKs Expansion of Cooper Work
-------------------------------------------------
Adamar of New Jersey Inc. and its affiliate obtained permission
from the Bankruptcy Court to:

  (i) expand the scope of their retention of Cooper,
      Levenson, April, Niedelman & Wagenheim, P.A., as special
      litigation counsel, to include representation of Mark
      Giannantonio and Tama Hughes in the Edwards State Court
      Action; and

(ii) pay the defense costs on behalf of the Key Personnel.

William and Caroline Edwards filed a prepetition lawsuit in the
Superior Court of New Jersey, Atlantic County, Law Division under
Docket No. ATL-L-1474/09 against the New Jersey Debtors, retired
New Jersey Supreme Court Justice Gary S. Stein, Ms. Hughes, Mr.
Giannantonio, the New Jersey Casino Control Commission, and NJ
Commission Chair Linda Kassekert.

The Bankruptcy Court entered an order on July 23, 2009,
preliminarily enjoining the Edwardses from proceeding in the
Edwards State Court Action until the later of the closing of the
Debtors' Section 363 sale of assets or October 31, 2009.  The
Injunction Order expressly states it is without prejudice to the
New Jersey Debtors' ability to seek an extension of the
preliminary injunction beyond October 31, 2009, should the
closing not occur before then, Justice Stein, as trustee and
conservator of Adamar of New Jersey, Inc., notes.

As of October 22, 2009, the closing on the sale of the New Jersey
Debtors' assets has not occurred, and the New Jersey Debtors are
in the process of evaluating whether an extension of the
preliminary injunction should be requested, Justice Stein
relates.

In the event the preliminary injunction is not extended beyond
October 31, 2009, the Key Personnel will be required to defend
the Edwards State Court Action.  The Key Personnel have chosen
Cooper Levenson as their counsel in the Edwards State Court
Action, according to Justice Stein.

The New Jersey Debtors maintain a practice of providing defense
to and funding settlements on behalf of their employees who are
named or sued individually in various types of matters while
acting within the scope of their employment, Justice Stein
informs the Court.

In accordance with the New Jersey Debtors' practice of
indemnifying their employees in the defense of litigation filed
against them while in the scope of their employment, the Debtors
wish to expand the scope of Cooper Levenson's retention to
include representation of the Key Personnel in the Edwards State
Court Action.

                   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 Court Approves AC Coin Stipulation
----------------------------------------------------
Before the Petition Date, Adamar of New Jersey Inc. and its unit
transacted business with Atlantic City Coin & Slot Service
Company, Inc.  In the ordinary course of business, the New Jersey
Debtors and AC Coin entered into a First Amendment to the Lease
Agreement by and between Adamar of New Jersey, Inc., and AC Coin,
dated March 5, 2008.

The First Amendment provides that the Debtors will purchase 165
leased reconditioned IGT slot machines and accompany accessories
from AC Coin for $781,000, in exchange for AC Coin forgiving the
final 11 months remaining on the original Lease Agreement.

In addition, AC Coin has agreed to withdraw all of its 12 claims
against the New Jersey Debtors except Claim No. 435 for $14,877,
and Claim No. 528 for $5,109.

In this regard, the New Jersey Debtors negotiated an agreement at
arm's-length with AC Coin to withdraw its Claims in consideration
for the New Jersey Debtors tendering the final installment of
$350,000 towards the purchase of the Equipment.

The terms of the stipulation and consent order between the
parties are:

  (a) After the filing of a withdrawal of all Claims, counsel to
      AC Coin will release from escrow the final installment of
      $350,000 towards the purchase of the Equipment;

  (b) AC Coin, to the extent applicable, waives all existing
      rights and remedies against the New Jersey Debtors for any
      breach arising from the New Jersey Debtors' failure to pay
      the final installment of $350,000 by October 9, 2009,
      under the First Amendment.  The waiver will not extend to
      or prejudice any rights of AC Coin with respect of any
      future breach by the New Jersey Debtors under the First
      Amendment.  That date is extended until October 23, 2009.

  (c) Notwithstanding anything to the contrary, the New Jersey
      Debtors are not stipulating to the allowance of Claim Nos.
      435 and 528.  The New Jersey Debtors reserve their rights
      to file an objection to those claims at a later time on
      any grounds that bankruptcy or non-bankruptcy law permits.

The New Jersey Debtors submitted an application in lieu of a
motion in support of their request to approve the Stipulation and
Consent Order among the parties.

                         *     *     *

Bankruptcy Judge Judith Wizmur has approved the Stipulation among
the New Jersey Debtors and Atlantic City Coin & Slot Service
Company, Inc., resolving the claims asserted by AC Coin.

In a separate filing, AC Coin withdrew 10 claims, aggregating
$3,270,003.  They are Claim Nos. 434, 440, 441, 442, 458, 529,
597, 598, 599, and 600.

                   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 Begin Omnibus Claims Objections
---------------------------------------------------------
In their first omnibus claims objection, Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc., ask the Court to
either disallow in their entirety, reduce, or reclassify 18
administrative expense claims asserted under Section 503(b)(9) of
the Bankruptcy Code on the grounds that the claims are not valid,
in whole or in part.

A list of the Administrative Expense Claims is available at no
charge at http://bankrupt.com/misc/TropiA_NJOmni1_503b9Claims.pdf

The New Jersey Debtors assert that the Disputed Claims should be
disallowed, in whole or in part, for these reasons:

  (i) the amount claimed contradicts the New Jersey Debtors'
      books and records,

(ii) the claims were incorrectly filed as secured,
      administrative or priority claims,

(iii) the claims do not include sufficient documentation to
      ascertain the validity of the claim, and

(iv) the claims seek recovery of amounts for which the New
      Jersey Debtors are not liable.

The New Jersey Debtors specifically ask the Court to:

  (a) reclassify two Invalid Section 503(b)(9) Administrative
      Expense Claims, aggregating $15,917, as unsecured non-
      priority claims;

  (b) reduce the amounts of 10 Partially Valid Section 503(b)(9)
      Administrative Expense Claims, aggregating $77,988.  The
      New Jersey Debtors further seek to reclassify the
      unsupported or invalid partially unsecured non-priority
      claims, which improperly assert administrative expense
      classification pursuant to Section 503(b)(9), subject to
      further reservation of rights;

  (c) reduce the amounts of three Partially Valid Section 503(b)
      (9) Administrative Expense Claims, aggregating $26,018.
      The New Jersey Debtors further seek to disallow and
      expunge the partially invalid disallowed claims, which
      improperly assert administrative expense classification
      pursuant to Section 503(b)(9);

  (d) disallow and expunge Claim No. 41, which asserts $7,131,
      in its entirety, for which no amount is owed; and

  (e) disallow and expunge two duplicate Invalid Section 503(b)
      (9) Administrative Expense Claims, aggregating $8,048, in
      their entirety.

                   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)


TXCO RESOURCES: West Face Owns 5.35% of Outstanding Stock
---------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, West Face Capital Inc., et al., disclosed that they
may be deemed to beneficially own shares of TXCO Resources Inc.'s
common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
West Face Capital Inc.                    2,061,000     5.35%
Gregory A. Boland                         2,061,000     5.35%

The number of shares of which each of West Face and Mr. Boland may
be deemed to be the beneficial owner constitutes approximately
5.35% of the total number of share outstanding.  Based upon the
information provided by TXCO Resources in its most recently-filed
reports on Form 10-Q, there were 38,552,309 share outstanding as
of November 5, 2009.

A full-text copy of West Face Capital Inc.'s Schedule 13G
is available for free at http://researcharchives.com/t/s?4abe

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


UNIFI INC: Buys Back Shares Held by Invemed at 10% Discount
-----------------------------------------------------------
Unifi, Inc., on November 25, 2009, entered into a Stock Purchase
Agreement with Invemed Catalyst Fund, L.P.  Pursuant to the Stock
Purchase Agreement, the Company agreed to purchase 1,885,000
shares of its common stock from the Fund for an aggregate purchase
price of $4,995,250.  The Company and the Fund negotiated the per
share purchase price of $2.65 per share based on an approximately
10% discount to the closing price of the Company's common stock on
November 24, 2009.

Kenneth G. Langone, a member of the Company's board of directors,
is the principal stockholder and Chief Executive Officer of
Invemed Securities, Inc., which is a managing member of Invemed
Catalyst GenPar, LLC, the general partner of the Fund.  William M.
Sams, a member of the Company's board of directors, is a limited
partner of the Fund. Neither Mr. Langone nor Mr. Sams was involved
in any decisions by the board of directors of the Company or any
committee thereof with respect to the stock purchase transaction
set forth herein.  Immediately following the purchase, Mr. Langone
will continue to beneficially own 1,757,900 shares of the
Company's common stock, or 2.9% of the total outstanding shares,
and Mr. Sams will continue to beneficially own 5,420,000 shares of
the Company's common stock, or 9.0% of the total outstanding
shares of the Company's common stock.

                           About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service revised Unifi, Inc.'s ratings outlook to
stable from negative.  Moody's affirmed the company's Caa1
Corporate Family and Probability of Default Ratings, and the Caa2
rating on its senior secured notes due 2014.


UNIVERSITY SHOPPES: Sec. 341 Meeting Set for December 16
--------------------------------------------------------
U.S. Trustee for Region 21 will convene a meeting of University
Shoppes, LLC's creditors on December 16, 2009, at 2:00 p.m. at
Claude Pepper Federal Bldg, 51 SW First Ave Room 1021, Miami, FL
33130.

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.

Miami Lakes, Florida-based University Shoppes, LLC, has filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. S.D.
Fla. Case No. 09-35544).  Paul DeCailly, Esq., who has an office
in Tampa, Florida, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


US FOODSERVICE: Bank Debt Trades at 16% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 84.20 cents-
on-the-dollar during the week ended Friday, Nov. 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.49
percentage points from the previous week, The Journal relates.
The loan matures on July 3, 2014.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B2 rating, while it is not rated by Standard &
Poor's.  The debt is one of the biggest gainers and losers among
the 173 widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 27.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


VIASPACE INC: Amends Securities Purchase Deal with Chang
--------------------------------------------------------
VIASPACE Inc. reports the Company and its majority owned
subsidiary, VIASPACE Green Energy Inc., a British Virgin Islands
international business company, on November 21, 2009, entered into
Amendment No. 4 to a Securities Purchase Agreement with Sung Hsien
Chang, an individual.

The Agreement was originally entered into on October 21, 2008, and
subsequently amended on June 22, 2009, August 21 and October 14.

VGE would acquire 100% of Inter-Pacific Arts Corp., a British
Virgin Islands international business company, and the entire
equity interest of Guangzhou Inter-Pacific Arts Corp., a Chinese
wholly owned foreign enterprise registered in Guangdong province
from Mr. Chang, the sole shareholder of IPA BVI and IPA China.  In
exchange, VIASPACE agreed to pay a combination of cash, and newly-
issued shares of VIASPACE and VGE stock.

IPA BVI and IPA China specialize in the manufacturing of high
quality, copyrighted, framed artwork sold in U.S. retail chain
stores.  IPA China also has a license to grow and sell a new fast-
growing hybrid grass to be used for production of biofuels and as
feed for livestock.

The acquisition of IPA BVI and IPA China was to be completed
through two closings.  At the first closing which took place on
October 21, 2008, VGE issued newly-issued shares to Mr. Chang and
his designees and VIASPACE issued shares of its common stock to
Mr. Chang and Licensor.  Mr. Chang delivered 70% of the
outstanding common stock of IPA BVI.

The second closing was originally scheduled to be held within 240
days after the first closing or June 21, 2009.  On June 22, 2009,
Amendment No. 1 to the Purchase Agreement extended the Second
Closing to August 21, 2009.  On August 21, 2009, Amendment No. 2
was entered into which extended the Second Closing to November 21,
2009.

Amendment No. 4 extended the Second Closing to November 26, 2009.
At the Second Closing, VIASPACE is to pay $4.8 million plus
Interest since the First Closing, in cash to Mr. Chang.

As required by the Purchase Agreement, VGE filed a Form S-1
Registration Statement with the Securities and Exchange Commission
on June 3, 2009, covering the resale of all or such maximum
portion of VGE common stock issued pursuant to the Purchase
Agreement as permitted by SEC regulations.  This Amendment extends
the Second Closing until November 26, 2009.  If VGE's Registration
Statement is declared effective by the SEC on or before
November 26, 2009, the Second Closing Deadline will be extended
until December 26, 2009.

                        3rd Quarter Results

On November 17, VIASPACE Inc. reported financial results for the
third quarter ended September 30, 2009.  The Company said total
revenues for the quarter were $1.23 million, including
$1.06 million from the late-2008 strategic acquisition of Inter-
Pacific Arts, and $171,000 primarily from Ionfinity's military
contracts for monitoring and detection systems.  Gross profit for
the quarter was $473,000, including $455,000 related to IPA.  For
third-quarter 2008, total revenues were $99,000, and gross profit
was $23,000.

Net loss for the quarter was $664,000, or $(0.00) per share,
compared to a net loss of $3.54 million, or $(0.01) per share for
third-quarter 2008.

At September 30, 2009, the Company had $18.8 million in total
assets, including $4.59 million in total current assets, against
$6.45 million in total liabilities, all current.  Consolidated
cash and cash equivalents were $1.2 million on September 30, 2009.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4aa2

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4aa3

                           Going Concern

During the audit of its consolidated financial statements for the
year ended December 31, 2008, the Company's auditors issued a
going concern audit opinion which raised doubt about the Company's
ability to continue as a going concern and fund cash requirements
for operations through March 31, 2010.  Beginning in the fourth
quarter of 2008, the Company has made major changes to address
this issue including laying off certain of its staff to reduce
operating expenses and selling non-core and as yet non-profitable
business units.  The Company is now focused primarily on three
main business units including the fuel cell business, grass
business and framed-artwork business.  During 2009, management of
the Company is focused on completing the Second Closing of the IPA
BVI and IPA China which requires a $4.8 million payment to Sung
Hsien Chang.  The Company said if the Second Closing is
accomplished, management believes it will be able to continue as a
going concern with no immediate need for additional outside
financing.

                        About VIASPACE Inc.

Based in Irvine, California, VIASPACE Inc. (OTCBB: VSPC) --
http://www.VIASPACE.com/-- is an alternative energy company
providing products and technology for renewable and clean energy
that reduce or eliminate dependence on fossil and high-pollutant
energy sources.  The Company provides raw material for cellulosic
biofuels and develops and markets fuel cell cartridges, products
and technology.  VIASPACE subsidiary Direct Methanol Fuel Cell
Corporation owns a portfolio of fuel cell patents licensed from
Pasadena-based California Institute of Technology (Caltech), which
manages NASA's Jet Propulsion Laboratory, where the direct
methanol fuel cell was invented.


VIRGIN MOBILE: Cancels Shares Issuable Under 2007 Incentive Plan
----------------------------------------------------------------
Virgin Mobile USA Inc. filed with the Securities and Exchange
Commission separate Post-Effective Amendment No. 1s relating to
the Company's:

     -- Registration Statement on Form S-8: Registration Statement
        333-160016, registering 5,000,000 shares of the Company's
        Class A common stock, par value $0.01 per share, for the
        Company's 2007 Omnibus Incentive Compensation Plan; and

     -- Registration Statement on Form S-8: Registration Statement
        333-146621, registering 7,726,384 shares of Class A common
        stock, par value $0.01 per share, for the Company's 2007
        Omnibus Incentive Compensation Plan.

On November 24, 2009, Virgin Mobile completed its merger with
Sprint Mozart, Inc., a wholly owned subsidiary of Sprint Nextel
Corporation, whereby Merger Sub merged with and into the Company
with the Company continuing as the surviving corporation in the
Merger as a wholly owned subsidiary of Sprint Nextel.  The Merger
was effected pursuant to an Agreement and Plan of Merger, dated as
of July 27, 2009, among the Company, Sprint Nextel and Merger Sub.

As a result of the Merger, the Company has terminated any offering
of the Company's securities pursuant to the Registration
Statement.  Any of the securities that had been registered for
issuance that remain unsold at the termination of the offering,
the Company removes from registration all of such securities of
the Company registered but remaining unsold under the Registration
Statement, if any.

                      About Virgin Mobile USA

Based in Warren, New Jersey, Virgin Mobile USA, Inc., is a mobile
virtual network operator, commonly referred to as an MVNO,
offering prepaid, or pay-as-you-go, and, following the acquisition
of Helio LLC in August 2008, postpaid wireless communications
services, including voice, data, and entertainment content,
without owning a wireless network.  The Company uses the "Virgin
Mobile" name and logo under license from Virgin Enterprises Ltd.
The Company offers its services over the nationwide Sprint PCS
network under the terms of the Amended and Restated PCS Services
Agreement between the Company and Sprint Nextel.  The Company
conducts its business within one operating segment.

Net income attributable to Virgin Mobile USA common stockholders
was $8.0 million for the three months ended September 30, 2009,
from net income of $3.7 million for the year ago period.  Net
income attributable to Virgin Mobile USA common stockholders was
$38.2 million for the nine months ended September 30, 2009, from
net income of $12.0 million for the year ago period.

Total operating revenue was $293.0 million for the three months
ended September 30, 2009, from $326.5 million for the same period
a year ago.  Total operating revenue was $937.9 million for the
nine months ended September 30, 2009, from $976.4 million for the
same period a year ago.

As of September 30, 2009, Virgin Mobile had $307.4 million in
total assets against $551.6 million in total liabilities.  As of
September 30, 2009, total deficit was $244.2 million.

                        About Sprint Nextel

Overland Park, Kansas-based Sprint Nextel Corporation --
http://www.sprint.com/-- offers a comprehensive range of wireless
and wireline communications services bringing the freedom of
mobility to consumers, businesses and government users.  Sprint
Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two wireless networks
serving more than 48 million customers at the end of the third
quarter of 2009 and the first and only 4G service from a national
carrier in the United States; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone.

As of September 30, 2009, the company had $55.648 billion in total
assets against $37.414 billion in total liabilities.  As of
September 30, 2009, the company had $5.9 billion in cash, cash
equivalents and short-term investments and $1.6 billion in
borrowing capacity available under its revolving bank credit
facility, for total liquidity of $7.5 billion.

                           *     *     *

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating.  Standard & Poor's Ratings Services said its rating
on Sprint Nextel (BB/Negative/--) is not affected by the company's
definitive agreement to acquire iPCS Inc.


VIRGIN MOBILE: Corvina, Branson Acquire Sprint Shares
-----------------------------------------------------
Corvina Holdings Limited, a British Virgin Islands corporation;
Cortaire Limited, a British Virgin Islands corporation; Gamay
Holdings Limited, a British Virgin Islands corporation; Virgin
Group Holdings Limited, a British Virgin Islands corporation; Sir
Richard Branson, a citizen of the United Kingdom; Cougar
Investments Limited, a Jersey company; Plough Investments Limited,
a Jersey company; Deutsche Bank Trustee Services (Guernsey)
Limited, a company governed under the laws of Guernsey, solely in
its capacity as trustee for The Virgo Trust, The Libra Trust, The
Jupiter Trust, The Mars Trust, The Venus Trust, The Leo Trust and
The Gemini Trust; and RBC Trustees (CI) Limited, a Jersey company,
solely in its capacity as trustee for The Aquarius Trust, The
Aries Trust, The Capricorn Trust, The Pisces Trust and The Saturn
Trust, reported that they no longer hold shares of Virgin Mobile
USA, Inc. Class A Common Stock, par value $0.01 per share.

Corvina et al. disclosed that they no longer own shares of Virgin
Mobile USA Class A Common Stock, Class C Common Stock or Series A
Preferred Stock by virtue of the conversion of each of the shares
into:

     (i) 1.2724 shares (or 1.3668 shares, in the case of Merger
         Shares) of Sprint Nextel Corporation common stock for
         each share of Class A Common Stock and Class C Common
         Stock of Virgin Mobile held by them, and

    (ii) 149.6941 shares of Sprint Nextel common stock for each
         share of Series A Preferred Stock of Virgin Mobile held
         by them,

in each case in connection with the with Sprint Nextel's
acquisition of Virgin Mobile pursuant to an Agreement and Plan of
Merger Agreement, dated July 27, 2009.

On October 10, 2009, Corvina purchased 1,333 shares of Class A
Common Stock of Virgin Mobile from each of (i) Mark Poole, and
(ii) Robert Samuelson, in each case for an aggregate purchase
price of $6,291.76, or $4.72 per share.  The purchase price was
paid in cash to each such seller on or about the date thereof.

On November 1, 2009, Corvina purchased 10,666 shares of Class A
Common Stock of Virgin Mobile from each of (i) Mark Poole, (ii)
Robert Samuelson, and (iii) Gordon McCallum, in each case for an
aggregate purchase price of $42,664, or $4.00 per share.  The
purchase price was paid in cash to each such seller on or about
the date thereof.

Upon the closing of the Merger, Corvina purchased (i) 24,001
shares of Class A Common Stock of Virgin Mobile from each of (x)
Mark Poole, and (y) Robert Samuelson, in each case for an
aggregate purchase price of $123,012.50, or approximately $5.13
per share, and (ii) 21,334 shares of Class A Common Stock of
Virgin Mobile from Gordon McCallum for an aggregate purchase price
of $109,342.50, or approximately $5.13 per share.  The purchase
price was paid in cash to each such seller on or about the date
thereof.

Sprint Ventures, Inc., disclosed it no longer holds Virgin Mobile
USA shares.

As of November 24, 2009, SK Telecom Co., Ltd., no longer
beneficially owns any of Virgin Mobile USA Class A common stock
and no longer has sole or shared power, directly or indirectly, to
vote or direct the vote or to dispose or direct the disposition of
any shares of the Class A common stock of Virgin Mobile USA.  As
of November 24, 2009, Helio, Inc., no longer beneficially owns any
of the Class A common stock and no longer has sole or shared
power, directly or indirectly, to vote or direct the vote or to
dispose or direct the disposition of any shares of the Class A
common stock of Virgin Mobile USA.

In connection with the Merger:

     -- each share of Class A Common Stock issued and outstanding
        immediately prior to the Effective Time held by:

        * the Virgin Group was converted into 1.2724 Sprint Nextel
          Shares (and cash in lieu of fractional shares);

        * SK Telecom was converted into 1.2279 Sprint Nextel
          Shares (and cash in lieu of fractional shares); and

        * stockholders of Virgin Mobile, other than the Virgin
          Group, SK Telecom and the Reporting Persons, was
          converted into 1.3668 Sprint Nextel Shares (and cash in
          lieu of fractional shares);

     -- each share of Class C Common Stock issued and outstanding
        immediately prior to the Effective Time held by the
        Virgin Group was converted into 1.2724 Sprint Nextel
        Shares;

     -- each share of Preferred Stock issued and outstanding
        immediately prior to the Effective Time held by:

        * the Virgin Group was converted into 149.6941 Sprint
          Nextel Shares (and cash in lieu of fractional shares);

        * SK Telecom was converted into 144.4588 Sprint Nextel
          Shares (and cash in lieu of fractional shares);

     -- each share of Class B Common Stock was cancelled without
        any conversion thereof and no consideration delivered in
        respect thereto;

     -- each share of Virgin Mobile held in the treasury was
        cancelled without any conversion thereof and no
        consideration delivered in respect thereto; and

     -- each Vrgin Mobile Share owned by Sprint Nextel and the
        Merger Sub or beneficially owned by any direct or indirect
        wholly owned subsidiary of Sprint Ventures or Virgin
        Mobile was canceled without any conversion thereof and no
        consideration delivered in respect thereto.

                      About Virgin Mobile USA

Based in Warren, New Jersey, Virgin Mobile USA, Inc., is a mobile
virtual network operator, commonly referred to as an MVNO,
offering prepaid, or pay-as-you-go, and, following the acquisition
of Helio LLC in August 2008, postpaid wireless communications
services, including voice, data, and entertainment content,
without owning a wireless network.  The Company uses the "Virgin
Mobile" name and logo under license from Virgin Enterprises Ltd.
The Company offers its services over the nationwide Sprint PCS
network under the terms of the Amended and Restated PCS Services
Agreement between the Company and Sprint Nextel.  The Company
conducts its business within one operating segment.

Net income attributable to Virgin Mobile USA common stockholders
was $8.0 million for the three months ended September 30, 2009,
from net income of $3.7 million for the year ago period.  Net
income attributable to Virgin Mobile USA common stockholders was
$38.2 million for the nine months ended September 30, 2009, from
net income of $12.0 million for the year ago period.

Total operating revenue was $293.0 million for the three months
ended September 30, 2009, from $326.5 million for the same period
a year ago.  Total operating revenue was $937.9 million for the
nine months ended September 30, 2009, from $976.4 million for the
same period a year ago.

As of September 30, 2009, Virgin Mobile had $307.4 million in
total assets against $551.6 million in total liabilities.  As of
September 30, 2009, total deficit was $244.2 million.

                        About Sprint Nextel

Overland Park, Kansas-based Sprint Nextel Corporation --
http://www.sprint.com/-- offers a comprehensive range of wireless
and wireline communications services bringing the freedom of
mobility to consumers, businesses and government users.  Sprint
Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two wireless networks
serving more than 48 million customers at the end of the third
quarter of 2009 and the first and only 4G service from a national
carrier in the United States; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone.

As of September 30, 2009, the company had $55.648 billion in total
assets against $37.414 billion in total liabilities.  As of
September 30, 2009, the company had $5.9 billion in cash, cash
equivalents and short-term investments and $1.6 billion in
borrowing capacity available under its revolving bank credit
facility, for total liquidity of $7.5 billion.

                           *     *     *

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating.  Standard & Poor's Ratings Services said its rating
on Sprint Nextel (BB/Negative/--) is not affected by the company's
definitive agreement to acquire iPCS Inc.


VIRGIN MOBILE: NYSE to Delist Class A Shares on December 7
----------------------------------------------------------
The New York Stock Exchange has notified the Securities and
Exchange Commission of its intention to remove the entire class of
Class A Common Stock of Virgin Mobile USA, Inc., from listing and
registration on the Exchange at the opening of business on
December 7, 2009, pursuant to the provisions of Rule 12d2-2 (a).
"[X ] 17 CFR 240.12d2-2(a)(3) That on December 7, 2009, the
instruments representing the securities comprising the entire
class of this security came to evidence, by operation of law or
otherwise, other securities in substitution therefore and
represent no other right except, if such be the fact, the right to
receive an immediate cash payment," according to the NYSE's
notice.

The merger between Virgin Mobile USA, Inc., and Sprint Nextel
Corporation became effective on November 24.

Each share of Common Stock of Virgin Mobile USA was converted for
1.2724 shares of Sprint Nextel Common Stock.  The Exchange also
notified the Commission that as a result of the indicated
conditions the Virgin Mobile common stock was suspended from
trading on November 25, 2009.

                      About Virgin Mobile USA

Based in Warren, New Jersey, Virgin Mobile USA, Inc., is a mobile
virtual network operator, commonly referred to as an MVNO,
offering prepaid, or pay-as-you-go, and, following the acquisition
of Helio LLC in August 2008, postpaid wireless communications
services, including voice, data, and entertainment content,
without owning a wireless network.  The Company uses the "Virgin
Mobile" name and logo under license from Virgin Enterprises Ltd.
The Company offers its services over the nationwide Sprint PCS
network under the terms of the Amended and Restated PCS Services
Agreement between the Company and Sprint Nextel.  The Company
conducts its business within one operating segment.

Net income attributable to Virgin Mobile USA common stockholders
was $8.0 million for the three months ended September 30, 2009,
from net income of $3.7 million for the year ago period.  Net
income attributable to Virgin Mobile USA common stockholders was
$38.2 million for the nine months ended September 30, 2009, from
net income of $12.0 million for the year ago period.

Total operating revenue was $293.0 million for the three months
ended September 30, 2009, from $326.5 million for the same period
a year ago.  Total operating revenue was $937.9 million for the
nine months ended September 30, 2009, from $976.4 million for the
same period a year ago.

As of September 30, 2009, Virgin Mobile had $307.4 million in
total assets against $551.6 million in total liabilities.  As of
September 30, 2009, total deficit was $244.2 million.

                        About Sprint Nextel

Overland Park, Kansas-based Sprint Nextel Corporation --
http://www.sprint.com/-- offers a comprehensive range of wireless
and wireline communications services bringing the freedom of
mobility to consumers, businesses and government users.  Sprint
Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two wireless networks
serving more than 48 million customers at the end of the third
quarter of 2009 and the first and only 4G service from a national
carrier in the United States; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone.

As of September 30, 2009, the company had $55.648 billion in total
assets against $37.414 billion in total liabilities.  As of
September 30, 2009, the company had $5.9 billion in cash, cash
equivalents and short-term investments and $1.6 billion in
borrowing capacity available under its revolving bank credit
facility, for total liquidity of $7.5 billion.

                           *     *     *

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating.  Standard & Poor's Ratings Services said its rating
on Sprint Nextel (BB/Negative/--) is not affected by the company's
definitive agreement to acquire iPCS Inc.


VISTEON CORP: Bank Debt Trades at 9% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Visteon
Corporation is a borrower traded in the secondary market at 91.20
cents-on-the-dollar during the week ended Friday, Nov. 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increrase of 0.50
percentage points from the previous week, The Journal relates.
The loan matures on May 30, 2013.  Visteon pays 300 basis points
above LIBOR to borrow under the facility.  Moody's has withdrawn
its rating on the bank debt and it is not rated by Standard &
Poor's.  The debt is one of the biggest gainers and losers among
the 173 widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 27.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WARNER MUSIC: Posts $100 Million Net Loss for Fiscal Year 2009
--------------------------------------------------------------
Warner Music Group Corp. reported a net loss of $18 million for
the fiscal fourth quarter ended September 30, 2009, from net
income of $6 million for the same period a year ago.  Warner
posted wider net loss of $100 million for the fiscal year ended
September 30, 2009, from net loss $56 million for fiscal 2008.

For the quarter, revenue grew 0.8% to $861 million from $854
million in the prior-year quarter, and was up 4.7% on a constant-
currency basis.  This performance primarily reflected the
company's strong release schedule in the quarter, tempered by
continued general economic pressures and the transition from
physical sales to digital sales in the recorded music industry.
International revenue rose 8.8%, or 17.8% on a constant-currency
basis, while domestic revenue declined 7.4%.  Revenue growth in
Japan, France, Germany, the U.K., Italy and Spain was partially
offset by weakness in the U.S. and Latin America. Digital revenue
of $184 million grew 10.2% over the prior-year quarter, or 11.5%
on a constant-currency basis.  Digital revenue grew 5.1%
sequentially from the third quarter of fiscal 2009, or 2.8% on a
constant-currency basis, and represented 21.4% of total revenue
for the quarter.

For the fiscal year, revenue declined 9.0% to $3,176 million from
$3,491 million in the prior year, and was down 3.4% on a constant-
currency basis. This performance primarily reflected general
economic pressures and the transition from physical sales to
digital sales in the recorded music industry. Domestic revenue
declined 11.8% while international revenue decreased 6.6%, but
grew 4.4% on a constant-currency basis due primarily to an
increase in revenue from the company's European concert promotion
business.  Digital revenue of $703 million grew 10.0% over the
prior-year quarter, or 13.5% on a constant-currency basis, and
represented 22.1% of total revenue.

At September 30, 2009, the Company had $4.07 billion in total
assets against $4.21 billion in total liabilities, resulting in
$143 million stockholders' deficit.  The September 30, 2009
balance sheet showed strained liquidity: The Company had $1.22
billion in total current assets against $1.87 billion in total
current liabilities.

The company reported a cash balance of $384 million as of
September 30, 2009.  As of September 30, 2009, the company
reported total long-term debt of $1.94 billion and net debt (total
long-term debt minus cash) of $1.56 billion.  Net debt at
September 30, 2008 was $1.85 billion.

For the quarter, net cash provided by operating activities was $36
million compared to $119 million in the prior-year quarter. The
decline in operating cash flow was largely related to our
anticipated back-end weighted release schedule, which resulted in
negative working capital due to an increase in accounts
receivable.  Free Cash Flow (defined as cash flow from operations
less capital expenditures and cash paid or received for
investments) was $20 million, compared to $100 million in the
comparable fiscal 2008 quarter.  Unlevered After-Tax Cash Flow
(defined as Free Cash Flow excluding cash interest paid) was $20
million, compared to $122 million in the comparable fiscal 2008
quarter.

                     About Warner Music Group

New York-based Warner Music Group Corp. (NYSE: WMG) became the
only stand-alone music company to be publicly traded in the United
States in May 2005.  With its broad roster of new stars and
legendary artists, Warner Music Group is home to a collection of
the best-known record labels in the music industry including
Asylum, Atlantic, Cordless, East West, Elektra, Nonesuch, Reprise,
Rhino, Roadrunner, Rykodisc, Sire, Warner Bros. and Word.  Warner
Music International operates through numerous international
affiliates and licensees in more than 50 countries.  Warner Music
Group also includes Warner/Chappell Music, one of the world's
leading music publishers, with a catalog of more than one million
copyrights worldwide.


WASHINGTON MUTUAL: Gets Plan Exclusivity Until January 19
---------------------------------------------------------
Judge Mary S. Walrath further extended the exclusive rights
Washington Mutual Inc. and its units to:

  (a) file a plan of reorganization through January 19, 2010;
      and

  (b) solicit acceptances of that plan through March 22, 2010.

The Debtors related that they needed the Exclusive Periods
Extension because they are "in the midst of separate
complex adversary proceedings and litigations" involving the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., in relation to "unresolved contingencies" that largely
resulted from the seizure and sale of substantially all of
Washington Mutual Bank's assets in September 2008.

The Debtors noted that they did not receive objections to their
Exclusive Periods extension request.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WASHINGTON MUTUAL: Stipulation Resolving BNY's Claims for $4.1BB
----------------------------------------------------------------
The Debtors and The Bank of New York Mellon Trust Company, N.A.,
as successor indenture trustee under the Senior Debt Securities
Indenture, dated as of August 19, 1999, as supplemented, ask the
Court to approve their stipulation, which provides for the
resolution of BNY Mellon's claims arising from the Notes issued
pursuant to the Indenture.

BNY Mellon's Original Claims under the Indenture relate to:

                                       Claimed       Claimed
Notes Issuance  Maturity Date         Principal     Interest
--------------  -------------        ------------   ----------
4.0% Notes      January 15, 2009     $805,172,000   $6,351,912
4.2% Notes      January 15, 2010     $504,419,000   $4,178,270
5.5% Notes      August 24, 2011      $361,390,000   $1,766,795
5.0% Notes      March 22, 2012       $375,700,000     $208,722
5.25% Notes     September 15, 2017   $730,240,000   $1,171,426
Floating Rate   August 24, 2009      $358,645,000     $970,042
Floating Rate   January 15, 2010     $175,500,000   $1,099,877
Floating Rate   March 22, 2012       $363,350,000     $141,454
Floating Rate   September 17, 2012   $446,815,000     $359,267

In addition to the Notes Claims, BNY Mellon asserted claims:

  (i) as indenture trustee pursuant to an indenture, dated
      May 1, 1999, as supplemented, with Washington Mutual Bank,
      as successor to Providian Financial Corporation, with
      respect to 2.75% Convertible Cash to Accreting Senior
      Notes due March 15, 2016 for certain amounts due and owing
      pursuant to the Providian Indenture;

(ii) as Property Trustee under an Amended and Restated
      Declaration of Trust, dated April 30, 2001, with respect
      to the 5.375% Junior Subordinated Deferrable Interest
      Debentures due 2041; and

(iii) for the continuing accrual of interest and various other
      unliquidated amounts due and owing under the Indenture.

Upon review and analysis of BNY Mellon's Claims, the Debtors
noted that the claims should be allowed in different amounts.

As a result of parties' discussions to resolve the discrepancy,
the Debtors and BNY Mellon agreed to reduce the Claims to a total
of $4,132,421,619, in these individual amounts:

                                         Allowed
   Notes       Maturity      Allowed     Accrued     Allowed
  Issuance       Date       Principal   Interest   Total Amount
------------   --------  ------------  ----------  ------------
4.0% Notes     01/15/09  $804,984,292  $6,351,912  $811,336,205
4.2% Notes     01/15/10  $504,220,132  $4,178,270  $508,398,402
5.5% Notes     08/24/11  $361,181,452  $1,766,795  $362,948,248
5.0% Notes     03/22/12  $374,791,867    $208,722  $375,000,590
5.25% Notes    09/15/17  $726,744,896  $1,171,426  $727,916,323
Floating Rate  08/24/09  $358,645,000    $911,252  $359,556,252
Floating Rate  01/15/10  $175,500,000  $1,099,878  $176,599,878
Floating Rate  03/22/12  $363,350,000    $141,454  $363,491,454
Floating Rate  09/17/12  $446,815,000    $359,267  $447,174,267

Pursuant to the Stipulation, BNY Mellon will file a proof of
claim against WaMu, which will be deemed to relate back to the
Indenture Trustee Claim and therefore, be timely and properly
filed.  The Claim will also be limited in scope and amount to the
assertion of the (i) Providian Notes Claim, (ii) Junior
Subordinated Debentures Claim, and (iii) Unliquidated Claims,
which consequently, will be deemed severed from the Indenture
Trustee Claim.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WASHINGTON MUTUAL: Receiver Wants Claims Set Off With JPM Deposits
------------------------------------------------------------------
In September 2008, the Federal Deposit Insurance Corporation was
appointed by the Office of Thrift Supervision as receiver for
Washington Mutual Bank.  Thereafter, the FDIC-Receiver sold
substantially all of WMB's assets to JPMorgan Chase Bank pursuant
to a Purchase and Acquisition Agreement.

Thomas R. Califano, Esq., at DLA Piper LLP (US), in New York,
relates that the Debtors have sued the FDIC-Receiver in the U.S.
District Court for the District of Columbia with respect to their
disallowed claims against the receivership of WMB.  Likewise, the
FDIC-Receiver, as successor by operation of law to WMB, has
asserted substantial claims against Washington Mutual Inc., and
WMI Investment Corp., in the D.C. Action and WaMu's Chapter 11
cases.  Similarly, JPMorgan asserted substantial claims against
the Debtors.

Specifically, the FDIC-Receiver's claims and counterclaims
against the Debtors include:

  * claims for tax-related assets owned by WMB for at least
    $4,269,507,909;

  * claims for recovery of six series of Trust Securities issued
    by Washington Mutual Preferred Funding LLC, with a
    liquidation preference of $4 billion which the Debtors are
    allegedly wrongfully withholding from WMB in violation of a
    capital maintenance commitment to their banking regulators;

  * claims for intercompany amounts owed by WMI to WMB for
    approximately $310,761,000;

  * claims to the funds held in the disputed deposit accounts,
    including the Disputed Deposit Balances, to the extent the
    Funds constituted WMB's property;

  * unliquidated claims for WaMu's failure to adequately
    maintain the capital of WMB;

  * claims for recovery of unlawful dividends and fraudulent
    transfers obtained by WMI from WMB including dividends of
    at least $10.5 billion and at least $922 million in
    fraudulently recharacterized accounting entries;

  * unliquidated claims for WMB's share of litigation recoveries
    in pending actions against the United States of America; and

  * claims to proceeds under certain insurance policies under
    which WMB was a named insured; and

  * various additional claims.

"The FDIC-Receiver's Claims against the Debtors could and would
form the basis for setoff under Section 553 of the Bankruptcy
Code against certain disputed deposit balances in five accounts
with account numbers ending in 4234, 1206, 0667, 9626, and 9663,
currently being held by JPMC purportedly in the name of WaMu,"
according to Mr. Califano.

The Disputed Deposit Balances, aggregating $4 billion, are also
the central issue in the turnover action litigated in the U.S.
Bankruptcy Court for the District of Delaware, captioned
Washington Mutual, Inc. and WMI Investment Corp., v. JPMorgan
Chase Bank National Association, which tackles WaMu's request for
the turnover.

By this motion, the FDIC-Receiver asks Judge Mary F. Walrath of
U.S. Bankruptcy Court for the District of Delaware to modify the
automatic stay pursuant to Section 362 of the Bankruptcy Code to
permit it to direct (i) JPMC to return the Disputed Deposit
Balances and (ii) third parties to take necessary actions to
effectuate the return of those Balances in accordance with the
P&A Agreement.

Once returned, the Disputed Deposit Balances will be an
obligation of the FDIC-Receiver and the cash and cash equivalents
equal to those balances will be held in non-interest bearing
segregated accounts at a Federal Home Loan Bank until the pending
litigation among the parties has been resolved and the scope of
the FDIC-Receiver's set-off rights has been determined, Mr.
Califano tells the Court.

Mr. Califano asserts that modification of the automatic stay is
necessary to preserve the FDIC-Receiver's set-off rights until
the parties' competing claims in all pending litigation have been
resolved and the amount of FDIC-Receiver's liquidated claim
against WMI has been determined.

"The FDIC-Receiver is not at this time seeking authorization to
exercise any set-off rights it may have with respect to the
Disputed Deposit Balances once in its possession," Mr. Califano
clarifies.  "Rather, the FDIC-Receiver simply seeks to preserve
the status quo until the parties' claims can be fully and finally
adjudicated."

                 Debtors and Noteholders Object

The Debtors contend that FDIC-Receiver's request to invoke the
P&A Agreement to assert its purported set-off rights to the
Disputed Deposit Balances would thwart, hinder and delay their
efforts to finally recover liquid assets for the benefit of their
estates.

The FDIC Motion ignore the fact that 85% of the Balances were
never, in any way, touched by the Receivership, and were
therefore, never the subject of the P&A Agreement," Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, reasons out.

Moreover, the FDIC-Receiver's lift stay request significantly
prejudices the Debtors' estates, Mr. Collins argues.

In support of the Debtors' objection, the Washington Mutual, Inc.
Noteholders Group, which holds $2 billion in outstanding debt
securities issued by WaMu, says that there is no prejudice if the
FDIC-Receiver's request is denied and the stay is affirmed.

"The FDIC has repeatedly represented that it does not intend to
interfere with the administration of [Wamu's] cases, and it has
never sought to exercise its purported rights under the P&A
Agreement against the Deposits until now," Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, in Wilmington, Delaware, points out,
on behalf of the Noteholders Group.  The FDIC's request "is
clearly an act of gamesmanship that jeopardizes the Debtors'
ability to reorganize," Mr. Schlerf says.

                      Objections are Meritless,
                   JPMorgan & Bondholders Contend

JPMorgan, for its part, noted that it has no objections to the
FDIC-Receiver's request because it "does not seek to resolve any
of the issues concerning the ownership of any funds in the
Disputed Accounts," and merely seeks to preserve the FDIC's
rights of set-off against the liabilities, if any.  In addition,
the FDIC-Receiver specifically contemplates the protection of
JPMorgan's rights with respect to the Balances, Adam G. Landis,
Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware, points
out, on behalf of JPMorgan.

JPMorgan believes that the terms of the FDIC-Receiver's request
does not seek to adversely affect rights of any party, including
its own right to a property interest in or set-off right against
the Disputed Accounts.

Certain holders of WMB-issued senior notes agree with JPMorgan's
statements.

Certain bondholders contend that by objecting to the FDIC-
Receiver's request, the Debtors are unjustly attacking the
government agency with duties as receiver to WMB's creditors.
The Objecting Bank Bondholders are Bank of Scotland pIc; HFR ED
Select Fund IV Master Trust; Lyxor/York Fund Limited; Marathon
Credit Opportunity Master Fund, Ltd.; Marathon Special
Opportunity Master Fund, Ltd.; Permal York Ltd.; The Yarde Fund,
L.P.; The Yarde Fund VI-A, L.P.; The Yarde Fund VII-B, L.P.; The
Yarde Fund VIII, L.P.; The Yarde Fund IX, L.P.; The Yarde Fund
IX-A, L.P.; Yarde Investment Partners (Offshore) Master, L.P.;
Yarde Investment Partners, L.P.; York Capital Management, L.P.;
York Credit Opportunities Fund, L.P.; York Credit Opportunities
Master Fund, L.P.; York Investment Master Fund, L.P.; York
Select, L.P.; and York Select Master Fund, L.P.

"Denial of the FDIC-Receiver's request, the claims of the WMB
Receivership, which are secured by the FDIC's rights of set-off
against the Disputed Deposit Balances, could be converted to
general unsecured claims, which almost certainly will not be paid
in full," Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, tells Judge Walrath, on
behalf of the Objecting Bondholders.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WILLIAM TRIGG BROWDER: Case Summary & 2 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: William Trigg Browder
        1433 Wakerobin Court
        Fort Collins, CO 80526

Bankruptcy Case No.: 09-35199

Chapter 11 Petition Date: November 25, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Nick Wimmershoff, Esq.
                  4747 Franklin Dr.
                  Boulder, CO 80301
                  Tel: (303) 776-5900
                  Email: wimbank1@aol.com

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

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

A full-text copy of Mr. Browder's petition, including a list of
his 2 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cob09-35199.pdf

The petition was signed by Mr. Browder.


* Retailers Post 0.5% Gain as Friday Shoppers Grab Discounts
------------------------------------------------------------
A National Retail Federation survey conducted on Black Friday and
the weekend after Thanksgiving said that in line with
expectations: more people spent less.

According to NRF's Black Friday shopping survey, conducted by
BIGresearch, 195 million shoppers visited stores and Web sites
over Black Friday weekend, up from 172 million last year.
However, the average spending over the weekend dropped to $343.31
per person from $372.57 a year ago.  Total spending reached an
estimated $41.2 billion, a 0.5% from $41 billion last year.

"Shoppers proved this weekend that they were willing to open their
wallets for a bargain, heading out to take advantage of great
deals on less expensive items like toys, small appliances and
winter clothes," said Tracy Mullin, NRF President and CEO. "While
retailers are encouraged by the number of Americans who shopped
over Black Friday weekend, they know they have their work cut out
for them to keep people coming back through Christmas. Shoppers
can continue to expect retailers to focus on low prices and
bargains through the end of December."

Shoppers' destination of choice over the past weekend seemed to be
department stores, with nearly half (49.4%) of holiday shoppers
visiting at least one, a 12.9% increase from last year.  Discount
retailers took an uncharacteristic back seat, with 43.2% of
holiday shoppers heading to discount stores over the weekend and
another 7.8% heading to outlet stores.  Shoppers also visited
electronics stores (29.0%), clothing stores (22.9%), and grocery
stores (19.6%).  As millions of shoppers gear up for Cyber Monday,
one-fourth of Americans shopping over the weekend (28.5%) were
shopping online.

"In an economy like this one, every retailer wants to be a
discounter," said Tracy Mullin, NRF President and CEO.
"Department stores have done an admirable job touting both low
prices and good quality, which are important requirements for
holiday shoppers on a budget."

According to the survey, nearly one-third (32.2%) of shoppers
purchased toys, an increase of 12.9% from last year.
Additionally, more people purchased sporting goods (12.6% vs.
11.4% last year), personal care or beauty items (22.4% vs. 19.0%)
and gift cards (21.2% vs. 18.7%).  The most popular purchases were
of clothing (0.9%) and books (40.3%), which remained nearly
unchanged over last year.

In order to nab the best holiday items, more shoppers headed out
for bargains while it was still dark outside.  According to the
survey, nearly one-third of shoppers (31.2%) were at the stores by
5 a.m., compared with 23.3% who were at stores by that time last
year.

"During a more robust economy, people may be inclined to hit the
"snooze" button on Black Friday, but high unemployment and a focus
on price caused shoppers to visit stores early in anticipation of
the best deals," said Phil Rist, Executive Vice President,
Strategic Initiatives, BIGresearch.

According to Bloomberg News, Wal-Mart Stores Inc., the world's
largest retailer, attracted consumers with $298 Hewlett-Packard
laptop computers and other specials that went on sale at 5 a.m.
Best Buy Inc., the biggest electronics chain, used $547.99 42-inch
Samsung flat-panel TVs to lure shoppers grappling with the highest
unemployment in 26 years.  The retailer had bigger early-morning
crowds than last year, CEO Brian Dunn said.

The National Retail Federation is the world's largest retail trade
association, with membership that comprises all retail formats and
channels of distribution including department, specialty,
discount, catalog, Internet, independent stores, chain
restaurants, drug stores and grocery stores as well as the
industry's key trading partners of retail goods and services.


* BOND PRICING -- For the Week From November 23 to 27, 2009
-----------------------------------------------------------
   Company          Coupon      Maturity  Bid Price
   -------          ------      --------  ---------
155 E TROPICANA       8.75%     04/01/12      21.00
ABITIBI-CONS FIN      7.88%     08/01/09       9.00
ADVANTA CAP TR        8.99%     12/17/26       5.00
ALERIS INTL INC      10.00%     12/15/16       0.49
AMBAC INC             9.38%     08/01/11      47.00
AMBASSADORS INTL      3.75%     04/15/27      49.00
AMER GENL FIN         5.65%     07/15/10      79.00
ANTHRACITE CAP       11.75%     09/01/27      20.00
APRIA HEALTHCARE      3.38%     09/01/33      58.00
ASSOC MATERIALS       9.75%     04/15/12     101.94
B&G FOODS INC        12.00%     10/30/16       1.00
BANK NEW ENGLAND      8.75%     04/01/99       7.00
BANK NEW ENGLAND      9.88%     09/15/99      10.75
BANKUNITED FINL       3.13%     03/01/34       6.88
BANKUNITED FINL       6.37%     05/17/12       5.30
BLOCKBUSTER INC       9.00%     09/01/12      51.57
BOWATER INC           6.50%     06/15/13      25.00
BOWATER INC           9.38%     12/15/21      25.00
BOWATER INC           9.50%     10/15/12      25.00
BROOKSTONE CO        12.00%     10/15/12      52.00
CALLON PETROLEUM      9.75%     12/08/10      66.50
CAPMARK FINL GRP      5.88%     05/10/12      19.00
CCH I LLC             9.92%     04/01/14       0.50
CCH I LLC            10.00%     05/15/14       1.00
CCH I LLC            11.13%     01/15/14       2.00
CCH I LLC            11.75%     05/15/14       1.00
CCH I LLC            12.13%     01/15/15       1.19
CCH I/CCH I CP       11.00%     10/01/15      18.50
CCH I/CCH I CP       11.00%     10/01/15      18.00
CENTENNIAL-CALL       8.13%     02/01/14     104.22
CHAMPION ENTERPR      2.75%     11/01/37      10.63
CHARTER COMM HLD      9.63%     11/15/09       2.11
CHARTER COMM INC      6.50%     10/01/27      33.75
CIT GROUP INC         4.05%     02/15/10      69.25
CIT GROUP INC         4.25%     02/01/10      70.00
CIT GROUP INC         4.25%     09/15/10      66.50
CIT GROUP INC         4.30%     03/15/10      68.13
CIT GROUP INC         4.30%     06/15/10      65.50
CIT GROUP INC         4.35%     06/15/10      67.34
CIT GROUP INC         4.45%     05/15/10      66.73
CIT GROUP INC         4.60%     08/15/10      68.13
CIT GROUP INC         4.75%     12/15/10      64.50
CIT GROUP INC         4.85%     03/15/10      66.25
CIT GROUP INC         4.90%     03/15/10      68.00
CIT GROUP INC         4.90%     12/15/10      67.89
CIT GROUP INC         4.90%     03/15/11      66.00
CIT GROUP INC         5.00%     12/15/10      68.13
CIT GROUP INC         5.05%     02/15/10      67.89
CIT GROUP INC         5.05%     03/15/10      68.25
CIT GROUP INC         5.05%     11/15/10      69.00
CIT GROUP INC         5.05%     12/15/10      69.00
CIT GROUP INC         5.15%     02/15/10      69.00
CIT GROUP INC         5.15%     03/15/10      68.00
CIT GROUP INC         5.15%     02/15/11      68.00
CIT GROUP INC         5.15%     02/15/11      69.25
CIT GROUP INC         5.20%     11/03/10      70.00
CIT GROUP INC         5.25%     05/15/10      68.10
CIT GROUP INC         5.25%     09/15/10      67.63
CIT GROUP INC         5.25%     11/15/10      68.13
CIT GROUP INC         5.25%     11/15/10      68.13
CIT GROUP INC         5.25%     11/15/10      68.00
CIT GROUP INC         5.25%     12/15/10      65.50
CIT GROUP INC         5.30%     06/15/10      65.00
CIT GROUP INC         5.40%     05/15/11      58.00
CIT GROUP INC         5.45%     08/15/10      68.00
CIT GROUP INC         5.50%     08/15/10      68.90
CIT GROUP INC         6.10%     03/15/67       9.35
CIT GROUP INC         6.25%     02/15/10      68.00
CIT GROUP INC         6.50%     02/15/10      67.88
CIT GROUP INC         6.50%     03/15/10      67.75
CIT GROUP INC         6.50%     12/15/10      68.00
CIT GROUP INC         6.50%     01/15/11      67.00
CIT GROUP INC         6.50%     03/15/11      68.25
CIT GROUP INC         6.60%     02/15/11      69.00
CIT GROUP INC         6.75%     03/15/11      68.50
CIT GROUP INC        12.00%     12/18/18      25.00
CIT GROUP INC        12.00%     12/18/18      28.08
CITADEL BROADCAS      8.00%     02/15/11      17.50
COLLEGIATE PAC        5.75%     12/01/09      99.88
COLLINS & AIKMAN     10.75%     12/31/11       0.01
COLLINS & AIKMAN     12.88%     08/15/12       1.00
COLONIAL BANK         6.38%     12/01/15       0.26
COMPUDYNE CORP        6.25%     01/15/11      39.50
CONGOLEUM CORP        8.63%     08/01/08      20.00
COOPER-STANDARD       8.38%     12/15/14      21.55
CREDENCE SYSTEM       3.50%     05/15/10      62.00
DECODE GENETICS       3.50%     04/15/11       6.00
DECODE GENETICS       3.50%     04/15/11       7.00
DPH-CNCL10/09         6.50%     08/15/13       1.00
DPH-CNCL10/09         8.25%     10/15/33       0.00
DEX MEDIA INC         8.00%     11/15/13      20.73
DEX MEDIA INC         9.00%     11/15/13      25.50
DEX MEDIA INC         9.00%     11/15/13      22.85
DEX MEDIA WEST        9.88%     08/15/13      31.50
DOWNEY FINANCIAL      6.50%     07/01/14      26.00
EDDIE BAUER HLDG      5.25%     04/01/14       0.35
FAIRPOINT COMMUN     13.13%     04/01/18      14.00
FAIRPOINT COMMUN     13.13%     04/02/18      15.50
FEDDERS NORTH AM      9.88%     03/01/14       1.25
FINLAY FINE JWLY      8.38%     06/01/12       4.50
FLEETWOOD ENTERP     14.00%     12/15/11      31.25
FRANKLIN BANK         4.00%     05/01/27       1.34
GENERAL MOTORS        7.13%     07/15/13      20.00
GENERAL MOTORS        7.70%     04/15/16      20.25
GENERAL MOTORS        8.10%     06/15/24      20.00
GENERAL MOTORS        8.25%     07/15/23      18.75
GENERAL MOTORS        8.38%     07/15/33      20.95
GENERAL MOTORS        8.80%     03/01/21      19.43
GENERAL MOTORS        9.40%     07/15/21      19.93
GENERAL MOTORS        9.45%     11/01/11      23.00
GMAC LLC              5.40%     12/15/09      98.50
GNW-CALL12/09         5.50%     12/15/17      95.61
HAWAIIAN TELCOM       9.75%     05/01/13       3.00
HILTON HOTELS         7.20%     12/15/09      95.01
IDEARC INC            8.00%     11/15/16       7.10
INDALEX HOLD         11.50%     02/01/14       1.05
INN OF THE MOUNT     12.00%     11/15/10      41.00
IRIDIUM LLC/CAP      10.88%     07/15/05       0.13
ISTAR FINANCIAL       5.38%     04/15/10      87.00
KEYSTONE AUTO OP      9.75%     11/01/13      41.00
LANDAMERICA           3.13%     11/15/33      27.00
LAZYDAYS RV          11.75%     05/15/12       5.00
LEHMAN BROS HLDG      1.50%     03/23/12      17.00
LEHMAN BROS HLDG      4.38%     11/30/10      17.05
LEHMAN BROS HLDG      4.50%     07/26/10      17.50
LEHMAN BROS HLDG      4.50%     08/03/11      12.25
LEHMAN BROS HLDG      4.70%     03/06/13      12.00
LEHMAN BROS HLDG      4.80%     02/27/13      12.50
LEHMAN BROS HLDG      4.80%     03/13/14      18.00
LEHMAN BROS HLDG      5.00%     01/14/11      16.58
LEHMAN BROS HLDG      5.00%     01/22/13      12.50
LEHMAN BROS HLDG      5.00%     02/11/13      14.75
LEHMAN BROS HLDG      5.00%     03/27/13      15.50
LEHMAN BROS HLDG      5.00%     08/03/14      13.50
LEHMAN BROS HLDG      5.00%     08/05/15      10.87
LEHMAN BROS HLDG      5.00%     05/28/23      13.00
LEHMAN BROS HLDG      5.00%     06/10/23      13.00
LEHMAN BROS HLDG      5.00%     06/17/23      13.00
LEHMAN BROS HLDG      5.10%     01/28/13      12.86
LEHMAN BROS HLDG      5.10%     02/15/20      14.00
LEHMAN BROS HLDG      5.15%     02/04/15      14.38
LEHMAN BROS HLDG      5.20%     05/13/20      13.24
LEHMAN BROS HLDG      5.25%     02/06/12      17.05
LEHMAN BROS HLDG      5.25%     01/30/14      12.00
LEHMAN BROS HLDG      5.25%     02/11/15      14.00
LEHMAN BROS HLDG      5.25%     03/05/18      10.90
LEHMAN BROS HLDG      5.25%     03/08/20      14.00
LEHMAN BROS HLDG      5.35%     02/25/18      14.00
LEHMAN BROS HLDG      5.35%     03/13/20      13.00
LEHMAN BROS HLDG      5.40%     03/06/20      15.75
LEHMAN BROS HLDG      5.40%     03/20/20      14.00
LEHMAN BROS HLDG      5.45%     03/15/25      13.00
LEHMAN BROS HLDG      5.45%     04/06/29      13.00
LEHMAN BROS HLDG      5.50%     04/04/16      19.03
LEHMAN BROS HLDG      5.50%     02/04/18      13.00
LEHMAN BROS HLDG      5.50%     02/19/18      15.00
LEHMAN BROS HLDG      5.50%     11/04/18      13.50
LEHMAN BROS HLDG      5.50%     02/27/20      15.00
LEHMAN BROS HLDG      5.50%     08/19/20      13.00
LEHMAN BROS HLDG      5.50%     04/08/23      13.86
LEHMAN BROS HLDG      5.50%     04/23/23      13.60
LEHMAN BROS HLDG      5.50%     08/05/23      11.13
LEHMAN BROS HLDG      5.50%     02/03/29      12.75
LEHMAN BROS HLDG      5.55%     02/11/18      14.30
LEHMAN BROS HLDG      5.55%     03/09/29      13.55
LEHMAN BROS HLDG      5.55%     09/27/30      14.00
LEHMAN BROS HLDG      5.55%     12/31/34      14.00
LEHMAN BROS HLDG      5.60%     01/22/18      11.50
LEHMAN BROS HLDG      5.60%     09/23/23      11.00
LEHMAN BROS HLDG      5.60%     02/17/29      15.00
LEHMAN BROS HLDG      5.60%     03/02/29      13.25
LEHMAN BROS HLDG      5.63%     01/24/13      19.01
LEHMAN BROS HLDG      5.63%     03/15/30      14.30
LEHMAN BROS HLDG      5.65%     09/14/20      14.00
LEHMAN BROS HLDG      5.70%     01/28/18      11.63
LEHMAN BROS HLDG      5.70%     02/10/29      13.86
LEHMAN BROS HLDG      5.70%     04/13/29      12.75
LEHMAN BROS HLDG      5.70%     09/07/29      14.30
LEHMAN BROS HLDG      5.70%     12/14/29      14.00
LEHMAN BROS HLDG      5.75%     04/25/11      17.00
LEHMAN BROS HLDG      5.75%     07/18/11      17.75
LEHMAN BROS HLDG      5.75%     05/17/13      16.90
LEHMAN BROS HLDG      5.75%     03/27/23      15.75
LEHMAN BROS HLDG      5.75%     09/16/23      11.50
LEHMAN BROS HLDG      5.75%     10/15/23      14.75
LEHMAN BROS HLDG      5.75%     10/21/23      14.00
LEHMAN BROS HLDG      5.75%     11/12/23      12.75
LEHMAN BROS HLDG      5.75%     11/25/23      14.75
LEHMAN BROS HLDG      5.75%     12/16/28      14.75
LEHMAN BROS HLDG      5.75%     12/23/28      13.00
LEHMAN BROS HLDG      5.75%     08/24/29      12.50
LEHMAN BROS HLDG      5.75%     09/14/29      12.63
LEHMAN BROS HLDG      5.75%     10/12/29      15.50
LEHMAN BROS HLDG      5.80%     09/03/20      14.00
LEHMAN BROS HLDG      5.80%     10/25/30      15.00
LEHMAN BROS HLDG      5.85%     11/08/30      14.50
LEHMAN BROS HLDG      5.88%     11/15/17      14.50
LEHMAN BROS HLDG      5.90%     05/04/29      13.00
LEHMAN BROS HLDG      5.90%     02/07/31      15.00
LEHMAN BROS HLDG      5.95%     12/20/30      14.00
LEHMAN BROS HLDG      6.00%     04/01/11      14.50
LEHMAN BROS HLDG      6.00%     07/19/12      17.00
LEHMAN BROS HLDG      6.00%     06/26/15      12.88
LEHMAN BROS HLDG      6.00%     12/18/15      13.25
LEHMAN BROS HLDG      6.00%     02/12/18      13.50
LEHMAN BROS HLDG      6.00%     01/22/20      16.00
LEHMAN BROS HLDG      6.00%     02/12/20      10.86
LEHMAN BROS HLDG      6.00%     01/29/21      14.75
LEHMAN BROS HLDG      6.00%     10/23/28      14.50
LEHMAN BROS HLDG      6.00%     11/18/28      14.00
LEHMAN BROS HLDG      6.00%     07/20/29      13.37
LEHMAN BROS HLDG      6.00%     07/30/34      14.00
LEHMAN BROS HLDG      6.00%     02/21/36      14.00
LEHMAN BROS HLDG      6.00%     02/12/37      14.00
LEHMAN BROS HLDG      6.05%     06/29/29      13.86
LEHMAN BROS HLDG      6.10%     08/12/23      15.75
LEHMAN BROS HLDG      6.15%     04/11/31      14.00
LEHMAN BROS HLDG      6.20%     09/26/14      16.00
LEHMAN BROS HLDG      6.20%     06/15/27      14.00
LEHMAN BROS HLDG      6.20%     05/25/29      15.75
LEHMAN BROS HLDG      6.25%     02/05/21      13.00
LEHMAN BROS HLDG      6.25%     02/22/23      13.50
LEHMAN BROS HLDG      6.25%     05/09/31      13.00
LEHMAN BROS HLDG      6.30%     03/27/37      12.50
LEHMAN BROS HLDG      6.40%     10/11/22      14.75
LEHMAN BROS HLDG      6.40%     12/19/36      16.00
LEHMAN BROS HLDG      6.50%     02/28/23      12.00
LEHMAN BROS HLDG      6.50%     03/06/23      14.00
LEHMAN BROS HLDG      6.50%     09/20/27      15.00
LEHMAN BROS HLDG      6.50%     10/18/27      13.25
LEHMAN BROS HLDG      6.50%     10/25/27      13.90
LEHMAN BROS HLDG      6.50%     11/15/32      14.00
LEHMAN BROS HLDG      6.50%     01/17/33      15.50
LEHMAN BROS HLDG      6.50%     12/22/36      13.00
LEHMAN BROS HLDG      6.50%     02/13/37      12.75
LEHMAN BROS HLDG      6.50%     06/21/37      14.00
LEHMAN BROS HLDG      6.50%     07/13/37      15.00
LEHMAN BROS HLDG      6.60%     10/03/22      14.00
LEHMAN BROS HLDG      6.63%     01/18/12      16.59
LEHMAN BROS HLDG      6.63%     07/27/27      15.00
LEHMAN BROS HLDG      6.75%     07/01/22      14.00
LEHMAN BROS HLDG      6.75%     11/22/27      14.00
LEHMAN BROS HLDG      6.75%     03/11/33      13.50
LEHMAN BROS HLDG      6.80%     09/07/32      14.75
LEHMAN BROS HLDG      6.85%     08/16/32      12.50
LEHMAN BROS HLDG      6.85%     08/23/32      12.56
LEHMAN BROS HLDG      6.90%     09/01/32      13.00
LEHMAN BROS HLDG      6.90%     06/20/36      11.90
LEHMAN BROS HLDG      7.00%     04/16/19      14.50
LEHMAN BROS HLDG      7.00%     05/12/23      11.57
LEHMAN BROS HLDG      7.00%     10/04/32      12.86
LEHMAN BROS HLDG      7.00%     07/27/37      13.00
LEHMAN BROS HLDG      7.00%     09/28/37      15.50
LEHMAN BROS HLDG      7.00%     11/16/37      13.50
LEHMAN BROS HLDG      7.00%     12/28/37      14.75
LEHMAN BROS HLDG      7.00%     01/31/38      15.50
LEHMAN BROS HLDG      7.00%     02/01/38      15.75
LEHMAN BROS HLDG      7.00%     02/07/38      13.25
LEHMAN BROS HLDG      7.00%     02/08/38      13.35
LEHMAN BROS HLDG      7.00%     04/22/38      13.25
LEHMAN BROS HLDG      7.05%     02/27/38      14.00
LEHMAN BROS HLDG      7.10%     03/25/38      13.75
LEHMAN BROS HLDG      7.20%     08/15/09      16.00
LEHMAN BROS HLDG      7.25%     02/27/38      11.00
LEHMAN BROS HLDG      7.25%     04/29/38      11.20
LEHMAN BROS HLDG      7.35%     05/06/38      15.75
LEHMAN BROS HLDG      7.73%     10/15/23      15.00
LEHMAN BROS HLDG      7.88%     11/01/09      17.01
LEHMAN BROS HLDG      7.88%     08/15/10      19.13
LEHMAN BROS HLDG      8.00%     03/05/22      11.00
LEHMAN BROS HLDG      8.00%     03/17/23      13.88
LEHMAN BROS HLDG      8.05%     01/15/19      12.00
LEHMAN BROS HLDG      8.40%     02/22/23      14.00
LEHMAN BROS HLDG      8.50%     08/01/15      17.75
LEHMAN BROS HLDG      8.75%     12/21/21      12.50
LEHMAN BROS HLDG      8.75%     02/06/23      12.00
LEHMAN BROS HLDG      8.80%     03/01/15      16.73
LEHMAN BROS HLDG      8.92%     02/16/17      12.75
LEHMAN BROS HLDG      9.50%     12/28/22      13.13
LEHMAN BROS HLDG      9.50%     01/30/23      13.38
LEHMAN BROS HLDG      9.50%     02/27/23      15.00
LEHMAN BROS HLDG     10.38%     05/24/24      11.00
LEHMAN BROS HLDG     11.00%     10/25/17      13.50
LEHMAN BROS HLDG     11.00%     06/22/22      15.75
LEHMAN BROS HLDG     11.50%     09/26/22      12.81
LEHMAN BROS HLDG     18.00%     07/14/23      13.25
LEHMAN BROS INC       7.50%     08/01/26      12.00
LTX-CREDENCE          3.50%     05/15/11      52.00
MAJESTIC STAR         9.50%     10/15/10      65.00
MAJESTIC STAR         9.75%     01/15/11      10.00
MASHANTUCKET PEQ      8.50%     11/15/15      30.00
MERISANT CO           9.50%     07/15/13      13.06
MERRILL LYNCH         9.00%     03/09/11      93.50
METALDYNE CORP       11.00%     06/15/12       3.50
MFCCN-CALL12/09       5.20%     12/15/29      96.80
MORRIS PUBLISH        7.00%     08/01/13      28.75
NEFF CORP            10.00%     06/01/15      12.00
NETWORK COMMUNIC     10.75%     12/01/13      40.13
NEWARK GROUP INC      9.75%     03/15/14      37.56
NEWPAGE CORP         12.00%     05/01/13      48.00
NORTH ATL TRADNG      9.25%     03/01/12      30.00
NTK HOLDINGS INC     10.75%     03/01/14       4.50
OSCIENT PHARM        12.50%     01/15/11       3.63
PALM HARBOR           3.25%     05/15/24      52.13
PANOLAM INDUSTRI     10.75%     10/01/13      31.50
PROPEX FABRICS       10.00%     12/01/12       0.25
RAFAELLA APPAREL     11.25%     06/15/11      34.50
RAIT FINANCIAL        6.88%     04/15/27      40.23
READER'S DIGEST       9.00%     02/15/17       0.50
RESIDENTIAL CAP       8.00%     02/22/11      65.00
RESIDENTIAL CAP       8.38%     06/30/10      56.25
REV-CALL12/09         9.50%     04/01/11     102.25
RH DONNELLEY          6.88%     01/15/13       7.50
RH DONNELLEY          6.88%     01/15/13      10.00
RH DONNELLEY          6.88%     01/15/13       9.25
RH DONNELLEY          8.88%     01/15/16      10.00
RH DONNELLEY          8.88%     10/15/17       9.25
ROTECH HEALTHCA       9.50%     04/01/12      51.00
RSG-CALL12/09         7.38%     04/15/14     103.95
SILVERLEAF RES        8.00%     04/01/10      90.60
SIX FLAGS INC         4.50%     05/15/15      22.25
SIX FLAGS INC         9.63%     06/01/14      20.75
SIX FLAGS INC         9.75%     04/15/13      20.63
SPACEHAB INC          5.50%     10/15/10      45.20
STANLEY-MARTIN        9.75%     08/15/15      30.00
STATION CASINOS       6.00%     04/01/12      21.75
STATION CASINOS       6.50%     02/01/14       2.00
STATION CASINOS       6.63%     03/15/18       1.30
STATION CASINOS       6.88%     03/01/16       1.50
STATION CASINOS       7.75%     08/15/16      20.00
TEKNI-PLEX INC       12.75%     06/15/10      80.00
THORNBURG MTG         8.00%     05/15/13       4.00
TIMES MIRROR CO       6.61%     09/15/27      11.84
TIMES MIRROR CO       7.25%     03/01/13      13.05
TIMES MIRROR CO       7.25%     11/15/96      11.00
TIMES MIRROR CO       7.50%     07/01/23      14.30
TOM'S FOODS INC      10.50%     11/01/04       2.25
TOUSA INC             7.50%     03/15/11       7.06
TOUSA INC             7.50%     01/15/15       5.10
TOUSA INC             9.00%     07/01/10      47.00
TOUSA INC             9.00%     07/01/10      50.88
TOUSA INC            10.38%     07/01/12       5.10
TRANSMERIDIAN EX     12.00%     12/15/10      12.11
TRIBUNE CO            4.88%     08/15/10      20.35
TRIBUNE CO            5.25%     08/15/15      15.00
TRIBUNE CO            5.67%     12/08/08      14.00
TRUMP ENTERTNMNT      8.50%     06/01/15       5.55
USFREIGHTWAYS         8.50%     04/15/10      59.00
VERASUN ENERGY        9.38%     06/01/17      14.75
VERENIUM CORP         5.50%     04/01/27      46.75
VISTEON CORP          7.00%     03/10/14      28.03
WASH MUT BANK FA      5.13%     01/15/15       0.01
WASH MUT BANK FA      5.65%     08/15/14       0.30
WASH MUT BANK NV      5.50%     01/15/13       0.90
WASH MUT BANK NV      5.55%     06/16/10      33.98
WASH MUT BANK NV      5.95%     05/20/13       0.25
WASH MUTUAL INC       4.20%     01/15/10      96.00
WASH MUTUAL INC       8.25%     04/01/10      85.50
WCI COMMUNITIES       4.00%     08/05/23       1.56
WCI COMMUNITIES       7.88%     10/01/13       1.50
WCI COMMUNITIES       9.13%     05/01/12       1.50
WII COMPONENTS       10.00%     02/15/12      45.25
YELLOW CORP           5.00%     08/08/23      52.00
YELLOW CORP           5.00%     08/08/23      55.06



                           *********

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 **