TCR_Public/091208.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, December 8, 2009, Vol. 13, No. 339

                            Headlines

1031 TAX: Trustee Sets Up Liquidation Trust for Distributions
20 BAYARD STREET: Files for Chapter 11 Bankruptcy
2630 HORIZON RIDGE: Case Summary & Unsecured Creditor
9 OM INTERACTIVE: Incurred $37.7 Million Net Loss in 2008
ACCENTIA BIOPHARMA: Wants Plan Filing Extended Until December 14

ACCURIDE CORP: Irell & Manella Representing Creditors Committee
AGRIPROCESSORS INC: Cattle Sellers Subject to Preference Actions
AGRIPROCESSORS INC: 30 Arrested Immigrants Face Deportation
AGUA CALIENTE: Fitch Downgrades Issuer Default Rating to 'BB+'
ALERIS INT'L: Seeks Plan Exclusivity Extension Until June 7

ALPINE SECURITIZATION: DBRS Rates Liquidity Facility at 'BB'
AMERICAN INT'L: Pay Czar May Lift Salary Cap for Some Executives
ATI ACQUISITION: Moody's Assigns 'B1' Rating on Senior Facilities
AURORA PITTSBURGH: Case Summary & 16 Largest Unsec. Creditors
AUTONATION INC: Moody's Affirms Corporate Family Rating at 'Ba1'

BANK OF AMERICA: S&P Raises Preferred-Stock Ratings to 'BB'
BASHAS' INC: Inks Deal With Union to End Negative Campaigns
BERNARD KOSAR: Ex-Wife Seeks Non-Dischargeability Ruling
BERRY PLASTICS: Beeler to Resign as Prez & COO; Becker Gets Post
BIOLIFE SOLUTIONS: Reports $562,600 Net Loss for Sept. 30 Qtr

BITHORN TRAVEL: Case Summary & 20 Largest Unsecured Creditors
BUCKHEAD COMMUNITY: Delays Q3 Report, Expects $15.2-Mil. Net Loss
BULLY'S SPORTS BAR: Case Summary & 20 Largest Unsecured Creditors
BUMBLE BEE: Moody's Assigns Corporate Family Rating at 'B1'
CANWEST GLOBAL: Applicants Get Nod for Bar Date Extension

CANWEST GLOBAL: Asks for Ontario Court Nod to Sell Red Deer Land
CANWEST GLOBAL: Reports C$110.7 Mil. Loss for August Quarter
CARE FOUNDATION: Has Until March 30 to Solicit Acceptances of Plan
CARNEROS III: DBRS Downgrades Series A, B, C & E Notes to 'C'
CATHOLIC CHURCH: Jesuits Face 500 Claims Over Sexual Abuse

CENTRAL VERMONT: Moody's Affirms 'Ba2' Preferred Stock Rating
CHARLES DAVID MCINTYRE: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: To Settle Issues with 789 Discontinued Dealers
CIRCLE BUILDING LLC: Voluntary Chapter 11 Case Summary
COATES INT'L: Reports $688,830 Net Loss for September 30 Quarter

COHARIE HOG: Has Until March 7 to File Plan of Reorganization
COLONIAL BANCGROUP: Pursuing Right to Use More Cash
CONNORS BROS: S&P Assigns Corporate Credit Rating at 'B+'
COYOTES HOCKEY: Glendale Seeks to Convert Case to Chapter 7
COYOTES HOCKEY: Cardinals Opposes Glendale's Tax Assessment Idea

CROSLAND: Puts Property Under Bankruptcy to Avert Foreclosure
CRYOPORT INC: Reports $7.19-Mil. Net Loss for Sept. 30 Quarter
CUMULUS MEDIA: S&P Downgrades Corporate Credit Rating to 'B-'
DIAMOND RANCH: Posts $90,000 Net Loss for September 30 Quarter
DRAGON PHARMACEUTICAL: Reports $2,196,000 Net Income for Q3 2009

E*TRADE FIN'L: Inks Employment Agreements with Executives
EASTMAN KODAK: Settles Patent Suit with LG, Inks Licensing Deal
EASTMAN KODAK: To Sell OLED Business to LG for Undisclosed Sum
EAT AT JOE'S: Posts $172,000 Net Income for September 30 Quarter
ERICKSON RETIREMENT: Gets Nod for DLA Piper as Counsel

ERICKSON RETIREMENT: Gets OK for Houlihan as Investment Banker
ERICKSON RETIREMENT: PNC Wants to Examine Directors of NSCI
EXTENDED STAY: Lenders Agree to Payment Deferral
FAIRPOINT COMMUNICATIONS: Says Maine Rebate Demand Violates Stay
FAIRPOINT COMMUNICATIONS: Creditors Panel Opposes DIP Financing

FERNANDO BETANCOURT: Case Summary & 20 Largest Unsecured Creditors
FIRSTFED FINANCIAL: Taps Squar Milner as Outside Accountants
FLEETWOOD ENTERPRISES: New Orleans Judge Moves Trial in FEMA Suit
FLEETWOOD ENTERPRISES: Unit Authorized to Sell Indiana Facility
FONTAINEBLEAU LV: Mechanics Lienholders Sue Banks

FORD MOTOR: DBRS Hikes Issuer Rating to 'B' as Cash Burn Lowered
FORD MOTOR: To Sell $1 Billion of Common Shares
GARY SCHAEFFER: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: ENCORE & REALM Set February 1 Claims Bar Date
GENERAL MOTORS: Offers Reprieve to Shut Dealers

GENERAL MOTORS: Old GM Creditors Committee Members Dwindle to 10
GENERAL MOTORS: Old GM Proposes to Reject Class Action Settlements
GENERATION BRANDS: Plan Gives 91% Stake to 2nd Lien Lenders
GENMAR HOLDINGS: Platinum Offers $55 Million for Part of Business
GOLDEN EAGLE: To Seek Shareholder OK of Reverse Split, Equity Plan

GOTTSCHALKS INC: Files Liquidating Chapter 11 Plan
GREDE FOUNDRIES: Wayzata-Led Auction on December 21
GRIZZLY EXCAVATION: Case Summary & 20 Largest Unsecured Creditors
HALCYON HOLDING: May Sell Terminator Rights to Satisfy Creditors
HANOVER INSURANCE: One Beacon Deal Won't Affect Fitch's BB+ Rating

HEARTHSTONE RANCH: Taps McCormick Barstow as Bankruptcy Counsel
HOLDER HOSPITALITY: NNAH to Auction Assets; 171 to Lose Jobs
HOMELAND SECURITY: Posts $745,800 Net Loss in Sept. 30 Quarter
IGD PROPERTIES LLC: Voluntary Chapter 11 Case Summary
INDUS (ECLIPSE 2007-1): DBRS Downgrades Class D to 'CCC'

INNOVATIVE COS: Can Access Citibank Cash Collateral Until Dec. 10
INTEGRAL VISION: Reports $753,000 Net Loss for Sept. 30 Quarter
IPCS INC: Voluntarily Withdraws Listing of Common Stock on NASDAQ
IPCS INC.: Sprint Nextel Completes Acquisition
J2 INVESTMENTS: Parties-In-Interest Want Ch. 11 Trustee Appointed

JG WENTWORTH: Employs More Than 50 Associates for Bryn Mawr
JOHN VONTRAN: Files for Chapter 11 Bankruptcy in Maryland
KNOWLEDGE LEARNING: S&P Gives Stable Outlook; Keeps 'B+' Rating
LANDAMERICA FIN'L: Deregisters all Unissued Company Common Stock
LANDAMERICA FIN'L: Deregisters all Unissued Securities Under S-3

LAS VEGAS SANDS: S&P Affirms Corporate Credit Rating at 'B-'
LEO ROBBINS & SONS INC: Case Summary & 20 Largest Unsec. Creditors
LEVI STRAUSS: Rogers Steps Down as Chairman; Kauffman Gets Post
LEXICON UNITED: Reports $181,732 Net Loss for Sept. 30 Quarter
M&I MARSHALL: Moody's Cuts Bank Financial Strength Rating to C

MAGNITUDE INFORMATION: Posts $417,390 Net Loss for Sept. 30 Qtr
MAJESTIC STAR: Investors, Trustees Appointed to 5-Member Panel
MEG ENERGY: Moody's Downgrades Corporate Family Rating to 'B2'
MEG ENERGY: S&P Assigns 'BB+' Rating on US$300 Mil. Term Loan
METALINK LTD: Receives Delisting Notice From NASDAQ

NALCO CO: S&P Assigns 'BB+' Rating on $300 Mil. Senior Loan
NEILS JENSEN FARMS INC: Case Summary & 20 Largest Unsec. Creditors
NEUMANN HOMES: Case Should be Converted to Chapter 7, Says Indymac
NEW CENTURY COS: Seeks Shareholders' OK to Increase Shares Issued
NEW CENTURY FIN'L: SEC Charges Former Officers With Fraud

NEXPAK CORP: Plan Confirmation Hearing Postponed to January
NOBLE INTERNATIONAL: Plan of Liquidation Effective
NORANDA ALUMINUM: Reports $4,328,000 Net Income for Q3 2009
NORCRAFT COS: S&P Downgrades Rating on $180 Mil. Notes to 'B-'
NORTEL NETWORKS: Cleary Gottlieb Bills $5.8MM for October Work

NORTEL NETWORKS: Dec. 15 Bar Date Set for Select Creditors
NORTEL NETWORKS: Gets Nod to Hire Global IP as Consultant
NORTEL NETWORKS: Has Nod to Tap SCI for Legal Staffing Services
NOVADEL PHARMA: Voluntarily Delists Shares From NYSE Amex
NORWOOD PROMOTIONAL: Case Converted to Chapter 7 Liquidation

NORWOOD PROMOTIONAL: Alfred Giuliano Appointed as Interim Trustee
NTK HOLDINGS: Gets Court Nod to Hire Weil Gotshal as Attorneys
NTK HOLDINGS: Gets Nod to Hire E&Y as Tax Advisor
NTK HOLDINGS: Gets OK to Tap AlixPartners as Advisors
NTK HOLDINGS: Has Nod to Tap Richards Layton as Co-Counsel

NTK HOLDINGS: Cancels Registration of 10-3/4% Sr. Discount Notes
PARALLEL PETROLEUM: Moody's Withdraws 'B3' Corporate Family Rating
PENN TRAFFIC: Price Puts Off $12.3 Million Bid; Union in Limbo
POWER EFFICIENCY: Reports $1.26-Mil. Net Loss for Sept. 30 Qtr
PRIME STAR: Reports $2.68-Mil. Net Loss for 9 Mos. Ended Sept. 30

PRIMUS TELECOMMUNICATIONS: S&P Puts 'B-' Corporate Credit Rating
QUARRY POND: Files Amended List of Largest Unsecured Creditors
RAYMOND KELCH: Case Summary & 20 Largest Unsecured Creditors
READER'S DIGEST: Landlord Opposes Move to Manhattan
REGENT COMMUNICATIONS: May Face Delisting From NASDAQ

RESERVE GOLF CLUB: Case Summary & 20 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: 20 Major Creditors Assert $1.2BB in Claims
ROTHSTEIN ROSENFELDT: Ch 11 Trustee Can Hire Special Counsel
ROTHSTEIN ROSENFELDT: Federal Court to Consider Injunction Relief
ROTHSTEIN ROSENFELDT: Herbert Stettin Named as Ch 11 Trustee

ROTHSTEIN ROSENFELDT: List of 20 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Trustee Gets Interim OK for Counsel
SALTON INC: S&P Withdraws 'B' Rating on $180 Mil. Senior Loan
SEA CONTAINERS: Court Approves Final Fee Applications
SEA CONTAINERS: Stipulation Discontinuing Suit Filed by L. Bloch

SEA CONTAINERS: Two Entities Have $18.3MM Cash at End of Sept.
SHANGDONG ZHOUYUAN: Delays Filing of Sept. 30 Quarterly Report
SHAWNEE VILLAGE: Foreclosure Suit Prompts Chapter 11 Filing
SMURFIT-STONE: Files Chapter 11 Plan & Disclosure Statement
SMURFIT-STONE: Bid For Equity Panel Faces More Resistance

SMURFIT-STONE: Proposes to Enter Into Hinrichs Non-Compete Pact
SMURFIT-STONE: Seeks Summary Judgment on U.S. Bank Claim
SPANSION INC: Files 1st Amended Plan And Disclosure Statement
SPANSION INC: Proposes to Assume IBM Master Service Agreement
SPANSION INC: Proposes to Form New Japanese Subsidiary

SPARTA HOMES: Files for Chapter 11 Bankruptcy to Avert Foreclosure
SPRINT NEXTEL: Completes Acquisition of iPCS Inc.
STERLING MINING: Files Ch 11 Plan; Jan 5 Confirmation Hearing Set
STEPHEN BISHOP: Case Summary & 17 Largest Unsecured Creditors
STINSON PETROLEUM: Wants Ch. 11 Plan Filing Extended Until March 1

STOCK BUILDING: To Auction Commerce Park Property on December 15
STRIKEFORCE TECHNOLOGIES: Reports $552,158 Net Loss for Q3 2009
SUN COUNTRY: Plan Filing Extended to Feb. 2010; Buyer Shows Up
TASC INC: S&P Assigns Corporate Credit Rating at 'B+'
TECHNIPOWER SYSTEMS: Chapter 11 Petition Filed

TEKOIL & GAS: Wants Proposed Disclosure Statement Approved
TH PROPERTIES: Court Pushes Lift Stay Hearing to December 10
TRANSAX INT'L: Ticker Symbol Changed From "TNSX" to "TNSXE"
TRONOX INC: Equity Panel Withdraws Exclusivity Termination Plea
TRONOX INC: Huntsman-Led Auction Moved to December 21

TRONOX INC: Wants Exclusivity Extension as Outcome Still "Unknown"
TRUMP ENTERTAINMENT: Noteholders Balk At Beal Plan
TSG INC: Asks for Court OK to Access Cash Collateral
TSG INC: Sec. 341 Creditors Meeting Set for January 7
TSG INC: Taps Benesch Friedlander as Bankruptcy Counsel

UAL CORP: Has Separation & Release Deal with Former Exec Lovejoy
VISKASE COMPANIES: Moody's Upgrades Corp. Family Rating to 'B2'
VISKASE COS: S&P Raises Corporate Credit Rating to 'B-'
WHITE ENERGY: Denied Third Extension of Plan Exclusivity
WORLDSPACE INC: Plan Exclusivity Extended Until January 31

W.R. GRACE: Bank Lenders Reiterate Arguments on Impairment Issues
W.R. GRACE: Gets Court Nod for Town of Acton Settlement
W.R. GRACE: Libby Claimants, et al., Oppose Plan Confirmation

* Bankruptcies on Pace to Rise 31.2% in 2009
* Economic Crisis Expected to End in 1st Qtr. 2010, Survey Reveals
* U.S. Economy Sheds Fewer Jobs in November

* Bankruptcy Attorneys Dominate at Brown Rudnick
* Dickstein Lands White & Case Bankruptcy Veteran
* Law360 Ranks Largest Bankruptcy Practices

* Large Companies With Insolvent Balance Sheets

                            *********

1031 TAX: Trustee Sets Up Liquidation Trust for Distributions
-------------------------------------------------------------
The Chapter 11 trustee for The 1031 Tax Group has set up the
liquidation trust that will serve as his successor-in-interest to
distribute the assets gathered and prosecute the remaining claims
arising from the scandal-plagued financial firm's bankruptcy,
according to Law360.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.

The Company and 15 of its affiliates filed for Chapter 11
protection on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447
through 07-11462).  Gerard A. McHale, Jr., was appointed Chapter
11 trustee.  Jonathan L. Flaxer, Esq., and David J. Eisenman,
Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, represent the
Chapter 11 trustee.  Kurtzman Carson Consultants LLC acts as
claims and notice agent.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud, among other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


20 BAYARD STREET: Files for Chapter 11 Bankruptcy
-------------------------------------------------
David Jones at The Real Deal Online says 20 Bayard Street filed
for Chapter 11 bankruptcy, saying it owes more than $10 million to
creditors.  The reason for filing was unclear, Mr. Jones notes.

The Company owes $325,000 to unsecured creditor Add Plumbing, a
contractor at 120 Evergreen Avenue in Brooklyn, Mr. Jones citing
papers filed with the court.

Porzio, Bromberg & Newman represents the company, Mr. Jones notes.

20 Bayard Street operates a condominium in Williamsburg.


2630 HORIZON RIDGE: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: 2630 Horizon Ridge, LLC
        52 Durango Station
        Henderson, NV 89012

Bankruptcy Case No.: 09-32799

Chapter 11 Petition Date: December 3, 2009

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

Judge: Linda B. Riegle

Debtor's Counsel: H Stan Johnson, Esq.
                  Cjd Law Group, LLC
                  6293 Dean Martin Drive, Ste. G
                  Las Vegas, NV 89118
                  Tel: (702) 220-7050
                  Fax: (702) 220-4577
                  Email: sjohnson@cjdnv.com

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

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

The Debtor identified Clark County Assessor with assessed taxes
claim for an unknown amount 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/nvb09-32799.pdf

The petition was signed by Stephen A. Crystal, managing member of
the Company.


9 OM INTERACTIVE: Incurred $37.7 Million Net Loss in 2008
---------------------------------------------------------
Digeo Inc. has incurred $37.7 million net loss and
$5.0 million in revenue for 2008, Multichannel News reported,
citing a regulatory filing by Arris, who acquired all of the
company's assets.

According to Arris' filing, the Company listed $19.9 million in
total assets and $145.7 million in liabilities including $100
million in notes payable.  The Company has $554.0 million in
accumulated deficit through June 30, 2009, source notes.

The source relates the company reported $14.8 million and
$3.2 million in revenue for the first six months of 2009.

Digeo founded by Paul Allen in 1999 distribute DVRs through cable
operators but found limited success.  The Company filed for
Chapter 11 protection on Nov. 3, 2009.

Based in Seattle, Washington, Digeo, Inc., a Paul Allen-
backed company, provides premium home entertainment products
including digital video recorders (DVR).

9 OM Interactive LLC, formerly known as Digeo Interactive LLC,
made a voluntary filing under Chapter 11 in the U.S. Bankruptcy
Court for the Western District of Washington after Georgia-based
ARRIS Group Inc. acquired some of the Debtor's assets, including
its intellectual property portfolio, for $20 million in cash.

In its petition, the Debtor listed assets of less than $50,000,
and debts of between $10 million and $50 million.


ACCENTIA BIOPHARMA: Wants Plan Filing Extended Until December 14
----------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., et al., ask the U.S. Bankruptcy
Court for the Middle District of Florida to approve an extension
of their exclusive period to file a Chapter 11 Plan until Dec. 14,
2009.

Lenders Laurus Master Fund, Ltd., and its affiliates signed, for
the third time, a stipulation consenting to an extension of
Accentia's plan filing periods.  Laurus agreed that if the Debtors
file a plan of reorganization on or before Dec. 14, the Debtors
will continue to have the exclusive rights to solicit acceptances
of that plan until Jan. 31, 2010.

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

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

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


ACCURIDE CORP: Irell & Manella Representing Creditors Committee
---------------------------------------------------------------
Irell & Manella LLP was named lead counsel for the Official
Committee of Unsecured Creditors in the bankruptcy cases of
Accuride Corporation and its affiliates.

Accuride Corporation and its affiliated debtors in possession are
among the largest and most diversified manufacturers and suppliers
of commercial vehicle components in North America.  The Company's
products include wheels, wheel-end components and assemblies,
truck body and chassis parts, seating assemblies and other
commercial vehicle components marketed under several well-
recognized brands in the industry, including Accuride, Gunite,
Imperial, Bostrom, Fabco, Brillion and Highway Original.

According to filings by Accuride, the Company is seeking to
restructure in excess of $675 million in debt through its
bankruptcy proceeding.  The bankruptcy cases are pending in the
United States Bankruptcy Court for the District of Delaware.

Jeffrey M. Reisner and Tavi C. Flanagan, attorneys in Irell &
Manella LLP's Newport Beach-based bankruptcy practice, will serve
as lead counsel to the Official Committee of Unsecured Creditors
in the affiliated debtors' bankruptcy cases.  Mr. Reisner chairs
the firm's bankruptcy practice.  Kurt Gwynne of Reed Smith LLP
will serve as Delaware counsel and Joel Dryer of Morris Anderson &
Associates will serve as financial advisors to the Official
Committee of Unsecured Creditors.

The Chapter 11 filing includes Accuride Corporation and a number
of subsidiaries and affiliates, including Accuride Cuyahoga Falls,
Inc., Accuride Distributing, LLC, Accuride EMI, LLC, Accuride Erie
L.P., Accuride Henderson Limited Liability Company, AKW General
Partner L.L.C., AOT Inc., Bostrom Holdings, Inc., Bostrom Seating,
Inc., Bostrom Specialty Seating, Inc., Brillion Iron Works, Inc.,
Erie Land Holding, Inc., Fabco Automotive Corporation, Gunite
Corporation, Imperial Group Holding Corp. -1, Imperial Group
Holding Corp. -2, Imperial Group, L.P., JAII Management Company,
Transportation Technologies Industries, Inc., and Truck Components
Inc.

Irell & Manella LLP -- http://www.irell.com-- is a full service
law firm with approximately 220 attorneys in offices in Los
Angeles and Newport Beach, CA.  Founded in 1941, Irell is
nationally recognized for its tax, entertainment, intellectual
property, corporate and litigation practices.  Irell was named the
Number 1 U.S. law firm for intellectual property by Chambers
Global in 2005, 2006 and 2007 and was chosen among the finalists
for IP Litigation Law Firm of the Year in 2008 by American Lawyer
magazine.  The firm's clients include Fortune 500 corporations,
universities, and leading-edge entrepreneurial companies in
aviation, life sciences and medical devices, telecommunications,
gaming, finance, technology and consumer electronics, and
entertainment.

Irell & Manella LLP's Bankruptcy and Restructuring Group
represents debtors, creditors, creditors committees, and
bankruptcy trustees in legal cases throughout the United States.
One of the leading law firms in the U.S., Irell & Manella was
founded in Los Angeles in 1941.  The firm currently has
approximately 220 attorneys.


AGRIPROCESSORS INC: Cattle Sellers Subject to Preference Actions
----------------------------------------------------------------
According to CATTLENETWORK, the Chapter 7 trustee for
Agriprocessors Inc. serve a letter to those who sold cattle to the
Company in the 90 days before the Chapter 11 filing.  In the
letter, it requested that 80% of the proceeds be returned to the
bankruptcy trustee or the full amount.  Entities who received one
of those letters are encouraged to appear before the Court and
argue why they should not be included in this preference.

As reported by the TCR on November 18, 2009, Sholom Rubashkin, the
former chief executive of kosher meat producer Agriprocessors
Inc., was found guilty on more than 80 counts by a federal jury in
Iowa.  Convictions included counts for harboring undocumented
aliens and creating false accounts receivable.

Agriprocessors Inc.'s reorganization case has been converted to
liquidation under Chapter 7, at the consent of the Chapter 11
trustee appointed to take over the estate.  The Chapter 11 trustee
will now serve as trustee in the Chapter 7 case to liquidate the
Debtor's remaining assets and provide distributions to creditors.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operated a kosher meat and
poultry packing processors located at 220 North West Street.  The
Company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The Company filed for Chapter
11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash, represents the Company in its restructuring
effort.  In its petition, the Company listed assets of $100
million to $500 million and debts of $50 million to $100 million.


AGRIPROCESSORS INC: 30 Arrested Immigrants Face Deportation
-----------------------------------------------------------
The Des Moines Register in Iowa reports about 30 immigrants
arrested in the May 2008 of kosher meat plant Agriprocessors Inc.
are currently facing deportation now that they're no longer needed
to testify against former Agriprocessors vice president Sholom
Rubashkin.

The Register says the immigrants were given temporary work visas
so they could remain in Iowa and be available to testify in Mr.
Rubashkin's second federal trial.

The Wall Street Journal's Bankruptcy Beat relates federal
prosecutors in November dropped all 72 federal immigration charges
against Mr. Rubashkin, determining that the cost of a second trial
wasn't necessary since Mr. Rubashkin was convicted of 86 counts of
financial fraud and is facing more than 1,200 years in prison.

The Register says advocates for the immigrants who were supposed
to testify against Mr. Rubashkin say they are outraged that a
federal jury will never hear about past abuses at the plant.

Bankruptcy Beat notes 389 illegal immigrants were arrested in last
year's raid.  Agriprocessors officials were accused of falsifying
documents to employ illegal immigrants, and most of the arrested
workers were charged with identity theft and served five months in
prison.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operated a kosher meat and
poultry packing processors located at 220 North West Street.  The
Company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The Company filed for Chapter
11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case No.
08-47472).  The case was later transferred to the U.S. Bankruptcy
Court for the Northern District of Iowa.  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represents the Company in its
restructuring effort.  In its petition, the Company listed assets
of $100 million to $500 million and debts of $50 million to $100
million.

As reported by the Troubled Company Reporter on July 27, 2009, the
Bankruptcy Court for the Northern District of Iowa approved the
sale of most of the assets of Agriprocessors in exchange for $8.5
million in secured debt.  The buyer purchased the two primary
secured claims totaling over $26 million, Bill Rochelle at
Bloomberg News said.  Agriprocessors now operates under the name
Agri Star.

The TCR on October 15 said the bankruptcy case was converted to
liquidation under Chapter 7, at the consent of the Chapter 11
trustee appointed to take over the estate.  The Chapter 11 trustee
is serving as trustee in the Chapter 7 case to liquidate the
Debtor's remaining assets and provide distributions to creditors.


AGUA CALIENTE: Fitch Downgrades Issuer Default Rating to 'BB+'
--------------------------------------------------------------
Fitch Ratings downgrades The Agua Caliente Band of Cahuilla
Indians' ratings:

  -- Issuer Rating to 'BB+' from 'BBB-';

  -- Revenue bonds, series 2003 to 'BBB-' from 'BBB';

  -- Senior secured notes, series 2006, 2007, and 2008 to 'BBB-'
     from 'BBB'.

The Rating Outlook remains Negative.

The ratings are downgraded as the result of the sustained poor
operating trend exhibited by Agua's two casino properties since
the second half of 2007, coupled with Fitch's belief that there is
no apparent catalyst for improvement over at least the next two to
three quarters.  In fact, Fitch believes the 2010 outlook for the
Southern Californian gaming markets is worse than that of most
other regional markets nationwide, as recovery of employment and
consumer spending will be hindered by lingering weakness in the
residential housing sector.  The primary credit strength
supporting Agua's 'BB+' issuer rating is the credit's strong
liquidity profile; despite the poor momentum of the operating
trend, there is a high level of financial flexibility; both
properties generate strong free cash flow in excess of the gaming
division's fixed expenses, there are no significant near-term debt
maturities, and no capital project development risk.

Operating Outlook for Southern Californian Gaming Markets Poor in
2010; Supporting Negative Rating Outlook:

The primary basis for the maintenance of the Negative Rating
Outlook is Fitch's expectation that Agua Caliente's casinos will
continue to face severe operational headwinds in 2010.  Most
importantly, although Fitch believes the broader U.S. economy is
now at the beginning stages of a muted recovery, it expects that
Southern California's regional economies will lag behind, taking
longer to reach pre-recession peak employment levels, which will
delay recovery of consumer spending.  Given the depressed state of
the region's local economies, Fitch believes the best case
scenario for same-store gaming revenue trends in Southern
California is stagnant to slight declines for 2010 and a return to
slight positive growth beginning in 2011.

Fitch does expect Southern California's gaming supply growth to be
limited in the near-to-medium term.  This represents a reversal of
the trend seen in the early part of this decade, when many of the
region's operators, including Agua Caliente, made sizeable
investments in the expansion of their properties.  A near-term
slowing of growth is positive for operators as there is already
significant supply in the highly competitive Riverside/Palm
Springs and San Diego markets.  Although it is difficult to obtain
accurate numbers, Fitch estimates that there are approximately
32,000 Class III slot machines in the collective 15 casinos
operating in region.  Recent developments support Fitch's
expectation of modest growth, including the under-subscription of
requests by tribes for Class III slot licenses made available by
the state government in October 2009 (of the 10,549 licenses made
available a little more than 3,500 were requested).  Also,
although four Southern Californian tribes, including Agua
Caliente, amended the terms of their state gaming compacts in
2008, allowing for an additional 19,500 Class III slots to be
placed in their properties collectively, none have added
substantial capacity to date.

Poor Casino Operating Trends Offset by Strong Liquidity and Free
Cash Flow Profile:

While Agua Caliente is certainly no exception amongst California's
Native American gaming operators that are experiencing a
significant impact on top line revenues due to recessionary
economic conditions, the credit's ability to generate free cash
flow has been concurrently affected by increased operating
expenses related to revenue sharing fees under the amended terms
of its state gaming compact agreement, which took effect in early
2008, as well as a recently opened $400 million, debt funded
expansion of its Agua Caliente Casino property in the midst of an
extremely strained operating environment.  Illustrating the
combined impact of these various pressures, profitability is
markedly decreased; the fiscal 2009 EBITDA margin for the two
properties on a consolidated basis was down almost 15% from its
historical run rate.

Despite the positive cash flow impact of various operational cost
saving initiatives implemented by management, EBITDA for Agua's
fiscal year ended Sept. 30, 2009, tracked close to Fitch's stress
case scenario for the year.  The Spa Resort Casino, located in
downtown Palms Springs, was much more heavily affected than the
ACC property located in Riverside County on I-10, where the
opening of the expansion project provided some positive offset.
However, performance of the ACC property is indicative of the
significant challenges management faced in the operational ramp-up
of the project.  Phase one, which included a 340-room luxury hotel
and an expansion of the gaming floor, opened in April 2008, and
phase two, which included an extensive renovation of the gaming
floor, construction of a 2,000 seat entertainment venue, and a 600
space parking garage, opened in February 2009.  The project did
not generate incremental positive cash flow in fiscal 2009; ACC
property EBITDA was 2.6% below fiscal 2008's level.

Despite the impact of these operating pressures, Agua Caliente
does maintain significant financial flexibility, supporting the
'BB+' issuer rating.  The credit's liquidity profile is solid.
Near term uses of cash are minimal as there are no bullet
maturities due to the level annual debt service payment structure
and capital expenditure requirements are limited.  Sources of cash
include only cash flow of the gaming division and cash on the
balance sheet, as the credit does not maintain access to a
committed source of external liquidity.  Mitigating risk related
to lack of access to external capital, the casinos generate ample
free cash flow.  Even in a Fitch stress case scenario assuming a
significant EBITDA decline in Agua's fiscal 2010 before a
moderation in the operating trend in fiscal 2011, the credit
maintains more than 2.0 times coverage of its maximum annual debt
service requirement.

As is the case for many tribes with casino gaming operations, Agua
Caliente distributes nearly all residual free cash flow after
meeting fixed expenses at the casinos to the government, with only
a small amount retained for cage cash purposes.  Although Agua
Caliente's debt agreements require that debt service is met from
casino cash flow prior to distribution to the tribe, Fitch
considers the level of financial flexibility present at the tribal
government to be an important rating factor.  Positively, Agua
Caliente's governmental services budget is small relative to the
residual casino free cash flow available for distribution, even in
a fairly severe operational stress scenario.

The government maintains solid financial flexibility due to its
conservative financial policy of building cash reserves to support
debt service in the event of a drop in the casino cash flow
distributed to the government.  The tribe did use a portion of the
reserve for the October 2009 bond principal payment in order to
support member per capita payments, the level of which are
variable based on the amount of the casino cash distribution.
Commitment by the tribe's leadership to maintain a solid level of
financial flexibility at the tribal government will be necessary
to support the 'BB+' issuer rating in the event the poor casino
operating trend persists.  Specifically, if the tribe again elects
to use cash reserves for the October 2010 principal payment to
support per capita payments, it could result in downward pressure
on the rating.

Credit Metrics and Debt Covenants:

Credit metrics, including debt/EBITDA and EBITDA/ debt service
carrying charges, have deteriorated due to a reduction in free
cash flow since Fitch initially revised the credit's Rating
Outlook to Negative from Stable in November 2008.  Based on latest
12-month Sept. 30, 2009 results, debt/EBITDA equaled 2.9x and
EBITDA/maximum annual debt service equaled 2.5x.  Assuming a flat
to slightly declining EBITDA trend, debt leverage relative to
EBITDA would decline in the absence of additional debt capital
raising activity, due to the annual principal amortization
requirement of the bonds and notes.

The primary financial maintenance covenant in the debt agreements
requires 2.0x coverage of maximum annual debt service relative to
EBITDA, tested on a rolling quarterly basis, to avoid a technical
default.  Based on LTM Sept. 30, 2009 EBITDA, the credit does have
a solid cushion relative to the covenant; EBITDA would have to
decline by 19% to trip the covenant.  However, given Fitch's
expectation of continued operational headwinds in 2010, its
operational stress case assumes continued declines in EBITDA over
the next few quarters will continue to erode the cushion relative
to the covenant level, which could trigger another ratings
downgrade.

Potential Rating Drivers:

The Rating Outlook is Negative because Fitch believes the near-to-
medium term outlook for the gaming operating trend in the Southern
Californian regional markets is poor.  Additional downgrades of
Agua Caliente's rating could be the result of some combination of
these events:

  -- Regional economic conditions in the Southern Californian
     gaming markets continue to deteriorate, rather than
     stabilizing and beginning a muted recovery, and there
     continues to be no clear catalyst providing an expectation of
     near-term improvement in Agua Caliente's casino operating
     results;

  -- Further deterioration in EBITDA over the next several
     quarters erodes the cushion relative to the 2.0x debt service
     coverage financial maintenance covenant to a level where
     there is increased concern that the credit will violate the
     covenant;

  -- The tribe elects to continue to use cash reserves to support
     per capita payments.

Transaction Ratings Downgraded to 'BBB-':

The bonds and notes and rank pari passu with respect to
bondholders' security interest in the cash flows of the tribe's
casino gaming operations.  A 'BBB-' rating is assigned to debt
secured by a lien on the gaming enterprise cash flows.  The
transactions are rated one notch above the issuer rating of 'BB+'
due to credit enhancement provided by security covenants included
in the legal documents associated with the transactions.  The 2003
bonds and 2006, 2007 and 2008 notes have term maturities in 2015,
2016 and 2021.  Principal payments on the notes began in 2008 and
will ramp up through 2010.


ALERIS INT'L: Seeks Plan Exclusivity Extension Until June 7
-----------------------------------------------------------
Aleris International Inc. is asking the Bankruptcy Court for a
June 7 extension of its exclusive period to propose a plan of
reorganization, Bloomberg News' Bill Rochelle reported.  According
to the report, Aleris says it needs additional time to nail down
"a substantial investment of new capital" to underlay a plan that
would allow "right-sizing" the capital structure.  A hearing on
the request for a second extension is scheduled for January 11.

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

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

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


ALPINE SECURITIZATION: DBRS Rates Liquidity Facility at 'BB'
------------------------------------------------------------
DBRS has confirmed the rating of R-1 (high) for the Commercial
Paper (CP) issued by Alpine Securitization Corp.  (Alpine), an
asset-backed commercial paper (ABCP) vehicle administered by
Credit Suisse, New York branch.  In addition, DBRS has confirmed
the ratings and revised the tranche sizes of the aggregate
liquidity facilities (the Liquidity) provided to Alpine by Credit
Suisse.

The $8,075,134,535 aggregate liquidity facilities are tranched as
follows:

-- $7,691,607,636 rated AAA
-- $85,710,285 rated AA
-- $56,699,557 rated A
-- $86,959,509 rated BBB
-- $71,177,466 rated BB
-- $31,087,007 rated B
-- $51,893,075 unrated

The ratings are based on September 30, 2009 data.

The CP rating reflects the AAA credit quality of Alpine's asset
portfolio.  The updated credit quality aspect of the CP rating is
based on both the portfolio of assets and the available program-
wide credit enhancement (PWCE).  The rationale for the CP rating
is based on the updated AAA credit quality assessment as well as
DBRS' prior and ongoing review of legal, operational and liquidity
risks associated with Alpine's overall risk profile.

The ratings assigned to the Liquidity reflect the credit quality
of Alpine's asset portfolio based on an analysis that assesses
each transaction to a term standard.  The tranching of the
Liquidity reflects the credit risk of the portfolio at each rating
level.  The tranche sizes are expected to vary each month based on
changes in portfolio composition.

For Alpine, both the CP and the Liquidity ratings use DBRS'
simulation methodology, which was developed to analyze diverse
ABCP conduit portfolios.  This analysis uses the DBRS CDO Toolbox
simulation model, with adjustments to reflect the unique structure
of an ABCP conduit and its underlying assets.  DBRS determines
attachment points for risk based on an analysis of the portfolio
and models the portfolio based on key inputs such as asset
ratings, asset tenors and recovery rates.  The attachment points
determine the portion of the exposure rated AAA, AA, A through B
as well as unrated.

DBRS models the portfolio on an ongoing basis to reflect changes
in Alpine's portfolio composition and credit quality.  The rating
results are updated and posted on the DBRS website.


AMERICAN INT'L: Pay Czar May Lift Salary Cap for Some Executives
----------------------------------------------------------------
People familiar with the matter told Bloomberg News' Hugh Son that
Kenneth Feinberg, the U.S. paymaster for rescued companies, will
exempt some executives at American International Group Inc. from a
$500,000 salary cap after at least five employees threatened to
quit because of the limits.

Those sources told Bloomberg Mr. Feinberg may issue a ruling as
early as next week on pay limits for 75 of AIG's executives.

Bloomberg and The Wall Street Journal's Deborah Solomon and Serena
Ng report that five AIG executives last week notified AIG they
were prepared to step down if their pay is significantly cut.

The executives are Anastasia Kelly, AIG's general counsel; Rodney
Martin, who handles one of AIG's international life-insurance
businesses that is slated for an initial public offering or sale;
William Dooley, who has been overseeing the financial-services
division; Nicholas Walsh, vice chairman and head of AIG's
international property-and-casualty-insurance businesses; and John
Doyle, who heads the U.S. property-casualty business.

The Journal notes Mr. Dooley's division includes AIG Financial
Products, whose credit-derivative trades were the biggest reason
for AIG's 2008 financial problems.  The other four executives
weren't involved in the problems that sank the company, the
Journal adds.

The Journal says the five executives are worried that their 2009
pay will be cut, and that they will be subject to even tougher
restrictions in 2010, including a prohibition against collecting
so-called golden-parachute severance payments that they are
currently eligible for.

Messrs. Walsh and Doyle have since rescinded their notices.

The reports say Ms. Kelly has hired Washington-based law firm
Dickstein Shapiro LLP to represent executives concerned about
their ability to collect severance payments.  Michelle Rodgers, a
spokeswoman for the law firm, didn't immediately return calls for
comment, Bloomberg says.

Bloomberg also notes a person close to Mr. Feinberg said the
exceptions allowing for salaries greater than $500,000 were
unrelated to the five executives' threats to leave.

                            About AIG

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

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

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


ATI ACQUISITION: Moody's Assigns 'B1' Rating on Senior Facilities
-----------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to the proposed
senior secured credit facilities of ATI Acquisition Company.
Concurrently Moody's assigned B2 Corporate Family and Probability
of Default ratings to ATI.  The outlook for the ratings is stable.
Along with a Caa1-rated $65 million mezzanine tranche and an
additional equity contribution, the capital will finance the
acquisition of ATI Enterprises, Inc. by a BC Partners, Inc. fund.

The ratings are constrained by ATI's limited scale and
diversification in comparison to other, national for-profit higher
education companies, relatively high financial leverage,
expectations of weak free cash flow generation (defined as cash
from operations less capital expenditures) in the near term, and
the potential for reversals in recent growth as the economy
strengthens.  Moody's believes that part of the growth experienced
by ATI in late 2008 and fiscal 2009 is attributable to high
unemployment.  Given difficult employment conditions, prospective
workers are opting for a vocational diploma or associate degree,
instead of a prolonged job search.  The ratings are further
constrained by the regulated nature of for-profit higher
education, and intensifying scrutiny by the Department of
Education on for-profit colleges that benefit from student loan
guarantees under Title IV.  Although the government has
demonstrated its commitment to the program throughout the credit
crisis, the company's heavy reliance on student loans would
present material risks if that were to change.

Nonetheless, the Corporate Family Rating of B2 is supported by
ATI's recent record of strong execution, increases in enrollments,
relatively high placement rates for its students and declining
cohort default rates, albeit from very high levels.  The company
has benefited from increasing leads and conversion rates over the
last three years, which attest to marketing and execution strength
over, for example, community colleges and other competitors.  The
company's value proposition to students involves offering
primarily one-year diploma courses (hence lower cost), reinforced
by hands-on training and placement services.  The ratings also
reflect a significant equity contribution, inclusive of management
roll-over equity.

Moody's assigned these ratings:

* B2 Corporate Family Rating;

* B2 Probability of Default Rating;

* B1 (LGD 3, 35%) rated $35 million revolving credit facility due
  2014;

* B1 (LGD 3, 35%) rated $165 million term loan B due 2014; and

* Caa1 (LGD 5, 88%) rated $65 million senior subordinated facility
  due 2015.

The ratings outlook is stable.

The transaction is expected to be completed in December 2009.  The
ratings are contingent upon the receipt of executed documentation
in form and substance acceptable to Moody's.

This is the first time ratings were assigned to ATI by Moody's.

ATI, based in North Richland Hills, Texas, is a postsecondary
education company focused on vocational programs that operates 24
career training centers and schools in Texas, Florida, New Mexico,
Arizona, and Oklahoma with approximately 15,500 expected enrolled
students by the end of 2009.


AURORA PITTSBURGH: Case Summary & 16 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Aurora Pittsburgh, LLC
        575 Lexington Avenue
        New York, NY 10022

Bankruptcy Case No.: 09-28916

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Aurora Pittsburgh II, LLC                          09-28919
Aurora Pittsburgh III, LLC                         09-28920

Chapter 11 Petition Date: December 3, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: M. Bruce McCullough

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.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
16 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/pawb09-28916.pdf

The petition was signed by Lorenzo Cesare, manager of the Company.


AUTONATION INC: Moody's Affirms Corporate Family Rating at 'Ba1'
----------------------------------------------------------------
Moody's Investors Service affirmed AutoNation, Inc.'s Ba1
Corporate Family and Probability of Default Ratings and the SGL-2
speculative grade liquidity rating and changed the outlook to
stable from negative.  The change in outlook to stable reflects
AutoNation's solid operating performance for the past three
quarters, which has resulted in improved debt protection measures
and a stronger credit profile.

AutoNation's Ba1 rating reflects its position as the largest auto
retailer in the U.S., its good liquidity and solid credit metrics.
The rating also considers the difficult macroeconomic-driven sales
environment, AutoNation's relatively high concentration of
domestic vehicles in its sales mix, and its regional
concentrations in economically-challenged California and Florida.
"AutoNation has done a solid job of navigating the difficult
macroeconomic environment by reducing costs and paying down debt",
stated Moody's Senior Analyst Charlie O'Shea.  "Management was
very proactive with this strategy early in the downturn, which
minimized deterioration in credit metrics, and has set the stage
for what Moody's expects to be continued improvement".

The SGL-2 speculative grade liquidity rating, representing good
liquidity, reflects Moody's expectation that AutoNation will be
able to fund the majority of its operating cash flow requirements
out of internally generated cash, with only minimal reliance on
its revolving credit facility.

Ratings affirmed and LGD point estimates adjusted include:

* Corporate Family Rating at Ba1;

* Probability of Default Rating at Ba1;

* $700 million senior unsecured revolver due 2012 at Ba2 (LGD 5,
  83% from LGD 5, 82%);

* $600 million senior unsecured term loan due 2012 at Ba2 (LGD 5,
  83% from LGD 5 82%);

* $300 million senior unsecured notes due 2014 at Ba2 (LGD 5, 83%
  from LGD 5, 82%);

* $300 million senior unsecured notes due 2013 at Ba2 (LGD 5, 83%
  from LGD 5, 82%), and

* Speculative grade liquidity rating at SGL-2.

The last rating action for AutoNation, Inc., was the December 5,
2008, affirmation of the Ba1 Corporate Family and Probability of
Default ratings, affirmation of the Ba2 senior unsecured revolver,
term loan, and note ratings, the downgrade to SGL-2 of the
speculative grade liquidity rating, and change in outlook to
negative.

AutoNation, Inc., headquartered in Fort Lauderdale, FL, is the
largest dedicated retailer of automobiles, with annual revenues of
around $11 billion.


BANK OF AMERICA: S&P Raises Preferred-Stock Ratings to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
preferred-stock ratings on Bank of America Corp. to 'BB' from 'B'.
S&P also raised its preferred-stock ratings on BofA's bank
subsidiaries to 'BB+' from 'B'.  All other ratings, including the
'A/A-1' counterparty credit rating, are affirmed.  The outlook is
stable.

The rating action follows BofA's announced regulatory approval to
repay $45 billion in U.S. Treasury Troubled Asset Relief Program
funds.  Funding for the repayment will likely consist of a mix of
existing cash and new issuances of common stock equivalents, which
in S&P's view is a significantly positive step.  S&P expects the
proceeds for the repayment to come from internal resources, a
significant new equity raise, and disposal of noncore assets.  S&P
estimate that the risk-adjusted capital ratio under its
proprietary risk-adjusted capital framework would increase to
about 7.9% pro forma from 6.7% as of Sept. 30, 2009.

"We view the successful implementation and completion of the plan
as a significant positive development from a ratings perspective,"
said Standard & Poor's credit analyst John K. Bartko, C.P.A.

S&P did not include proceeds from the TARP funds in its
calculations of capital adequacy because S&P considers these funds
to be temporary.  Thus, S&P believes refinancing with more-
permanent equity benefits BofA's capital adequacy and quality.
S&P further believe the enhanced common equity position lessens
the likelihood of payment deferral on preferred securities.

Nevertheless, the preferred ratings remain noninvestment-grade.
BofA's stand-alone credit profile remains three notches below the
'A' rating on the holding company.  The SACP is unchanged because
of ongoing uncertainty regarding the company's strategic direction
and continued credit quality issues that S&P believes will lead to
weak operating performance.  Specifically, BofA's performance lags
other peers' in certain important business lines such as consumer
lending.  Revenue constraints and S&P's expectation for higher
credit costs lead us to expect continued weak earnings
performance.  Moreover, the firm remains in strategic flux as it
is seeking a CEO.

S&P considers BofA to be highly systemically important and
therefore continue to believe that BofA would receive
extraordinary government support if necessary, though S&P does not
believe such support will be needed.  Indeed, in S&P's opinion,
the extension of the $45 billion in TARP provided BofA the
necessary time required to begin to retool its operations to
better position itself for a different operating environment.

The outlook is stable.  "The current rating takes account of S&P's
expectation that financial performance will remain pressured
during the rest of 2009 and into 2010, with moderate net losses
possible.  However, S&P could raise the SACP if profitability
recovers to more normalized levels.  Conversely, if operating
performance weakens, S&P could lower the SACP.  At this time, the
outlook on S&P's 'A' rating on the holding company is stable.  The
outlook incorporates BofA's presumed successful execution of
capital-raising plans as presented by the company," Mr. Bartko
added.


BASHAS' INC: Inks Deal With Union to End Negative Campaigns
-----------------------------------------------------------
Max Jarman at The Arizona Republic says Bashas' Inc. and the
United Food and Commercial Union Workers union agreed to call off
their negative informational campaigns against one another, and
settle a raft of lawsuits that allege defamation and harassment.

The agreement, which is subject to court approval, would hasten
the Company's exit from Chapter 11 bankruptcy protection, the
report says.  The deal required both side to (i) terminate hostile
public campaigns and the use of Websites supporting these
campaigns, and use their best efforts to obtain the prompt
dismissals of pending lawsuits and administrative complaints, he
notes.

According to the Company, it has prepared a tentative
reorganization plan that calls for the Basha family to continue to
operate the business and, possibly, closes more stores.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100 million to $500 million
each in assets and debts.


BERNARD KOSAR: Ex-Wife Seeks Non-Dischargeability Ruling
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Babette Kosar, the
former wife of Bernard Kosar, has commenced an adversary
proceeding, asking the Bankruptcy Court to find that a $3 million
obligation plus monthly child support payments won't be discharged
in the former professional quarterback's Chapter 11 case.  Ms.
Kosar says an agreement accompanying the divorce called for a $1
million payment up front, $1 million two years later, plus another
$1 million in the third year, all for support and maintenance.  In
addition, Mr. Kosar owes $15,000 a month in child support.

Mr. Rochelle notes that bankruptcy law doesn't permit individuals
in Chapter 7 or Chapter 11 to escape obligations for child support
or maintenance of a former spouse.  On the other hand, marital
property settlements are unsecured claims that can be wiped out in
bankruptcy and treated like other unsecured claims.

Bernard J. Kosar, Jr., is a former Cleveland Browns and University
of Miami quarterback.  He lives in the Fort Lauderdale suburb of
Weston.  Mr. Kosar filed for Chapter 11 on June 19, 2009 (Bankr.
S.D. Fla. Case No. 09-22371).  Julianne R. Frank, Esq., represents
Mr. Kosar.  Mr. Kosar listed assets listed $9.2 million in assets
and $18.9 million in debt.  A trustee was appointed to take over
Mr. Kosar's bankruptcy estate.


BERRY PLASTICS: Beeler to Resign as Prez & COO; Becker Gets Post
----------------------------------------------------------------
Berry Plastics Corporation has received notice from R. Brent
Beeler regarding his intention to retire as President and Chief
Operating Officer of the Company and its affiliates effective
December 31, 2009.  The Company and Mr. Beeler have reached an
agreement pursuant to which Mr. Beeler will continue to serve in a
consulting role for the Company.

Randall Becker will assume the role of President and Chief
Operating Officer of the Company effective December 31, 2009.  Mr.
Becker currently serves as Executive Vice President of Operations
in the Company's Rigid Open Top Division and has been with the
company for more than 20 years.

                       About Berry Plastics

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

At September 26, 2009, the Company had total assets of
$4.401 billion against total liabilities of $4.079 billion,
resulting in stockholders' equity of $321.7 million.  Berry
Plastics reported a net loss of $26.2 million for the fiscal year
ended September 26, 2009, from a net loss of $101.1 million for
fiscal year ended September 27, 2008, and net loss of
$116.2 million for fiscal year ended September 27, 2008.

                           *     *     *

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


BIOLIFE SOLUTIONS: Reports $562,600 Net Loss for Sept. 30 Qtr
-------------------------------------------------------------
BioLife Solutions, Inc., reported a net loss of $562,621 for the
three months ended September 30, 2009, from a net loss of $662,825
for the year ago period.  BioLife reported a net loss of
$2,413,118 for the nine months ended September 30, 2009, from a
net loss of $1,970,847 for the year ago period.

Total revenue from product sales and licensing revenue was
$447,360 for the three months ended September 30, 2009, from a net
loss of $307,870 for the year ago period.  Total revenue was
$1,101,000 for the three months ended September 30, 2009, from a
net loss of $903,466 for the year ago period.

At September 30, 2009, the Company had total assets of $1,310,008
against total liabilities of $8,808,608, resulting in $7,498,600
in stockholders' deficit.

The Company has been unable to generate sufficient income from
operations to meet its operating needs and has an accumulated
deficit of approximately $50 million at September 30, 2009.  This
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company expects that it may need additional capital to reach a
sustainable level of positive cash flow.  Although the Investors
who have provided the amended Multi-Draw Term Loan Facilities
historically have demonstrated a willingness to grant access to
the Facilities and renegotiate terms of previous credit
arrangements, there is no assurance they will continue to do so in
the future, or that they will provide an extension of repayment
date of January 11, 2010.  If the investors were to become
unwilling to provide access to additional funds through the
amended Multi-Draw Term Loan Facilities, or demand repayment on
January 10, 2010, the Company would need to find immediate
additional sources of capital.  There can be no assurance that
such capital would be available at all, or, if available, that the
terms of such financing would not be dilutive to other
stockholders.  If the Company is unable to secure additional
capital as circumstances require, it may not be able to continue
its operations.

BioLife Solutions, Inc., develops, manufactures, and markets
patented hypothermic storage and cryopreservation solutions for
cells, tissues, and organs, and provides contracted research and
development and consulting services related to optimization of
biopreservation processes and protocols.  Its proprietary
HypoThermosol(R) ,CryoStor(TM), and BloodStor(TM) biopreservation
media products are marketed to companies, laboratories, and
academic institutions engaged in research and commercial clinical
applications.  The Company's line of serum-free and protein-free
biopreservation solutions are fully defined and formulated to
reduce preservation-induced, delayed-onset cell damage and death.
This platform enabling technology provides academic and clinical
researchers significant improvement in biologic source material
shelf life and also post-thaw isolated cell, tissue, and organ
viability and function.


BITHORN TRAVEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bithorn Travel Corporation
        A&M Tower Suite 700
        207 Del Parque Street
        San Juan, PR 00912

Bankruptcy Case No.: 09-10387

Chapter 11 Petition Date: December 3, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  Law Office Of Carlos Rodriguez Ques
                  Po Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  Email: cerqlaw@coqui.net

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 $7,609,900
and total debts of $5,049,460.

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/prb09-10387.pdf

The petition was signed by Pablo Morales Padillo, president of the
Company.


BUCKHEAD COMMUNITY: Delays Q3 Report, Expects $15.2-Mil. Net Loss
-----------------------------------------------------------------
Buckhead Community Bancorp, Inc., failed to file its Quarterly
Report on Form 10-Q by the November 16, 2009 deadline.  Buckhead
said it could not file the document without unreasonable effort or
expense, because it has been unable to complete the preparation of
its financial statements for the quarter ended September 30, 2009
within the prescribed time period.

Buckhead said the delay in completing the financial statements is
primarily due to an ongoing internal analysis of a portion of the
loan portfolio of the Company's wholly owned banking subsidiary,
The Buckhead Community Bank to accurately quantify the degree to
which these assets are impaired in the context of a corresponding
evaluation of the appropriateness of the Bank's loan loss reserve.
Once this review and evaluation have been completed and the
Company's financial statements are prepared, the Company's
independent auditors will be given the opportunity to complete a
review of the Company's financial statements.  The Company
continues to dedicate significant resources to the preparation of
its financial statements.

On Monday, the Troubled Company Reporter said The Buckhead
Community Bank, in Atlanta, was closed December 4 by the Georgia
Department of Banking and Finance, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with State Bank and Trust Company, Macon, Georgia, to
assume all of the deposits of The Buckhead Community Bank.

The Company said in a November filing it expects to report a net
loss for each of the three and nine months ended September 30,
2009.  While the exact magnitude of this loss can not be
determined prior to the completion of the review and evaluation,
the Company anticipates a loss of at least $15.2 million, or a
loss of $2.38 per diluted share, for the quarter ended September
30, 2009, compared to losses of $1.6 million, or $.25 per diluted
share, for the quarter ended September 30, 2008.  The difference
primarily relates to decreases in net interest income, provision
for loan losses, and non-interest expenses directly related to
non-performing assets.  Depending on the level of impairment
actually recognized and any corresponding adjustment to the Bank's
loan loss reserve, the loss actually reported by the Company could
be higher.

As of November 6, 2009, The Buckhead Community Bank had total
assets of approximately $874.0 million and total deposits of
approximately $838.0 million.  State Bank and Trust Company did
not pay the FDIC a premium for the deposits of The Buckhead
Community Bank.  In addition to assuming all of the deposits of
the failed bank, State Bank and Trust Company agreed to purchase
essentially all of the failed bank's assets.

The FDIC and State Bank and Trust Company entered into a loss-
share transaction on approximately $692 million of The Buckhead
Community Bank's assets.  State Bank and Trust Company will share
in the losses on the asset pools covered under the loss-share
agreement. The loss-sharing transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $241.4 million.  State Bank and Trust Company's
acquisition of all the deposits was the "least costly" resolution
for the DIF compared to alternatives.

The Buckhead Community Bank is the 125th FDIC-insured institution
to fail in the nation this year, and the 22nd in Georgia.


BULLY'S SPORTS BAR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Bully's Sports Bar & Grill, Inc.
        3724 Lakeside Drive, Suite 200
        Reno, NV 89509

Bankruptcy Case No.: 09-54325

Chapter 11 Petition Date: December 4, 2009

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

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

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

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

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

             http://bankrupt.com/misc/nvb09-54325.pdf

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


BUMBLE BEE: Moody's Assigns Corporate Family Rating at 'B1'
-----------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating and B1 probability of default rating to Bumble Bee Foods,
LLC.  In addition, Moody's assigned a B2 rating to the proposed
$220 million senior secured notes issuance of Bumble Bee Foods,
LLC, Connors Bros. Clover Leaf Seafoods Company and Bumble Bee
Capital Corp., as co-issuers and wholly owned subsidiaries of
Connors Bros. Holdings, L.P., collectively referred to as Bumble
Bee.  The rating outlook is stable.  The ratings are subject to
review of final documentation.

Proceeds from the notes offering combined with additional revolver
borrowings will be used to redeem approximately $140 million of
subordinated notes, repay $80 million of term loans and fund other
costs associated with the refinancing, including prepayment
premiums.  The transaction is expected to initially increase the
company's debt levels, however, it is expected to meaningfully
reduce Bumble Bee's interest burden and mandatory debt repayments.

The B1 CFR reflects Bumble Bee's top-tier position in the U.S.
shelf-stable seafood category, particularly in shelf-stable tuna
and salmon categories, and leading position in the Canadian shelf-
stable seafood category.  Moody's views Bumble Bee's categories as
relatively stable, mature and supportive of long-term earnings and
cash flow consistency.  The company's performance benefits from
higher margins on its albacore tuna sales (compared to lightmeat
tuna), its global sourcing capabilities and ability to pass
through fluctuations in fish prices.  The ratings incorporate
Bumble Bee's limited brand and category diversification outside of
its shelf-stable seafood products, an increasingly competitive
landscape with modestly declining volumes in the tuna category and
its geographic concentration in North America.  Bumble Bee's
liquidity is considered to be adequate despite the company's heavy
reliance on its revolver and limited cash balances.  These
concerns are somewhat allayed by the company's history of solid
cash generation and the expectation for debt reduction to occur in
the near-term.

Moody's views Bumble Bee's credit metrics as well positioned in
the rating category.  However, the rating is currently constrained
by leverage given Bumble Bee's limited product diversity, the
commodity-like nature of canned fish products and the unproven
financial policies related to debt reduction initiatives,
liquidity and application of unrestricted cash.  Bumble Bee's
leverage is expected to exceed 4.3x upon completion of the
refinancing, adjusted to include 75% of the preferred equity at
the investor level above Connors Bros. Holdings, L.P.
(approximately $40 million), operating leases and underfunded
pension obligations.  Positive ratings momentum could surface
following a reduction in adjusted leverage to 3.25x, if viewed as
sustainable over the long term and coupled with an enhanced
liquidity profile.

These ratings were assigned

* Corporate Family Rating at B1;
* Probability of Default Rating at B1; and
* $220 million senior secured notes due 2015 at B2 (LGD5, 75%)

This rating action assigns the initial ratings to the entities
comprising Bumble Bee.

Bumble Bee, headquartered in San Diego, California, is the largest
producer and marketer of shelf-stable seafood in North America and
maintains a leading share in virtually all segments of the U.S.
and Canadian shelf-stable seafood categories.  Products are sold
under the Bumble Bee, Clover Leaf, Brunswick, Snow and Beach Cliff
brands.  Revenues for the twelve months ending October 3, 2009,
were $970 million.


CANWEST GLOBAL: Applicants Get Nod for Bar Date Extension
---------------------------------------------------------
Canwest Global Communications Corp. and the other applicants and
partnerships -- the CMI Entities -- sought and obtained from
Honorable Justice Sarah E. Pepall of the Ontario Superior Court of
Justice an order amending the Claims Procedure Order by:

  (a) setting the CMI Claims Bar Date for any CMI Known
      Creditor to whom a CMI Claims Package was sent after
      October 22, 2009, at December 17, 2009;

  (b) extending the deadline for the CMI Entities to deliver
      CMI Notices of Revision or Disallowance to CMI Unknown
      Creditors from November 30, 2009, to December 11, 2009;
      and

  (c) extending the deadline for the CMI Unknown Creditors to
      deliver CMI Notices of Dispute of Revision or
      Disallowance from December 10, 2009, to December 23,
      2009.

Lyndon A.J. Barnes, Esq., at Osler, Hoskin & Harcourt LLP, in
Toronto, Ontario, relates that with the assistance of FTI
Consulting Canada Inc., the Court-appointed monitor under the
proceeding under Companies' Creditors Arrangement Act, the CMI
Entities used their best efforts to deliver CMI Claims Packages to
the CMI Known Creditors, including the CMI Employees, on or before
October 22, 2009.

On October 22, 2009, the Monitor sent out 1,416 CMI Claims
Packages to CMI Known Creditors, other than the CMI Employees,
and 1,989 CMI Claims Packages to CMI Employees.

According to the Monitor, despite their best efforts to identify
all CMI Known Creditors, the CMI Entities identified additional
CMI Known Creditors after October 22, 2009.  As soon as any
additional CMI Known Creditors were identified, CMI Claims
Packages were sent to these CMI Known Creditors.  As a result, CMI
Claims Packages were sent to 313 CMI Known Creditors between
October 23, 2009, and November 19, 2009.

In order to treat those CMI Known Creditors who were identified
after October 22, 2009 equitably and fairly, the CMI Entities and
the Monitor believe that any CMI Known Creditor to whom a CMI
Claims Package was sent after
October 22, 2009, should have at least the same number of days to
deliver a CMI Notice of Dispute of Claim as those CMI Known
Creditors to whom a CMI Claims Package was sent prior to or on
October 22, 2009.

Under the Claims Procedure Order, the CMI Known Creditors had
from October 22, 2009, until November 19, 2009, or 28 days, to
deliver a CMI Notice of Dispute of Claim.

Accordingly, the Canadian Court ruled that the CMI Claims Bar
Date for any CMI Known Creditor to whom a CMI Claims Package was
sent after October 22, 2009, is set at 28 days after the last date
on which the CMI Entities sent out CMI Claims Packages or December
17, 2009.

The Monitor will deliver letters to all CMI Known Creditors to
whom a CMI Claims Package was sent after October 22, 2009, to
advise them of the extended CMI Claims Bar Date.

Mr. Barnes relates that since the CMI Claims Bar Date, the
Monitor has been diligently working to identify and sort the CMI
Proofs of Claim and have commenced review of these with the CMI
Entities.  The CMI Entities and the Monitor are also
investigating whether certain of the claims submitted as CMI
Proofs of Claim ought to have been submitted as CMI Notices of
Dispute of Claim and may, therefore, not require the CMI Entities
to deliver CMI Notices of Revision or Disallowance in response the
Claims.

As of November 27, 2009, the CMI Entities and the Monitor have
not reached a final determination of the issue.

Despite their best efforts, the Monitor avers, it is apparent
that the CMI Entities and the Monitor will be unable to
adequately review all of the CMI Proofs of Claim that were
received by the CMI Claims Bar Date sufficiently to make
determinations on whether to accept, revise or reject the amount
of each Claim for voting or distribution purposes by November 30,
2009.

Accordingly, the Canadian Court ruled that the November 30, 2009,
deadline to deliver CMI Notices of Revision or Disallowance is
extended until December 11, 2009.

                       About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CANWEST GLOBAL: Asks for Ontario Court Nod to Sell Red Deer Land
----------------------------------------------------------------
Canwest Global Communications Corp. and the other applicants and
partnerships -- the CMI Entities -- ask the Canadian Court for an
order:

  (a) approving the Offer to Purchase and Interim Agreement by
      and between Canwest Television GP Inc. and Canwest
      Television Limited Partnership -- the Vendors -- and Jim
      Pattison Developments Ltd., delivered to the Vendors on
      November 26, 2009, and accepted by the Vendors on
      November 27, 2009, which provides for a sale of the real
      property located at 2840 Bremner Avenue in Red Deer,
      Alberta together with a building and related assets;

  (b) authorizing the Vendors and FTI Consulting Canada Inc.,
      the Court-appointed monitor under the proceeding under
      Companies' Creditors Arrangement Act, to complete all
      requirements, conditions and transactions contemplated
      by the Offer to Purchase;

  (c) vesting all of the Purchased Assets in the Purchaser
      free and clear of any encumbrances, save and except for
      the Title Reservations, upon the delivery of an escrow
      certificate from the Monitor to the Purchaser confirming
      that all closing deliveries have been made and are being
      held in escrow pending registration and the registration
      of the Approval and Vesting Order at the Alberta Land
      Titles Office; and

  (d) sealing the confidential supplement to the Monitor's
      Eighth Report until further order of the Court.

CTGP is the current legal owner of the Red Deer Property.  CTGP
holds title to the Red Deer Property on behalf of CTLP, which is
the sole beneficial owner of the Red Deer Property.

A single commercial building exists on the Red Deer Property.

Until recently, the Vendors operated CHCA-TV out of the main
floor of the Building.  CHCA-TV was permanently closed on August
31, 2009.

Since the closure of CHCA-TV, the Vendors have ceased regular
operations at the Red Deer Property.  The main floor of the
Building is currently unoccupied.

The upper level of the Building is currently occupied by Big
105FM Radio (CHUB), a division of Jim Pattison Industrial Ltd.,
pursuant to a lease agreement dated September 1, 2002, as amended
by a lease amendment dated August 3, 2004.  The Lease was set to
expire on November 30, 2009.

The Vendors commenced discussions with various real estate
professionals regarding a potential sale of the Red Deer Property
in February 2009, following the announcement that Canwest Global
was beginning to explore its strategic options in relation to
CHCA-TV and certain other E!-branded television stations.

According to Lyndon A.J. Barnes, Esq., at Osler, Hoskin &
Harcourt LLP, in Toronto, Ontario, in order to determine the fair
market value of the Red Deer Property, the Vendors commissioned
Colliers International Realty Advisors Inc. and Soderquist
Appraisals Ltd. to conduct independent property appraisals.

Mr. Barnes relates that a representative of the Jim Pattison
Development contacted the Vendors to express interest in the Red
Deer Property.  Discussions continued over the following several
months.  Jim Pattison Development is an affiliate of Big 105FM
Radio, Mr. Barnes says.

Jim Pattison Development delivered an executed Offer to Purchase
to the Vendors on November 26, 2009.  The Vendors accepted the
Offer to Purchase on November 27.

Mr. Barnes relates that the Offer to Purchase provides that Jim
Pattison Development offers and agrees to purchase the Red Deer
Property, together with all buildings, structures, erections,
improvements, appurtenances, and fixtures situated in or upon the
Red Deer Property, including the transmitter tower and the
Chattels, but excluding certain Excluded Improvements.

Neither the Vendors nor any of the other CMI Entities have
received any other formal expressions of interest in respect of
the Red Deer Property or in respect of the related assets, Mr.
Barnes tells the Canadian Court.

Mr. Barnes notes that, based on current market conditions, the
"fair market value" opinions expressed in the Colliers Appraisal
and the Soderquist Appraisal, and the opportunity to avoid a
lengthy listing period wherein the Building would be vacant or
only partially occupied, the Offer to Purchase represents the best
possible transaction in the circumstances for the benefit of the
CMI Entities and their stakeholders.

Mr. Barnes also warns that if the Appraisals or the unredacted
copy of the Offer to Purchase are made available to the public
and the Property Sale does not close, the CMI Entities will be at
a competitive disadvantage, as disclosure of the appraised value
of the Red Deer Property and the consideration that the Vendors
are willing to accept for the Red Deer Property would
significantly weaken the Vendors' ability to bargain with other
third parties who may later express an interest in the Red Deer
Property.

                       About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CANWEST GLOBAL: Reports C$110.7 Mil. Loss for August Quarter
------------------------------------------------------------
Canwest Global Communications Corp reported operating profits
before restructuring, impairment and other one-time expenses of
$462 million for its fiscal year ended August 31, 2009.  The
Company undertook extensive operational restructuring initiatives
resulting in substantially reduced operating expenses during the
year.  The Company's operations are well positioned to benefit
from an improving Canadian economy, relates an official statement
from Canwest.

For the fiscal year ended August 31, 2009, the Company's revenues
decreased 8% to $2.87 billion and its operating profits before
restructuring, impairment and other one-time expenses decreased by
25% to $462 million.  For the twelve month period the Company
reported a net loss of $1.69 billion including $1.42 billion in
non-cash impairment losses on goodwill, intangible assets and
property and equipment, interest rate and foreign currency swap
losses of $150 million and foreign exchange gains of $278 million.

The results reflect the impact of the extraordinary decline in
advertising revenue.  In fiscal 2009, the Company responded with
restructuring and workforce reduction initiatives which reduced
operating expenses by approximately $213 million, of which the
Canadian operations accounted for $141 million.  Through these
actions and those taken with respect to the E! network the
Company's Canadian workforce was reduced by 16% or 1,372
positions.

For the three months ended August 31, 2009, revenues were
$624 million compared to $721 million for the same period last
year.  Operating profit for the fourth quarter before
restructuring and impairment expenses was $52 million compared to
$60 million a year earlier.  For the quarter, the Company reported
a net loss of $111 million or a loss of $0.62 per share.


In millions of
dollars, except     Three Months Ended   Twelve Months Ended
per share amts.     August 31            August 31
---------------     ------------------   -------------------
                     2009    2008 Change  2009   2008  Change
                     ----    ---- ------  ----   ----  ------
Reported Results

Revenues              624     721  (13%)  2,867  3,127    (8%)

Operating profit
before restructuring,  52      60  (14%)    462    616   (25%)
impairments and
other one time
expenses

Operating profit       25      60  (58%)    310    551   (44%)

Net loss             (111) (1,019)       (1,689)(1,042)

EPS                 (0.62)  (5.74)        (9.51) (5.87)

"While the abrupt and unprecedented decline in advertising
revenue had a significant impact on Canwest, most business units
continued to perform better than the industry average with online
and specialty television reporting growth even in the face of the
recession," Canwest President and CEO Leonard Asper said.

Mr. Asper added: "During this difficult time we have taken swift
action to not only adjust our business model through aggressive
cost reductions, but have taken actions including developing new
online platforms, launched and rebranded new channels, that have
allowed us to expand our audiences and position the business units
to be even stronger competitors as the economy begins to rebound."

                        Segment Results

Publishing

Revenues for the Company's publishing operations for the fourth
quarter were $238 million, 20% lower than revenues of $299 million
for the same period in fiscal 2008.  Publishing operating profit
of $25 million for the fourth quarter was down 54% from $54
million in fiscal 2008.  For the twelve months ended August 31,
2009, revenues were $1,099 million and operating profit was $177
million down 15% and 40% respectively, from last year.  The
declines in revenues and operating profits, although partially
offset by lower operating expenses, continue to reflect the impact
of economic pressures felt across all markets.

Canadian Television Combined
(Canadian Television and CW Media)

Canadian television operations, including the CW Media specialty
television operations, reported fourth quarter revenues of $184
million, 11% lower than the same period in the previous year.
Operating profit in the fourth quarter was $12 million, compared
to a loss of $0.4 million the previous year.  For the twelve
months ended August 31, 2009, revenues were $1 billion, down 3%,
and operating profit was $194 million, up 18%, from the prior
year.  These results continue to reflect the industry leading
performance of the specialty television operations and continued
focus on cost containment initiatives.

Australian Television

Network TEN's fourth quarter revenue of $171 million was down 3%,
as compared to the same quarter in fiscal 2008.  Network TEN's
fourth quarter operating profit of $19 million was up 60% from $12
million a year earlier.  For the twelve months ended August 31,
2009, reported revenues were $636 million and operating profit was
$118 million, down 15% and 36% respectively, from last year.
These results continued to be impacted by the difficult Australian
advertising market and the effect of a  weaker currency relative
to the Canadian dollar throughout fiscal 2009.

Highlights

* On October 5, 2009, Canwest entered into a support agreement
  with the members of the ad hoc committee of 8% noteholders
  (the "Ad Hoc Committee") of Canwest Media Inc. ("CMI"),
  whereby, subject to certain conditions, the Ad Hoc Committee
  agreed to support a recapitalization plan in respect of CMI.
  As part of the implementation of the recapitalization plan,
  and in accordance with the support agreement, the Company
  together with certain of its subsidiaries, voluntarily filed
  for creditor protection under the Companies' Creditors
  Arrangement Act (Canada) ("CCAA") on October 6, 2009.

* On October 1, 2009, Canwest completed the sale of all its
  interest in Ten Network Holdings Limited ("TNHL").  Net
  proceeds of $618 million were used to repay the 12% secured
  notes issued by CMI and Canwest Television Limited
  Partnership, advances under the CIT Business Credit Canada
  Inc. ("CIT") credit facility, partially repay amounts
  outstanding under the 8% CMI notes and for general corporate
  purposes.

* On August 31, 2009, Canwest Limited Partnership reached a
  forbearance agreement with the administrative agent under
  its senior secured credit facility whereby the
  administrative agent agreed to forbear from acting on
  certain defaults in the Limited Partnership's senior credit
  agreement to November 9, 2009.  Canwest Limited Partnership
  and its senior lenders are in discussions regarding a
  further extension of the forbearance period and regarding
  the framework for a potential financial restructuring.

* For the year, Canwest conventional television's 7% revenue
  decline outperformed the Canadian Conventional television
  advertising market's decline of 12%.  The Global network is
  off to its best Fall in over half a decade with its
  primetime audience increasing by 56% for total viewers
  nationally and 37% for Adults 18-49.

* Global continues to be solidly positioned for audience
  growth with returning hit shows every night of the week from
  House, to NCIS, to Survivor, to Family Guy and Bones.  It
  has added to this lineup some of the most popular new shows
  on television including Glee, NCIS: LA, The Cleveland Show,
  Lie to Me and The Good Wife.

* Global now owns half of the Top 10 programs in the country,
  and in the key markets of Toronto, Calgary and Vancouver,
  Global has four, five and six of the Top 10 programs,
  respectively.

* House remains Canada's #1 Show -- nationally and in all key
  markets.  Global is also home to the season's top three
  breakout hit series and 10 of the Top 20 overall programs.

* For the year, Canwest specialty channels outperformed the
  Canadian Specialty advertising market demonstrating 3%
  growth while the industry declined by 2%.

* Canwest has 4 of the top 10 specialty analog channels with
  History Television at number 3 with its audience increasing
  by 14%.

* Canwest maintained its dominance of specialty digital
  channels having all 5 out of the Top 5 digital channels.

* Canwest Publishing signed distribution agreements that
  support the Company's strategy to ensure that its content is
  available to people wherever they want it and ensuring that
  advertisers are able to reach the consumers that they want.

* Canwest's daily newspapers and canada.com went live with
  mobile-optimized versions of their destination news and
  information websites for consumers on-the-go and at work.

* Canwest Publishing reached an agreement with Amazon to carry
  the Company newspaper content on their Kindle devices.  The
  National Post will be the first product available on Kindle
  followed by Canwest's other major daily newspapers within a
  few months.

* Canwest's digital network attracted on average 6.3 million
  unique visitors monthly and compared to last year, moved up
  one place to become the 5th ranked portal on the comScore
  ranking.

* canada.com Newspapers ranked No. 1 in the newspaper category
  with 2.9 million unique monthly visitors, an increase of 33%
  from the fourth quarter last year.

* Global News unveiled its redesigned comprehensive news
  portal, News.globaltv.com.  Boasting the combined resources
  of Canada's largest news operation, the new collection of
  sites includes redesigned national, international and local
  news pages in a user-friendly multimedia design.

                   Canwest Restructuring

CMI is in default under the terms of its 8% senior subordinated
unsecured notes indenture as a consequence of the non payment of
interest due in September 2009.  On October 5, 2009, Canwest
Global Communications Corp.  entered into a Support Agreement with
the Ad Hoc Committee which sets out the terms and conditions of a
proposed recapitalization transaction (the "Recapitalization
Agreement").  The proposed recapitalization transaction is
supported by members of the Ad Hoc Committee representing over 70%
of the outstanding principal amount of 8% senior subordinated
notes issued by CMI.  The support of the proposed recapitalization
transaction by the Ad Hoc Committee is subject to the satisfaction
of a number of conditions and the Recapitalization Agreement may
be terminated under certain circumstances.

After consideration of all other alternatives, the Company
determined, with the support of the Ad Hoc Committee that a
financial and corporate restructuring could be most effectively
achieved within the framework of creditor protection proceedings.
On October 6, 2009, pursuant to the Recapitalization Agreement
Canwest voluntarily applied for and successfully obtained an order
from the Ontario Superior Court of Justice (the "Court") providing
creditor protection under the CCAA for Canwest Global
Communications Corp., Canwest Media Inc., Canwest Television
Limited Partnership (including Global Television, MovieTime,
DejaView and Fox Sports World), The National Post Company and
certain non-operating subsidiaries.  Canwest Limited Partnership
(and its subsidiaries including Canwest Publishing Inc.) and CW
Investments Co. (and its subsidiaries including CW Media Holdings
Inc.) are not included in these proceedings.

Through the term of the CCAA proceedings, the applicants remain in
possession of their assets and properties and will continue to
operate the businesses with the assistance of the Court appointed
monitor and under the supervision of the Court.  The Company has
secured debtor-in-possession financing from CIT to $100 million,
which together with liquidity provided from the sale of the
Company's 50.1% shareholdings in TNHL, is expected to be
sufficient to fund operations until the expected date when the
recapitalization transaction is completed.

Canwest Limited Partnership, is in default under the terms of its
senior secured credit facilities, its senior subordinated
unsecured credit facility and its senior subordinated unsecured
notes indenture as a result of, among other things, it
discontinuing interest and principal payments effective in May
2009 and its failure to satisfy the demand for immediate
repayment of its obligations related to certain hedging
derivative instruments which were terminated as a consequence of
the foregoing defaults.

Effective August 31, 2009, Canwest Limited Partnership entered
into a forbearance agreement with the administrative agent under
the senior secured credit facility under which the administrative
agent has agreed to not take any steps with respect to certain
defaults that arose under the senior secured credit facility prior
to that date and to work with management of Canwest Limited
Partnership to develop and implement a consensual pre-packaged
restructuring, recapitalization or reorganization of Canwest
Limited Partnership and its subsidiaries.  In accordance with the
terms of the forbearance agreement, the lenders cancelled all
undrawn amounts under the revolving credit facility.  Canwest
Limited Partnership agreed to pay the interest owing and the
continuing interest on its senior secured loans and on the
amounts outstanding under the terminated hedging arrangements.
The forbearance agreement is subject to a number of conditions
and requires the achievement of certain milestones.  The term of
the agreement, originally October 31, 2009, was extended to
November 9, 2009.  This agreement has expired, however, Canwest
Limited Partnership and its lenders under the senior secured
credit facilities continue discussions regarding the framework for
a potential financial restructuring.  These creditors could demand
the immediate repayment of the amounts outstanding.  While the
Company is pursuing the financial restructuring that it requires
to recapitalize the Company and reduce its debt obligations it
remains focused on improving operational efficiency and continues
to execute its business strategy across all lines and win market
share in a recovering economy.

Canwest will not be hosting a quarterly conference call/audio
webcast to discuss fourth quarter fiscal 2009 results.

Canwest Global Communications Corp. financial statements and
Management's Discussion and Analysis for three and twelve months
ended August 31, 2009 are available on the Company's Web site
http://www.canwest.com

Financial statements and Management's Discussion and Analysis for
three and twelve months ended August 31, 2009, for Canwest Media
Inc. can be found on http://www.canwest.com

Financial statements and Management's Discussion and Analysis for
three and twelve months ended August 31, 2009, for Canwest
Limited Partnership can be found on http://www.canwest.com

Financial statements for Ten Network Holdings Limited can be
found at http://www.tencorporate.com.au.

A full-text copy of Canwest's Year-End Financial Results is
available for free at:

         http://bankrupt.com/misc/NTK_4QResults.pdf

              CANWEST GLOBAL COMMUNICATIONS CORP.
                 Consolidated Balance Sheet
                     As of August 31, 2009

ASSETS
Current Assets
Cash and cash equivalents                       C$106,051,000
Restricted cash                                    16,402,000
Accounts receivable                               466,232,000
Inventory                                           6,618,000
Investment in broadcast rights                    266,940,000
Future income taxes                                16,273,000
Other current assets                               41,316,000
Assets of discontinued operations                           0
                                                  919,832,000
Other investments                                   9,152,000
Investment in broadcast rights                    209,123,000
Property and equipment                            644,108,000
Future income taxes                               241,968,000
Other assets                                       37,868,000
Intangible assets                               1,462,487,000
Goodwill                                        1,142,431,000
Assets of discontinued operations                           0
                                              ---------------
                                              C$4,666,969,000
                                              ===============
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities        C$573,944,000
Income taxes payable                               34,485,000
Broadcast rights payable                          109,805,000
Deferred revenue                                   36,713,000
Future income taxes                                38,268,000
Current portion of long-term debt &
obligations                                    2,339,562,000
Current portion of hedging derivative
instruments                                       24,522,000
Current portion of derivative instruments           6,497,000
Liabilities of discontinued operations                      0
                                                3,163,796,000
Long-term debt                                  1,193,782,000
Hedging derivative instruments                     74,112,000
Derivative instruments                              3,083,000
Obligations under capital leases                    3,872,000
Other long-term liabilities                       222,561,000
Future income taxes                               159,827,000
Deferred gain                                     174,017,000
Puttable interest in subsidiary                   645,216,000
Minority interest                                 125,147,000
Liabilities of discontinued operations                      0
                                              ---------------
                                                5,765,413,000
                                              ---------------
Going concern
Commitments, contingencies and guarantees
Subsequent events
SHAREHOLDERS? DEFICIENCY
Capital stock                                     852,375,000
Contributed surplus                                17,239,000

Deficit                                        (1,927,911,000)
Accumulated other comprehensive loss              (40,147,000)
                                               (1,968,058,000)
                                               (1,098,444,000)
                                              ---------------
                                              C$4,666,969,000
                                              ===============

             CANWEST GLOBAL COMMUNICATIONS CORP.
                Consolidated Statement Of Loss
         For The Three Months Ended August 31, 2009

Revenue                                         C$624,394,000
Operating expenses                                572,720,000
Restructuring expenses                             22,916,000
Broadcast rights write-downs                        3,534,000
Retirement plan curtailment expense                    27,000
                                              ---------------
                                                   25,197,000
Amortization of intangible assets                   1,952,000
Amortization of property and equipment             25,036,000
Other amortization                                     78,000
                                              ---------------
Operating income                                   (1,869,000)
Interest expense                                  (80,080,000)
Accretion of long-term liabilities                (43,139,000)
Interest income                                       449,000
Interest rate and foreign currency swap             7,164,000
Foreign exchange gains (losses)                    (6,939,000)
Investment gains, losses and write-downs           58,938,000
Impairment loss on property and equipment                   -
Impairment loss on intangible assets                        -
Impairment loss on goodwill                       (28,250,000)
                                              ---------------
                                                  (93,726,000)
Provision for (recovery of) income taxes           13,452,000
                                              ---------------
Loss before the following                        (107,178,000)
Minority interest                                  (4,020,000)
Interest in earnings of equity accounted
affiliates                                            171,000
Realized currency translation adjustment              107,000
                                              ---------------
Net loss from continuing operations              (110,920,000)
Gain from sale of discontinued operations             195,000
Loss from discontinued operations                           -
                                              ---------------
Net earnings from discontinued operations             195,000
                                              ---------------
Net loss for the period                        (C$110,725,000)
                                              ===============

              CANWEST GLOBAL COMMUNICATIONS CORP.
                Consolidated Statement Of Loss
              For The Year Ended August 31, 2009

Revenue                                       C$2,867,459,000
Operating expenses                              2,405,452,000
Restructuring expenses                             72,158,000
Broadcast rights write-downs                       48,756,000
Retirement plan curtailment expense                31,327,000
                                              ---------------
                                                  309,766,000
Amortization of intangible assets                   7,978,000
Amortization of property and equipment            104,590,000
Other amortization                                    412,000
                                              ---------------
Operating income                                  196,786,000
Interest expense                                 (324,672,000)
Accretion of long-term liabilities               (109,196,000)
Interest income                                     2,445,000
Interest rate and foreign currency swap          (150,327,000)
Foreign exchange gains (losses)                   277,952,000
Investment gains, losses and write-downs           52,512,000
Impairment loss on property and equipment         (32,418,000)
Impairment loss on intangible assets             (226,341,000)
Impairment loss on goodwill                    (1,158,339,000)
                                              ---------------
                                               (1,471,598,000)
Provision for (recovery of) income taxes          165,181,000
                                              ---------------
Loss before the following                      (1,636,779,000)
Minority interest                                       3,000
Interest in earnings of equity accounted
affiliates                                         1,181,000
Realized currency translation adjustment             (718,000)
                                              ---------------
Net loss from continuing operations            (1,636,313,000)
Loss from sale of discontinued operations          (8,755,000)
Loss from discontinued operations                 (44,201,000)
                                              ---------------
Net loss from discontinued operations             (52,956,000)
                                              ---------------
Net loss for the year                        (C$1,689,269,000)
                                              ===============

              CANWEST GLOBAL COMMUNICATIONS CORP.
             Consolidated Statement of Cash Flows
              For The Year Ended August 31, 2009


CASH GENERATED (UTILIZED) BY:
OPERATING ACTIVITIES
Net loss for the year                        (C$1,689,269,000)
Net loss from discontinued operations              52,956,000
Items not affecting cash
  Amortization                                    112,980,000
  Net non-cash interest expense                    49,172,000
  Accretion of long-term liabilities              109,196,000
  Future income taxes                             151,060,000
  Realized foreign currency translation
   adjustments                                        718,000
  Interest rate and foreign currency swap losses   29,311,000
  Broadcast rights write-downs                     48,756,000
  Impairment loss on property and equipment     1,417,098,000
  Investment gains, losses and write-downs        (52,512,000)
  Pension expense in excess of (less than)
   employer contributions                         (6,7 58,000)
  Minority interest                                    (3,000)
  Earnings of equity accounted affiliates          (1,181,000)
  Foreign exchange (gains) losses                (277,011,000)
  Stock based compensation expense                  2,935,000
Repayment of non-cash accrued interest on
long-term debt                                             0
                                              ---------------
                                                  (52,552,000)
Changes in non-cash operating accounts            (68,907,000)
                                              ---------------

Cash flows from operating activities of
continuing operations                           (121,459,000)
Cash flows from operating activities of
discontinued operations                           16,920,000
Cash flows from operating activities             (104,539,000)

INVESTING ACTIVITIES
Other investments                                  10,486,000
Restricted cash                                    (2,500,000)
Hollinger settlement                               34,000,000
Proceeds from sale of discontinued operations      15,951,000
Payment of acquisition costs                                0
Cash from equity accounted affiliates                       0
Proceeds from sale of property and equipment       14,062,000
Purchase of property and equipment                (79,330,000)
Investing activities of discontinued operations       (27,000)
                                              ---------------
                                                   (7,358,000)

FINANCING ACTIVITIES
Issuance of long-term debt, net of financing costs 98,950,000
Repayment of long-term debt                        (7,250,000)
Advances (repayments) of revolving facilities    (154,483,000)
Settlement of hedging derivative instruments      104,827,000
Swap recouponing payments                           5,000,000
Payments of capital leases                         (3,651,000)
Share issuance by Ten Network Holdings Limited    120,671,000
Payment of distributions to minority interest     (18,621,000)
                                              ---------------
                                                  145,443,000
                                              ---------------
Foreign exchange gain (loss) on cash
denominated in foreign currencies                   (957,000)
                                              ---------------

Net change in cash and cash equivalents            32,589,000
Cash and cash equivalents ? beginning of year      73,462,000
                                              ---------------
Cash and cash equivalents ? end of year         C$106,051,000
                                              ===============

                       About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CARE FOUNDATION: Has Until March 30 to Solicit Acceptances of Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee to
extended until March 30, 2010, Care Foundation of America, Inc.,
et al.'s exclusive period to obtain acceptance of their Joint Plan
of Reorganization.

Based in Nashville, Tennessee, Care Foundation of America, Inc.,
is a nonprofit corporation.  Care Foundation and its affiliates
each own certain real estate, improvements, and fixtures in the
Tampa Bay, Florida that each one in turn leases to Health Services
Management, Inc., and its wholly owned subsidiaries for use as a
skilled nurning facility.

The facilities are known as Ayers Health & Rehabilitation Center,
Brooksville Healthcare Center, Bear Creek Nursing Center, Heather
Hill Healthcare Center, Royal Oak Nursing Center, and as Cypress
Cove Care Center.  The Company and five affiliates filed separate
petitions for Chapter 11 relief on December 31, 2008 (Bankr. M.D.
Tenn. Lead Case No. 08-12367).

David E. Lemke, Esq., at Waller Landsden Dortch & Davis,
represents the Debtors as counsel.  When the Debtors filed for
protection from their creditors, they listed total assets of
between $50,000,000 and $100,000,000, and total debts of between
$1,000,00 and $10,000,000.


CARNEROS III: DBRS Downgrades Series A, B, C & E Notes to 'C'
-------------------------------------------------------------
DBRS has downgraded the Series A, B, C and E Notes (collectively,
the Notes) issued by Carneros plc III (the Transaction).  The
Series A and E Notes have been downgraded to C from CCC, and the
Series B and C Notes have been downgraded to C from CCC (low).
The Transaction was originated in May 2006 with an initial term of
approximately ten years.  The Transaction consists of customized
synthetic investment-grade CDO tranches, with separate credit
default swaps for each series of notes.  Credit enhancement for
each series of Notes is provided by subordination from all lower
tranches.

On January 2, 2009, the Notes were downgraded due to a number of
the portfolio's underlying reference entities experiencing
significant downgrades.  In the first quarter of 2009, multiple
mortgage
insurers experienced severe rating migration.  The Transaction has
significant exposure to mortgage insurers, and two of the insurers
referenced by the portfolio suffered downgrades of five to eight
notches.  As a result, the Notes were downgraded to CCC or lower
on March 6, 2009.  Since the previous rating actions, credit
events have been triggered for Syncora Guarantee Inc. (Syncora)
and Idearc Inc. (Idearc).  The Transaction has 1.25% exposure to
Syncora and 0.50% to Idearc.  Based on the final recovery amounts,
the losses to the portfolio from the Syncora and Idearc credit
events are 166 basis points (bps).  These losses significantly
reduced the subordination available to each series of notes.
Furthermore, a credit event was recently triggered for CIT Group
Inc. (CIT); the Transaction has 2.00% exposure to CIT.  Using the
International Swaps and Derivatives Association (ISDA) protocol, a
recovery rate of 68.125% was determined for CDS referencing CIT.
The Transaction does not use the ISDA protocol to determine final
valuations; however, if the ISDA result were applied, the
resulting loss to the portfolio would cause first dollar loss for
the Series B and C Notes, and the Series A and E Notes would be
left with less than 40 bps of remaining subordination. As a
result, ratings on the Series A, B, C and E Notes have been
downgraded to C.

The Transaction has the following challenges:
* The portfolio has 2% exposure to both MBIA Insurance
  Corporation and Ambac Assurance Corporation. If either
  entity experiences a credit event, the resulting loss will
  likely cause first dollar loss to all series of Notes.

* The thickness of the Transaction's CDO tranches is only 1.0%
  of the total portfolio notional amount.  If enough losses
  accumulate to breach the subordination provided to a series
  of the Notes, each subsequent default or loss will result in
  a large percentage of the initial investment being lost.  As
  a result, there would be potential for investors to lose
  their entire investment under such a scenario.

* Of the portfolio's underlying ratings (notional-weighted),
  57% are currently on negative watch or negative trend by at
  least one rating agency.  For each series of Notes, the
  scheduled termination of the credit default swap is June 20,
  2016.  DBRS is actively monitoring the credit quality of the
  Transaction and will provide further updates as necessary.


CATHOLIC CHURCH: Jesuits Face 500 Claims Over Sexual Abuse
----------------------------------------------------------
John Stucke at The Seattle Times says more than 500 people filed
claims against Oregon Province of the Society of Jesus accusing
Jesuits of sexually abusing children.

Mr. Stucke relates the alleged victims demands payouts asserting
that the province remains a wealth organization that misstated its
financial standing.  They asserted that the Jesuits own Gonzaga
University, Gonzaga Preparatory School, and Seattle University, he
notes.

The Jesuits settled 200 additional sex-abuse claims including
claims by 110 Alaska Natives, who settled for $50 million last
year, Mr. Stuck says.

Based in Portland, Oregon, Society of Jesus Oregon Province filed
for Chapter 11 protection on February 17, 2009 (Bankr. D. Oreg.
Case No. 09-30938).  Alex I Poust, Esq., Howard M. Levine, Esq.,
and Thomas W. Stilley, Esq., at Sussman Shank LLP, represent the
Debtor.  In its petition, the Debtor has $4,820,386 in total
assets, and $61,775,829 in total debts.


CENTRAL VERMONT: Moody's Affirms 'Ba2' Preferred Stock Rating
-------------------------------------------------------------
Moody's Investors Service assigned a Baa3 Issuer Rating for
Central Vermont Public Service Corporation and also assigned a
Baa1 senior secured rating to the company's currently outstanding
first mortgage bonds, which were previously unrated by Moody's.
At the same time, Moody's affirmed CVPS' current Ba2 preferred
stock rating and the company's current stable rating outlook.

The rating actions take into account CVPS's primarily regulated
business and operating risks; the adequacy of the utility's power
supply portfolio; and the strength of its financial profile,
including liquidity supported by a committed multi-year revolver.
The rating also reflects the degree of regulatory support provided
by the Vermont Public Service Board.  "We have observed an
improving trend in the regulatory relationships between the
Vermont Department of Public Service, the VPSB and CVPS in recent
years", said Moody's Vice President and Senior Analyst, Kevin
Rose.  "This is most notable through a three-year Alternative
Regulation Plan approved in 2008, which improves the certainty and
timeliness of the company's cost recovery", Rose added.

CVPS has had a relatively strong financial profile over the 2006 -
2008 period, with CFO pre-w/c to interest and debt metrics
averaging around 4.0x and 20%, respectively.  Although the
company's financial profile is expected to decline somewhat, given
the assumed debt financing for a portion of its significantly
higher capital expenditure program over the next five years, key
metrics should still remain within the Baa-rating category,
according to the Regulated Electric and Gas Utilities Rating
Methodology published in August 2009.

Key credit issues going forward include the ongoing efforts in the
state to extend the operating license for the Vermont Yankee
nuclear power plant and the need for CVPS to extend and/or replace
the significant power supply contracts it has in place with the
current owners of VY and Hydro Quebec (i.e., CVPS currently
derives nearly 74% of its power needs from these two sources).
Moreover, Moody's consider the ARP approach to ratemaking to be
credit positive to date, so extension of this approach in a
similarly supportive form beyond 2011 (the current expiration of
the existing ARP period) will also have a bearing on the future
credit quality of CVPS.

Ratings assigned include:

Issuer Rating at Baa3

* 8.91% Series JJ First Mortgage Bonds due 12/15/2031 at Baa1
* 6.9% Series OO First Mortgage Bonds due 12/15/2023 at Baa1
* 5.0% Series SS First Mortgage Bonds due 6/15/2011 at Baa1
* 5.72% Series TT First Mortgage Bonds due 6/15/2019 at Baa1
* 6.83% Series UU First Mortgage Bonds due 5/15/2028 at Baa1

Ratings affirmed include:

* Preferred Stock at Ba2

The last rating action for CVPS was October 26, 2001, when Moody's
upgraded the company's preferred stock rating to Ba2 from Ba3 with
a stable rating outlook.

Central Vermont Public Service Corporation is Vermont's largest
vertically integrated electric utility, serving to approximately
159,000 customers.  The company is headquartered in Rutland,
Vermont.


CHARLES DAVID MCINTYRE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Joint Debtors: Charles David McIntyre
                 aka McIntyre Properties
                 aka David McIntyre
               Janet Rowland McIntyre
                 aka Janet Lynn Rowland McIntyre
               327 Austin Drive
               Gaffney, SC 29340

Bankruptcy Case No.: 09-09064

Chapter 11 Petition Date: December 3, 2009

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

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  Email: bknotice@thecooperlawfirm.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.


CHRYSLER LLC: To Settle Issues with 789 Discontinued Dealers
------------------------------------------------------------
BankruptcyData reports that Chrysler has said that it has agreed
to offer a binding independent review process for discontinued
dealers.

"Chrysler Group LLC appreciates the leadership that Senate
Majority Whip Richard Durbin, House Majority Leader Steny Hoyer
and their staffs have displayed in the effort to settle issues
regarding discontinued dealers amicably.  As a result of these
discussions, Chrysler has agreed to provide a binding independent
review process for discontinued dealers, with the understanding
that this binding independent review is an alternative to federal
legislation affecting Chrysler's dealer network," the Fiat SpA and
the U.S. government owned automaker said in a statement.

"As a show of good faith, Chrysler is implementing the binding
independent review process today... A detailed letter describing
the offer will be mailed to all 789 discontinued dealers on or
before December 10, 2009, and the process will begin at that time
. . . .  The road to recovery for Chrysler required the company to
make some very difficult decisions and sacrifices in order to
build a vibrant new company. While Chrysler has not closed the
door to further discussion with the dealer groups, Chrysler
believes that the process it offers today fully addresses concerns
that Congress and the discontinued dealers have raised: it
provides transparency, a right of appeal, and opportunities to
join the new dealer network. Moving forward with this process
today enables us to focus our efforts on the business of servicing
our current dealer network and building and selling new Chrysler,
Jeep, Dodge and Ram vehicles -- our best way to repay the nation's
support."

                     About Chrysler Group LLC

Headquartered in Auburn Hills, Michigan, Chrysler Group LLC,
formed in 2009 from a global strategic alliance with Fiat Group,
produces Chrysler, Jeep, Ram, Dodge, Mopar and Global Electric
Motorcars (GEM) brand vehicles and products.

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

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

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


CIRCLE BUILDING LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Circle Building, LLC
        Post Office Box 6868
        Hilton Head Island, SC 29928-6868

Bankruptcy Case No.: 09-09119

Chapter 11 Petition Date: December 4, 2009

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

Judge: Robert Brizendine

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) 379-9844
                  Email: butch@butchclaytonlaw.com

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

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

According to the schedules, the Company has assets of $1,700,000,
and total debts of $1,684,683.

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

The petition was signed by Eugene J. Laurich, managing member of
the Company.


COATES INT'L: Reports $688,830 Net Loss for September 30 Quarter
----------------------------------------------------------------
Coates International, Ltd., reported a net loss of $688,830 for
the three months ended September 30, 2009, from a net loss of
$101,965 for the year ago period.  The Company reported a net loss
of $419,338 for the nine months ended September 30, 2009, from a
net loss of $602,659 for the year ago period.

The Company did not earn any revenue during the quarter.  The
Company earned revenue of $490,183 from research and development
and gain on sale of land and building for the 2008 third quarter.
Revenues were $1,668,479 for the nine months ended September 30,
2009, from $1,190,183 for the year ago period.

At September 30, 2009, the Company had total assets of $3,124,762
against total liabilities of $3,423,420, resulting in $298,658 in
stockholders' deficiency.

In October 2009, the Company entered into a joint venture
arrangement with an independent third party for the purpose of
undertaking a private offering of collateralized zero coupon bonds
to institutional investors.  If successful, the net proceeds are
expected to be approximately $300 million, which would become
available to the Company for working capital purposes as needed to
fulfill its business plan.  The Company intends to use a large
portion of the net proceeds over the first 12 months for the start
up capital necessary to commence production in New Jersey while it
is setting up large scale manufacturing in Oklahoma.  Thereafter,
remaining net proceeds from this offering would be employed in
establishing additional large scale manufacturing for other
applications of its CSRV system technology.

The Company is required to pay an up front $400,000 engagement and
services fee to its JV partner.  The Company paid $50,000 of this
fee in October 2009.  Although the Company will own 90% of the JV
entity, it will be allocated 100% of the JV entity's profits and
losses.  Although the JV entity would be the issuer of the zero
coupon bonds, the JV entity would have liens on all of the assets
of the Company, including all of its intellectual property.  This
entity's financial condition and results of operations will be
required to be consolidated into the Company's financial
statements in future reporting periods.

                    Issuance of Promissory Notes

In late October 2009, the Company received $100,000 from The
Coates Family Trust, a trust owned and controlled by George J.
Coates and $100,000 from one of its directors and issued
promissory notes which mature in July 2010 and provide for
interest at the rate of 17% per annum, compounded monthly. A
transaction fee of $7,500 related to each promissory note is also
payable at maturity.  For accounting purposes, the transaction
fees will be amortized to interest expense over the term of the
promissory notes resulting in a combined effective annual rate of
interest of approximately 28.7%.

                  Grant of Employee Stock Options

In November 2009, the Company granted 50,000 employee stock
options each to George J. Coates and one of its directors pursuant
to the Stock Plan.  Each stock option vests upon one year of
service, expires in November 2024 and may be exercised to purchase
one share of the Company's common stock at a price per share of
$0.43.

                           Going Concern

The Company said it incurred net losses for the three and nine
month periods ended September 30, 2009 and, except for the year
ended December 31, 2008, has incurred recurring annual net losses
since inception.  As of September 30, 2009, the Company had a
Stockholders' Deficiency of $299,000.  At September 30, 2009, the
Company had negative working capital of ($2,285,000), compared
with negative working capital of ($34,000) at December 31, 2008.
In addition, the current economic environment, which is
characterized by tight credit markets, investor uncertainty about
how to safely invest funds and low investor confidence, has
introduced additional risk and difficulty in the Company's
challenge to secure needed additional working capital.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Management has instituted a cost control program intended to cut
variable costs to only those expenses that are necessary to
complete its activities related to entering the production phase
of its operations, develop additional commercially feasible
applications of the CSRV technology, seek additional sources of
working capital and cover the general and administrative expenses
in support of such activities.  The Company has been actively
undertaking efforts to secure new sources of working capital.
During the nine months ended September 30, 2009, the Company
received $690,000 from research and development fees and received
proceeds of approximately $676,000 from the sale of common stock
and warrants.  The Company continues to actively seek out new
sources of working capital; however, there can be no assurance
that it will be successful in these efforts.

Weiser LLP, in New York, expressed substantial doubt about Coates
International's ability to continue as a going concern after
auditing the financial statements for year ended December 31,
2008.  The auditing firm said that the Company continues to have
negative cash flows from operations, recurring losses from
operations in prior years, and has a stockholders' deficiency.

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.


COHARIE HOG: Has Until March 7 to File Plan of Reorganization
-------------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina ordered Coharie Hog Farms, Inc.
to file a disclosure statement and plan of reorganization on or
before March 7, 2010.

Clinton, North Carolina based Coharie Hog Farm, Inc., says it has
been one of the largest swine producers in the U.S., supplying
more than 500,000 hogs a year to a plant operated by Smithfield
Foods Inc.  It produced more than 140 million pounds of pork
annually.  The closely held operation has six storage facilities
with 3.9 million bushels of capacity.  The business used more than
100 contract farmers to raise hogs for market.  Anne Faircloth
owns 75% of the Company and Nelson Waters owns the remaining
quarter.

Coharie Hog Farm filed for Chapter 11 on Nov. 6, 2009 (Bankr. E.D.
N.C. Case No. 09-09737). Terri L. Gardner, Esq., at Nelson Mullins
Riley & Scarborough, LLP, represents the Debtor in its Chapter 11
effort. The petition says assets and debts range from $10,000,001
to $50,000,000.


COLONIAL BANCGROUP: Pursuing Right to Use More Cash
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Colonial BancGroup
Inc. is asking the Bankruptcy Court for an order allowing it to
use cash from assets that haven't yet been liquidated.  Earlier in
the case, the bankruptcy court authorized using $1.43 million in
cash from one of several bank accounts holding a total of
$38.4 million.  Alabama taxing authorities, Branch Banking & Trust
Co., and the FDIC all claim security interests in the deposit
accounts.

According to the report, to avoid a fight over whether it can use
cash representing collateral for secured lenders' claims, Colonial
is seeking the right to use proceeds from assets it doesn't
believe are subject to secured claims.

The first asset likely to be freed for use is funds being held for
deferred compensation.  Companies in bankruptcy frequently contend
that funds of the type aren't held in trust and are unencumbered
assets, Mr. Rochelle says.

                     About Colonial BancGroup

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

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

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


CONNORS BROS: S&P Assigns Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to San Diego, California-Based Connors
Bros. L.P.  The outlook is stable.

At the same time, S&P assigned a 'B+' senior secured and a '4'
recovery rating to a planned $220 million senior secured note
offering due 2015.  The '4' recovery rating indicates S&P's
expectation of average recovery (30% to 50%) in the event of a
payment default.  Co-issuers of the note offering will be Bumble
Bee Foods LLC, Connors Bros. Clover Leaf Seafoods Co., and Bumble
Bee Capital Corp., all wholly owned subsidiaries of Connors Bros.
L.P.

The notes will be issued pursuant to Rule 144A with registration
rights, and proceeds will be used primarily to refinance existing
debt.  Approximately $422 million of funded debt is expected to be
outstanding at the closing of the planned transaction.

"The ratings on Connors Bros. L.P. reflect the company's narrow
product focus, limited international diversity, mature growth
prospects for shelf-stable seafood products, potential impact on
volumes sold from price increases, and relatively low operating
margins," said Standard & Poor's credit analyst Patrick Jeffrey.
Offsetting these negatives, the company benefits from its leading
market positions in shelf-stable seafood, well recognized brands,
and solid credit measures for the rating.

S&P believes Connors Bros. has a narrow product focus with more
than 90% of its total sales in shelf-stable seafood with the
majority of these sales in the tuna category.  As a result, it is
S&P's opinion that the company's operations could be materially
affected by a product recall or quality issues, particularly
relating to tuna.  Although Connors Bros. L.P. and its predecessor
entity Connor Bros. Income Fund have not had a significant recall
in heir seafood business, Connor Bros. Income Fund did have a
recall in its red meats business in 2007 that materially affected
its operations.  This business was divested in 2008.

S&P expects that relatively stable demand for Connors Bros.
products will result in credit protection measures consistent with
the rating over the next year.  S&P would consider a higher rating
if the company continues to improve its operating margins, reduce
leverage, and materially enhance its liquidity through increased
revolver availability.  S&P would also consider a lower rating if
the company's debt leverage substantially increased and was
approaching 6x.  S&P estimates this could result from a mid-
single-digit decline in sales and a 350 basis point drop in
operating margins.


COYOTES HOCKEY: Glendale Seeks to Convert Case to Chapter 7
-----------------------------------------------------------
Law360 reports that the city of Glendale, Ariz., has filed an
emergency bid to convert the Chapter 11 proceedings of the
National Hockey League's Phoenix Coyotes to a Chapter 7 bankruptcy
to cut costs, now that the hotly contested sale of the team to the
league has wrapped up.

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

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


COYOTES HOCKEY: Cardinals Opposes Glendale's Tax Assessment Idea
----------------------------------------------------------------
Phoenix Business Journal's Mike Sunnucks reports that the city of
Glendale came up with an idea to create a special taxing district
to assess new taxes and fees on Westgate City Center business, and
tickets to Arizona Cardinals' football games to help Phoenix
Coyotes but the Cardinals protested any tax or fee assessment.

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

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


CROSLAND: Puts Property Under Bankruptcy to Avert Foreclosure
-------------------------------------------------------------
Will Boye, staff writer at Charlotte Business Journal, reports
that Crosland filed for Chapter 11 bankruptcy to avert a
foreclosure sale of its 6,6000-square-foot property at Providence
Commons Shopping Center sought by Crosland First Bank, a
subsidiary of The South Financial Group Inc.

A judge granted the bank to foreclose Crosland's property last
month, Mr. Boye says.

Mr. Boye, citing papers filed with the court, says Crosland owns
the property under bankruptcy missed a $90,500 interest payment
that due on July 21, 2009.  The property was used as security for
a series of disbursement from a $15 million line of credit in May
2008, he adds.

The bank accelerated the maturity of all payments due of Crosland.
Crosland's principal balance is $7.63 million, Mr. Boye relates.

Crosland -- http://www.crosland.com/-- builds and manages
apartment communities, shopping centers and office and industrial
space.


CRYOPORT INC: Reports $7.19-Mil. Net Loss for Sept. 30 Quarter
--------------------------------------------------------------
CryoPort, Inc., reported a net loss of $7,186,322 for the fiscal
second quarter ended September 30, 2009, from a net loss of
$1,569,293 for the year ago period.  The Company reported a net
loss of $7,536,045 for the six months ended September 30, 2009,
from a net loss of $9,791,774 for the year ago period.

Revenues for the fiscal second quarter ended September 30, 2009,
were $8,478 from $5,982 for the year ago period.  Revenues for the
six months ended September 30, 2009, were $22,181 from $19,406 for
the year ago period.

At September 30, 2009, the Company had $2,438,068 in total assets
against $25,816,394 in total liabilities, resulting in
stockholders' deficit of $23,378,326.

The Company said it has not generated significant revenues from
operations and has no assurance of any future revenues.  The
Company generated revenues from operations of $35,124, incurred a
net loss of $16,705,151 and used cash of $2,586,470 in its
operating activities during the year ended March 31, 2009.  The
Company generated revenues from operations of $22,181, had net
loss of $7,536,045, and used cash of $1,145,497 in its operating
activities during the six months ended September 30, 2009.

In addition, the Company had a working capital deficit of
$22,902,096, and has cash and cash equivalents of $1,120,758 at
September 30, 2009.  The Company's working capital deficit at
September 30, 2009 included $18,404,578 of derivative liabilities,
the balance of which represented the fair value of warrants and
embedded conversion features related to the Company's convertible
debentures which were reclassified from equity during the six
months ended September 30, 2009.

Currently management has projected that cash on hand, including
cash borrowed under the convertible debentures issued in the first
second, and third quarter of fiscal 2010, will be sufficient to
allow the Company to continue its operations only into the fourth
quarter of fiscal 2010 until more significant funding can be
secured.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.

Through November 10, 2009, the Company had raised proceeds of
$1,381,500 under the Private Placement Debentures and proceeds of
$1,437,100 from the exercise of warrants.  As a result of these
recent financings, the Company had an aggregate cash and cash
equivalents and restricted cash balance of $1,260,453 as of
November 10, 2009 which will be used to fund the working capital
required for minimal operations including limited inventory build
as well as limited sales efforts to advance the Company's
commercialization of the CryoPort Express(R) Shippers until
additional capital is obtained.  The Company's management
recognizes that the Company must obtain additional capital for the
achievement of sustained profitable operations.  Management's
plans include obtaining additional capital through equity and debt
funding sources; however, no assurance can be given that
additional capital, if needed, will be available when required or
upon terms acceptable to the Company or that the Company will be
successful in its efforts to negotiate extension of its existing
debt.

On October 6, 2009, the Company filed with the Securities and
Exchange Commission a Registration Statement on Form S-1 (File No.
333-162350) for a possible underwritten public offering of units,
each unit to consist of one share of common and one warrant to
purchase one share of common stock.  Management cannot assure that
the contemplated offering will be consummated, or if consummated,
whether the proceeds from such offering will be sufficient to fund
the Company's planned operations.

Lake Forest, California-based CryoPort, Inc., provides innovative
cold chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature, of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below zero degrees centigrade.  These
dry vapor shippers are the first significant alternative to using
dry ice and achieve 10+ day holding times compared to 1-2 day
holding times with dry ice.  The Company provides safe
transportation and an environmentally friendly, long lasting
shipper.  These value-added services include an Internet-based web
portal that enables the customer to initiate shipping service and
allows the customer to track the progress and status of a shipment
and in-transit temperature monitoring services of the shipper.
CryoPort also provides to its customer at their pick up location,
the fully ready charged shipper containing all freight bills,
customs documents and regulatory paperwork for the entire journey
of the shipper.


CUMULUS MEDIA: S&P Downgrades Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'.
The rating outlook is stable.

In conjunction with this action, S&P also lowered the issue-level
rating on the company's senior secured credit facilities to 'B-'
(at the same level as the 'B-' corporate credit rating) from 'B'.
The recovery rating on this debt remains at '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default.

The Company has about $642 million of debt outstanding as of
Sept. 30, 2009.

"The downgrade reflects the difficulty that S&P believes the
company will face in reducing debt and increasing EBITDA
sufficiently to maintain compliance with its leverage covenant
when the covenant is reinstated in 2011," said Standard & Poor's
credit analyst Jeanne Shoesmith.

Leverage, as calculated per the credit agreement, was 8.6x as of
Sept. 30, 2009 -- well above the March 2011 covenant of 6.5x.  S&P
does not expect a meaningful improvement in operating performance
in 2010 and 2011, and believe the company will likely need another
amendment by the first quarter of 2011.  The stable outlook is
based on S&P's belief that Cumulus has the ability, albeit
somewhat limited, to cover the additional cost of an amendment.

The 'B-' rating reflects Cumulus' high leverage, formidable
covenant requirements beginning in early 2011, thin EBITDA
coverage of interest, and weak long-term fundamentals as a result
of competition from alternative media.  The company's competitive
positions in small and midsize markets and radio broadcasting's
still reasonably good margins and discretionary cash flow
potential are modest positives that do not mitigate these risk
factors.


DIAMOND RANCH: Posts $90,000 Net Loss for September 30 Quarter
--------------------------------------------------------------
Diamond Ranch Foods, Ltd., reported lower net loss of $89,952 for
the fiscal second quarter ended September 30, 2009, from a net
loss of $272,773 for the year ago period.  The Company posted a
net loss of $248,548 for the six months ended September 30, 2009,
from a net loss of $339,483 for the year ago period.

Revenues were $1,866,576 for the fiscal second quarter ended
September 30, 2009, from $1,706,779 for the year ago period.
Revenues were $3,602,482 for the six months ended September 30,
2009, from $3,597,866 for the year ago period.

At September 30, 2009, the Company had total assets of $1,140,893
against total current liabilities of $2,566,385 and total long-
term liabilities of $2,459,219.

The Company noted it incurred an operating loss of $248,548 for
the six months ended September 30, 2009 and has negative
stockholders' equity of $3,884,711.

The Company said its continued existence is dependent upon its
ability to continue to execute its operating plan and to obtain
additional debt or equity financing.  There can be no assurance
the necessary debt or equity financing will be available, or will
be available on terms acceptable to the Company.

Management plans include acquiring additional meat processing and
distribution operations and obtaining additional financing to fund
payment of obligations and to provide working capital for
operations and to finance future growth.  The Company is actively
pursuing alternative financing and has had discussions with
various third parties, although no firm commitments have been
obtained.  In the interim, shareholders of the Company have
committed to meeting its operating expenses.  Management believes
these efforts will generate sufficient cash flows from future
operations to pay the Company's obligations and realize other
assets.  There is no assurance any of these transactions will
occur.

The Company also said it intends to expand the business through
acquisitions of additional meat distribution operations, but that
would require obtaining debt or equity financing to finance this
future growth as is indicated in its auditor's going concern
opinion. In preparation for the expansion, the Company has engaged
in several substantive discussions with prospective equity
investors.  To date, no terms have been finalized or contracts
signed, and although there is no guarantee, the Company
anticipates finalizing favorable financing terms for the business
to continue as a going concern.

In March 2009, the Company received a petition for involuntary
bankruptcy by three former shareholders who claim they are owed
money.  The Company has responded to this petition disputing
vigorously their claim, and asserting fraud and perjury against
the former shareholders.  The amount is question is less than
$65,000 and the Company feels that it will prevail and any
eventual settlement of this will not have an adverse effect on
their financial position.

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?4b36

                      About Diamond Ranch

Diamond Ranch Foods, Ltd. -- http://www.diamondranchfoods.com/--  
is a meat processing and distribution company now located in the
Hunts Point Coop Market, Bronx, New York.  The Company's
operations consist of packing, processing, labeling, and
distributing products to a customer base, including, but not
limited to; in-home food service businesses, retailers, hotels,
restaurants, and institutions, deli and catering operators, and
industry suppliers.

                      Going Concern Doubt

On May 1, 2009, Gruber & Company, LLC, in Lake Saint Louis,
Missouri, raised substantial doubt on the ability of
Diamond Ranch Foods, Ltd., to continue as a going concern after it
audited the company's financial statements for the year ended
March 31, 2009, and 2008.  The auditor pointed to the company's
recurring losses from operations.


DRAGON PHARMACEUTICAL: Reports $2,196,000 Net Income for Q3 2009
----------------------------------------------------------------
Dragon Pharmaceutical Inc. reported net income of $2,196,000 for
the three months ended September 30, 2009, from net income of
$1,056,000 for the year ago period.  The Company reported net
income of $5,694,000 for the nine months ended September 30, 2009,
from net income of $5,939,000 for the year ago period.

Sales for the three months ended September 30, 2009, were
$41,497,000 from $35,482,000 for the year ago period.  Sales for
the nine months ended September 30, 2009, were $118,601,000 from
$115,498,000 for the year ago period.

As of September 30, 2009, the Company had total assets of
$167,505,000 against total liabilities of $104,432,000, resulting
in stockholders' equity of $63,073,000.  The September 30 balance
sheet showed strained liquidity: The Company had total current
assets of $47,638,000 against total current liabilities of
$84,034,000.

As of September 30, 2009, the Company had outstanding short-term
loans (less than one year term) totaling $25.74 million.  The
Company believes that it will be successful in renegotiating loans
based on the assumption that the Company has enhanced its ability
to generate additional cash flow from its operation since the
loans were originally entered into, even though there is no
assurance of renewing the loans.

The Company said it has developed and is implementing a plan to
decrease its debt and increase its working capital which will
allow the Company to continue operations.  The Company plans to
seek additional equity through the conversion of some of its
liabilities and expects to raise funds through private placements
in order to support existing operations and expand the range and
scope of its business.  The Company has also significantly
increased production levels, which is expected to generate
additional cash flow.  In addition, the Company intends to
continue to renegotiate and extend loans, as required, when they
become due, as has been done in the past.

"There is no assurance that additional funds will be available for
the Company on acceptable terms, if at all, or that the Company
will be able to renegotiate and extend the loans.  If adequate
funds are not available or not available on acceptable terms or
the Company is unable to renegotiate or extend its loans, the
Company may be required to scale back or abandon some activities.
Management believes that actions presently taken provide the
opportunity for the Company to continue as a going concern.  The
Company's ability to achieve these objectives cannot be determined
at this time. These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said.

On October 9, 2009, Dragon Pharmaceutical decided not to reappoint
Ernst & Young LLP as independent accountant for the year ending
December 31, 2009.

                    About Dragon Pharmaceutical

Dragon Pharmaceutical Inc. (TSX: DDD; OTCBB: DRUG; BBSE: DRP) --
http://www.dragonpharma.com/-- incorporated in Florida and
headquartered in Vancouver, Canada, manufactures and distributes a
broad line of antibiotic products including Clavulanic Acid and 7-
ACA, a key intermediate to produce cephalosporin antibiotics and
formulated drugs.  Dragon Pharma is the third largest 7-ACA
producer and the dominant manufacturer and market leader of
Clavulanic Acid products in China.  Dragon Pharma utilizes its
nationwide sales distribution network, close customer
relationships, understanding of local markets and customer needs
and low cost structure to outperform its international and
domestic peers.  With an annual capacity of 780 tons, Dragon
Pharma is the largest exporter of 7-ACA in China.


E*TRADE FIN'L: Inks Employment Agreements with Executives
---------------------------------------------------------
E*TRADE Financial Corporation on December 1, 2009, entered into
employment agreements with its executive officers -- other than
the chief executive officer and the chief financial officer, who
already has an employment agreement.

The Company's compensation committee approved these employment
agreements as part of its ongoing review of executive compensation
in order to have consistent employment and severance terms among
its executive officers and to ensure that those terms are
consistent with current market practice.  In addition to
formalizing the employment terms, each agreement provides
severance benefits (including change in control severance
benefits) that are similar to the officers' existing severance and
employment agreements, except that the officers' severance
benefits (outside of a change in control) will also include 12
months' accelerated vesting.

Each employment agreement provides that if the officer is
involuntary terminated without cause or resigns for good reason
(including actions by the Company to materially decrease the
officer's salary or duties) and signs a release, the officer will
receive a prorated bonus for the year of termination (based on
actual performance for the year of termination), one times the sum
of salary plus target bonus, 12 months of health benefits, and 12
months of accelerated vesting of equity awards.

If the termination occurs in connection with a change in control,
the severance benefits will be two times the sum of salary plus
target bonus, 24 months of health benefits and full accelerated
vesting of equity awards.  The employment agreements do not
provide for tax reimbursement payments.

The Company incurred a net loss of $831.7 million and $1.2 billion
for the three and nine months ended September 30, 2009,
respectively.  The net loss for the three and nine months ended
September 30, 2009 was due principally to the Debt Exchange that
resulted in a non-cash loss of $772.9 million (pre-tax loss of
$968.3 million) on early extinguishment of debt during the third
quarter of 2009.  The Company's brokerage business continued to
perform very well, resulting in trading and investing segment
income of $202.5 million and $502.8 million for the three and nine
months ended September 30, 2009, respectively.  However, the
provision for loan losses in the Company's balance sheet
management segment more than offset this strong performance,
resulting in an overall segment loss of $276.1 million and $939.8
million for the three and nine months ended September 30, 2009,
respectively.

During the third quarter 2009, the Company exchanged $1.7 billion
principal amount of interest-bearing debt for an equal principal
amount of non-interest-bearing convertible debentures.  Subsequent
to the Debt Exchange, $592.3 million debentures were converted
into 572.2 million shares of common stock during the quarter ended
September 30, 2009.  The considerable increase in tangible common
equity during the period was a result of the common stock issued
in connection with the equity offerings and the debt conversions
that occurred in the third quarter 2009.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4b3e

                      About E*TRADE Financial

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                          *     *     *

The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service.  The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.


EASTMAN KODAK: Settles Patent Suit with LG, Inks Licensing Deal
---------------------------------------------------------------
Eastman Kodak Company and LG Electronics Inc., LG Electronics USA,
Inc., and LG Electronics Mobilecomm USA, Inc., on November 30,
2009, entered into an agreement settling their patent infringement
lawsuits against each other which were pending in the U.S. Federal
District Courts for the Western District of New York and the
Southern District of California and an agreement to file a joint
request for the termination of patent infringement proceedings
before the U.S. International Trade Commission.

On November 17, 2008, Kodak filed a complaint with the U.S.
International Trade Commission against LG Electronics Inc., LG
Electronics USA Inc., and LG Electronics MobileComm USA, Inc. for
infringement of patents related to digital camera technology
seeking a limited exclusion order preventing importation of
infringing devices, including certain mobile telephones and
wireless communication devices featuring digital cameras.  On
February 20, 2009 LG Electronics Inc. (Seoul, Korea) filed a
complaint with the ITC against Kodak for infringement of certain
of their patents alleged to be related to digital camera
technology seeking a limited exclusion order preventing
importation of devices found to infringe the asserted patents.

On November 17, 2008 Kodak filed a complaint against LG
Electronics Inc., LG Electronics USA Inc., and LG Electronics
MobileComm USA, Inc. in Federal District Court in Rochester, New
York, for infringement of patents related to digital camera
technology seeking unspecified damages and other relief.  On
February 20, 2009 LG Electronics Inc. commenced two actions
against Kodak in Federal District court in the Southern District
of California for infringement of certain of their patents alleged
to be related to digital camera technology seeking unspecified
damages and other relief.

No monetary consideration was paid under the Settlement Agreement.
Pursuant to the Settlement Agreement, Kodak and LG agreed to
dismiss their infringement claims pending in the U.S. Federal
District Courts for the Western District of New York and the
Southern District of California and agreed to file a joint request
that the ITC terminate its investigation pursuant to the
complaints filed by Kodak and LG Electronics against each other.

Separately, Kodak has entered into a technology cross license
agreement with LG Electronics Inc. which is royalty bearing to
Kodak.   Additional financial details were not disclosed.

"We are pleased to have reached a mutually beneficial arrangement
that advances the interests of Kodak and LG and validates the
strength of Kodak's intellectual property portfolio," said Laura
G. Quatela, Chief Intellectual Property Officer, and Vice
President, Eastman Kodak Company.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- provides imaging technology products and
services to the photographic and graphic communications markets.

Kodak'S balance sheet at June 30, 2009, showed total assets of
$7,106,000,000 and total liabilities of $7,215,000,000, resulting
in shareholders' deficit attributable to Kodak of $112,000,000.

The Troubled Company Reporter on September 22, 2009, said Fitch
Ratings affirmed Kodak's Issuer Default Rating at 'B-'; Senior
secured revolving credit facility at 'BB-/RR1'; and Senior
unsecured debt at 'B-/RR4'.

On Sept. 18, 2009, Standard & Poor's Ratings Services revised its
recovery rating on Eastman Kodak's senior unsecured debt to '6',
indicating S&P's expectation of negligible (0% to 10%) recovery in
the event of a payment default, from '5'.  S&P lowered the issue-
level rating to 'CCC' (two notches lower than the 'B-' corporate
credit rating on the company) from 'CCC+', in accordance with
S&P's notching criteria for a '6' recovery rating.


EASTMAN KODAK: To Sell OLED Business to LG for Undisclosed Sum
--------------------------------------------------------------
Eastman Kodak Company has agreed to sell substantially all of the
assets of its organic light emitting diode (OLED) business to a
group of LG companies.

Kodak said the move will tighten its investment focus and
strengthen its financial position.  Financial details were not
disclosed.

Kodak has been a pioneer in developing technology associated with
OLED displays.  In the 1970s, Kodak scientists developed the
world's first viable OLED material.

Kodak will have continuing access to its OLED technology for use
in its products.  Subject to customary closing conditions, the
transaction is expected to close by the end of the year.

"As we said earlier this year, OLED is one of the businesses we
wanted to reposition to maximize Kodak's competitive advantage at
the intersection of materials and imaging science," said Laura G.
Quatela, Kodak's Chief Intellectual Property Officer and manager
of the company's OLED business.  "This action is consistent with
that strategy.  Our OLED intellectual property portfolio is
fundamental; however, realizing the full value of this business
would have required significant investment."

Nomura Securities International, Inc., served as financial advisor
to Kodak.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- provides imaging technology products and
services to the photographic and graphic communications markets.

Kodak'S balance sheet at June 30, 2009, showed total assets of
$7,106,000,000 and total liabilities of $7,215,000,000, resulting
in shareholders' deficit attributable to Kodak of $112,000,000.

The Troubled Company Reporter on September 22, 2009, said Fitch
Ratings affirmed Kodak's Issuer Default Rating at 'B-'; Senior
secured revolving credit facility at 'BB-/RR1'; and Senior
unsecured debt at 'B-/RR4'.

On Sept. 18, 2009, Standard & Poor's Ratings Services revised its
recovery rating on Eastman Kodak's senior unsecured debt to '6',
indicating S&P's expectation of negligible (0% to 10%) recovery in
the event of a payment default, from '5'.  S&P lowered the issue-
level rating to 'CCC' (two notches lower than the 'B-' corporate
credit rating on the company) from 'CCC+', in accordance with
S&P's notching criteria for a '6' recovery rating.


EAT AT JOE'S: Posts $172,000 Net Income for September 30 Quarter
----------------------------------------------------------------
Eat at Joe's Ltd. reported net income of $172,167 for the three
months ended September 30, 2009, from a net loss of $150,927 for
the year ago period.  The Company posted net income of $138,309
for the nine months ended September 30, 2009, from a net loss of
$896,827 for the year ago period.

Revenues were $319,112 for the three months ended September 30,
2009, from $428,248 for the year ago period.  Revenues were
$979,217 for the nine months ended September 30, 2009, from
$1,208,000 for the year ago period.

At September 30, 2009, the Company had total assets of $1,654,683
against $4,999,769 in total liabilities, all current, resulting in
stockholders' deficit of $3,345,086.  At September 30, 2009, the
Company had a working capital deficit of $3,354,103.

The Company said the net losses and working capital deficit raise
substantial doubt as to its ability to continue as a going
concern.

"The Company's continued existence is dependent upon its ability
to execute its operating plan and to obtain additional debt or
equity financing.  There can be no assurance the necessary debt or
equity financing will be available, or will be available on terms
acceptable to the Company," Eat at Joe's said.

"Management plans include opening one new restaurant during the
next twelve months and obtaining additional financing to fund
payment of obligations and to provide working capital for
operations and to finance future growth.  The Company is actively
pursuing alternative financing and has had discussions with
various third parties, although no firm commitments have been
obtained.  In the interim, shareholders of the Company have
committed to meeting its operating expenses.  Management believes
these efforts will generate sufficient cash flows from future
operations to pay the Company's obligations and realize other
assets.  There is no assurance any of these transactions will
occur," Eat at Joe's added.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4b37

Eat At Joe's, LTD., develops, owns and operates theme restaurants
styled in an "American Diner" atmosphere.


ERICKSON RETIREMENT: Gets Nod for DLA Piper as Counsel
------------------------------------------------------
Erickson Retirement Communities LLC and its units obtained the
Court's authority to employ DLA Piper LLP as their counsel, nunc
pro tunc to the Petition Date.

As the Debtors' counsel, DLA Piper will:

  (a) advise the Debtors with respect to their rights, powers
      and duties as debtors and debtors-in-possession in the
      continued management and operation of their businesses
      and assets;

  (b) attend meetings and negotiating with representatives of
      creditors and other parties-in-interest, and advise and
      consult on the conduct of cases, including all of the
      legal and administrative requirements of operating in
      Chapter 11;

  (c) take all necessary action to protect and preserve the
      Debtors' estates, including prosecution of actions on
      the Debtors' behalf, the defense of any actions
      commenced against the Debtors' estates, negotiations
      concerning litigation in which the Debtors may be
      involved and objections to claims filed against the
      Debtors' estates;

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

  (e) prepare and negotiate on the Debtors' behalf plan of
      reorganization, disclosure statement, and all related
      agreements or documents and take any necessary action on
      behalf of the Debtors to obtain confirmation of that
      plan;

  (f) advise the Debtors in connection with the sale of their
      assets and take all steps necessary to maximize the
      value of the Debtors' assets for the benefit of
      creditors;

  (g) perform other necessary legal services and provide other
      necessary legal advice to the Debtors in connection with
      these Chapter 11 cases; and

  (h) appear before the Court, any appellate courts, and the
      United States Trustee for Region 6, and protect the
      interests of the Debtors' estates before those courts
      and the United States Trustee.

The Debtors will pay DLA Piper's professionals according to their
customary hourly rates:

         Professional                Rate per Hour
         ------------                -------------
         Thomas Califano                  $835
         Jeremy Johnson                   $695
         Kristin Rosella                  $475
         Camisha Simmons                  $475
         Jason Karaffa                    $475
         William Currie                   $370
         William Coleman                  $290

The Debtors will also reimburse DLA Piper for reasonable expenses
incurred.  DLA Piper will apply for fees payment and expenses
reimbursement pursuant to Sections 330 and 331 of the Bankruptcy
Code and the local rules of the Court.

The Debtors disclose that DLA Piper was retained on March 9, 2009,
to advise them with respect to their refinancing and restructuring
options, including the preparation of the filing of these Chapter
11 cases.  In connection with that engagement, the Debtors paid
DLA Piper $4,239,758 for prepetition services.  DLA Piper has also
kept an estimated $529,905 to be held as a retainer for
professional fees and expenses expected to be incurred by the firm
in its representation of the Debtors.

Thomas R. Califano, Esq., a partner at DLA Piper, relates that his
firm represented or may represent these parties in matters
unrelated to the Debtors' Chapter 11 cases, a schedule of which is
available for free at:

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

Despite that disclosure, Mr. Califano maintains that DLA Piper
does not hold or represent any interest materially adverse
to the Debtors' estates.  He assures the Court that DLA Piper is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on
Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP
(US) serves as counsel to the Debtors.  BMC Group Inc. serves as
claims and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc.,
is also serving as investment and financial consultant.  Alvarez &
Marsal is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: Gets OK for Houlihan as Investment Banker
--------------------------------------------------------------
Erickson Retirement Communities LLC and its units obtained the
Court's authority to employ Houlihan Lokey Howard & Zukin Capital,
Inc., as their investment banker, nunc pro tunc to the Petition
Date.

As the Debtors' investment banker, Houlihan Lokey will assist in
the evaluation of strategic alternatives and render investment
banking and financial advisory services to the Debtors, including:

  (a) participating in or advising on discussions regarding
      the Debtors and any Plan of Reorganization with the
      Debtors' Constituents, including the Debtors' creditors,
      the residents of the Debtors' communities and their
      representatives, various regulators and authorities, the
      Debtors' employees, and the vendors and suppliers to the
      Debtors;

  (b) continuing the marketing process commenced prepetition
      to solicit offers from investors to become a plan
      sponsor of the Debtors' reorganization or purchase the
      Debtors' assets;

  (c) ensuring the continued provision of information to all
      parties interested in the Debtors' bankruptcy cases;

  (d) providing due diligence information to the prospective
      purchasers of the Debtors' assets and operations;

  (e) continued negotiations with the Debtors' creditors;

  (f) negotiating with the prospective purchasers of the
      Debtors' assets and operations;

  (g) assisting with implementation of the Plan, including
      implementation of the restructuring of the obligations
      of communities and the sale of most of the assets and
      operations of the Debtors; and

  (h) providing expert advice and testimony regarding
      financial matters relevant to the Debtors or the Plan.

Houlihan Lokey intends to apply for compensation of services
rendered and reimbursement of expenses incurred, subject to
applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules and any other applicable procedures and
orders of the Court, pursuant to this fee structure:

  * Monthly fees:  The Debtors seek to pay Houlihan Lokey in
    advance, without notice or invoice, a nonrefundable cash
    fee of $250,000.

  * Sale transaction fees:  Upon the closing of a Sale
    Transaction, the Debtors will pay fees computed under a
    sliding scale beginning at $525,000 and ranging from 3% to
    7% of Aggregate Gross Compensation above various
    thresholds.

  * Financing transaction fees:  Upon the closing of each
    Financing Transaction, the Debtors will pay fees ranging
    from 1.4% to 2.8% of any capital raised in the form of
    indebtedness and 4.2% of any capital raised in the form of
    equity or equity-linked securities.

  * Restructuring transaction fee:  Upon completion of a
    Restructuring Transaction, the Debtors will pay a fee of
    $8.25 million.  The Restructuring Transaction Fee will be
    increased by 15% if the Debtors consummate a Restructuring
    Transaction on an out-of-court basis or pursuant to a
    "prearranged" or "prepackaged" plan in which the
    Restructuring Transaction is confirmed in not more than
    six months from the Petition Date.

  * Multiple/complex transactions:  The Engagement Agreement
    also contemplates the completion of multiple or complex
    Transactions, under which circumstances a Restructuring
    Fee of at least $8.25 million would be payable and
    potentially subject to the premium.

  * Crediting:  The Agreement provides for the crediting of
    25% to 50% of certain Monthly Fees against any Financing
    Transaction and Sale Transaction Fees and then against any
    Amendment Transaction Fees payable under the Agreement.
    The Agreement also provides for the crediting of (x) 25%
    of all Financing Transaction and Sale Transaction Fees and
    (y) 100% of all Amendment Transaction Fees against any
    Restructuring Fees payable under the Agreement.  All those
    credits may not reduce any Transaction Fees below zero.

Judge Jernigan approved the Debtors' application to employ
Houlihan Lokey Howard & Zukin Capital as investment banker
subject to these modifications to the parties' engagement
agreement:

  (a) At the Court's request, the Agreement will be modified
      so that the determination of aggregate gross
      consideration under the Agreement will exclude any
      consideration paid to existing equity holders unless:

      -- all creditors will have been paid in full; or

      -- the Official Committee of Unsecured Creditors
         consents to including that consideration in Aggregate
         Gross Consideration under the Agreement; and

  (b) the Agreement will be modified so that any multiple
      simultaneous transactions with one or more third parties
      will be subject to Restructuring Fee Cap, as opposed to
      Restructuring Fee Cap only applying to multiple
      transactions with one third party.

Houlihan Lokey will file fee applications for interim and final
allowance of compensation and reimbursement of expenses pursuant
to the procedures set forth under Section 330 and 331 of the
Bankruptcy Code.  However, Houlihan Lokey will be paid and
reimbursed pursuant to Section 328(a) of the Bankruptcy Code in
accordance with the Agreement, and subject to the procedures set
forth in the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure, and the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the Northern
District of Texas.

Judge Jernigan further held that Houlihan Lokey's fees and
expenses will not be evaluated under Section 330 except that the
Court, the United States Trustee for Region 6, and the Committee
will be permitted to review the Transaction Fees pursuant to the
reasonableness standards set forth under Section 330.  In light of
services to be provided by Houlihan Lokey and the structure of
Houlihan Lokey's compensation, Houlihan Lokey will be excused from
maintaining time records in connection with the services to be
rendered to the Debtors, Judge Jernigan clarified.

               Objections to Houlihan Lokey Retention

Prior to entry of the Court's approval of the Application, the
Committee, PNC Bank, National Association, Capmark Finance, Inc.,
and Wilmington Trust FSB expressed their objections to the
Houlihan Lokey retention:

  * The Committee pointed out that even if some level of
    success can be ascribed to the transaction contemplating
    the sale of the Debtors' assets, that success cannot be
    attributed to the efforts of Houlihan Lokey alone, the
    Committee pointed out.  The Committee cited Matthew
    Niemann's testimony at an October 29, 2009 hearing wherein
    he said that the Debtors were already in the midst of sale
    discussions with Redwood Capital Investments, LLC, when
    Houlihan Lokey was engaged.  The Committee thus proposed
    that (1) Houlihan Lokey's incentive fee be capped at
    $3.5 million; and (2) half of Houlihan & Lokey's monthly
    fees from the Petition Date to closing of the sale will
    creditable against Houlihan & Lokey's incentive fee.

  * In separate filings, PNC Bank as administrative agent for
    the Debtors' Secured Lenders, Capmark as administrative
    and collateral agent for itself and on behalf of lenders,
    and Wilmington Trust as administrative agent for lenders
    under a July 27, 2007 Credit Agreement, asked the Court
    to, among others:

       -- compel the Debtors and Houlihan Lokey to establish
          material terms currently missing from the Engagement
          Agreement;

       -- conform Houlihan Lokey's incentive fee to the
          interests of the Debtors and their estates;

       -- order that Houlihan Lokey will not be paid a Sale
          Transaction Fee and a Restructuring Transaction Fee
          in connection with the Redwood transaction or
          similar transaction;

       -- rule that Houlihan Lokey should seek reimbursement
          of its reasonable fees and expenses at a later date
          in accordance with Section 330(a);

       -- limit the indemnity given by the Debtors to Houlihan
          Lokey; and

       -- require to keep at least weekly time records.

In response to the objections, the Debtors' counsel, Vincent P.
Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, argued that
under Section 328, Houlihan Lokey's engagement agreement is well
within normal business terms in the marketplace.  He insisted that
the retainer sought by Houlihan Lokey in the Debtors' Chapter 11
cases is consistent with retainers sought in cases of a similar
size and complexity.  Under the Engagement Agreement, (i) Houlihan
Lokey would be paid a monthly fee of $250,000, which is only
slightly more than the average monthly fee of $177,000; and (ii)
Houlihan would be eligible for the Transaction Fee of $9.5 million
or 0.46% of the Debtors' outstanding debt, which is lower than the
average of 0.61% of outstanding debt, he explained.  The Debtors
thus asked the Court to overrule the objections and approved the
Houlihan Lokey Retention.

In a supporting declaration to Houlihan Lokey's employment,
Matthew R. Niemann, managing director of Real Estate
Restructuring of Houlihan Lokey, assured the Court that neither he
nor any of professionals of Houlihan Lokey to be engaged by the
Debtors (i) is related to the Debtors or any other party in
interest, and the U.S. Trustee; (ii) has any connection with or
holds or represents any interest adverse to the Debtors or any
party-in-interest or (iii) has advised any party-in-interest,
except for the Debtors, in connection with their Chapter 11 cases.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on
Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP
(US) serves as counsel to the Debtors.  BMC Group Inc. serves as
claims and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc.,
is also serving as investment and financial consultant.  Alvarez &
Marsal is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: PNC Wants to Examine Directors of NSCI
-----------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, PNC Bank, National Association, as administrative
agent for the Debtors' Secured Lenders, seeks the Court's
authority to conduct examination these individuals:

     * Ronald E. Walker
     * James M. Anders
     * Harold Ashby
     * Willow Pasley
     * Lawrence D. Shubnell
     * Meryle Twersky

The individuals PNC Bank wishes to conduct a Rule 2004 Exam on
are current members of the board of directors of National Senior
Campuses, Inc., which oversees the Debtors' campus projects.  The
Examinees are also current members of the boards of directors of
the Not-For-Profit entities.

In a separate request, PNC Bank asks permission from the Court to
conduct examination pursuant to Rule 2004 on these persons:

  1. Rick Grindrod, Chief Executive Officer of Debtor Erickson
     Retirement Communities, LLC

  2. Mark R. Erickson, Chief Operating Officer of ERC

  3. Gerald F. Doherty, Executive Vice President and General
     Counsel of ERC

  4. Debra B. Doyle, Executive Vice President of Health and
     Operations at ERC

  5. Jeffrey A. Jacobson, Managing Director of Finance and
     Chief Financial Officer of ERC

According to Daniel I. Morenoff, Esq., at K&L Gates LLP, in
Dallas, Texas, PNC Bank wants to investigate through the
Examinees:

  -- the acts, conduct, property or the liabilities and
     financial condition of the Debtors;

  -- the relationships among the NSC, the NFPs, the Debtors
     and the Debtors' other affiliates and insiders, and the
     conduct of their affairs;

  -- the marketing of the Debtors' assets and discussions
     related to a potential sale or other strategic
     transaction involving the Debtors' assets, including the
     Debtors' discussions with Redwood Capital Investments,
     LLC and third parties.

PNC Bank proposes to conduct the examination in a place and date
mutually agreed by PNC and the Examinees, but in no event prior to
January 9, 2010.

In conjunction with its examination, PNC Bank seeks production of
certain documents from the NSC Examinees at least a week prior to
the examinations, but no later than December 29, 2009.  A list of
documents to be produced is available for free at:

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

PNC Bank also seeks the production of certain documents from the
ERC Examinees at least a week before the Rule 2004 examinations,
but no later than December 29, 2009.  A list of documents to be
produced is available for free at:

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

In a related request, the Debtors ask the Court to expedite
hearing date on the Rule 2004 Motions from December 18, 2009, to
December 8, 2009.

The Debtors relate that they have agreed to file and serve on PNC
Bank any objections to the Rule 2004 Motions by
December 2.  Thus, PNC Bank and the Debtors have agreed to
expedite hearing on the Rule 2004 Motions on December 8.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on
Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP
(US) serves as counsel to the Debtors.  BMC Group Inc. serves as
claims and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc.,
is also serving as investment and financial consultant.  Alvarez &
Marsal is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


EXTENDED STAY: Lenders Agree to Payment Deferral
------------------------------------------------
Bill Rochelle at Bloomberg News reports that Extended Stay Inc.
has an agreement with holders of $4.1 billion in mortgages to
defer all or part of mortgage payments during the slow season if
cash reserves drop below $22.5 million.  A hearing on the motion
will be held Dec. 10.

Prepetition, Extended Stay negotiated terms of a reorganization
plan which provides for consenting mortgage holders with $4.1
billion in mortgage loans to be converted into a new $1.8 billion
first-lien mortgage loan, as much as $775 million in a new second-
lien mortgage loan, up to $471 million in new preferred stock, and
all of the new common stock.  The plan proponents are offering the
mezzanine debt holders and preferred stockholders call options and
warrants for as much as l0% of the new common stock.

Extended Stay, however, has not yet moved forward with the Plan.
The U.S. Trustee for Region 2 has appointed an examiner to probe
claims that Extended Stay filed for bankruptcy in a scheme to push
out junior debt holders.

The U.S. requested for a probe on the structuring, negotiation
and closing of the acquisition of the Debtors in 2007 by an
investment consortium led by Lightstone Group LLC Chairman David
Lichtenstein.   Mr. Lichtenstein acquired the Debtors from
Blackstone Group LP in April 2007 through a $7.4 billion secured
loan he availed from Wachovia Bank N.A., Bank of America N.A, and
Bear Stearns Commercial Mortgage Inc.  The $7.4 billion loan
consisted of a $3.3 billion "mezzanine" loan and a $4.1 billion
mortgage loan.

The U.S. Trustee's request came after some groups threw
allegations of fraud and dishonesty against Mr. Lichtenstein and
the lenders.  Those groups, which include Line Trust Corporation
Ltd. and Deuce Properties Ltd., accused the lenders of inducing
Mr. Lichtenstein to put the Debtors in bankruptcy to push junior
loan holders out of the money.  In return, the lenders allegedly
promised to indemnify Mr. Lichtenstein against $100 million in
liabilities and provide another $5 million to fight claims that
might be asserted by junior lenders.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FAIRPOINT COMMUNICATIONS: Says Maine Rebate Demand Violates Stay
----------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, FairPoint
Communications Inc. is invoking the power of the bankruptcy court
to stop the Public Utilities Commission in Maine from ordering a
12-month, $1.72 monthly rebate on each line for poor service.
Bankruptcy law doesn't prevent a state from enforcing police and
regulatory powers.

The Bloomberg report relates that FairPoint describes how the
state called the rebate a "penalty," not a rate adjustment.  The
Company says that Vermont and New Hampshire refrained from taking
similar action in view of the bankruptcy filing.  With Maine
saying it would impose the rebate on 24-hours' notice, FairPoint
persuaded the bankruptcy judge to sign an order yesterday stopping
the state's action until a hearing on Dec. 9.

                  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 COMMUNICATIONS: Creditors Panel Opposes DIP Financing
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the official
committee of unsecured creditors formed in FairPoint
Communications Inc.'s cases contends that the Company has no need
for debtor-in-possession financing.

The report relates that the Creditors Committee argues that
FairPoint has sufficient cash to operate without the giveaways
contained in the secured financing for the Chapter 11 case.  The
Committee complains that the terms of the loan would require the
Company to proceed too quickly through Chapter 11, affording no
time for exploring whether a plan might be constructed to benefit
someone other than secured lenders.

A hearing on the proposed financing is scheduled for December 16.

                         The DIP Financing

FairPoint Communications Inc. and its debtor affiliates seek
permission from the Bankruptcy Court to access up to $75 million
in postpetition financing from Bank of America, N.A., as
administrative agent, and certain lenders.

In the Debtors' request for DIP financing, counsel Luc A. Despins,
Esq., at Paul, Hastings, Janofsky & Walker LLP, in New York, said
that financial performance problems have made it difficult for the
Debtors to service approximately $2.7 billion in funded
prepetition debt obligations under their March 2008 Prepetition
Credit Agreement with BofA and certain prepetition lenders.  Thus,
to ensure that their obligations are met and to demonstrate
adequate liquidity to their vendors and customers, the Debtors
sought sources of new capital.

The DIP financing agreement requires the Debtors to obtain
confirmation of a reorganization plan by July 31, 2010.

The Bankruptcy Court has allowed the Debtors to borrow up to $20
million from the DIP Lenders on an interim basis.  The $20 million
may be used for letters of credit, pending entry of a final order
on the DIP Financing Motion.

                  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)


FERNANDO BETANCOURT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Fernando Arturo Sosa Betancourt
                 aka Fernando A Sosa Betancourt
                PMB 281
                PO Box 7891
                Guaynabo, PR 00970
               Aracelis Fuentes Garcia
                Calle Paseo Del Parque Ja-9
                Garden Hills
                Guaynabo, PR 00966

Bankruptcy Case No.: 09-10389

Chapter 11 Petition Date: December 3, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Antonio I Hernandez Santiago, Esq.
                  Antonio I Hernandez Santiago Law Of
                  PO Box 8509
                  San Juan, PR 00910-0509
                  Tel: (787) 250-0575
                  Email: ahernandezlaw@yahoo.com

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

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

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

           http://bankrupt.com/misc/prb09-10389.pdf

The petition was signed by the Joint Debtors.


FIRSTFED FINANCIAL: Taps Squar Milner as Outside Accountants
------------------------------------------------------------
FirstFed Financial Corp., at the direction of the Audit Committee
of the Company's Board of Directors, on November 30, 2009, engaged
Squar, Milner, Peterson, Miranda & Williamson LLP as its
independent registered public accounting firm to audit the
Company's consolidated financial statements for the year ending
December 31, 2009.

During the Company's two most recent fiscal years ended December
31, 2008 and 2007 and the interim period from January 1, 2009 to
the November 30, 2009 engagement of Squar Milner, neither the
Company nor any one acting on its behalf consulted with Squar
Milner regarding (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial
statements, and no written report or oral advice was provided to
the Company that Squar Milner concluded was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a "disagreement" (as defined
in Item 304(a)(1)(iv) and the related instructions of Regulation
S-K) or a "reportable event" (as defined in Item 304(a)(1)(v) of
Regulation S-K).

                  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.


FLEETWOOD ENTERPRISES: New Orleans Judge Moves Trial in FEMA Suit
-----------------------------------------------------------------
Michael Kunzelman at The Associated Press reports U.S. District
Judge Kurt Engelhardt in New Orleans has postponed trial against
Fleetwood Enterprises Inc. -- in a lawsuit accusing several
trailer manufacturers of supplying the federal government with
toxic hurricane shelters -- to allow settlement talks to continue.
Judge Engelhardt didn't immediately set a new trial date, AP says.

According to AP, Fleetwood and its insurers are negotiating a
settlement even though a jury in September rejected a New Orleans
family's claim that a trailer built by another manufacturer
exposed them to hazardous fumes.

AP relates Jerry Saporito, Esq., representing Fleetwood, said
there have been "serious discussions," but neither side would
comment on possible terms.

"I am satisfied that this effort to reach a resolution of all
claims against Fleetwood . . . is in the best interests of the
plaintiffs," said Gerald Meunier, one of the lead plaintiffs'
lawyers, according to AP.

The report recalls Fleetwood sold around 10,500 trailers to a
company that supplied them to the Federal Emergency Management
Agency, which gave Hurricane Katrina and Rita victims roughly
143,000 emergency housing units from several manufacturers.  AP
relates the plaintiff, Elisha Dubuclet, claimed elevated levels of
formaldehyde in her family's FEMA trailer aggravated her
daughter's eczema, a skin condition, and increased her cancer
risks while they lived in the unit from June 2006 to September
2007.

AP says Ms. Dubuclet's trial was scheduled to start Monday and
would have been the second for a batch of consolidated lawsuits
against FEMA trailer makers.

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C. D. Calif. Lead Case No. 09-14254).
Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn &
Crutcher LLP, represent the Debtors in their restructuring
efforts.  FTI Consulting Inc. is the financial advisors to the
Debtors.  The Debtors tapped Greenhill & Co. LLC as its investment
banker.


FLEETWOOD ENTERPRISES: Unit Authorized to Sell Indiana Facility
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Fleetwood Homes of Indiana, Inc., an affiliate of
Fleetwood Enterprises Inc., to sell the land and buildings to
Walter G. Fuller, LLC, pursuant to Section 363 of the Bankruptcy
Code.

The asset is located at 1850 State 24 Road No. 8, Garrett,
Indiana, and consists of a 118,546 square-foot manufacturing
facility on 20.35 acres of land, and all fixtures, machinery,
equipment, and systems.

The buyer will take title to the Garrett Assets free and clear of
liens, claims, encumbrances and other interests, including, but
not limited to:

   (i) the blanket lien granted to Bank of America under the terms
       of the postpetition DIP Order dated April 1, 2009;

  (ii) the mortgage in the in the amount of $103,000,000 executed
       by Fleetwood Homes of Indiana, Inc. to Deutsche Bank Trust
       Company Americas dated Dec. 12, 2008;

(iii) UCC Financing Statement Number 20090000003 filed with the
       Indiana Secretary of State on Jan. 2, 2009; and

  (iv) UCC Financing Statement Number 20090000272 filed with the
       Indiana Secretary of State on April 2, 2009.

The buyer will take title to the Garrett Assets "as is" and "where
is."

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C. D. Calif. Lead Case No. 09-14254).
Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn &
Crutcher LLP, represent the Debtors in their restructuring
efforts.  FTI Consulting Inc. is the financial advisors to the
Debtors.  The Debtors tapped Greenhill & Co. LLC as its investment
banker.


FONTAINEBLEAU LV: Mechanics Lienholders Sue Banks
-------------------------------------------------
Subcontractors for Fontainebleau Las Vegas LLC's project commenced
an adversary proceeding, asking the Bankruptcy Court to rule that
their liens are superior to the rights of lenders who provided
financing for the Debtor prepetition.

The plaintiffs include Zetian Systems, Inc., Z-Glas, Inc., Graybar
Electric Company, Inc., and 10 other parties.  The defendants
include Bank of America NN.A., as administrative agent for the
term lenders and revolving lenders.

The plaintiffs provided work, materials and equipment that was
provided for the improvement of Fontainebleau's 63-story project
on the north end of the Las Vegas Strip.  The holders of the
mechanics liens content that their first liens come ahead of the
prepetition lenders.

                   About Fontainebleau Las Vegas

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

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

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

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


FORD MOTOR: DBRS Hikes Issuer Rating to 'B' as Cash Burn Lowered
----------------------------------------------------------------
DBRS has upgraded the Issuer Rating of Ford Motor Company (Ford or
the Company), to B (low) from CCC (high).  Concurrently, the
Issuer & Long-Term Debt rating of Ford Motor Credit Company LLC
(Ford Credit) and the Long-Term Debt rating of Ford Credit Canada
Limited have also been upgraded to B from B (low).  (This rating
action reflects the maintenance of the one-notch rating
differential between the parent company and the credit company as
well as DBRS's continuing belief that the credit company's
business is somewhat more resilient than that of the parent.)  The
short-term ratings of both finance subsidiaries remain at R-5.
The trend of the ratings is Stable.  DBRS has also assigned
ratings of B (high) and CCC to Ford's Senior Secured Credit
Facilities and Long-Term Debt, respectively; the rating
differential between the Issuer Rating and the instrument ratings
reflects the difference in recovery expectations for the senior
secured facilities compared with the unsecured facilities, in the
event of default, as explained in DBRS's Rating Methodology for
Leveraged Finance.  (DBRS notes that the recovery rating of the
senior secured debt has been amended to RR2 from RR3, with that of
the unsecured debt also changed to RR6 from RR5.)

The ratings upgrade reflects the Company's considerable progress
in lowering its cash burn and thereby maintaining its liquidity
position.  DBRS notes, however, that a protracted turnaround is
required in order for the Company to significantly improve its
still-weak financial profile.  In the event that Ford improves its
performance further and appears able to generate sustained
profitability in spite of a cost base that may prove to be higher
than its peers, DBRS would consider further positive rating
actions.

Following an exorbitant use of cash in 2008 that exceeded
$21 billion, DBRS notes that Ford's cash balances from March
through September of this year have essentially held firm amid
industry volumes that were sharply lower than last year's already
very weak levels.  Ford's ongoing cost-cutting efforts have
significantly contributed to this improvement, with such
reductions through year-end 2009 expected to total approximately
$14.5 billion relative to a 2005 year-end base.

This has been supplemented by the Company's current strong product
momentum, as demonstrated by Ford's higher rankings in various
recent quality surveys, with new model launches being well
received.  In contrast to recent historical periods when the
Company was highly overweighted in large pick-up trucks and sport
utility vehicles (SUVs), DBRS notes that the current product
momentum includes Ford's car line, as evidenced by the strong
launches of the new Fusion and Taurus, with forthcoming North
American introductions of the Fiesta and next generation Focus
also showing promise, given their existing sales in Europe.  While
trucks remain prominent, the much-bolstered car portfolio should
likely render Ford less vulnerable to any future sudden shift in
vehicle segmentation (which, however, has moderated this year
given the softening of fuel prices amid the economic downturn).
As a function of the above, Ford has achieved material market
share gains in North America and Europe, with it appearing to have
benefited from the difficulties of General Motors Corporation (GM)
and Chrysler Group LLC (Chrysler), both of which lost share
through their respective bankruptcy proceedings.

Ford has also made significant progress in revamping its balance
sheet. In the first half of this year, the Company executed a
series of exchange offers that, in aggregate, lowered the debt
burden of the automotive operations by
$9.9 billion.  In May, Ford also tapped the public equity markets
through the issuance of 345 million common shares for proceeds of
approximately $1.6 billion.  The Company continued this balance
sheet restructuring through additional actions announced in
November.  Firstly, Ford executed an extension of its secured
revolving credit line from December 2011 to November 2013 (with
the facility in turn being reduced by
$1.9 billion).  The Company also issued $2.875 billion in senior
convertible notes due 2016.  Lastly, Ford announced an equity
distribution plan through which it intends to issue up to $1
billion in common shares on an opportunistic basis commencing in
December 2009.  DBRS notes that Ford's demonstrated ability to
access the public debt and equity markets has served to further
improve its financial flexibility.

Notwithstanding the above, DBRS notes that Ford's recent
differentiation vis-.-vis GM and Chrysler has also somewhat
hindered the Company's efforts in reducing its indebtedness and
cost base.  While the results of Ford's debt exchange were
significant, DBRS notes that the Company's leverage remains high.
Furthermore, with respect to the Voluntary Employee Beneficiary
Association (VEBA) obligations, Chrysler and GM gained the ability
to fully exchange such obligations with equity while Ford
negotiated the use of stock for only up to 50% of its VEBA
obligations, with $6.7 billion in cash payments remaining.  Also
concerning the United Auto Workers (UAW), notwithstanding the
endorsement of UAW leadership, rank and file members of the union
elected to reject contract modifications sought by the Company for
the 2007 National Labor Agreement that were previously obtained by
GM and Chrysler.  (Highlights of these concessions included wage
freezes for entry-level workers and a no-strike clause.)  In doing
so, the UAW effectively disrupted the system of pattern bargaining
that had been in practice for decades, providing equal terms to
each of the Detroit Three.  Ford may therefore be at a competitive
disadvantage with respect to its cost position.

While the Company remains a global automotive manufacturer, Ford's
ultimate recovery lies in its ability to generate a turnaround in
its core North American operations, which historically have
dictated the profitability of the automotive business.  After
sizeable losses extending several years, the Company's ability to
achieve a profit in North America in the most recent quarter is
noteworthy, particularly amid industry volumes that remain at very
weak levels.  In the event that volumes approach historical norms,
it appears that the Company's automotive operations could become
solidly profitable.  However, DBRS notes that the recovery of the
automotive industry remains subject to considerable uncertainty in
the near term, particularly with respect to Ford's main markets of
North America and Europe.  In the United States, DBRS projects
annual industry volumes in 2010 to approach 11.5 million to 12
million units, which would represent a significant increase to
2009 volumes (estimated at roughly 10.3 million units) but would
still be sharply below 2007 levels (which exceeded 16 million
units).  Additionally, ongoing economic challenges could yet
significantly derail this forecast.  Economic headwinds also
persist in Europe, where demand in many major markets,
particularly Germany, is expected to further soften in 2010 due to
extensive vehicle sprappage incentive programs implemented this
year that have likely pulled demand forward.

Notwithstanding the above challenges, DBRS views Ford's
performance this year positively and views the Company's liquidity
risk to be considerably diminished in light of its much-reduced
cash burn, with Ford appearing well positioned to benefit from the
eventual recovery in the industry.


FORD MOTOR: To Sell $1 Billion of Common Shares
-----------------------------------------------
Ford Motor Company on December 4, 2009, entered into an Equity
Distribution Agreement with Barclays Capital Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Citigroup Global Markets
Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P.
Morgan Securities Inc., Morgan Stanley & Co. Incorporated and RBS
Securities Inc., pursuant to which the Managers will act as Ford's
sales agents with respect to an offering over time and from time
to time of up to $1,000,000,000 of Ford Common Stock.  Proceeds
from the sale of the Common Stock pursuant to the Equity
Distribution Agreement will be used for general corporate
purposes.

A full-text copy of the Equity Distribution Agreement is available
at no charge at http://ResearchArchives.com/t/s?4b3f

On December 4, Ford filed a prospectus supplement in connection
with its offering of $1 billion in common shares.  The last
reported sales price of Ford's common stock as reported on the
NYSE on December 3, 2009, was $8.94 per share.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?4b40

                         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.

On March 4, 2009, Ford deferred future interest payments on its
6.50% Junior Subordinated Convertible Debentures due January 15,
2032, beginning with the April 15, 2009 quarterly interest
payment.

                           *     *     *

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.


GARY SCHAEFFER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gary B. Schaeffer
          dba Schaeffer Industries
        2025 Broadway, Apt 21-K
        New York, NY 10023

Bankruptcy Case No.: 09-17126

Chapter 11 Petition Date: December 3, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Wayne M. Greenwald, Esq.
                  475 Park Avenue South, 26th Floor
                  New York, NY 10016
                  Tel: (212) 983-1922
                  Fax: (212) 983-1965
                  Email: grimlawyers@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. Schaeffer's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nysb09-17126.pdf

The petition was signed by Mr. Schaeffer.


GENERAL MOTORS: ENCORE & REALM Set February 1 Claims Bar Date
-------------------------------------------------------------
Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the Court will fix the time within which claimants
must file a proof of claim in a Chapter 11 case pursuant to
Section 501 of the Bankruptcy Code.  Moreover, Rule 3003(c)(2)
provides that any creditor who asserts a claim against the Debtors
that (a) is not scheduled in the Debtors' schedules of assets and
liabilities, or (b) listed on the Schedules as disputed,
contingent, or unliquidated must file a Proof of Claim by a bar
date fixed by the Court.

Debtors Remediation and Liability Management Company, Inc., and
Environmental Corporate Remediation Company, Inc., believe that
although a limited number of entities are creditors against their
estates, promptly establishing claims bar dates will enable the
joint administration of their Chapter 11 cases and Motors
Liquidation Company and its debtor affiliates' Chapter 11 cases in
a timely and efficient manner.  Establishing Bar Dates will give
creditors ample opportunity to prepare and file proofs of claim,
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York
relates.

Accordingly, ENCORE and REALM sought and obtained from the
Bankruptcy Court an order:

  * establishing February 1, 2010, at 5:00 p.m. (Eastern Time)
    as the deadline for each person or entity other than
    governmental units to file a proof of claim  with respect
    to a prepetition claim against REALM or ENCORE; and

  * establishing April 16, 2010, at 5:00 p.m. (Eastern Time)
    as the deadline for governmental units to file a proof of
    claim with respect of a prepetition claim against REALM or
    ENCORE.

Proofs of Claims must:

  * be written in the English language;

  * be denominated in lawful currency of the United States as
    of REALM and ENCORE's Petition Date;

  * conform substantially to the Proof of Claim Form or the
    Official Bankruptcy Form No. 10;

  * specify REALM and ENCORE against which the Proof of Claim
    is filed;

  * specify the legal and factual basis for the alleged claim;

  * include supporting documentation or an explanation as to
    why the documentation is not available; and

  * be signed by the claimant or, if the claimant is not an
    individual, by an authorized agent of the claimant.

If a claimant asserts a claim against more than one of REALM and
ENCORE, the claimant must file a separate Proof of Claim against
each REALM/ENCORE Debtor.

Proofs of Claim will be deemed timely filed only if the Proofs of
Claim are actually received by REALM and ENCORE's claims agent,
The Garden City Group, Inc., or by the Court, on or before the
applicable REALM/ENCORE Bar Date.

If by hand delivery or overnight courier, proofs of claim must be
sent to:

   The Garden City Group, Inc.
   Attn: Motors Liquidation Company Claims Processing
   5151 Blazer Parkway, Suite A
   Dublin, Ohio 43017

If by first-class mail, to:

   The Garden City Group, Inc.
   Attn: Motors Liquidation Company
   P.O. Box 9386
   Dublin, Ohio 43017-4286

   OR

If by hand delivery, to :

   United States Bankruptcy Court, SDNY
   One Bowling Green
   Room 534
   New York, New York 10004

Proofs of Claim sent by facsimile, telecopy, or electronic mail
transmission will not be accepted.

Any person or entity that asserts a claim that arises from the
rejection of an executory contract or unexpired lease must file a
Proof of Claim based on that rejection by the later of

  (i) the applicable Bar Date and

(ii) the date that is 30 days after entry of an order
      approving that rejection, or be forever barred from
      doing so.

A party to an executory contract or unexpired lease that asserts a
claim on account of unpaid amounts accrued and outstanding as of
REALM and ENCORE's Petition Date pursuant to that executor
contract or unexpired lease must file a Proof of Claim for these
amounts on or before the applicable Bar Date

In the event that REALM and ENCORE amend their Schedules to:

  (a) designate a claim as disputed, contingent, unliquidated,
      or undetermined;

  (b) change the amount of a claim reflected;

  (c) change the classification of a claim; or

  (d) add a claim that was not listed on the Schedules,
      REALM and ENCORE will notify the claimant of the
      amendment.

The deadline for any holder of a claim affected by the Schedules
amendment to file a Proof of Claim is the later of (a) the
applicable REALM and ENCORE Bar Date and (b) the date that is 30
days after REALM and ENCORE Debtors provide notice of the
amendment.

Moreover, these persons or entities are not required to file a
Proof of Claim on or before REALM and ENCORE Bar Date:

(1) Any person or entity whose claim is listed on the
    Schedules and

    (i) whose claim is not "disputed," "contingent," or
        "unliquidated,"

   (ii) who does not dispute the amount or classification of
        the claim set forth in the Schedules, and

  (iii) who does not dispute that the claim is an obligation
        of REALM and ENCORE;

(2) Any person or entity whose claim has been paid in full;

(3) Any holder of a claim allowable under Sections 503(b) and
    507(a)(2) of the Bankruptcy Code as an administrative
    expense;

(4) Any person or entity that holds a claim that has been
    allowed by an order of the Court entered on or before the
    applicable Bar Date;

(5) Any holder of a claim for which a separate deadline is
     fixed by the Court;

(6) Any Debtor in these Chapter 11 cases having a claim
     against another Debtor;

(7) Any entity that, as of the Bar Date, is an affiliate of
     any Debtor; or

(8) Any holder of a claim who has already properly filed a
     Proof of Claim with the Clerk of the Court or Garden City
     against REALM and ENCORE, utilizing a claim form which
     substantially conforms to the Proof of Claim Form or
     Official Form 10.

Any person or entity that relies on the Schedules has the
responsibility to determine that the claim is accurately listed in
the Schedules.

Pursuant to Bankruptcy Rule 3003(c)(2), any holder of a claim
against REALM and ENCORE that is required to file a Proof of
Claim, but fails to do so on or before the applicable
Bar Date will be forever barred, estopped and enjoined from
asserting that claim against REALM's and ENCORE's estates.  Each
of REALM and ENCORE and their Chapter 11 estates, successors, and
property will be forever discharged from any and all indebtedness
or liability with respect to this claim.  Moreover, the holder of
that claim will not be permitted to vote to accept or reject any
Chapter 11 plan filed in these Chapter 11 cases, participate in
any distribution in these Chapter 11 cases on account of that
claim, or receive further notices with respect to REALM and
ENCORE's Chapter 11 cases.

Within 10 days of entry of an order granting the Bar Date Motion,
REALM and ENCORE will cause to be mailed a Proof of Claim Form and
(ii) a Bar Date Notice to these parties:

* the United States Trustee for Region 2;

* counsel to the Official Committee of Unsecured Creditors;

* all known holders of claims listed on the Schedules;

* all parties known to REALM and ENCORE as having potential
   claims against them;

* all counterparties to REALM and ENCORE's executory
   contracts and unexpired leases listed on the Schedules;

* counsel of record for all parties to pending litigation
   against REALM and ENCORE;

* the Internal Revenue Service, the Securities and Exchange
   Commission, the United States Attorney's Office for the
   Southern District of New York, and all applicable
   government entities; and

* all parties who have requested notice in any of the
   Debtors' Chapter 11 cases pursuant to Rule 2002 of the
   Federal Rules of Bankruptcy Procedure.

The Debtors propose to publish a (a) a general notice in USA Today
(National Edition) and The New York Times (National Edition), on
January 2, 2009, to REALM and ENCORE General Bar Date; and (b) a
local notice in local newspapers at January 2, 2009, prior to
REALM and ENCORE General Bar Date, a list of which is available
for free at:

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

REALM and ENCORE reserve all rights and defenses with
respect to any Proof of Claim, including the right to object to
any Proof of Claim on any grounds.

                     About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had $107.45 billion in total assets
against $135.60 billion in total liabilities.

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Offers Reprieve to Shut Dealers
-----------------------------------------------
General Motors Co. and Chrysler LLC offered a potential reprieve
to some of their U.S. dealers that they cut contracts with when
then their predecessors filed for bankruptcy, in a bid to avert
U.S. legislation that could force a review of their moves.

GM announced December 3 that it is prepared to implement a
comprehensive plan that both resolves concerns raised by dealers
regarding GM's dealer network restructuring activities and allows
it to continue to move forward with a critical component of its
long-term viability plan.

GM will begin to implement this plan in mid-January provided that
legislation related to GM's dealer restructuring does not move
forward.  GM's plan offers a more certain and timely process and
the appropriate alternative to address dealer concerns especially
compared to proposed legislation that would raise a variety of
legal and constitutional concerns. The GM plan, the result of
several months of discussion and constructive engagement among
dealer groups and Members of Congress, provides complete
transparency, face-to-face reviews and binding arbitration, which
together, will likely result in some dealers being reinstated.

"GM especially appreciates the leadership of Senator Durbin and
House Majority Leader Hoyer and the contribution of other
Congressional members. Their tireless efforts to facilitate the
discussion among all parties to achieve a non-legislative
resolution to address dealer concerns were critical to the
development of GM's comprehensive plan," said Susan Docherty, GM
Vice President, U.S. Sales.

"GM values its dealer body and recognizes the contributions they
are making to the future viability of the company, the critical
role they play in satisfying customers and their importance to
communities across the country. We are prepared to implement this
plan so GM and its dealers can channel our full focus on building
and selling exceptional cars and trucks with the consumer
experience to match," Docherty said.

"I would also like to thank the National Association of Minority
Automobile Dealers (NAMAD) for their commitment to work through
some very difficult and complicated issues involving GM's dealer
network," Docherty said.

GM's plan includes:

    * A commitment to advise all Chevrolet, Buick, GMC and
      Cadillac dealerships that received a complete wind-down
      agreement of the criteria used by GM in the selection of
      that dealership for wind-down.

    * A face-to-face review process for all complete wind-down
      dealers who have not already terminated their dealer sales
      and service agreements with GM.

    * If the complete wind-down dealer is not satisfied with the
      outcome of the face-to-face review process, he or she may
      elect to proceed to binding arbitration. The arbitration
      will expressly be limited to whether GM selected the dealer
      to receive the wind-down agreement on the basis of its
      business criteria.

Additional components include:

    * Accelerated wind-down payments to dealers consistent with
      the terms of their wind-down agreements.

    * A process to resolve open issues identified by dealers
      related to the operation of wind-down dealers.

    * Agreement to support public policy issues of mutual interest
      identified by dealers.

    * Agreement to work with appropriate policy makers regarding
      floor-plan and other financing issues that are important to
      dealers.

    * Additional evaluation in limited circumstances for complete
      wind-down dealers who purchased stock, land or dealerships
      from GM in the last four years.

    * Reaffirmation of GM's long-standing commitment to try to
      increase the diversity of its dealer body.

    * In the limited circumstances where there are dealer re-
      establishments, area wind-down dealers will be given the
      opportunity to submit a proposal.

    * Market reevaluation to ensure GM has sufficient dealer
      representation across the country.

    * Placement assistance for service technicians and other
      dealership employees.

                       About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had $107.45 billion in total assets
against $135.60 billion in total liabilities.

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: Old GM Creditors Committee Members Dwindle to 10
----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, under
Sections 1102(a) and (b) of the Bankruptcy Code, appointed as of
November 30, 2009, these unsecured creditors who are willing to
serve on the Official Committee of Unsecured Creditors of General
Motors Corporation, and its debtor affiliates:

  (1) Wilmington Trust Company
      Rodney Square North
      1100 North Market Street
      Wilmington, Delaware 19890
      Attention: James J. McGinley
      Telephone: (302) 636-6019
      Fax: (302) 636-4140

  (2) Law Debenture Trust Company of New York
      400 Madison Avenue, 4th Floor
      New York, NY 10017
      Attention: Robert Bice, Senior Vice President
      Telephone: (646) 747-1254
      Fax: (212) 750-1361

  (3) The Industrial Division of Communications
      Workers of America, AFL-CIO
      2701 Dayton Road
      Dayton, Ohio 45439
      Attention: James Clark, President, IUE-CWA
      Telephone: (937) 298-9984
      Fax: (937) 298-6338

  (4) International Union UAW
      8000 East Jefferson Avenue
      Detroit, Michigan 48214
      Attention: Niraj R. Ganatra, Associate General Counsel
      Telephone: (313) 926-5216
      Fax: (313) 926-6240

  (5) United Steelworkers
      Five Gateway Center, Room 807
      Pittsburgh, Pennsylvania 15222
      Attention: David R. Jury, Associate General Counsel
      Telephone: (412) 562-2545
      Fax: (412) 562-2429

  (6) Inteva Products, LLC
      1401 Crooks Road
      Troy, Michigan 48084
      Attention: Lance Lis, General Counsel
      Telephone: (248) 655-8900
      Fax: (866) 741-1744

  (7) Serra Chevrolet of Birmingham, Inc.
      Post Office Box 59120
      Birmingham, Alabama 35259
      Attention: Quentin Brown, Vice President/General Counsel
      Telephone: (205) 706-5359
      Fax: (205) 212-3901

  (8) Mark Buttita
      2429 South Alpine Rd.
      Rockford, Illinois 61108
      Telephone: (815) 509-1172

  (9) Genoveva Bermudez
      c/o Cohen & Associates
      8710 E. Vista Bonita Drive
      Scottsdale, Arizona 85255
      Attention: Larry E. Cohen, Esq.
      Telephone: (480) 515-4745

(10) Kevin Schoenl
      99 Maretta Road
      Rochester, New York 14624
      Telephone: (215) 751-2050
      Dated: New York, New York

The Debtors' Creditors' Committee originally consisted of 15
members.  Pension Benefit Guaranty Corporation, Interpublic Group,
DENSO International America, Inc., Paddock Chevrolet and Saturn of
Hempstead, Inc., are no longer part of the panel.

                     About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had $107.45 billion in total assets
against $135.60 billion in total liabilities.

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Old GM Proposes to Reject Class Action Settlements
------------------------------------------------------------------
Motors Liquidation Co. and its units seek the Court's authority to
reject, effective as of December 3, 2009, five agreements with
each of Leader & Berkon LLP, LakinChapman LLC, Girard Gibbs LLP,
Shughart Thomson & Kilroy, P.C., and DRA, Inc.  To be rejected are
four class action settlement agreements and asset purchase
agreement.

Paul Rachmuth, Esq., at Gerstein Savage, LLP, in New York, as
counsel to members of class actions against the Debtors (i) in the
16th Judicial Circuit Court, Jackson County, Missouri and in the
Superior Court of the State of California for the County of
Alameda collectively known as the Dex-Cool Class Actions; and (ii)
in the Superior Court of the State of California for the County of
Los Angeles, Central Civil West Courthouse known as Anderson Class
Action relate that they do not object to the rejection of their
class action settlement entered with the Debtors.  The Class
Counsel said the response was filed to provide the Court with
background information regarding the GM Class Actions.

Debtors' counsel, Joseph H. Smolinsky, Esq., at Weil, Gotshal &
Manges LLP, in New York, informs the Court that the Class
Counsel consents to the Debtors' filing of a certificate of no
objection.  He adds that the Debtors were contacted before the
deadline to object to the 10th Omnibus Rejection Motion by counsel
to (i) Class Action Settlement Agreement regarding Saturn Vehicles
Containing Variable Transmission Intelligence Transmissions, and
(ii) DRA International, Inc., concerning objections to the 10th
Omnibus Rejection Motion with respect to their contracts.  Thus,
to resolve these parties' objections, the Debtors have removed
contracts entered with Saturn VTIT Class Action and DRA
International from contracts subject to the 10th Omnibus Rejection
Motion.

Accordingly, the Debtors ask the Court to grant their 10th Omnibus
Rejection Motion, as revised.

Mr. Smolinsky also informed the Court that Fountain Lakes I, LLC,
filed a formal objection while MTech Associates, LLC and Renover
Shreveport, LLC, contacted the Debtors regarding objections to the
9th Omnibus Rejection Motion with respect to their contracts.
Thus, the Debtors remove the contracts of Fountain Lakes, MTech
and Renover among contracts to be rejected pursuant to the 9th
Omnibus Rejection Motion.

The Debtors and MTech also entered into a stipulation extending
MTech's deadline to respond to the 9th Omnibus Rejection Motion to
December 1, 2009.

In a separate matter, the Debtors, General Electric Capital
Corporation, Philip Morris Capital Corporation, and Wells Fargo
Bank Northwest, National Association, as indenture trustee under a
leveraged lease transaction known as GM 2001A-6, agreed to further
adjourn the hearing to consider the Debtors' proposed rejection of
personal property leases with respect to the GM 2001A Agreement to
December 16, 2009.  The parties further agree that if the
Rejection Motion is granted with respect to the GM 2001 A-6
Agreement on or before conclusion of the December 16, 2009
Hearing, the rejection will be nunc pro tunc to July 31, 2009.
All parties-in-interest will be deemed to have waived all claims
for adequate protection and administrative rent for the period
after
July 31, 2009, through the time the Rejection Motion is granted.

The Parties also agreed that with respect to the dismantling or
storage of the portion of the assembly line equipment covered by
the 2001 A-1 Agreement and the 2001 A-2 Agreement pursuant to an
order authorizing rejection of GM 2001A-1 and GM 2001A-2, the
Debtors and General Motors Company will waive any claims to
compensation or reimbursement of expenses incurred or storage
charges for the period July 31, 2009, through December 16, 2009.
Moreover, GECC and Wells Fargo will waive any claims to
administrative rent arising from the Debtors' or GM's use or
possession of the Equipment for the period July 31, 2009, through
December 16, 2009.

Unisia Mexicana S.A. de. C.V.; Hitachi, Ltd.; and Hitachi
Automotive Products (USA), Inc., Westfalia-Automotive GMBH, and
Gates Corporation and its affiliates withdrew their contract
assumption objections.

                    *     *     *

The Court authorized the Debtors' rejection of three contracts
entered with Girard Gibbs LLP, namely Class Action Settlement
Agreement Regarding Intake Manifold Gasket Leaks and Similar
Engine Coolant System Issues, Master Class Action Settlement
Agreement Regarding Intake Manifold Gasket Leaks and Similar
Engine Coolant System Issues, and Class Action Settlement
Agreement Regarding 1999-2003 Model Year Chevrolet Silverados with
Piston or Piston Pin Noise Issues.

Moreover, the Court adjourned hearing on the 10th Omnibus
Rejection Motion with respect to two contracts to December 16,
2009:

(1) Class Action Settlement Agreement Regarding Saturn
     Vehicles Containing Variable Transmission Intelligence
     Transmissions dated April 14, 2009; and

(2) Asset Purchase Agreement with DRA, Inc., and DR
     International, Inc., dated July 13, 1994.

Subsequently, the Court also authorized the Debtors' rejection of
seven agreements entered between the Debtors and Toyota Motor
Corporation, comprised of two product responsibility agreements,
two agreements on manufacture of Toyota-specific vehicles, an
agreement for dispatch of technical service instructor, memorandum
of understanding regarding pricing and production, and an
agreement for allocation of NUMMI production effective as of
November 30, 2009.

                     About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had $107.45 billion in total assets
against $135.60 billion in total liabilities.

                    About Motors Liquidation

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)


GENERATION BRANDS: Plan Gives 91% Stake to 2nd Lien Lenders
-----------------------------------------------------------
NetDockets, citing bankruptcy court filings, reports the key terms
of the prepackaged restructuring Generation Brands Holdings, Inc.
and its 13 affiliates reached with their lenders:

    * the satisfaction of the first lien debt through the use of
      certain cash-pay term loans and PIK term loans

    * the satisfaction of the second lien debt through the
      issuance of new common Stock of New QHB Holdings sufficient
      to result in an aggregate common equity ownership of New QHB
      at closing of 91.75%

    * the satisfaction of $35 million in notes held by Apollo
      Investment Corporation through the issuance of New Common
      Stock of New QHB sufficient to result in an aggregate common
      equity ownership of New QHB at closing of 7.50%

NetDockets says the proposed plan would leave all other creditors
unimpaired.  Pursuant to a pre-filing solicitation, the terms of
the plan were accepted by a majority of holders of the first lien
debt (75% in number and over 80% in amount) and holders of the
second lien debt (81% in number and 97% in amount).

Yesterday's Troubled Company Reporter ran a story on Generation
Brands and its affiliates' bankruptcy filing before the U.S.
Bankruptcy Court for the District of Delaware.  The cases are
being jointly administered for procedural purposes under the QHB
Holdings LLC case.

The Debtors have received commitments for a $20-million debtor-in-
possession revolving credit facility from its current revolving
lenders, led by BNP Paribas as agent.  When approved by the
bankruptcy court, this financing will be available to fund post-
petition operating expenses and to ensure that the Company can
continue to meet its obligations to employees, customers, and
suppliers during the Chapter 11 process.

                    About Generation Brands

Generation Brands is one of America's leading companies serving
the lighting, electrical wholesale, home improvement, home decor,
and building industries.  The company has an outstanding portfolio
of fashionable and functional lighting fixtures, ceiling fans, and
decorative products that provide value and growth for its
customers and end-users.

The Company was advised in connection with its pre-packaged
Chapter 11 financial reorganization by White & Case LLP and
Barclays Capital.


GENMAR HOLDINGS: Platinum Offers $55 Million for Part of Business
-----------------------------------------------------------------
Genmar Holdings Inc., has a contract to sell some of its
fiberglass powerboats business to Platinum Equity LLC for
$55 million.  Platinum Equity will acquire assets, including
Ranger, Stratos, Champion, Wellcraft, Four Winns, Larson and
Glastron boats, if it prevails at the auction.

A hearing will be held Dec. 8 to approve sale procedures.

Genmar wants the sale-approval hearing to take place Jan. 13.

                   About Genmar Holdings, Inc.

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

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

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


GOLDEN EAGLE: To Seek Shareholder OK of Reverse Split, Equity Plan
------------------------------------------------------------------
A Special Meeting of Shareholders of Golden Eagle International,
Inc., will be held at a yet-to-be-determined date, at the Little
America Hotel, located at 500 South Main, Salt Lake City, Utah, to
consider and take action on:

     1) An amendment to the Company's Articles of Incorporation to
        effect a reverse stock split of the Company's outstanding
        common stock (but not the authorized common stock) at the
        rate of one new, post-split share for each 500 pre-split
        shares of common stock;

     2) Approval of the Golden Eagle International, Inc. Revised
        2009 Equity Incentive Plan;

     3) Approval of the terms of the employment agreement between
        Golden Eagle and Terry C. Turner, the Company's Chief
        Executive Officer, President and Chairman;

     4) Approval of the terms of the employment agreement between
        Golden Eagle and Tracy A. Madsen, the Company's Chief
        Financial Officer and Vice President - U.S. Operations;
        And

     5) Such other business as may properly come before the
        meeting, or any adjournments or postponements thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?4b38

                           Going Concern

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

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

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

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

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

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

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

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

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

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

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

                       Bankruptcy Warning

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

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

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4a84

                        About Golden Eagle

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


GOTTSCHALKS INC: Files Liquidating Chapter 11 Plan
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Gottschalks Inc. has
filed a proposed Chapter 11 plan.  Under the Plan, unsecured
creditors will split the $4 million to $10 million left after
secured and other higher-priority claims are paid in full.
Unsecured claims are expected to aggregate $75 million to $105
million.  The amount for payment toward unsecured claims doesn't
include recoveries from lawsuits, including preference suits
against suppliers who were paid within 90 days of bankruptcy.

Gottschalks has recently received a February 19 extension of its
exclusive period to propose a Chapter 11 plan.

                       About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts.


GREDE FOUNDRIES: Wayzata-Led Auction on December 21
---------------------------------------------------
Grede Foundries Inc. obtained approval to conduct an auction to
test Wayzata Investment Partners LLC's stalking horse offer.
Wayzata has offered $106.5 million.

The auction is scheduled for Dec. 21.  Competing bids are due
Dec. 17.  The Bankruptcy Court will consider approval of the
results of the auction on Dec. 22.

Unless it is outbid at the auction, Wayzata will assume or pay off
a $25.8 million first lien, $10.5 million in letters of credit
obligations, a $24.2 million second lien, and $16.8 million
financing for the Chapter 11 case.  The buyer also will assume
$29.2 million in debt.

Grede said that the offer from Wayzata will provide resources for
winding down the bankrupt estate by excluding two facilities from
the purchase.

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company filed for Chapter 11 on June 30, 2009 (Bankr. W.D.
Wisc. Case No. 09-14337).  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor in its restructuring efforts.
The Debtor selected Conway Del Genio Gries & Co. as restructuring
advisor; Leverson & Metz S.C. as special counsel; and Kurtzman
Carson Consultants LLC as claims agent.  The Debtor listed total
assets of $143,983,000 and total debts of $148,243,000


GRIZZLY EXCAVATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Grizzly Excavation, Inc
        2555 Emerson Lane
        Rapid City, SD 57701

Bankruptcy Case No.: 09-50469

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       District of South Dakota (Western (Rapid City)

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Stan H. Anker, Esq.
                  Anker Law Group, P.C.
                  1301 West Omaha Street, Suite 207
                  Rapid City, SD 57701
                  Tel: (605) 718-7050
                  Fax: (605) 718-0700
                  Email: sanker@rushmore.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 $1,201,594
and total debts of $2,700,149.

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/sdb09-50469.pdf

The petition was signed by Steven J. Lhotak, president of the
Company.


HALCYON HOLDING: May Sell Terminator Rights to Satisfy Creditors
----------------------------------------------------------------
Jim Vejvoda at ign.com relates that The Halcyon Holding Group said
it would have to auction off the rights to Terminator Salvation
and future Terminator installments to satisfy its creditors and
stakeholders.

The Company, Mr. Vejvoda says, said the entire matter must be
concluded by Feb. 1, 2010.

Halcyon Holding Group LLC is the company that produced "Terminator
Salvation," a film that generated $369 million in box office
receipts.   Halcyon Holding Group LLC and two affiliated companies
filed Chapter 11 petitions on Aug. 17 in Los Angeles, California
(Bankr. C.D. Calif. Case No. 09-31854).  Halcyon said it has
between $50 million and $100 million in both assets and debts.


HANOVER INSURANCE: One Beacon Deal Won't Affect Fitch's BB+ Rating
------------------------------------------------------------------
Fitch Ratings said that The Hanover Insurance Group's renewal
rights arrangement with OneBeacon Insurance Group, Ltd., will not
affect THG's ratings.  The Rating Outlook remains Stable.

THG announced that it has entered into a renewal rights agreement
with OneBeacon.  Through the agreement THG has acquired access to
$400 million in commercial lines premium, effective Jan. 1, 2010,
for a fee of $23.25 million for the first $200 million in premium
plus 10% of premium over $200 million.

The transaction is consistent with Fitch's view of THG's strategy
to selectively add commercial business in small and middle market
accounts.  The transaction accelerates a western state expansion
initiative underway and adds additional scale, as well as product
and service capabilities, to THG's core commercial business.

Fitch believes the relative size of the transaction and the
execution risks are moderate.  THG's total and commercial lines
net premium written in 2008 was $2.5 billion and $1 billion,
respectively.  THG also expects to hire and retain approximately
100 people from OneBeacon.

Fitch notes that unlike an acquisition, a renewal rights
transaction does not involve the transfer of assets or prior-
period reserves and the risk of asset impairments or reserves
deficiencies.  Also, although there are advantages to adding
premium through a renewal rights transaction versus organic growth
in the open market, given current competitive market conditions,
THG's new business could generate underwriting losses.  It will be
difficult to fully evaluate the impact of the transaction until
the book of business is fully integrated.
Fitch rates THG and subsidiaries:

The Hanover Insurance Group

  -- Issuer Default Rating 'BBB';
  -- 7.625% senior unsecured notes due 2025 'BBB-';
  -- 8.207% junior subordinated debentures due 2027 'BB+'.

The Hanover Insurance Company

  -- Insurer Financial Strength 'A-'.

Citizens Insurance Company of America

  -- IFS 'A-'.

The Rating Outlook is Stable.


HEARTHSTONE RANCH: Taps McCormick Barstow as Bankruptcy Counsel
---------------------------------------------------------------
Hearthstone Ranch II LLC asks the U.S. Bankruptcy Court for the
Eastern District of California for permission to employ McCormick,
Barstow, Sheppard, Wayte & Caruth LLP as counsel.

McCormick Barstow will, among other things:

   -- examine the principals of the Debtor and other parties
      as to the Debtor's acts, conduct, and property;

   -- prepare records and reports as required by the
      Bankruptcy Rules, the Local Bankruptcy Rules, and U.S.
      Trustee Guidelines; and

   -- prepare applications, motions, notices and proposed
      orders, together with supporting documentation, to be
      submitted to the Court.

Hilton A. Ryder, a partner at McCormick Barstow, tells the Court
that the firm received $15,000 on account of attorneys fees and
for filing fees from a member of the Debtor.

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

Mr. Ryder can be reached at:

     McCormick, Barstow, Sheppard, Wayte & Caruth LLP
     No. 5 River Park Place East
     Fresno, CA 93720

Hearthstone Ranch II LLC, owner of a development in Stanislaus
County, California, filed a Chapter 11 petition.  The property is
claimed to be worth $10.5 million.

The Company filed for Chapter 11 on November 4, 2009 (Bankr. E.D.
Calif. Case No. 09-93573).  Hilton A. Ryder, Esq., in Fresno,
Calif., represents the Debtor in its restructuring effort.
According to the schedules, the Company has assets of $10,500,064,
and total debts of $11,640,801.


HOLDER HOSPITALITY: NNAH to Auction Assets; 171 to Lose Jobs
------------------------------------------------------------
Silver Pinyon Journal's Dee Holzel, citing court documents, says a
federal bankruptcy court approved a foreclosure sale of Model T --
and four casinos -- owned by Holder Hospitality Group requested by
Northern Nevada Asset Holdings, saying the company was unable to
reorganize in a timely manner.

The Company's assets will be auctioned on Dec. 23, 2009, a move
that would leave about 171 workers without jobs, source says.

Joe Silver, representing Northern Nevada, said nothing is stopping
its client from buying the property themselves and leasing it to
someone else to operate, source notes.

Mr. Silver relates that 777 Gaming of Las Vegas has prepared the
necessary permits to lease the property, source says.

The Holder Hospitality Group, LLC, owns and operates hotels and
casinos that offer hospitality, lodging, entertainment, and
recreations services.  The Company's properties include Silver
Club Hotel and Casino, Charlie Holder's Casino Restaurant and Bar,
El Capitan Resort Casino, Sharkey's Casino, Truck Inn, Sundance
Casino, and Model T Hotel Casino & RV Park.  The Holder
Hospitality was incorporated in 1992 and is based in Sparks,
Nevada.


HOMELAND SECURITY: Posts $745,800 Net Loss in Sept. 30 Quarter
--------------------------------------------------------------
Homeland Security Capital Corporation reported a net loss of
$745,849 for the fiscal first quarter ended September 30, 2009,
from a net loss of $1,941,090 for the year ago period.

Net contract revenue was $20,849,442 for the fiscal first quarter
ended September 30, 2009, from $17,667,231 for the year ago
period.

At September 30, 2009, the Company had total assets of $33,645,850
against total liabilities of $36,917,640, resulting in $3,441,558
in stockholders' deficit.

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?4b3a

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.  The Company is engaged in
the strategic acquisition, operation, development and
consolidation of companies operating in the chemical, biological,
nuclear and explosive incident response and security marketplace
within the homeland security industry.  The Company is focused on
creating long-term shareholder value by taking a controlling
interest in and developing its subsidiary companies through
superior management, operations, marketing and finance.  The
Company operates businesses that provide products and services
solutions, growing organically and by acquisitions.  The Company
targets emerging companies that are generating revenues but face
challenges in scaling their businesses to capitalize on
opportunities in the industry sectors.


IGD PROPERTIES LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: IGD Properties, LLC
        PO Box 421
        Farmville, VA 23901

Bankruptcy Case No.: 09-37962

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Reginald R. Yancey, Esq.
                  P.O. Box 11908
                  Lynchburg, VA 24506
                  Tel: (434) 528-1632
                  Fax: (434) 846-7112
                  Email: rryald@comcast.net

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

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

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

The petition was signed by William J. Green, president of the
Company.


INDUS (ECLIPSE 2007-1): DBRS Downgrades Class D to 'CCC'
--------------------------------------------------------
DBRS has downgraded the following four classes of the Indus
(Eclipse) 2007-1 plc transaction and placed classes A, X, B, C and
D Under Review Negative:

* Class B to AA (low) from AA, Under Review Negative
  Implications

* Class C to BBB (low) from A, Under Review Negative
  Implications

* Class D to CCC from BBB, Under Review Negative Implications

* Class E to C from BB, Stable

* Classes A and X, AAA Under Review Negative Implications

As a result of the review of the bonds prompting the downgrades to
Classes B, C and D, those same classes, in addition to Classes A
and X, have been placed Under Review with Negative Implications
while DBRS completes a more detailed review of the loans securing
the transaction.

The downgrade is a result of the two loans in special servicing.
DBRS expects losses to occur with the resolution of the APEX loan,
the smallest loan in the transaction.  In addition, following the
compulsory purchase order of one of the properties securing the
Agora Max loan, the residual debt has caused a decrease in the ICR
and DSCR for the loan, as the price was not sufficient to satisfy
the allocated loan balance.  The losses expected with APEX and the
residual debt load on the Agora Max loan prompted the downgrades,
as the credit support was found to be insufficient to support the
ratings.

DBRS notes that there are many loans on the servicer's watchlist,
primarily due to loan to value (LTV) covenant breaches.  While the
ICR and DSCR ratios are consistent with DBRS expectations, and the
current LTVs are largely at or below DBRS expectations, DBRS is
concerned that there could be greater value decline in the
markets, and will endeavor to review each loan to ensure the
further value decline and potential ICR decline is properly
reflected in its ratings.

Upon completing a full review of each loan, DBRS will publish its
findings, including any impact it has upon the ratings, in a full
Surveillance Report.


INNOVATIVE COS: Can Access Citibank Cash Collateral Until Dec. 10
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York, in
a sixth interim order, authorized Innovative Companies LLC and its
debtor-affiliates to continue using cash collateral of Citibank,
N.A., until December 10, 2009.

A further hearing will be held on December 10, 2009, at
11:00 a.m. at the U.S. Bankruptcy Court, 290 Federal Plaza,
Central Islip, New York City.

As reported in the Troubled Company Reporter on June 23, 2009,
Citibank asserts a claim against the Debtors of $22,110,000
secured by the Debtors' assets, including cash collateral that is
estimated by the Debtors to be worth $14,000,000.

As adequate protection against any diminution in value of the
Collateral, including cash collateral, Citibank is granted a
security interest and replacement lien in all of the assets and
property acquired by the Debtors after the petition date and the
proceeds thereof, including, without limitation, the bank accounts
maintained by the Debtors at any non-Citibank financial
institution, subject to a Carve-Out for fees payable to the U.S.
Trustee and any fees payable to the Clerk of the Bankruptcy Court,
and reasonable fees and expenses of any Chapter 7 trustee
appointed in a subsequent conversion of all of the cases, up to a
maximum of $7,500.

As additional adequate protection, Citibank is granted an allowed
administrative claim under sections 503(b)(1), 507(a), and 507(b)
of the Bankruptcy Code for any diminution in the value of the
Citibank Collateral.

                  About The Innovative Companies

Headquartered in Hauppauge, New York, The Innovative Companies LLC
and its affiliates filed for Chapter 11 protection on April 17,
2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669).  Leslie A. Berkoff,
Esq., at Moritt Hock Hamroff Horowitz LLP, represents the Debtors
in their restructuring efforts.  David M. Banker, Esq., at
Lowenstein Sandler PC, represents the official committee of
unsecured creditors as counsel.  In its petition, the Company
listed between $10 million and $50 million each in assets and
debts.


INTEGRAL VISION: Reports $753,000 Net Loss for Sept. 30 Quarter
---------------------------------------------------------------
Integral Vision, Inc., reported a net loss of $753,000 for the
three months ended September 30, 2009, from a net loss of
$8,251,000 for the year ago period.  The Company posted a net loss
of $2,035,000 for the nine months ended September 30, 2009, from a
net loss of $9,746,000 for the year ago period.

Total revenues -- Net product sales and Net revenue from product
development agreements -- were $234,000 for the three months ended
September 30, 2009, from $11,000 for the year ago period.  Total
revenues were $1,479,000 for the nine months ended September 30,
2009, from $491,000 for the year ago period.

At September 30, 2009, the Company had $765,000 in total assets
against $8,523,000 in total liabilities, resulting in $7,758,000
in stockholders' deficit.

On October 1, 2009, the Company extended the terms on $1,566,000
of its Class 2 Notes due on October 1, 2009, to January 15, 2010,
and issued 1,040,425 associated warrants on October 8, 2009.  The
remaining $5,000 of notes due October 1, 2009, and associated
interest were paid in full.

On October 22, 2009, the Company sold an additional $110,000 of
Class 2 Notes and issued 45,205 warrants.

The Company said these transactions bring the aggregate amount of
outstanding Class 2 and Class 3 Notes to $7,192,000.

The Company noted it incurred losses from operations in the years
of 2008 and 2007 of $11.0 million and $3.0 million respectively.
"The continuing losses raise substantial doubt about our ability
to continue operating as a going concern," the Company said.

"We are currently working with a number of large customers who are
using our technologies to evaluate their microdisplay production
or are evaluating our technology for the inspection of LCD
displays and components.  We expect that additional sales orders
will be placed by these customers during the last quarter of 2009
and throughout 2010, provided that markets for these products
continue to grow and the customers continue to have interest in
our technology-assisted inspection systems.  Ultimately, our
ability to continue as a going concern will be dependent on these
large companies getting their emerging display technology products
into high volume production and placing sales orders with us for
inspection products to support that production.  However, there
can be no assurance that we will be successful in securing sales
orders sufficient to continue operating as a going concern," the
Company said.

"From November 2006 through September 30, 2009, we have used
$7,082,432 of Class 2 and Class 3 Notes to fund operations.
$4,372,320 of these Notes are Class 3 Notes that mature on July 1,
2010.  The remaining $2,710,112 are Class 2 Notes.  $1,571,000 of
the Class 2 Notes which were due on October 1, 2009 have been
extended to January 15, 2010.  No additional consideration was
required by the Note Holders for the extension.  The remaining
$1,139,112 of Class 2 Notes mature on December 31, 2009.  We will
need to raise additional funds in the fourth quarter of 2009 to
pay these notes as they mature or negotiate the extension of their
due dates.  Taking into account existing and anticipated orders,
we expect that we may need to raise an additional $600,000 to fund
operations through the fourth quarter of 2009.  If the anticipated
orders do not materialize as expected, we will need to raise
additional capital in early 2010 to fund operations through the
third quarter of 2010."

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?4b39

Integral Vision, Inc. develops, manufactures, and markets flat
panel display inspection systems to ensure product quality in the
display manufacturing process.  The Company primarily inspects
microdisplays and small flat panel displays, though the technology
used is scalable to allow inspection of full screen displays and
components.  The Company's customers and potential customers are
primarily large companies with significant investment in the
manufacture of displays.  Nearly all of the Company's sales
originate in the United States, Asia, or Europe.


IPCS INC: Voluntarily Withdraws Listing of Common Stock on NASDAQ
-----------------------------------------------------------------
iPCS, Inc. has filed a notification to voluntarily withdraw its
common stock securities from listing and registration on the
NASDAQ Stock Market LLC under Section 12(b) of the Securities
Exchange Act of 1934.

A copy of the Form 25 is available for free at:

               http://researcharchives.com/t/s?4b41

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) --
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.


IPCS INC.: Sprint Nextel Completes Acquisition
----------------------------------------------
Sprint Nextel Corporation on December 4 said it has successfully
completed its acquisition of iPCS, Inc.  Under the terms of the
transaction, announced in October, Sprint Nextel acquired iPCS for
approximately $831 million, including the assumption of
$405 million of net debt.  Sprint Nextel acquired all of iPCS's
outstanding common shares for $24.00 per share in an all-cash
transaction.

As a result of the completion of the merger, iPCS is now a wholly-
owned subsidiary of Sprint Nextel.  iPCS shares ceased trading on
NASDAQ as of the closing of the market Friday and will be
delisted.  The completion of this acquisition also allows Sprint
Nextel and iPCS to resolve all the litigation pending between
them.

More than 700,000 former iPCS wireless customers will now be
counted as direct Sprint Nextel subscribers.  As part of the
acquisition, Sprint also expanded its direct service territory to
cover an additional 12.6 million people.  Since iPCS's services
were sold under the Sprint brand name and in Sprint-branded
stores, iPCS customers should not experience any change in their
service as a result of this transaction.

On November 25, 2009, pursuant to the Agreement and Plan of
Merger, dated as of October 18, by and among Sprint Nextel
Corporation, Ireland Acquisition Corporation, a wholly owned
subsidiary of Sprint Nextel, and iPCS, Inc., Sprint Nextel
completed a cash tender offer to acquire all of the outstanding
shares of common stock, par value $0.01 per share, of iPCS at a
price of $24.00 per share, net to the holder in cash, without
interest and less any required withholding taxes.

At the expiration of the Tender Offer, a total of 11.594 million
shares of iPCS Common Stock were validly tendered and not
withdrawn, including shares validly tendered by notice of
guaranteed delivery, representing 70% of the outstanding shares of
iPCS Common Stock as of the expiration of the Tender Offer.

On November 27, 2009, Sprint Nextel, through the Offeror, accepted
such tendered shares for payment and exercised its option pursuant
to the Merger Agreement to purchase newly-issued shares of iPCS
Common Stock at a price of $24.00 per share to increase its
ownership percentage of the outstanding shares of iPCS Common
Stock to over 90%.

The purchase of the Top-Up Shares was completed December 4, 2009.
No vote or meeting of the stockholders of iPCS to approve the
Merger was required.

                        About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.

                     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.


J2 INVESTMENTS: Parties-In-Interest Want Ch. 11 Trustee Appointed
------------------------------------------------------------------
James P. McAluney asks the Hon. Stacey G. Jernigan of the U.S.
Bankruptcy Court for the Northern District of Texas to direct the
appointment of a Chapter 11 trustee in the reorganization cases of
J2 Investments, LLC, et. al.

Mr. McAluney, trustee of the Revocable trust of James P. McAluney,
represents Shale Synergy, LLC, et al., creditors and parties-in-
interest in the Chapter 11 case of the Debtors.

Mr. McAluney relates that the Debtors' management has engaged in
fraud and dishonesty as evidenced by the detailed allegations in
the State Court lawsuit, State Court TRO, and State Court
injunction, prohibiting the Debtor and certain related insider
entities and controlling persons from any dissipation of the
Debtors' assets.

Dallas, Texas-based J2 Investments, LLC, filed for Chapter 11
bankruptcy protection on November 11, 2009 (Bankr. N.D. Texas Case
No. 09-37744).  The Company's affiliates, Carole Petroleum, LLC,
and Red River Operators, LLC, filed separate Chapter 11 petitions.
Mark A. Castillo, Esq., Melanie Pearce Goolsby, Esq., and
Stephanie Diane Curtis, Esq., at The Curtis Law Firm, PC, assist
J2 Investments in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


JG WENTWORTH: Employs More Than 50 Associates for Bryn Mawr
-----------------------------------------------------------
Roslyn Rudolph at Philadelphia Business Today says J.G. Wentworth
recruited about 50 sales associates for its Bryn Mawr headquarters
by end of January 2010, saying the recent economic crisis has
expanded the need for the services it offers.

J.G. Wentworth, Inc. -- http://www.jgwentworth.com/-- based in
Bryn Mawr, Pennsylvania, is the nation's oldest, largest and most
respected buyer of deferred payments for illiquid financial assets
like structured settlements and annuities.  Since 1992, J.G.
Wentworth has purchased over $3 billion of future payment
obligations from consumers and is also the nation's largest
securitizer of structured settlement and annuity backed notes.

J.G. Wentworth and its affiliates filed for Chapter 11 on
May 19, 2009 (Bankr. D. Del. Case No. 09-11731).  Norman L.
Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, assist the Debtors in their
restructuring efforts.  J.G. Wentworth listed $100,001 to $500,000
in assets and $500,001 to $1,000,000 in debts.


JOHN VONTRAN: Files for Chapter 11 Bankruptcy in Maryland
---------------------------------------------------------
Hanah Cho at The Baltimore Sun says John F. Vontran and his wife,
Kelly A. Vontran, sought protection under Chapter 11 in the
federal bankruptcy court in Maryland, listing liabilities of about
$10 million, which includes personal and business-related loans.

Ms. Cho, citing court documents, says the Company owes
$3.3 million to Patapsco Bank, and $1 million to Inner Harbor East
developer John Paterakis.

John F. Vontran and Kelly A. Vontran are real estate developer.
The Vontrans develop the Yorkway Housing development in Dundalk.


KNOWLEDGE LEARNING: S&P Gives Stable Outlook; Keeps 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Rating Services said it revised its rating
outlook on Portland, Oregon-based Knowledge Learning Corp., a
wholly owned subsidiary of Knowledge Schools Inc., to stable from
negative.  At the same time, S&P affirmed its ratings on the
company, including the 'B+' corporate credit rating.

"The outlook revision reflects the company's maintenance of
adequate credit metrics despite challenging business conditions,"
said Standard & Poor's credit analyst Hal F. Diamond.  KLC has
held stable its debt leverage, margins, and liquidity despite
weaker operating performance.  The company has partially offset
declining center enrollments with cost-saving initiatives, small
tuition increases, reduced capital expenditures, and fewer center
openings.


LANDAMERICA FIN'L: Deregisters all Unissued Company Common Stock
----------------------------------------------------------------
LandAmerica Financial Group, Inc. has filed a Post-effective
Amendment No. 21 to the Registration Statement on Form S-4 (File
No. 333-134614) to deregister all of the Company common stock
remaining unissued under the Registration Statement as of the
effective date of this Post-Effective Amendment No. 2.

As contemplated by the amended joint plan of liquidation dated
November 16, 2009, which was confirmed by the U.S. Bankruptcy
Court for the Eastern District of Virginia on November 23, 2009,
the existing securities of the Company will be cancelled on the
Plan's Effective Date and will will not receive any distributions.
In anticipation of the Effective Date, the Company has terminated
all offerings of its securities under existing registration
statements, including the Registration Statement.

A copy of the Post-effective Amendment No. 2 to Form S-4 is
available for free at http://researcharchives.com/t/s?4b43

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Deregisters all Unissued Securities Under S-3
----------------------------------------------------------------
LandAmerica Financial Group, Inc. has filed a Post-effective
Amendment No. 1 to the Registration Statement on Form S-3 (File
No. 333-130312) to deregister all of the Company securities
remaining unissued under the Registration Statement as of the
effective date of this Post-Effective Amendment No. 1.

As contemplated by the amended joint plan of liquidation dated
November 16, 2009, which was confirmed by the U.S. Bankruptcy
Court for the Eastern District of Virginia on November 23, 2009,
the existing securities of the Company will be cancelled on the
Plan's Effective Date and will will not receive any distributions.
In anticipation of the Effective Date, the Company has terminated
all offerings of its securities under existing registration
statements, including the Registration Statement.

A copy of the Post-effective Amendment No. 1 to Form S-3 is
available for free at http://researcharchives.com/t/s?4b42

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LAS VEGAS SANDS: S&P Affirms Corporate Credit Rating at 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the Las
Vegas Sands Corp. family of companies, which includes Las Vegas
Sands LLC, its Venetian Casino Resort LLC subsidiary, and
affiliate VML U.S. Finance LLC.  The corporate credit rating was
affirmed at 'B-', and the rating outlook remains negative.

"S&P's 'B-' rating reflects S&P's concerns around the company's
intermediate-term liquidity and its ability to maintain compliance
with covenants under its U.S. credit facilities," said Standard &
Poor's credit analyst Ben Bubeck.

S&P's concerns are based on LVSC's significant debt burden, an
aggressive development pipeline, and S&P's expectation for
continued declines in cash flow generation at the Las Vegas
properties in 2010.  The recent series of capital raises executed
by the company (which provide ample liquidity into 2011 given
S&P's expectations for performance), the potential for the company
to generate substantial cash proceeds through the sale of noncore
assets, and recently completed cost-containment efforts only
somewhat temper these negative rating factors.

When assessing LVSC's credit quality, S&P considers the
consolidated entity, despite the distinct financing structures at
LVSC and its U.S., Macau, and Singapore subsidiaries.  S&P deem
the strategic relationship between the parent and each subsidiary
as an important factor bearing on the credit quality of the
overall consolidated entity.  However, the notching of S&P's
issue-level ratings from the corporate credit rating recognizes
the distinct financing structures.

S&P's rating incorporates the expectation for continued declines
in cash flow generation at the Las Vegas properties in 2010,
followed by a modest rebound in 2011.  S&P is factoring declines
in the 5% to 10% range into S&P's 2010 forecast.  These declines
reflect broader economic issues continuing to pressure visitation
to Las Vegas, as well as consumer spending patterns.  Furthermore,
S&P believes that the near-term opening of CityCenter (in phases
beginning this week), which will bring with it nearly 6,000
additional rooms, will drive continued pressure on room rates,
although S&P does not expect average daily rates to fall to the
extent observed in 2009.  S&P is also downwardly revising S&P's
expectations for the Sands Bethlehem property, and have
contemplated EBITDA stabilizing in the $40 million to $50 million
range over the next few years.

S&P's expectations for the Macau market are more optimistic, at
least for 2010.  While the risk of tighter visa restrictions will
be a consistent threat faced by all operators in the market, S&P
expects the market to grow meaningfully in 2010.  There is very
little new capacity scheduled to come online next year, which also
bodes well for near-term prospects.  S&P has incorporated the
expectation for EBITDA growth of about 10% in 2010 across the
three Macau properties.  This growth will primarily result from
strength at the Venetian Macau and a continuing gradual ramp-up at
the Four Seasons Macau.  S&P believes that performance at the
Sands Macau will be slightly weaker in 2010, and note that the
year-to-date growth in EBITDA in 2009 was entirely driven by cost
containment.  Net revenues at this property were down 6% through
Sept. 30, 2009.


LEO ROBBINS & SONS INC: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Leo Robbins & Sons, Inc.
        801 Walnut Street
        Philadelphia, PA 19107

Bankruptcy Case No.: 09-19403

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Robbins Delaware Diamonds, LLC                     09-19404

Chapter 11 Petition Date: December 6, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Debtor's Counsel: Aris J. Karalis, Esq.
                  Maschmeyer Karalis P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500
                  Email: akaralis@cmklaw.com

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

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

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

             http://bankrupt.com/misc/paeb09-19403.pdf

The petition was signed by Jerry Robbins, president of the
Company.


LEVI STRAUSS: Rogers Steps Down as Chairman; Kauffman Gets Post
---------------------------------------------------------------
T. Gary Rogers, the Chairman of the Board of Directors of Levi
Strauss & Co., on December 3, 2009, informed the Board that he is
retiring from the Board, effective immediately.

Richard L. Kauffman, a member of the Board since October 2008,
will serve as interim Chairman until a successor is appointed by
the Board.  Mr. Kauffman is also a member of the Board's Audit
Committee and Chairman of the Board's Finance Committee, and he
will remain in those positions while serving as Chairman of the
Board.

Mr. Rogers said, "After nearly 12 years on the Board and two years
as the Chairman I have decided that it is the right time for me to
retire. I leave confident that the company is well positioned for
success."

"The Board is immensely grateful to Gary for his decade of devoted
service and especially his leadership in the past two years. Levi
Strauss & Co. is much stronger as a result of his contributions,"
said Chairman Emeritus Robert D. Haas.

Mr. Kauffman is currently the Chief Executive Officer, President
and Managing Director of Good Energies.  Previously, he was a
Partner at Goldman Sachs and Chairman of its Global Financing
Group.

                     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.


LEXICON UNITED: Reports $181,732 Net Loss for Sept. 30 Quarter
--------------------------------------------------------------
Lexicon United Incorporated reported a net loss of $181,732 for
the three months ended September 30, 2009, from a net loss of
$209,423 for the year ago period.  Lexicon United posted a net
loss of $530,841 for the nine months ended September 30, 2009,
from a net loss of $623,469 for the year ago period.

Total revenues from service and receivables portfolio were
$1,219,799 for the three months ended September 30, 2009, from
$1,266,548 for the year ago period.  Total revenues were
$2,960,419 for the three months ended September 30, 2009, from
$3,362,657 for the year ago period.

At September 30, 2009, the Company had total assets of $3,081,219
against total liabilities of $4,487,900.  At September 30, 2009,
the Company had accumulated deficit of $3,437,978 and total
deficit of $1,406,681.  The Company also had negative working
capital of $3,582,385 at September 30, 2009.

The Company said management's plans include raising adequate
capital through the equity markets to fund future operations and
generating of revenue through its businesses.  Failure to raise
adequate capital and generate adequate sales revenues could result
in the Company having to curtail or cease operations.

"Additionally, even if the Company does raise sufficient capital
to support its operating expenses and generate adequate revenues,
there can be no assurances that the revenue will be sufficient to
enable it to develop business to a level where it will generate
profits and cash flows from operations.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said.

                       About Lexicon United

Based in Austin, Texas, Lexicon United Incorporated (OTC
BB:LXUN.OB) -- http://www.atncapital.com.br/-- is a financial
services holding company specializing in collections and credit
recovery.  ATN, a subsidiary of the Company, is engaged in the
business of managing and servicing accounts receivables for large
financial institutions in Brazil and acquiring portfolios of debt
assets for its own account.  Revenues are primarily derived from
collections related to distressed debt assets.


M&I MARSHALL: Moody's Cuts Bank Financial Strength Rating to C
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Marshall &
Ilsley Corporation and its subsidiaries.  M&I was lowered to Baa1
from A3 for senior debt.  The lead bank, M&I Marshall & Ilsley
Bank, had its unsupported bank financial strength rating lowered
to C from C+ and its long-term deposit rating lowered to A3 from
A2.  The bank's short-term rating was lowered to Prime-2 from
Prime-1.  The holding company's short-term rating was confirmed at
Prime-2.  Following the rating action, the outlook on M&I and its
subsidiaries is negative.  This concludes Moody's review for
possible downgrade that began on September 15, 2009.

The one notch downgrade reflects Moody's view that M&I faces
sizable credit losses throughout 2010 resulting from its real
estate concentration.  Specifically, Moody's anticipates that
M&I's credit costs will be of a magnitude sufficient to prevent
the bank from returning to profitability in the near-term.

However, the impact of those potential losses is mitigated by
M&I's recent sizable capital raise.  In October, M&I issued
$863 million of common equity.  In addition to strengthening its
capital base in the face of additional credit losses, the capital
raise represents a vote of confidence in M&I's future.  That is
important because it may lessen the possibility that a valuation
allowance would need to be established against M&I's deferred tax
asset, which has a long carryforward period, but is unlikely to be
utilized as long as M&I's loan loss provisions remain near their
current levels.

Nonetheless, the potential exists that a valuation allowance may
need to be established in the future depending upon M&I's earnings
performance.  That possibility is captured in the negative rating
outlook.

The negative outlook also incorporates longer-term franchise
considerations.  Although M&I has a sizable local presence in
Wisconsin and its current liquidity profile is ample, brokered
deposits, mostly long-dated, continue to account for roughly one-
quarter of total deposits.  Moody's believes that a funding
profile more concentrated in core customer-sourced deposits would
further enhance M&I's liquidity profile and could support a stable
rating outlook.

Moody's added that while most of M&I's ratings declined by one
notch, the rating on the non-cumulative preferred stock issued by
M&I Marshall & Ilsley Investment II Corp. was lowered by two
notches to Baa3 from Baa1 and the rating on the non-cumulative
portion of M&I LLC's preferred stock shelf was also lowered by two
notches to (P)Ba1 from (P)Baa2.  In addition, the ratings on M&I
LLC's junior subordinated shelf and the ratings on M&I's trust
preferred shelves were lowered to (P) Baa3 from (P) Baa1.  These
ratings reflect the coupon deferral risk associated with the
respective instruments and are in line with Moody's recently
published methodology entitled "Moody's Guidelines for Rating Bank
Hybrid Securities and Subordinated Debt".

Notwithstanding the downgrades, Moody's noted that M&I's ratings
continue to reflect its strong direct banking franchise in
Wisconsin, where it enjoys significant market share, and its solid
wealth management platform.

Moody's last rating action on M&I was on September 15, when the
company's ratings were placed on review for possible downgrade.

The principal methodologies used in rating this issuer were
Moody's "Bank Financial Strength Ratings: Global Methodology",
published in February 2007, and "Incorporation of Joint-Default
Analysis into Moody's Bank Ratings: A Refined Methodology",
published in March 2007, and available on www.moodys.com in the
Rating Methodologies sub-directory under the Research & Ratings
tab.  Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
in the Rating Methodologies sub-directory on Moody's website.

Downgrades:

Issuer: M&I Bank FSB

  -- Bank Financial Strength Rating, Downgraded to C from C+
  -- Issuer Rating, Downgraded to A3 from A2
  -- OSO Rating, Downgraded to P-2 from P-1
  -- Deposit Rating, Downgraded to P-2 from P-1
  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: M&I Capital Trust C

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1

Issuer: M&I Capital Trust D

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1

Issuer: M&I Captial Trust E

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1

Issuer: M&I LLC

  -- Multiple Seniority Medium-Term Note Program, Downgraded to
     Baa1, Baa2 from A3, Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Baa2 to
      (P)Baa1 from a range of (P)Baa1 to (P)A3

  -- Multiple Seniority Shelf, Downgraded to (P)Baa1, (P)Baa2,
      (P)Baa3, (P)Baa3, (P)Ba1 from (P)A3, (P)Baa1, (P)Baa1,
      (P)Baa2, (P)Baa2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Baa1
     from A3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
     from A3

Issuer: M&I Marshall & Ilsley Bank

  -- Bank Financial Strength Rating, Downgraded to C from C+

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to A3, Baa1
     from A2, A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Baa1 from A3

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to A3 from
     A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: M&I Marshall & Ilsley Investment II Corp.

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from Baa1

Issuer: Marshall & Ilsley Corporation

  -- Multiple Seniority Medium-Term Note Program, Downgraded to
     Baa1, Baa2 from A3, Baa1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Baa1
     from A3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
     from A3

Outlook Actions:

Issuer: M&I Bank FSB

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: M&I Capital Trust C

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: M&I Capital Trust D

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: M&I Captial Trust E

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: M&I LLC

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: M&I Marshall & Ilsley Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: M&I Marshall & Ilsley Investment II Corp.

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Marshall & Ilsley Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Marshall & Ilsley Corporation

  -- Senior Unsecured Commercial Paper, Confirmed at P-2

Marshall & Ilsley Corporation, headquartered in Milwaukee,
Wisconsin, reported assets of $59 billion at September 30, 2009.


MAGNITUDE INFORMATION: Posts $417,390 Net Loss for Sept. 30 Qtr
---------------------------------------------------------------
Magnitude Information Systems, Inc., reported a net loss of
$417,390 for the three months ended September 30, 2009, from a net
loss of $852,704 for the year ago period.  The Company reported a
net loss of $2,022,579 for the nine months ended September 30,
2009, from a net loss of $1,887,413 for the year ago period.

Total revenues for the three months ended September 30, 2009, were
$14,928 from $18,841 for the year ago period.  Total revenues for
the nine months ended September 30, 2009, were $53,772 from
$37,055 for the year ago period.

As of September 30, 2009, the Company had total assets of $179,310
against total liabilities of $2,864,841, resulting in
stockholders' deficit of $2,685,531.

The Company said its ability to continue its operations is
dependent on increasing sales and obtaining additional capital and
financing.  In their report for the fiscal year ended December 31,
2008, the Company's auditors had expressed an opinion that, as a
result of the losses incurred, there was substantial doubt
regarding the Company's ability to continue as a going concern.
Management's plans are to continue seeking equity and debt capital
until cash flow from operations cover funding needs.

Magnitude Information Systems, Inc., owns and operates
"Kiwibox.com", a social networking Web site for teens.


MAJESTIC STAR: Investors, Trustees Appointed to 5-Member Panel
--------------------------------------------------------------
Majestic Star Casino LLC has an official creditors' committee with
five members.  Roberta A. DeAngelis, Acting United States Trustee,
Region 3, appointed these entities to the Committee of Unsecured
Creditors:

   1. Law Debenture Trust Company of New York,
      Attn: Anthony Bocchino,
      400 Madison Ave., 47th Floor,
      New York, NY 10017,
      Phone: 212-750-6474,
      Fax: 212-750-1361

   2. Newport Global Advisors,
      Attn: Ryan Langdon,
      21 Waterway Ave., #150,
      The Woodlands, TX 77380,
      Phone: 713-559-7400

   3. Brigade Leveraged Capital Structures Master Fund Ltd.,
      Attn: Carney Hawks,
      399 Park Ave., 16th Floor,
      New York, NY 10022,
      Phone: 212-745-9745,
      Fax: 212-745-9701

   4. Ore Hill Partners LLC,
      Attn: Claude A. Baum,
      650 Fifth Ave., 9th Floor,
      New York, NY 10019,
      Phone: 212-389-2333,
      Fax: 212-381-1932

   5. Wilmington Trust Company,
      Attn: Patrick J. Healy,
      Rodney Square North, 1100 North Market Street,
      Wilmington, DE 19801,
      Phone: 302-636-6391,
      Fax: 302-636-4149

                        About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection on
November 23, 2009 (Bankr. D. Delaware Case No. 09-14136).

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company listed
up to $500 million in assets and up to $1 billion in debts.


MEG ENERGY: Moody's Downgrades Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service lowered MEG Energy Corp.'s Corporate
Family Rating to B2 from B1 and its senior first secured term
loan rating to B2 from B1.  The B2 rating applies to the proposed
$300 million increase in the first lien secured term loan.
Moody's also assigned a B2 rating to MEG's proposed first secured
$150 million revolver, which ranks pari passu with the term loan.
The rating outlook is stable.

The lowering of the CFR to B2 reflects the substantial increase in
debt to partially fund the Phase IIB expansion, at a time when
production and cash flow is still very low, having averaged
approximately 4,500 barrels per day (bpd) in October and November
of 2009 as the company ramps up Phase 1 and 2 production.
Production from these phases is not expected to reach design
capacity of 25,000 bpd until late 2010 or early 2011.  The rating
favorably considers MEG's 50% ownership of the Access pipeline,
which provides dedicated access to the flow of diluents from
Edmonton to its SAGD operation and of dilbit back to Edmonton.

The B2 CFR reflects MEG's strong ownership group, access to and
ongoing use of equity capital to fund significant portions of its
development and expansion, its strong reserves position in key
productive areas of the oil sands, and Moody's expectation that
the company will ultimately ramp-up Phases 1 and 2 production to
their design capacity of approximately 25,000 bpd, with a
favorable steam oil ratio.  However, the rating also considers a
very high debt level at a time of very low production and cash
flow, and the execution risk of ramping up Phase 1 and 2 to
targeted levels through early 2011, before which steam-oil ratios
and other cost and economic relationships will not be observable.

The stable outlook considers MEG's 100% ownership of a large base
of long-lived bitumen reserves and Moody's expectation that the
company will be largely successful in ramping up production at
Phases I and II and achieving favorable unit costs.

With the completion of the proposed increase in term loan and
approximately C$450 to C$550 million of new common equity expected
to close in December 2009, MEG will have approximately
C$750 million of cash on hand, includes debt service reserve
account for the term loan.  These resources, in combination with
cash generated from production at Christina Lake, should give the
company sufficient funds to complete the ramp up of Phase 1 and 2
and begin the development of Phase 2B.  MEG will also have a
$150 million undrawn revolver, approximately $30 million of which
will be used for letters of credit.

Downgrades:

Issuer: MEG Energy Corp.

  -- Corporate Family Rating, Downgraded to B2 from B1
  -- Senior Secured Bank Credit Facility, Downgraded to B2 from B1

Assignments:

Issuer: MEG Energy Corp.

  -- Senior Secured Bank Credit Facility, Assigned LGD3, 49% B2
  -- Senior Secured Bank Credit Facility, Assigned LGD3, 49% B2

Outlook Actions:

Issuer: MEG Energy Corp.

  -- Outlook, Changed To Stable From Negative

MEG's ratings have been assigned by evaluating factors that
Moody's believes are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside MEG's core industry.

The last rating action was on February 18, 2009, when MEG's
existing ratings were lowered to B1 and the outlook changed to
negative.

MEG Energy Corp. is privately held and headquartered in Calgary,
Alberta.  It is developing a steam-assisted-gravity-drainage oil
sands project that holds approximately 350 million barrels of net
proven bitumen reserves (433 million gross).


MEG ENERGY: S&P Assigns 'BB+' Rating on US$300 Mil. Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue-level ratings to Calgary, Altberta-based MEG Energy Corp.'s
(BB-/Stable/--) proposed US$300 million secured term loan due
April 2016 and US$150 million secured revolving credit facility
due December 2013.  S&P assigned '1' recovery ratings to the term
loan and facility, indicating S&P's expectations of very high
(90%-100%) recovery in the event of a default.

Proceeds from the proposed transactions will finance capital
expenditures, including Phase 2B of MEG's Christina Lake project;
fund the debt service account; support increased working-capital
needs related to the start-up of Phases 1 and 2 of MEG's Christina
Lake Project; and fund general corporate purposes.   MEG also
closed a C$150 million equity financing Dec. 4 and expects to
close an additional C$300 million-C$400 million by the end of
December 2009.

"Although MEG's debt levels will increase as a result of the
proposed transaction, S&P believes that the subsequent improved
liquidity and removal of near-term financing requirements for
Phase 2B provide some credit strength, offsetting the incremental
debt servicing obligations," said Standard & Poor's credit analyst
Jamie Koutsoukis.  "Furthermore, although S&P expects spending
will exceed operating cash flows in the medium term as MEG
proceeds with Phase 2B, S&P believes the cash flow from Phases 1
and 2 will support the increased capital commitments within the
current rating," Ms. Koutsoukis added.

In S&P's opinion, the ratings on MEG reflect the company's
execution risk of bringing its projects online, its expectation of
negative free cash flow in the medium term as MEG spends on
additional production, and the company's exposure to heavy oil
differentials once production begins.  The above-average reserve
life index of MEG's oil sands leases and the expected stable
production profile with negligible finding costs associated with
oil sands extraction somewhat mitigate these constraints, in S&P's
view.

                           Ratings List

                         MEG Energy Corp.

   Corporate credit rating                       BB-/Stable/--

                         Ratings Assigned

     US$300 mil. sec. term ln. due Apr. 2016              BB+
      Recovery rating                                     1

     US$150 mil. sec. rvl. crdt. fac. due Dec. 2013       BB+
      Recovery rating                                     1


METALINK LTD: Receives Delisting Notice From NASDAQ
---------------------------------------------------
Metalink Ltd. disclosed that on November 30, 2009, it received a
NASDAQ Staff determination letter, notifying the Company that it
has not complied with NASDAQ Marketplace Rule 5550(a)(2).

In accordance with the Company's plan to regain compliance, the
Company has requested its shareholders to authorize the Company's
Board of Directors to effect a reverse share split of all of the
Company's Ordinary Shares at a ratio not to exceed one-for-ten, in
its annual shareholders' meeting scheduled to take place on
December 29, 2009.

The Company had initially been notified by NASDAQ on August 13,
2008, that the bid price of its common stock had closed at less
than $1.00 per share over the previous 30 consecutive business
days.  NASDAQ suspended the enforcement of the bid price
requirement from October 16, 2008 through July 31, 2009 and upon
reinstatement of the rules the Company had until November 27,
2009, to regain compliance.

On September 29, 2009 the Company received notice from the NASDAQ
Staff that it no longer complied with the minimum $2,500,000 in
stockholders' equity requirement.  The Company timely submitted a
plan to regain compliance with the equity requirement, however as
the Company has not regained compliance with the minimum $1 bid
price requirement the NASDAQ Staff has determined to delist its
securities from the Capital Market.

Accordingly, unless the Company requests an appeal of this
determination, trading of its common stock will be suspended at
the opening of business on December 9, 2009 and its common stock
will be removed from listing and registration on The NASDAQ Stock
Market.

The Company intends to file the required appeal of the Staff's
determination to a NASDAQ Hearings Panel, pursuant to the
procedures set forth in the NASDAQ Marketplace Rule 5800 Series.
A hearing request will stay the delisting of the Company's
securities pending the Panel's decision.  However, there can be no
assurances that the Hearings Panel will grant such request.

                          About Metalink

Metalink Ltd. -- http://www.MTLK.com/-- is a fabless
semiconductor Company engaged in the research, development and
sale of high-throughput wireless local area network (WLAN)
chipsets, and in the sale of high performance broadband access
chip sets or digital subscriber line (DSL) used by
telecommunications and networking equipment manufacturers.


NALCO CO: S&P Assigns 'BB+' Rating on $300 Mil. Senior Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue rating
and '1' recovery rating to Nalco Co.'s $300 million senior secured
term loan C due 2016.  The '1' recovery rating indicates S&P's
expectation for very high recovery (90% to 100%) in the event of a
payment default.  Net proceeds from the new term loan C will be
used to repay the outstanding $200 million notes due in November
2011.

S&P also affirmed all other ratings, including the 'BB-' corporate
credit rating on the water treatment company.  The outlook is
stable.

The rating on Naperville, Illinois-based Nalco Co., a subsidiary
of Nalco Holding Co., reflects high debt leverage and challenging
industry conditions due to the global economic downturn.
Partially offsetting these weaknesses are Nalco's strong
competitive position in water treatment and process chemicals and
respectable operating margins.  In addition, it has demonstrated
its ability to generate meaningful discretionary cash flows, which
it has used in a balanced fashion to support growth and
shareholder distributions.

Standard & Poor's Ratings Services' rating incorporates Nalco's
position as a global leader in providing raw water and wastewater
treatment, process improvement services, and chemicals and
equipment programs for offerings that are technology- and service-
intensive.  The company also benefits from good customer
diversity, with the largest customer representing 3% of sales.
Nalco's well-established, defensible business position underpins a
solid track record of operating profitability.  Even when key end
markets experience cyclical downturns, results exhibit a
meaningful degree of stability, indicating the resilience of the
specialty chemicals and service business.  Nalco's energy services
business is solid.  However, the weak economic environment, plant
closings (particularly in the manufacturing and mining sectors),
and difficult operating conditions in the paper services segment,
especially in Europe, temper overall revenue and earnings
prospects.

Ongoing cost-saving projects and decent growth prospects in
emerging markets and the energy services business should support
Nalco's proven cash-generating capability.  S&P expects the
company will likely prioritize debt reduction and limit share
repurchases and acquisitions to support appropriate credit
measures, with the key FFO to total adjusted debt staying in the
range of 10% to 15%.  The company's significant debt load limits
upside rating potential.  While S&P considers it unlikely at this
time, S&P could lower the ratings if the ratio of FFO to total
debt deteriorates below 10% without clear prospects for recovery.
Such as scenario could result if operating margins deteriorate to
the midteens percent area and growth remains depressed because
economic growth fails to improve from subdued 2009 levels.


NEILS JENSEN FARMS INC: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Neils Jensen Farms, Inc.
        POB 299
        Jefferson, OR 97352

Bankruptcy Case No.: 09-66666

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Albert E. Radcliffe

Debtor's Counsel: Loren S. Scott, Esq.
                  88 East Broadway
                  Eugene, OR 97401
                  Tel: (541) 868-8005
                  Email: ecf@mb-lawoffice.com

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

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

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

             http://bankrupt.com/misc/orb09-66666.pdf

The petition was signed by Neils P. Jensen, president of the
Company.


NEUMANN HOMES: Case Should be Converted to Chapter 7, Says Indymac
------------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Neumann Homes Inc.
is facing a motion filed by IndyMac Ventures LLC for conversion of
the bankruptcy case to a liquidation case in Chapter 7.  IndyMac
believes the plan is mostly designed to hasten payment of fees to
professionals who worked in the Chapter 11 case.  IndyMac says
that unsecured creditors will receive proceeds from few of the
remaining assets and lawsuits.  It submits that unsecured
creditors would have a larger recovery through conversion of the
case to a liquidation in Chapter 7.  IndyMac asserts secured and
unsecured claims against the Debtor.

The Chapter 11 Plan

The U.S. Bankruptcy Court for the Northern District of Illinois
further moved the hearing to consider approval of the disclosure
statement explaining the Joint Plan of Liquidation of Neumann
Homes Inc. and its affiliated debtors to December 9, 2009.

The latest Disclosure Statement hearing set is the fourth
adjournment, the latest being set for November 18, 2009.

At the hearing, the Court has to ascertain if the Disclosure
Statement in its present form provides adequate information for
creditors entitled to vote on the Plan to make an informed
decision on the Plan.

The Debtors' Joint Plan of Liquidation was presented to the Court
last on August 26, 2009.  It provides for the liquidation of the
Debtors' assets and the distribution of the net proceeds of the
Debtors' assets and the distribution of the net proceeds to
creditors in order of the relative priority for distribution.  It
is predicated upon the entry of an order that would substantively
consolidate the Debtors' estates and their bankruptcy cases for
purposes of all actions associated with confirmation and
consummation of the Plan.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NEW CENTURY COS: Seeks Shareholders' OK to Increase Shares Issued
-----------------------------------------------------------------
New Century Companies, Inc., is soliciting shareholders' consent
to amendment to its Certificate of Incorporation to increase its
authorized shares of common stock from 50,000,000 to 250,000,000.

The Company's Board of Directors has established November 18,
2009, as the record date for purposes of the consent solicitation.
Only stockholders of record at the close of business on that date
will be entitled to act on the proposals and to receive a Consent
Solicitation Statement.

Under the Company's Certificate of Incorporation as currently in
effect, there are 50,000,000 shares of common stock and 15,000
shares of preferred stock authorized for issuance.  As of November
18, 2009, 21,045,500 shares of common stock were issued and
outstanding and 38,250 shares of preferred stock were issued and
outstanding.  As of that date, there were 142,909,573 shares of
common stock reserved for issuance as follows:

     (a) 12,747,539 shares upon the exercise of outstanding
         warrants,

     (b) 7,500,000 shares subject to outstanding options under the
         Company's Incentive Stock Option Plan and Non-Qualified
         Stock Option Plan,

     (c) 1,000,000 shares available for issuance under the Plans,

     (d) 1,030,009 shares reserved for issuance upon conversion of
         the outstanding shares of preferred stock, and

     (e) 120,632.025 shares upon conversion of the Company's
         outstanding convertible notes.

The Company said after taking into account the shares of common
stock outstanding and reserved for issuance, it does not have any
authorized shares of common stock available for issuance.

                           Going Concern

At September 30, 2009, the Company had total assets of $1,129,198,
including total current assets of $905,782, against total
liabilities of $30,068,744, all current.

At September 30, 2009, the Company has an accumulated deficit of
$37,064,000, had recurring losses, a working capital deficit of
approximately $29,163,000, and was also in default on its
convertible notes.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company's convertible debt financing, Amended 12% CAMOFI
Master LDC Convertible Note and 15% CAMHZN Master LDC Convertible
Note, are in default.  The last monthly contractual payment on the
CAMOFI note was made in October 2008 and no payments have made on
the CAMHZN Note which were scheduled to begin on September 1,
2008.  As a result, the Company is in default on these two loans,
with an aggregated balance of principal and accrued interest of
$4,010,156 at September 30, 2009.

The Company intends to fund operations through anticipated
increased sales along with renegotiated or new debt and equity
financing arrangements which management believes may be
insufficient to fund its capital expenditures, working capital and
other cash requirements for the year ending December 31, 2009.
Therefore, the Company will be required to seek additional funds
to finance its long-term operations.  The successful outcome of
future activities cannot be determined at this time and there is
no assurance that if achieved, the Company will have sufficient
funds to execute its intended business plan or generate positive
operating results.

In response to these problems, management has taken these actions:

     -- continued its aggressive program for selling machines;

     -- continued to implement plans to further reduce operating
        costs; and

     -- is seeking investment capital through the public and
        private markets.

                    About New Century Companies

New Century Companies, Inc. and its wholly owned subsidiary, New
Century Remanufacturing, Inc., provide after-market services,
including rebuilding, retrofitting and remanufacturing of metal
cutting machinery.  Once completed, a remanufactured machine is
"like new" with state-of-the-art computers and the cost to the
Company's customers is substantially less than the price of a new
machine.

The Company currently sells its services by direct sales and
through a network of machinery dealers across the United States.
Its customers are generally medium to large sized manufacturing
companies in various industries where metal cutting is an integral
part of their businesses.  The Company grants credit to its
customers who are predominately located in the western United
States.

The Company trades on the OTC Bulletin Board under the symbol
"NCNC ".


NEW CENTURY FIN'L: SEC Charges Former Officers With Fraud
---------------------------------------------------------
The Securities and Exchange Commission on Monday charged three
former top officers of New Century Financial Corporation with
securities fraud for misleading investors as New Century's
subprime mortgage business was collapsing in 2006.  At the time of
the fraud, New Century was one of the largest subprime lenders in
the nation.

"New Century shareholders took a double-hit: the company's
mortgage assets and business performance became increasingly
impaired, and management manipulated its numbers and concealed its
deteriorating performance," said Robert Khuzami, the SEC's
Director of Enforcement.

The SEC is devoting significant resources to identifying and
holding accountable those who committed fraud in the subprime
industry.  Previous mortgage-related SEC enforcement actions
include securities fraud charges against Countrywide Financial CEO
Angelo Mozilo, and senior executives, including the CEO, of
American Home Mortgage Investment Corp.

In the case of New Century, the SEC's complaint names as
defendants:

    * Former CEO and co-founder Brad A. Morrice of Laguna Beach,
      Calif.
    * Former CFO Patti M. Dodge of Irvine, Calif.
    * Former Controller David N. Kenneally of Rossmoor, Calif.

In its complaint, the SEC alleges that New Century disclosures
generally sought to assure investors that its business was not at
risk and was performing better than its peers. Defendants,
however, failed to disclose important negative information,
including dramatic increases in early loan defaults, loan
repurchases, and pending loan repurchase requests.  The Defendants
knew this negative information from numerous internal reports they
regularly received, including weekly reports that Mr. Morrice
ominously entitled "Storm Watch."

The complaint also alleges that Ms. Dodge and Mr. Kenneally
fraudulently accounted for expenses related to bad loans that it
had to repurchase.  In the face of dramatically increasing loan
repurchases and a huge, undisclosed backlog of repurchase demands,
Mr. Kenneally, with Dodge's knowledge, made changes to New
Century's accounting for loan repurchases in both the second and
third quarters of 2006.  These undisclosed accounting changes
violated generally accepted accounting principles and resulted in
New Century's improperly avoiding substantial repurchase expenses
and materially overstating its financial results.

The complaint further alleges that the defendants' fraud caused
investors substantial losses.  From early 2006 to early 2007, New
Century's stock price ranged from $30.00 to $50.00; and in the
second half of 2006, the company raised $142.5 million by selling
stock to new investors.  After New Century announced in February
2007 that it would have restate its 2006 financial statements, New
Century's stock price fell 36% to around $19.00.  New Century's
stock price continued to fall, and traded at less than $1 when the
company filed for bankruptcy in April 2007.

The complaint, filed in federal court in the Central District of
California, seeks a final judgment permanently enjoining
defendants from future violations of the federal securities laws,
disgorgement with prejudgment interest, officer and director bars,
and civil penalties.  The SEC also seeks from Mr. Morrice and Ms.
Dodge reimbursement of bonuses and incentive or equity-based
compensation pursuant to Section 304 of the Sarbanes-Oxley Act of
2002.

The United States Attorney's Office for the Central District of
California has also been conducting a criminal probe of New
Century, but an announcement of charges is "not imminent," a
person briefed on the investigation told The New York Times'
DealBook.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
state investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offered
a broad range of mortgage products designed to meet the needs of
all borrowers.

New Century Financial and its affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-
10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan on July 15, 2008.  The Troubled Company Reporter on June 19,
2009, said Judge Sue Robinson of the U.S. District Court for the
District of Delaware reversed the bankruptcy court's confirmation
order.  Judge Robinson, according to Dow Jones, found that New
Century's Chapter 11 plan improperly treated New Century as three
companies with three set of creditors instead of as many separate
companies, each with its own set of creditors.  The plan failed to
deliver even-handed treatment to similarly situated creditors of
the defunct lender, Dow Jones said, citing Judge Robinson.

Dow Jones said a group of ex-New Century managers and employees
had filed an appeal, complaining that New Century was paying its
creditors with retirement money they had taken away from a special
fund.  Dow Jones said lawyers for the ex-employees tried to block
confirmation at hearings in 2008, arguing that New Century
couldn't use more than $40 million deducted from employee
paychecks to pay its bills.

The TCR, citing Bill Rochelle at Bloomberg News, said New Century
can take an appeal to the U.S. Court of Appeals for the Third
Circuit in Philadelphia before reworking the Chapter 11 plan that
District Judge Robinson set aside.  Judge Robinson granted a stay
pending the Company's appeal to the Third Circuit.


NEXPAK CORP: Plan Confirmation Hearing Postponed to January
-----------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the hearing to
consider confirmation of NexPak Corp.'s plan was pushed back to
January 6.

Mr. Rochelle relates that the Plan calls for the lenders' liens to
remain on unsold assets, which chiefly include a non-bankrupt
affiliate in the Netherlands that's operating with a positive cash
flow.  As the consequence of a settlement with the secured
lenders, $100,000 was carved out from the lenders' collateral to
pay expenses of the Chapter 11 case, with anything left over for
distribution to the holders of $7.5 million in unsecured claims.
The banks also agreed to waive their deficiency claims.

NexPak has recently obtained a March 6 extension of its exclusive
period to propose a Chapter 11 plan.

                        About Nexpak Corp.

Headquartered in Duluth, Georgia, Nexpak Corporation --
http://www.nexpak.com/-- manufactures and supplies packaging for
DVD, CD, video, audio, and professional media formats.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on April 10, 2009 (Bankr. D. Del. Lead Case No. 09-11244).
William A. Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC
represents the Debtors in their restructuring efforts.  The
Debtors assets range from $10 million to $50 million and its debts
from $100 million to $500 million.

This is the second filing by NexPak.  NexPak carried out a
so-called prepackaged bankruptcy reorganization in December 2004
where Highland Capital Management LP and affiliates ended up as
controlling shareholders by exchanging debt for equity.  The
business consistently missed financial projections since emerging
from the reorganization.


NOBLE INTERNATIONAL: Plan of Liquidation Effective
--------------------------------------------------
On November 30, the Bankruptcy Court issued a findings of fact,
conclusion of law, and order confirming Noble International's
Chapter 11 plan of liquidation.

On December 2, the Noble Liquidating Trust served a notice that
the plan has been effective.

Noble International, Ltd., and its debtor-affiliates filed with
the U.S. Bankruptcy Court for the Eastern District of Michigan
fine-tuned their amended joint plan of liquidation and a
disclosure statement explaining the plan.

Noble International's plan contemplates the sale of substantially
all of the Debtors' assets before the plan's effective date, free
and clear of all liens, claims, encumbrances and interests.

According to the disclosure statement, the plan, on the effective
date, any proceeds generated by the sale of the assets, after
satisfaction of all claims entitled to payment, will be
transferred to the liquidating trust.

A full-text copy of the Debtors' amended Disclosure Statement is
available for free at http://researcharchives.com/t/s?4a2d

A full-text copy of the Debtors' amended Plan of Liquidation is
available for free at http://researcharchives.com/t/s?4a2e

                      About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D. Mich. Case No. 09-
51720).  The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel.  Conway Mackenzie, Inc., has been tapped as
the Debtors' financial advisors.  The official committee of
unsecured creditors is represented by Jaffe Raitt Heuer & Weiss,
P.C.  The Debtors disclosed total assets of $190,763,000 and total
debts of $38,691,000, as of January 10, 2009.


NORANDA ALUMINUM: Reports $4,328,000 Net Income for Q3 2009
-----------------------------------------------------------
Noranda Aluminum Holding Corporation reported net income of
$4,328,000 for the three months ended September 30, 2009, from a
net loss of $22,429,000 for the year ago period.  The Company
posted net income of $36,481,000 for the nine months ended
September 30, 2009, from a net loss of $1,744,000 for the year ago
period.

Sales for the three months ended September 30, 2009, were
$218,559,000 from $357,410,000 for the year ago period.  Sales for
the nine months ended September 30, 2009, were $540,553,000 from
$1,004,906,000 for the year ago period.

At September 30, 2009, the Company had total assets of
$1,875,118,000 against total current liabilities of $151,721,000;
long-term debt of $1,020,985,000; pension and OPEB liabilities of
$140,581,000; other long-term liabilities of $62,135,000; deferred
tax liabilities of $341,667,000; and unallocated purchase price of
$127,259,000.

At September 30, 2009, the Company had accumulated deficit of
$139,799,000 and shareholders' equity of $30,770,000.

In a news statement early in November, the Company said through
September 30, 2009, operating cash flows provided $230.4 million
compared to $111.7 million provided during the comparable period
in 2008.

    * Operating cash flow for 2009 includes $119.7 million from
      hedge terminations and $36.7 million generated through
      reductions of working capital.

    * Cash flows from operating activities are also supported by
      favorable aluminum hedge positions.  Noranda received
      $75.0 million from regular monthly settlements of fixed-
      price aluminum sale swaps through September 2009, as
      compared to $18.9 million paid during the comparable 2008
      period.

At September 30, 2009, the Company had locked in the value of its
hedges on approximately 84.7% of its 2010 and 2011 forward
aluminum hedges.  In March 2009, the Company entered into a hedge
settlement agreement with Merrill Lynch.  The agreement provides a
mechanism for the Company to monetize up to $400.0 million of the
favorable net position of its long-term hedges to fund debt
repurchases.  During the first nine months of 2009, Noranda
received $119.7 million in proceeds from hedge terminations under
the hedge settlement agreement and used those proceeds to fund the
repurchase of $320.8 million aggregate principal amount of debt at
a cost of $123.0 million, plus fees.

The Company ended third quarter 2009 with total debt of
$1.0 billion and $256.5 million in cash.  The Company has no
financial maintenance covenants on any of its borrowings.  In May
2009, the Company made a permitted election under the indentures
governing its notes to pay all interest under the notes that are
due on November 15, 2009, entirely in kind. The Company recently
made an election to pay the interest due May 15, 2010 entirely in
kind.

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?4b3b

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4b3c

A full-text copy of the Company's earnings presentation is
available at no charge at http://ResearchArchives.com/t/s?4b3d

By mutual determination of the Company and James H. Cornell, Mr.
Cornell resigned as General Counsel of the Company on November 4,
2009.  Mr. Cornell's resignation was effective immediately.

                      About Noranda Aluminum

Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals, or upstream
business, produced approximately 261,000 metric tons of primary
aluminum in 2008.  The rolling mills, or downstream business, are
one of the largest foil producers in North America and a major
producer of light gauge sheet products.  Noranda Aluminum Holding
Corporation is a private company owned by affiliates of Apollo
Management, L.P.

As reported by the Troubled Company Reporter on August 17, 2009,
Standard & Poor's Ratings Services lowered its issue-level rating
on Noranda's (CCC+/Developing/--) and Noranda Aluminum Acquisition
Corp.'s senior unsecured debt issues to 'D' from 'CCC-'.  The
recovery rating on these note issues remains '6', indicating S&P's
expectation of negligible (0%-10%) recovery in the event of a
payment default.

The TCR said August 10, 2009, that Moody's Investors Service
confirmed Noranda Aluminum Holding Corporation's Caa1 Probability
of Default rating, Caa1 Corporate Family Rating, and Caa3 senior
unsecured notes rating.  At the same time, Moody's confirmed
Noranda Aluminum Acquisition Corporation's B2 senior secured
revolver and senior secured term loan ratings and its Caa2 senior
unsecured notes rating.  The speculative grade liquidity rating
remains SGL-3 and the rating outlook is stable.


NORCRAFT COS: S&P Downgrades Rating on $180 Mil. Notes to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level rating on Norcraft Cos. L.P.'s $180 million 10.5% senior
secured second-lien notes due 2015 to 'B-' (the same as the
corporate credit rating) from 'B'.  S&P revised the recovery
rating on this debt to '3', indicating its expectation for
meaningful (50%-70%) recovery in the event of a payment default,
from '2'.  The rating actions follow the company's announcement
that it had upsized the deal from a proposed $150 million to $180
million.  "As a result, S&P's assessment is that recovery
prospects for lenders under the new notes has diminished given the
increased principal," said Standard & Poor's credit analyst Thomas
Nadramia.

The company will use net proceeds from the new notes will to
redeem its 9% senior subordinated notes due 2011 and to repurchase
a portion of its 9.75% senior discount notes due 2012 issued by
the parent company, Norcraft Holdings L.P., and Norcraft Capital
Corp.

The 'B-' corporate credit rating reflects Standard & Poor's
expectation that the company's operating performance and liquidity
profile will likely strengthen over the next 12 months because of
an improvement in residential remodeling activity, resulting in a
modest increase in sales from current levels.  In addition, S&P's
forecast includes leverage being maintained at or below 6.5x
throughout 2010.  S&P would consider this level to be in line with
the 'B-' rating, given Norcraft's weak business risk profile, as a
result of modest increase in EBITDA when sales begin to recover
from cyclical lows.  In addition, S&P recognize the improvement in
Norcraft's liquidity profile with the issuance of its new second-
lien notes that will replace an existing $148 million 9% senior
subordinated notes due in November 2011.  Replacing these notes
will also eliminate the existing restricted payments provision
which currently would prevent Norcraft from upstreaming dividends
to Norcraft Holdings beginning in 2011.  In the absence of such
dividends, it is unlikely that Norcroft Holdings would be able to
make interest payments due on its $118 million 9.75% senior
discount notes due in September 2012.

The stable rating outlook reflects S&P's expectation that
end?market demand for Norcraft's products will stabilize, albeit
at a low level, due to an improvement in residential construction
and remodeling activity.  As a result, S&P think credit measures
will likely remain in line with the current rating, with adjusted
debt to EBITDA of about 6x for the next several quarters because
of slowly improving EBITDA levels.  Furthermore, S&P expects
liquidity, in terms of cash, availability under the ABL facility,
and cash flow from operations will likely remain sufficient to
service any working capital needs over the next several quarters.
A positive rating action could occur if Norcraft experiences a
greater-than-expected increase in profitability because of a more
robust recovery in residential construction.  For a higher rating,
S&P would look for Norcraft to maintain leverage at 5x or below on
a sustained basis.  A downgrade could occur during this period due
to a delayed recovery in residential end markets.  As a result,
the company's credit measures could fall below anticipated levels
and liquidity could narrow.  Specifically, S&P could lower the
rating if debt to EBITDA increases materially over 8x for an
extended time or interest coverage falls below 1x due to the
combination of a margin contraction and lower volumes.

                           Ratings List

                      Norcraft Holdings L.P.
                        Norcraft Cos. L.P.

       Corporate Credit Rating                 B-/Stable/--

             Ratings Lowered; Recovery Ratings Revised

                        Norcraft Cos. L.P.
                      Norcraft Finance Corp.

                                           To               From
                                           --               ----
   $180 Mil. Sr. Sec. Notes Due 2015       B-               B
     Recovery Rating                       3                2


NORTEL NETWORKS: Cleary Gottlieb Bills $5.8MM for October Work
--------------------------------------------------------------
Ten professionals retained in Nortel Networks Inc.'s Chapter 11
cases filed applications, seeking interim allowance of fees for
services provided in the Debtors' cases and reimbursement of
expenses incurred for September and October 2009:

Professional            Fee Period        Fees      Expenses
------------            ----------     ----------   --------
Cleary Gottlieb Steen   10/01/09 to    $5,809,684   $113,043
& Hamilton LLP          10/31/09

Crowell & Moring LLP    08/01/09 to       $33,079        $73
                         08/31/09

Crowell & Moring LLP    09/01/09 to       $13,273        $48
                         09/30/09

Crowell & Moring LLP    10/01/09 to        $8,361         $0
                         10/31/09

Ernst & Young LLP       10/01/09 to       $13,607         $0
                         10/31/09

Huron Consulting Group  10/01/09 to      $267,689    $27,939
                         10/31/09

Jackson Lewis LLP       09/01/09 to       $23,078     $1,014
                         09/30/09

Jackson Lewis LLP       10/01/09 to        $6,154     $2,862
                         10/31/09

Lazard Freres & Co.     09/01/09 to      $250,000    $48,753
LLC                     09/30/09

Lazard Freres & Co.     10/01/09 to      $250,000    $29,864
LLC                     10/31/09

Morris Nichols Arsht    10/01/09 to       $81,157    $25,412
& Tunnell LLP           10/31/09

Palisades Capital       10/01/09 to      $130,000     $1,989
Advisors LLC            10/31/09

Punter Southall LLC     09/01/09 to      $140,000         $0
                         10/31/09

Special Counsel Inc.    09/15/09 to      $148,190         $0
                         09/30/09

Special Counsel Inc.    10/01/09 to      $353,758         $0
                         10/31/09

The total fees and expenses sought by each of these professionals
employed by the Debtors for the three-month period August 1 to
October 31, 2009, are:

Professional                             Fees     Expenses
------------                          ----------  ---------
Cleary Gottlieb                      $15,431,736   $469,549
Crowell & Moring                         $54,713       $122
Ernst & Young                            $39,908         $0
Huron Consulting                        $696,673    $79,343
Jackson Lewis                            $59,332     $5,065
Lazard Freres                           $750,000   $106,324
Mercer (US) Inc.                        $155,241    $22,445
Morris Nichols Arsht                    $260,653    $70,561
Palisades Capital                       $390,000     $3,325
Punter Southall                         $210,000         $0
Shearman & Sterling LLP                  $20,975     $2,021

Six other professionals retained by the Official Committee of
Unsecured Creditors also filed monthly fee applications for
September and October 2009.  They are:

Professional            Fee Period        Fees      Expenses
------------            ----------     ----------   --------
Akin Gump Strauss       10/01/09 to    $1,036,266    $35,745
Hauer & Feld LLP        10/31/09

Ashurst LLP             10/01/09 to     GBP68,035     GBP751
                         10/31/09

Capstone Advisory       09/01/09 to      $568,237    $24,739
Group LLC               09/30/09

Capstone Advisory       10/01/09 to      $528,946    $41,360
Group LLC               10/31/09

Fraser Milner Casgrain  09/01/09 to     C$557,779   C$10,808
LLP                     09/30/09

Fraser Milner Casgrain  10/01/09 to     C$427,030   C$10,457
LLP                     10/31/09

Jefferies & Company Inc 10/01/09 to      $160,000     $4,391
                         10/31/09

Richards Layton &       10/01/09 to        $6,047     $1,899
Finger P.A.             10/31/09

The total fees and expenses sought by each of these professionals
employed by the Creditors Committee for the three-month period
August 1 to October 31, 2009, are:

  Professional                             Fees     Expenses
  ------------                          ----------  ---------
  Akin Gump Strauss                     $2,794,248   $105,109
  Ashurst                               GBP224,633   GBP1,546
  Capstone Advisory                     $1,975,651    $93,209
  Fraser Milner                        C$1,252,173   C$29,664
  Jefferies & Company                     $600,000    $25,719
  Richards Layton                          $23,843     $4,130

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order from
the English High Court of Justice under the Insolvency Act 1986.
The applications were made by the EMEA Subsidiaries under the
provisions of the European Union's Council Regulation (EC) No.
1346/2000 on Insolvency Proceedings and on the basis that each
EMEA Subsidiary's centre of main interests is in England.  Under
the terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of September
30, 2008, NNI had assets of about $9 billion and liabilities of
$3.2 billion, which do not include NNI's guarantee of some or all
of the Nortel Companies' about $4.2 billion of unsecured public
debt.

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


NORTEL NETWORKS: Dec. 15 Bar Date Set for Select Creditors
----------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors set
December 15, 2009, as the deadline for more than 1,000 creditors
to file their prepetition claims.  A list of the creditors is
available for free at:

http://bankrupt.com/misc/Nortel_Dec15BarDateClaimants.pdf

Proofs of claim delivered by mail must be filed so as to be
actually received at this address on or before the deadline:

  Nortel Networks Inc. Claims Processing Center
  c/o Epiq Bankruptcy Solutions, LLC
  FDR Station, P.O. Box 5075
  New York, NY 10150-5075

If delivered personally or by overnight courier, creditors must
deliver their proofs of claim at this address:

  Nortel Networks Inc. Claims Processing Center
  c/o Epiq Bankruptcy Solutions, LLC
  757 Third Avenue, 3rd Floor
  New York, NY 10017

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order from
the English High Court of Justice under the Insolvency Act 1986.
The applications were made by the EMEA Subsidiaries under the
provisions of the European Union's Council Regulation (EC) No.
1346/2000 on Insolvency Proceedings and on the basis that each
EMEA Subsidiary's centre of main interests is in England.  Under
the terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of September
30, 2008, NNI had assets of about $9 billion and liabilities of
$3.2 billion, which do not include NNI's guarantee of some or all
of the Nortel Companies' about $4.2 billion of unsecured public
debt.

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


NORTEL NETWORKS: Gets Nod to Hire Global IP as Consultant
---------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained approval
of the U.S. Bankruptcy Court for the District of Delaware to
employ Global IP Law Group LLC as their consultant to evaluate the
marketability of their intellectual property portfolio.

The Intellectual Property Portfolio includes about 3,500 "patent
families" that are not predominant to any of Nortel's businesses
that have been or may be sold in connection with their various
creditor protection proceedings.  The licenses to the patents are
either held or owned by NNI, Nortel Networks Ltd., Nortel Networks
UK Ltd. and NN Ireland.

"The Debtors believe they require the services of a capable and
experienced intellectual property consulting firm because, among
other reasons, the valuation and monetization of the
[intellectual property portfolio] cannot be effectuated without
such services," says the Debtors' attorney, Ann Cordo, Esq., at
Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware.

As consultant, Global IP will be tasked to provide the Debtors
with a summary analysis of the Intellectual Property Portfolio,
including narrative description and overview of key markets.  The
firm will also be tasked to provide the Debtors with electronic
databases of claims in the portfolio; incidental identification of
possible claim improvements; an overview of the key segments of
the portfolio which include an indication of the relative patent
strength and other services.

In return for Global IP's services, NNL will pay the firm
$350,000 in three equal installments.  NNI will also pay a share
of the fees subject to agreement by the Nortel units.

NNL also agreed to reimburse Global IP of its costs and expenses,
which are estimated at $35,000.  All other expenses of the firm in
excess of $35,000 will be pre-approved by Nortel in writing before
being incurred.

Steven Steger, a managing partner at Global IP, assures the Court
that his firm does not hold or represent interest adverse to the
Debtors or their estates, and is a "disinterested person" under
Section 101(14) of the Bankruptcy Code.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order from
the English High Court of Justice under the Insolvency Act 1986.
The applications were made by the EMEA Subsidiaries under the
provisions of the European Union's Council Regulation (EC) No.
1346/2000 on Insolvency Proceedings and on the basis that each
EMEA Subsidiary's centre of main interests is in England.  Under
the terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of September
30, 2008, NNI had assets of about $9 billion and liabilities of
$3.2 billion, which do not include NNI's guarantee of some or all
of the Nortel Companies' about $4.2 billion of unsecured public
debt.

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


NORTEL NETWORKS: Has Nod to Tap SCI for Legal Staffing Services
---------------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates obtained Bankruptcy
Court approval to employ Special Counsel Inc. as provider of legal
staffing services effective September 15, 2009.

The Debtors tapped SCI to provide services related to compliance
with certain government filing requirements and inquiries to
ensure a timely closing of the sales of their Code Division
Multiple Access (CDMA) business and Long Term Evolution (LTE)
assets.

"NNI chose SCI to act as its provider of legal staffing services
because SCI's professionals have extensive experience and
excellent reputations in responding to government inquiries," says
Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware.

SCI is the legal staffing unit of MPS Group Inc., a global
provider of performance improvement solutions in various
areas.  The firm is the largest provider of legal staffing
services to corporate legal departments and law firms in the
United States, including 99 out of the 100 largest law firms.

Under an agreement with the Debtors, SCI will provide licensed
contract attorneys to conduct initial reviews of electronic
documents "for responsiveness, issue and privilege coding."  The
firm, however, will not be providing legal advice to the Debtors.

SCI is also tasked under the agreement to provide off-site
project space for its contract attorneys and any representative of
NNI or its legal counsel, Cleary Gottlieb Steen & Hamilton LLP, in
their TurnKey Legal Center.  It is required to follow strict
guidelines for review provided by Cleary Gottlieb.

In return for SCI's services, the Debtors will pay the firm's
contract attorneys, who will be working 40 hours per week, at a
rate of $49.50 per hour.  For all hours worked over 40 hours per
week, the contract attorneys will be paid at a rate of $71.80 per
hour.

The Debtors will also indemnify and reimburse SCI for any claim
resulting from the rendition of its services as provided for in
the agreement but not for any claim on account of the firm's other
services unless they are approved by the Court.

Julia Sweeney, executive director of the Washington D.C. branch of
SCI, assures the Court that her firm does not hold or represent
interest adverse to the Debtors or their estates, and that her
firm is a "disinterested person" under Section 101(14) of the
Bankruptcy Code.

                      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)


NOVADEL PHARMA: Voluntarily Delists Shares From NYSE Amex
---------------------------------------------------------
NovaDel Pharma Inc., on December 2, 2009, notified NYSE Amex LLC
of its intent to voluntarily delist its common stock from the
Exchange.  The Company anticipates that the delisting will be
effective 10 calendar days after the filing of the Form 25
"Notification of Removal from Listing."

The Company intends to file the Form 25 on or after
December 14, 2009.  The Board of Directors of the Company approved
the voluntary delisting of the Company's common stock on October
15, 2009.  Upon delisting from the Exchange, the Company intends
to have its common stock quoted on the Over-the-Counter Bulletin
Board.

On April 30, 2009, the Company received notice that it was not in
compliance with certain Exchange continued listing standards.
Specifically, the Company is not in compliance with Section
1003(a)(i) of the Exchange company guide with stockholders' equity
of less than $2,000,000 and losses from continuing operations and
net losses in two of its three most recent fiscal years, Section
1003(a)(ii) of the Exchange company guide with stockholders'
equity of less than $4,000,000 and losses from continuing
operations and net losses in three of its four most recent fiscal
years, Section 1003(a)(iii) of the Exchange company guide with
stockholders' equity of less than $6,000,000 and losses from
continuing operations and net losses in its five most recent
fiscal years and Section 1003(a)(iv)of the Exchange company guide
in that it has sustained losses which are so substantial in
relation to its overall operations or its existing financial
resources, or its financial condition has become so impaired that
it appears questionable, in the opinion of the Exchange, as to
whether the Company will be able to continue operations and/or
meet its obligations as they mature.  The Exchange provided the
Company a deadline of November 16, 2009 to regain compliance with
Sections 1003(a) (i), (ii), (iii) and (iv).  NovaDel has provided
the Exchange updates and forecasts on the Company's progress and
plan to regain compliance.

As of December 3, the Company has not been able to regain
compliance of the Sections previously noted.  Even though the
Company has made significant progress towards compliance, the
Company's ability to cure the stockholders' equity of $6,000,000
or more is not readily attainable.

There can be no assurance of the quotation of the Company's common
stock on the OTCBB because it is not automatic.  The Company is in
the process of completing the steps necessary for quotation on the
OTCBB.  In addition, a market maker will need to file a Form 211
application with the Financial Industry Regulatory Authority on
behalf of the Company to seek quotation of the Company's common
stock on the OTCBB.  If the Company's common stock is not
simultaneously listed on the OTCBB, it will be traded on the pink
sheets until such listing has become effective.

                    About Novadel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

As of September 30, 2009, the Company had $2.27 million in total
assets against $9.67 million in total liabilities, resulting in
stockholders' deficit of $7.40 million.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


NORWOOD PROMOTIONAL: Case Converted to Chapter 7 Liquidation
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the conversion of the Chapter 11
cases of Norwood Promotional Products Holdings, Inc., et. al. to a
Chapter 7.

The Debtors related that they have liquidated most of their
assets, terminated any remaining business operations, and that
there is no more likelihood of their rehabilitation.

As reported in the Troubled Company Reporter on Nov. 5, 2009, the
company, Indystar.com reports related, wanted to come up with a
trust to distribute $2.3 million to unsecured creditors.

Norwood Promotional Products -- http://www.norwood.com/-- was an
industry leading supplier of imprinted promotional products.  The
Company offered nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.

Norwood Promotional Products Holdings Inc. changed its formal name
to NPPI Holdings Inc. following the sale of its assets.  Norwood
sold its business, including its name, for $123 million to a unit
of pen and lighter maker Societe Bic SA.


NORWOOD PROMOTIONAL: Alfred Giuliano Appointed as Interim Trustee
-----------------------------------------------------------------
Roberta A. Deangelis, the Acting U.S. Trustee for Region 3,
appointed Alfred T. Giuliano as Interim Trustee/Trustee of the
estate of Norwood Promotional Products Holdings, Inc., and its
debtor-affiliates.

The U.S. Trustee said that the amount of Mr. Giuliano's bond has
been fixed.

Mr. Giuliano is required to notify William K. Harrington,
Assistant U.S. Trustee, at J. Caleb Boggs Federal Building, 844
King Street, Suite 2207, Wilmington, Delaware, in writing if he
rejects the case.

Norwood Promotional Products -- http://www.norwood.com/-- was an
industry leading supplier of imprinted promotional products.  The
Company offered nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.

Norwood Promotional Products Holdings Inc. changed its formal name
to NPPI Holdings Inc. following the sale of its assets.  Norwood
sold its business, including its name, for $123 million to a unit
of pen and lighter maker Societe Bic SA.


NTK HOLDINGS: Gets Court Nod to Hire Weil Gotshal as Attorneys
--------------------------------------------------------------
NTK Holdings Inc. and its units obtained the Court's authority to
employ Weil, Gotshal & Manges LLP, as their attorneys, nunc pro
tunc to the Petition Date, to perform extensive legal services
during their Chapter 11 cases.

Richard L. Bready, chief executive officer of NTK Holdings, Inc.,
tells the Court that the services of WG&M under a general retainer
are appropriate and necessary to enable the Debtors to faithfully
execute the Debtors' duties as debtors and debtors-in-possession
and to implement the contemplated restructuring and reorganization
of the Debtors.

As attorneys, WG&M will:

(a) take all necessary actions to protect and preserve the
     estates of the Debtors, 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;

(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 or appropriate actions in connection
     with a plan or plans of reorganization and related
     disclosure statement and all related documents, and
     further actions as may be required in connection with the
     administration of the Debtors' estates; and

(d) perform all other necessary legal services in connection
     with the prosecution of the Chapter 11 cases.

The Debtors will pay and reimburse WG&M for fees and out-of-
pocket expenses it incurred while performing the services in the
Debtors' Chapter 11 cases.

WG&M's current customary hourly rates are:

  Professional              Hourly Rate
  ------------              -----------
  Members and counsel       $650 - $950
  Associates                $355 - $595
  Paraprofessionals         $155 - $290

During the 12-month period before the Petition Date, WG&M
received from the Debtors $3,301,239 for professional services
performed and for expenses incurred as advance payments to cover
an estimate of charges for the period from April of 2009 through
the time of the commencement of the Chapter 11 Cases.  WG&M has
used the advance payments to credit the Debtors' account for
WG&M's estimated charges for professional services performed and
expenses incurred up to the time of the commencement of the Cases
and has reduced the balance of the credit available to the Debtors
by the amount of the charges.  As of October 21, 2009, WG&M has a
remaining credit balance in favor of the Debtors for future
professional services to be performed, and expenses to be
incurred, in the approximate amount of $468,104.

Gary T. Holtzer, Esq., a member of Weil, Gotshal & Manges LLP,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).  The Debtors have been informed that
WG&M will conduct an ongoing review of its files to ensure that no
disqualifying circumstances arise, and if any new relevant facts
or relationships are discovered, WG&M will promptly supplement its
disclosure to the Court.

Weil, Gotshal & Manges LLP has a principal office located at 767
Fifth Avenue, in New York.  The office can be reach at telephone
no. (212) 310-8000.

                      About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer a
broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately
$1.3 billion in total indebtednes by, among other things,
exchanging debt to bondholders for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Gets Nod to Hire E&Y as Tax Advisor
-------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure
and Local Rule 2014-1, NTK Holdings Inc. and its units obtained
the Court's permission to employ Ernst & Young LLP as Nortek,
Inc.'s auditor and tax advisor in connection with the Debtors'
chapter 11 cases, nunc pro tunc to the Petition Date, pursuant to
certain Engagement Letters.

The Engagement Letters consist of: (a) an Audit engagement
letter, dated October 19, 2009; (b) a Master Tax Services
Agreement, dated October 19, 2009; (c) a Routine On-Call Advisory
Services Statement of Work, dated October 19, 2009; and (d) a
Chapter 11 Tax Advisory Services Statement of Work, dated October
19, 2009.

During the Chapter 11 cases, E&Y will provide these audit and tax
compliance services to Nortek, Inc., in accordance with the terms
of the Engagement Letters:

  (a) Audit

      * Audit and report on the consolidated financial
        statements of the Company for the year ended
        December 31, 2009; and

      * Review the Company's unaudited interim financial
        information before the Company files its Form 10-Qs.

  (b) Routine On-Call Advisory Tax Services

      * Routine tax advice and assistance concerning issues as
        requested by the Company when the projects are not
        covered by a separate statement of work and do not
        involve any significant tax planning or projects.  The
        projects may include assistance with tax issues,
        assistance with transaction issues, or assisting the
        Company in connection with its dealings with tax
        authorities.

  (c) Chapter 11 Tax Advisory Services

      * Develop an understanding of the tax issues and options
        related to the Company's bankruptcy filing;

      * Assist the Company in developing an understanding of
        the tax implications of its bankruptcy restructuring
        alternatives and post-bankruptcy operations, including
        research and analysis of the Internal Revenue Code,
        Treasury regulations, case law and other relevant U.S.
        federal, state and non-U.S. tax authorities, as
        applicable;

      * As required, assist and advise in securing rulings
        from the Internal Revenue Service or applicable state
        and local, or non-U.S. tax authorities;

      * Understand the reorganization or restructuring
        alternatives the Company is evaluating with its
        existing bondholders and other creditors that may
        result in a change in the equity, capitalization or
        ownership of the shares of the Company or its assets;

      * Prepare calculations related to historic changes in
        the ownership of the Company's stock, including a
        determination if the shifts in stock ownership may
        have caused an ownership change that will restrict the
        use of tax attributes and the amount of any
        limitations;

      * Provide advice with respect to availability,
        limitations and preservation of tax attributes like
        net operating losses, tax credits, stock and asset
        basis as a result of the application of the federal
        and state cancellation of indebtedness provisions,
        including the preparation of calculations to determine
        the amount of tax attribute reduction related to debt
    cancellation;

      * Provide advice with respect to tax analysis and
        research related to tax efficient domestic
        restructurings, possible international or non-U.S.
        restructurings, including assistance regarding stock
        based computations, local country income and non-
        income tax consequences and formulating tax basis of
        assets and tax basis of subsidiary balance sheets for
        purposes of evaluating transactions;

      * Analyze historic tax returns, tax positions, and
        Company records for the application of relevant
        consolidated tax return rules;

      * Analyze the federal, state and local tax treatment
        governing the timing and deductibility of expenses
        incurred before and during the bankruptcy period;

      * Analyze the federal, state, local and foreign tax
        consequences of internal restructurings and the
        rationalization of inter-company accounts;

      * Analyze the federal, state, local and foreign tax
        consequences of material bad debt and worthless stock
        deductions, including tax return disclosure and
        presentation;

      * Analyze the federal, state, local and foreign tax
        consequences of material changes or additions to
        employee benefit plans;

      * Provide advice with respect to any material tax issues
        arising in the ordinary course of business while in
        bankruptcy, including to assistance with the IRS or
        state and local tax examinations, sales and use taxes,
        property taxes, state and local franchise taxes and
        employment taxes;

      * Provide advice concerning the tax aspects with respect
        to the validity and amount of material bankruptcy tax
        claims and assessments, including, but not limited to
        income taxes, franchise taxes, sales taxes, use taxes,
        employment taxes and property taxes;

      * Provide advice with respect to securing tax refunds,
        including but not limited to income taxes, franchise
        taxes, sales taxes, use taxes, employment taxes and
        property taxes; and

      * Document, as appropriate or necessary, of tax
        analysis, opinions, recommendations, conclusions and
        correspondence for any proposed restructuring
        alternative, bankruptcy tax issue, or other tax
        matter.

The Debtors will pay and reimburse E&Y for fees and out-of-pocket
expenses it incurred while rendering the services in the Debtors'
Chapter 11 cases.

E&Y LLP will charge Nortek for the Services rendered in the
Chapter 11 cases based on these hourly rates for services:

  (a) Audit Services

      National/Senior Partners         $700 - $750
      Principals/Partners/Directors    $475 - $525
      Senior Managers                  $375 - $475
      Managers                         $300 - $375
      Seniors                          $225 - $300
      Staff                            $150 - $225

  (b) Tax Services

      Principals/Partners              $700 - $800
      Executive Directors              $650 - $750
      Senior Managers                  $625 - $725
      Managers                         $600 - $650
      Seniors                          $350 - $425
      Staff                            $150 - $200

As of the Petition Date, the Debtors owed E&Y approximately
$30,000 for services provided prior to the Petition Date.  Upon
approval of E&Y's Application, E&Y will waive its right to receive
any fees incurred on the Debtors' behalf prior to the Petition
Date only.

During the 90 days immediately preceding the Petition Date, the
Company paid to E&Y a total of $1,370,215, $400,000 of which
constituted initial advancements of funds to retainer accounts
held by E&Y, and another $382,500 of which constituted payments
made to replenish the Retainers after E&Y drew from those
Retainers to compensate for prepetition services that were
provided to the Company after the Retainers were funded.

As of the Petition Date, the balance of the Retainers was
$180,000, which Retainers will be applied by E&Y in payment of
compensation and reimbursement of expenses incurred postpetition,
subject to the procedures established by the Court.

Joseph X. Bruno, a partner of Ernst & Young LLP, discloses that
certain entities that are parties-in-interest in the Chapter 11
cases, including Barclays Bank; PNC Bank, N.A.; Wachovia Bank
N.A.; and Wells Fargo Bank, N.A., are lenders participating in E&Y
LLP's Revolving Credit Program.  In addition, Travelers Insurance
Company, Fidelity & Deposit Company of Maryland, and Westchester
Fire Insurance Company, provide services to, are lenders to, or
otherwise has relationships with, E&Y LLP.

Mr. Bruno however assures the Court that his firm (a) is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, (b) does not hold or represent an interest
adverse to the Debtors' estates, and (c) has no connection to the
Debtors, their creditors, or their related parties.

Ernst & Young LLP has an office at 40 Westminster St., in
Providence, Rhode Island.  The office can be reach at telephone
no. (401) 457-3700.

Full-text copies of the Engagement Letters is available for free
at http://bankrupt.com/misc/NTK_E&YEngagementLetters.pdf

                      About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer a
broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately
$1.3 billion in total indebtednes by, among other things,
exchanging debt to bondholders for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Gets OK to Tap AlixPartners as Advisors
-----------------------------------------------------
The Bankruptcy Court has authorized NTK Holdings Inc. and its
units to employ AlixPartners, LLP, as of the Petition Date as
their restructuring advisors on the terms set forth in the
Engagement Letter.

The indemnification obligations of the Debtors set forth in the
Engagement Letter are approved, subject, during the pendency of
the Chapter 11 cases, to these provisions:

  (a) AlixPartners will not be entitled to indemnification,
      contribution, or reimbursement pursuant to the
      Engagement Letter for services other than those
      described in the Engagement Letter, unless the services
      and indemnification therefore are approved by the
      Bankruptcy Court;

  (b) The Debtors will have no obligation to indemnify
      AlixPartners, or provide contribution or reimbursement
      to AlixPartners, for any claim or expense that is
      either: (i) judicially determined to have arisen from
      AlixPartners' gross negligence or willful misconduct;
      (ii) for a contractual dispute in which the Debtors
      allege the breach of AlixPartners' contractual
      obligations unless the Court determines that
      indemnification, contribution or reimbursement would be
      permissible pursuant to In re United Artists Theatre
      Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior
      to a judicial determination as to the exclusions set
      forth in clauses (i) and (ii) above, but determined by
      the Court, after notice and a hearing to be a claim or
      expense for which AlixPartners should not receive
      indemnity, contribution or reimbursement under the terms
      of the Engagement Letter as modified by the Order; and

  (c) If, before the earlier of (i) the entry of an order
      confirming a Chapter 11 plan in the Cases, and (ii) the
      entry of an order closing the Chapter 11 cases,
      AlixPartners believes that it is entitled to the payment
      of any amounts by the Debtors on account of the Debtors'
      indemnification, contribution and reimbursement
      obligations under the Engagement Letter, including
      without limitation the advancement of defense costs,
      AlixPartners must file an application therefore in the
      Court, and the Debtors may not pay any amounts to
      AlixPartners before the entry of an order by the Court
      approving the payment.  This provision is intended only
      to specify the period of time under which the Court will
      have jurisdiction over any request for fees and expenses
      by AlixPartners for indemnification, contribution or
      reimbursement, and not a provision limiting the duration
      of the Debtors' obligation to indemnify AlixPartners.

All parties-in-interest will retain the right to object to any
demand by AlixPartners for indemnification, contribution or
reimbursement.

The Limit of Liability provision of the Engagement Letter and the
last paragraph of Section 7 of the Engagement Letter are stricken
in their entirety for services rendered during the term of the
bankruptcy proceeding.

Pursuant to the Engagement Letter, AlixPartners does not seek a
Success Fee in connection with the engagement.  Should the scope
of the engagement materially change, any modified engagement will
be subject to further order of the Court and no Success Fee will
be paid without further order of the Court.

As restructuring advisors, AlixPartners will render restructuring
advisory services, including:

  (a) coordinating and providing administrative support for
      the Debtors' prepackaged Chapter 11 bankruptcy
      proceeding;

  (b) assisting the Debtors with the preparation of reports
      required by the Court including but not limited to the
      13-week rolling cash forecast, as well as providing
      assistance in those areas as testimony before the Court
      on matters that are within AlixPartners' areas of
      expertise as necessary;

  (c) assisting the Debtors with other matters as may be
      requested that fall within AlixPartners' expertise and
      that are mutually agreeable;

  (d) assisting the Debtors in negotiations with stakeholders
      and their representatives as requested; and

  (e) assisting the Debtors in communication or negotiations
      with outside constituents including the banks and their
      advisors as requested.

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

AlixPartners says it may augment its professional staff, if it is
desirable, with independent contractors.  AlixPartners, however,
says it does not currently intend to use Independent Contractors
in the Chapter 11 proceeding.

The Debtors will pay and reimburse AlixPartners for fees and out-
of-pocket expenses it incurred while rendering the services in the
Debtors' Chapter 11 cases.

The customary hourly rates charged by AlixPartners professionals
anticipated to be assigned to the Cases are:

  Professionals                   Hourly Rate
  -------------                   -----------
  Managing Directors              $685 - 995
  Directors                       $510 - 685
  Vice Presidents                 $395 - 505
  Associates                      $260 - 365
  Administration / Analysts       $235 - 260
  Paraprofessionals               $180 - 200

AlixPartners typically works for compensation that includes base
fee and contingent incentive compensation earned upon achieving
meaningful results.  AlixPartners, however, is not seeking
contingent incentive compensation in the Cases.

The Debtors do not owe AlixPartners any amount for services
performed or expenses incurred prior to the Petition Date; thus,
AlixPartners is not a prepetition creditor of the Debtors.
However, according to the books and records of AlixPartners,
during the 90 days prior to commencement of the Chapter 11 cases,
AlixPartners received $581,774 for professional services performed
and expenses incurred.  In addition, AlixPartners estimated fees
for the period immediately prior to the Petition Date in the
amount of $50,000.  AlixPartners applied an advance retainer of
$100,000 received on July 27, 2009 to the estimated fees leaving a
balance of $50,000.

                      About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer a
broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately
$1.3 billion in total indebtednes by, among other things,
exchanging debt to bondholders for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Has Nod to Tap Richards Layton as Co-Counsel
----------------------------------------------------------
NTK Holdings Inc. and its units obtained the Court's authority to
employ Richards, Layton & Finger, P.A., as their bankruptcy co-
counsel nunc pro tunc to the Petition Date.

The Debtors request that the Court approve the employment of RL&F
under an evergreen retainer nunc pro tunc to the Petition Date to
perform the extensive legal services that have been and will be
necessary during their Chapter 11 cases.

Due to the extensive legal services that will be necessary during
the Chapter 11 Cases, the Debtors tell the Court that it is also
essential to employ RL&F as co-counsel.  Moreover, pursuant to
Rules 9010-1(c) and 9010-1(d) of the Local Rules of Bankruptcy
Practice and Procedure of the United States Bankruptcy Court for
the District of Delaware, the Debtors are required to retain
Delaware counsel.

Richard L. Bready, chief executive officer of NTK Holdings, Inc.,
relates that the services of RL&F under the evergreen retainer are
necessary to enable the Debtors to execute their duties as
debtors-in-possession.  Subject to further order of the Court,
RL&F will:

  (a) advise the Debtors of their rights, powers and duties
      as debtors and debtors-in-possession;

  (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 negotiation 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; and

  (d) perform all other necessary legal services in
      connection with the Chapter 11 cases.

The Debtors will pay and reimburse RL&F for fees and out-of-
pocket expenses it incurred while rendering the services in the
Debtors' Chapter 11 cases.

The principal professionals designated to represent the Debtors
and their current standard hourly rates are:

   Professional            Hourly Rate
   ------------            -----------
   Mark D. Collins            $675
   Paul N. Heath              $525
   Chun 1. Jang               $300
   Drew G. Sloan              $255
   Marisa DeCarli             $195

Prior to the Petition Date, the Debtors paid RL&F a total
retainer of $150,000 in connection with and in contemplation of
the Debtors' Chapter 11 filings.  The Debtors assert that these
types of retainer agreements reflect normal business terms in the
marketplace.

Mark D. Collins, Esq., director of Richards, Layton & Finger,
P.A., believes 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).

Richards, Layton & Finger, P.A. is located at One Rodney Square,
920 North King Street, in Wilmington, Delaware, and can be reach
at telephone no. (302) 651-7700.

                     About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer a
broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately
$1.3 billion in total indebtednes by, among other things,
exchanging debt to bondholders for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Cancels Registration of 10-3/4% Sr. Discount Notes
----------------------------------------------------------------
NTK Holdings, Inc., filed a Form 15 with the Securities and
Exchange Commission to terminate the registration of its 10-3/4%
Senior Discount Notes due 2014.

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and  Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


PARALLEL PETROLEUM: Moody's Withdraws 'B3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service withdrew Parallel Petroleum
Corporation's B3 Corporate Family Rating and Probability of
Default Rating and the Caa2 (LGD 5, 80%) rating on the company's
$150 million senior unsecured notes due 2014.  This action follows
the company's announcement that it has completed the repurchase of
all of the senior notes pursuant to the change of control offer.
Since Moody's rates no other outstanding debt of Parallel Moody's
has withdrawn all the ratings.

The last rating action was on February 2, 2009, when Moody's
downgraded the senior notes rating to Caa2 from Caa1 and changed
the outlook to negative.

Parallel Petroleum Corporation is a small independent exploration
and production company based in Midland, TX.


PENN TRAFFIC: Price Puts Off $12.3 Million Bid; Union in Limbo
--------------------------------------------------------------
Martha Ellen, staff writer at Watertown Daily Times, says Price
Chopper put out the $12.3 million bid for four of Penn Traffic
Co.'s supermarkets located in Canton, Potsdam, Massena and
Gouverneur, saying the bid was a verbal offer made before the U.S.
Bankruptcy Court.  Price Chopper, according to the report, has to
decide whether to retain union affiliation if its purchase goes
through.

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.


POWER EFFICIENCY: Reports $1.26-Mil. Net Loss for Sept. 30 Qtr
--------------------------------------------------------------
Power Efficiency Corporation reported a net loss of $1,259,437 for
the three months ended September 30, 2009, from a net loss of
$992,485 for the year ago period.  Power Efficiency reported a net
loss of $2,585,976 for the nine months ended September 30, 2009,
from a net loss of $2,927,815 for the year ago period.

Revenues for the three months ended September 30, 2009, were
$63,130 from $108,607 for the year ago period.  Revenues for the
nine months ended September 30, 2009, were $185,575 from $406,946
for the year ago period.

At September 30, 2009, the Company had total assets of $3,085,051
against total liabilities of $2,198,582, resulting in $886,469 in
stockholders' equity.

On August 12, 2009, the Company issued and sold 20,875 units, each
unit consisting of one share of the Company's Series C Preferred
Stock, par value $.001 per share, and 50 warrants to purchase
shares of the Company's common stock at an exercise price of $0.40
per share, resulting in the sale and issuance of an aggregate of
20,875 shares of Series C Preferred Stock and warrants to
purchase, initially, up to 1,043,750 shares of the Company's
common stock, in a private offering for $835,000 in cash.  The
securities were issued pursuant to Regulation D of the Securities
Act of 1933. All of the purchasers of Units were either officers,
directors or pre-existing stockholders of the Company.  Each of
these purchasers represented that they were an "accredited
investor" as such term is defined in Regulation D of the
Securities Act.  In this transaction, Steven Strasser, the
Company's CEO, purchased 6,250 units for $250,000 in cash, Kenneth
Dickey, a Director of the Company, purchased 1,250 for $50,000 in
cash, and Scott Johnson, the Company's COO, purchased 1,250 units
for $50,000 in cash.

Each share of Series C Preferred Stock is initially convertible
into 100 shares of the Company's common stock, subject to
adjustment under certain circumstances.  The Series C Preferred
Stock is convertible at the option of the holder at any time.  The
Series C Preferred Stock is also subject to mandatory conversion
in the event the average closing price of the Company's common
stock for any ten day period equals or exceeds $1.00 per share,
such conversion to be effective on the trading day immediately
following such ten day period.  In addition, the Series C
Preferred stockholders have the option to exchange their Series C
Preferred Stock for units of a subsequent financing of the Company
through December 30, 2009, at no additional cost.  The Series C
Preferred Stock has an 8% dividend, payable annually in cash or
stock, at the discretion of the Company's board of directors.

On October 5, 2009, the Company issued and sold an additional
2,500 units, resulting in the sale and issuance of an aggregate of
2,500 shares of Series C Preferred Stock and warrants to purchase
up to 125,000 shares of the Company's common stock for $100,000 in
cash under the financing transaction.

The Company suffered recurring losses from operations, and a
recurring deficiency of cash from operations, including a cash
deficiency of $2,360,000, from operations for the nine months
ended September 30, 2009, and lacks sufficient liquidity to
continue its operations.

These factors raise substantial doubt about the Company's ability
to continue as a going concern.  Continuation of the Company as a
going concern is dependent upon achieving profitable operations in
the long-term and raising additional capital to support existing
operations for at least the next 12 months.  Management's plans to
achieve profitability include developing new products, obtaining
new customers and increasing sales to existing customers.

Power Efficiency Corporation generates revenues from a single
business segment: the design, development, marketing and sale of
proprietary energy efficiency technologies and products for
electric motors.  The Company's products, called Motor Efficiency
Controllers, save up to 35% of the electricity used by a motor in
appropriate applications.  The Company's patented technology
platform, called E-Save Technology(R), saves energy when a
constant speed alternating current induction motor is operating in
a lightly loaded condition.  Target applications for the Company's
three-phase MECs include escalators, MG set elevators, grinders,
crushers, saws, stamping presses, and many other types of
industrial equipment.  The Company has also developed a single-
phase MEC targeted at smaller motors, such as those found in
clothes washers, dryers, and other appliances and light commercial
equipment.  The Company has one existing patent and three patents
pending on E-Save Technology(R).


PRIME STAR: Reports $2.68-Mil. Net Loss for 9 Mos. Ended Sept. 30
-----------------------------------------------------------------
Prime Star Group, Inc., reported a net loss of $2,678,675 for the
nine months ended September 30, 2009, from a net loss of $105,000
for the year ago period.

As of September 30, 2009, the Company had $1,445,629 in total
assets against $9,015,442 in total liabilities, all current,
resulting in stockholders' deficit of $7,506,935.

The Company has had no significant operations, assets, or
liabilities since November 7, 2005, and accordingly, is fully
dependent upon future sales of securities or upon its current
management or advances or loans from significant or corporate
officers to provide sufficient working capital to preserve the
integrity of the corporate entity.

"Because of these factors, our auditors have issued an opinion for
the Company which includes a statement describing our going
concern status.  This means, in our auditor's opinion, substantial
doubt about our ability to continue as a going concern exists at
the date of their opinion," Prime Star said.

The Company said its continued existence is dependent upon its
ability to generate sufficient cash flows from its planned
business operations as well as to provide sufficient resources to
retire existing liabilities and obligations on a timely basis.

The Company anticipates offering future sales of equity
securities. However, there is no assurance that the Company will
be able to obtain funding through the sales of additional equity
securities or, that such funding, if available will be obtained on
terms favorable to or affordable by the Company.

"It is the intent of management and significant stockholders to
provide sufficient working capital necessary to support and
preserve the integrity of the corporate entity. However, no formal
commitments or arrangements to advance or loan funds to the
Company or repay any such advances or loans exist.  There is no
legal obligation for either management or significant stockholders
to provide additional future funding," the Company said.

While the Company is of the opinion that good faith estimates of
its ability to secure additional capital in the future to reach
its goals have been made, there is no guarantee that the Company
will receive sufficient funding to sustain operations or implement
any future business plan steps.

                      About Prime Star Group

Headquartered in Henderson, Nevada, Prime Star Group, Inc. (OTC:
PSGI) formerly known as American Water Star, Inc. --
http://www.americanwaterstar.com/-- is not engaged in any
commercial operations.  Prior to November 2005, the company was
engaged in developing, marketing, selling and distributing bottled
water with four branded beverages, which include Hawaiian Tropic,
Geyser Fruit, Geyser Sport, and Geyser Fruta.  The products were
orientated to the health conscious consumer looking for an
alternative to products containing high sugar and caffeine levels.


PRIMUS TELECOMMUNICATIONS: S&P Puts 'B-' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B-'
corporate credit rating to McLean, Virginia-based global
telecommunications provider Primus Telecommunications Group Inc.
S&P also assigned 'B' issue-level and '2' recovery ratings to an
aggregate $130 million of debt expected to be issued by two Primus
units: Primus Telecommunications Holding Inc.'s $85 million senior
secured notes due 2016 and Primus Telecommunications Canada Inc.'s
$45 million senior secured notes due 2016.  The '2' recovery
rating indicates expectations for substantial (70%-90%) recovery
of principal in the event of payment default.  The debt will
consist of $1,000 units with proportionate debt from each of the
two issuers, and will be sold under Rule 144A without registration
rights.  Net proceeds will be used to repay bank debt that matures
in 2011.

At the same time S&P assigned its 'CCC+' issue-level and '5'
recovery ratings to unit Primus Telecommunications IHC Inc.'s
existing $123 million senior secured subordinated notes due 2013.
The '5' recovery rating on the notes indicates expectations for
modest (10%-30%) recovery in the event of payment default.
Outstanding debt, pro forma for the new notes, will be
approximately $260 million, not adjusted for operating leases.
Primus emerged from Chapter 11 bankruptcy on July 1, 2009, having
discharged over half of its pre-petition debt.

"The ratings reflect S&P's assessment of a vulnerable business
risk profile, inherent in Primus' core competitive local exchange
business model," said Standard & Poor's credit analyst Richard
Siderman.  Other factors include significant refinancing risk and
exposure to currency fluctuations.  Primus operates in highly
competitive markets in its CLEC business, which provides the bulk
of consolidated cash flow, competing against larger and
financially stronger incumbent telecom providers such as Bell
Canada and Telus in Canada and Telstra and Optus in Australia.
Additionally, Primus' distance and transport services are
commodity-like products and the company continues to experience
weakening demand for some of its legacy products.


QUARRY POND: Files Amended List of Largest Unsecured Creditors
--------------------------------------------------------------
Quarry Pond, LLC filed with the U.S. Bankruptcy Court for the
Northern District of California an amended list of its largest
unsecured creditors.

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

Quarry Pond, LLC -- dba Quarry Ponds Town Center and One Ripe
Tomato -- filed for Chapter 11 bankruptcy protection on
November 3, 2009 (Bankr. N.D. Calif. Case No. 09-33426).  Ruth
Elin Auerbach, Esq., at Law Offices of Ruth Elin Auerbach assists
the Company in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


RAYMOND KELCH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Raymond W. Kelch
               Rita M. Kelch
                 aka Rita M. Mayer
                 aka Rita M. Mayer-Kelch
               1870 Van Dorn Rd.
               Lincoln, NE 68405

Bankruptcy Case No.: 09-43524

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: Gene T. Oglesby, Esq.
                  Oglesby Law Offices, P.C.
                  650 J Street, Suite 400
                  Lincoln, NE 68508
                  Tel: (402) 476-3434
                  Fax: (402) 476-8002
                  Email: oglesbylaw@windstream.net

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

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

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

             http://bankrupt.com/misc/neb09-43524.pdf

The petition was signed by the Joint Debtors.


READER'S DIGEST: Landlord Opposes Move to Manhattan
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that the landlord to
Reader's Digest Association Inc.'s headquarters in Chappaqua, New
York, filed an objection to the Debtor's proposal to enter into a
new lease for its new headquarters in Manhattan.  The outgoing
landlord said it's in a position to offer a better deal and
deliver approval from its lenders.

Reader's Digest has proposed to move its corporate offices to
750 Third Avenue, in New York, and 44 South Broadway, in White
Plains, New York.  It says that the new leases will allow it to
generate annual cash savings over $4.5 million and, over the terms
of the new leases, total cash savings with a net present value of
$17.1 million, through the consolidation and relocation of their
primary corporate offices and global headquarters.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


REGENT COMMUNICATIONS: May Face Delisting From NASDAQ
-----------------------------------------------------
Regent Communications, Inc. disclosed that on November 30, 2009,
it received written notification from The Nasdaq Stock Market,
Inc. that, based upon the Company's failure to regain compliance
with the $1.00 per share minimum bid price requirement set forth
in Nasdaq Listing Rule 5450(a)(1) by November 25, 2009, the
Company's common stock is subject to delisting unless the Company
requests a hearing before a Nasdaq Listing Qualifications Panel on
or before 4:00 p.m. Eastern Time on December 7, 2009.  On
December 4, 2009, the Company requested such a hearing, which will
stay any action with respect to the Staff Determination until the
Nasdaq Listing Qualifications Panel renders a decision subsequent
to the hearing. However, there can be no assurance that Nasdaq
will grant the Company's request for continued listing.

As previously announced on August 15, 2008 by the Company, it
received a notice from Nasdaq on August 11, 2008 indicating that
the Company failed to comply with the minimum bid price
requirement because the bid price of its common stock closed under
$1.00 per share for 30 consecutive business days.  The notice also
stated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company would be provided 180 calendar days, or until
February 9, 2009, to regain compliance with the minimum bid price
requirement.  Due to Nasdaq's suspensions of enforcement of the
bid price requirement in 2008 and 2009 and as disclosed by the
Company in its filings of various Forms 10-Q and 10-K, the
Company's time period for regaining compliance was extended until
November 25, 2009.  To regain compliance, the closing bid price of
the Company's common stock had to remain at or above $1.00 per
share for a minimum of 10 consecutive business days prior to the
market close on November 25, 2009.  The Company did not regain
compliance with the $1.00 minimum bid price requirement by such
time, which resulted in the issuance of the Staff Determination.

                   About Regent Communications

Regent Communications, Inc. is a radio broadcasting company
focused on acquiring, developing and operating radio stations in
mid-sized markets.  Regent owns and operates 62 stations located
in 13 markets. Regent's shares are traded on the Nasdaq Stock
Market under the symbol "RGCI."


RESERVE GOLF CLUB: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Reserve Golf Club of Pawleys Island, LLC
        18 Reserve Drive
        Pawleys Island, SC 29585

Bankruptcy Case No.: 09-09116

Chapter 11 Petition Date: December 4, 2009

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

Judge: Chief Judge John E. Waites

Debtor's Counsel: G. William McCarthy, Jr., Esq.
                  1715 Pickens St. (29201)
                  PO Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836
                  Email: bmccarthy@mccarthy-lawfirm.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 $1,159,344
and total debts of $226,918.

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/scb09-09116.pdf

The petition was signed by Benjamin S. Catanzaro, president of the
board of managers of the Company.


ROTHSTEIN ROSENFELDT: 20 Major Creditors Assert $1.2BB in Claims
----------------------------------------------------------------
The Associated Press says the 20 largest creditors in the fraud
case of disbarred Florida attorney Scott Rothstein's defunct firm
have filed nearly $1.2 billion in claims.  According to AP, the
major creditors include:

     -- Banyon Investments and related entities owed more than
        $775 million;
     -- Ira Sochet Trustee of Miami owed $147.3 million;
     -- EMESS Capital owed $60 million; and
     -- Morse Operations owed $44 million.

The trustee overseeing the bankruptcy case says the numbers could
change, AP says.

The Miami Herald's Jay Weaver and Amy Sherman relate the $775
million Fort Lauderdale investor George Levin and his Banyon hedge
funds placed into Mr. Rothstein's legal-settlement deals helped
push Mr. Rothstein's settlement sales beyond $1 billion before his
financial scam collapsed in late October.

The Herald relates that, according to bankruptcy trustee Herbert
Stettin, Banyon's five funds are among the 20 largest creditors
with claims against Rothstein.

The Troubled Company Reporter, citing various reports, last week
said Mr. Rothstein on December 1 pleaded not guilty to U.S.
charges he sold investors stakes in fictitious legal settlements.
The TCR said Mr. Rothstein, 47, faces 100 years in prison if
convicted of two counts of wire fraud and three conspiracy charges
filed December 1.  Prosecutors say his law firm was a racketeering
enterprise that fleeced investors in a Ponzi scheme.

Citing Bloomberg News, TCR said Mr. has surrendered more than 20
properties, plus a collection of luxury cars, jewelry and business
interests to federal prosecutors who sought forfeiture of those
items.

According to Bloomberg, prosecutors said the Ponzi scheme began in
2005 and bankrolled his Fort Lauderdale firm, Rothstein Rosenfeldt
Adler PA.  Rothstein and his coconspirators gave to the campaigns
of local, state and federal politicians in a way that evaded
limits on such donations and disguised the true source of the
money, prosecutors alleged in document known as a criminal
information.  Many of the contributions have since been returned.

The Herald says acting U.S. Attorney Jeffrey Sloman estimated that
FBI and IRS agents have so far recovered $60 million in Rothstein
assets -- excluding millions that he may have secreted away in
Morocco and other foreign countries.

Herald relates Mr. Levin lured many of the Banyon investors to buy
into Mr. Rothstein's legal-settlement deals, making personal
guarantees and promising 30% returns.

The Herald says Mr. Levin has been accused of conspiring with Mr.
Rothstein in a lawsuit filed by several Fort Lauderdale investors
seeking to recover more than $100 million.  The suit claims Mr.
Levin met with some Rothstein investors on November 1 to discuss a
plan for short-term financing that would have prolonged the Ponzi
scheme.  In a letter issued to investors last week, Mr. Levin said
the claims are unfounded.

                   About Rothstein Rosenfeldt

Creditors of Rothstein Rosenfeldt Adler PA signed a petition to
send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors say they are owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.


ROTHSTEIN ROSENFELDT: Ch 11 Trustee Can Hire Special Counsel
------------------------------------------------------------
Herbert Stettin, the Chapter 11 trustee for Rothstein Rosenfeldt
Adler, P.A., sought and obtained interim approval from the Hon.
Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida to employ John H. Genovese and the law firm of
Genovese, Joblove & Battista, P.A., as special litigation and
conflicts counsel, nunc pro tunc to November 10, 2009.

GJB will, among other things:

  -- assist, advise and represent Mr. Stettin in the
     investigation, formulation, filing, prosecution, negotiation
     and/or settlement of litigation claims and causes of action
     available to Mr. Stettin and the bankruptcy estate;

  -- advise and assist Mr. Stettin in the performance of his
     duties under the Bankruptcy Code, including investigate the
     acts, conduct, assets, liabilities and financial condition of
     the pre-petition Debtor and to locate and repatriate assets
     of the estate;

  -- attend meetings and negotiate with representatives of the
     former principals and management of the Debtor, creditors and
     other parties-in-interest and advise and consult on the
     conduct of the case to the extent requested by Mr. Stettin;
     and

  -- assist, advise and represent Mr. Stettin in any other matter
     as directed by Mr. Stettin and proposed general counsel,
     Berger Singerman, P.A., including instances where Mr. Stettin
     requires conflicts counsel to handle a specific matter or
     matters on behalf of Mr. Stettin.

John H. Genovese, an attorney and shareholder at GJB, says that
the firm will be paid based on the hourly rates of its
professionals:

     John H. Genovese                 $540
     Paul J. Battista                 $525
     David C. Cimo                    $475
     Theresa Van Vliet                $500
     Robert Elgidely                  $350
     Legal Assistants               $75-$160

Mr. Genovese assures the Court that GJB is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

A final hearing is set for December 21, 2009, at 10:00 a.m.

The Court ruled that GJB will apply for compensation for
professional services rendered and reimbursement of expenses
incurred in connection with the Debtor's Chapter 11 case.  In the
event that the application isn't granted on a final basis, GJB
will be authorized to submit a fee application with the Court for
compensation for services rendered in the period between the
Petition Date and the Final Application Hearing.

Creditors of Rothstein Rosenfeldt Adler PA signed a petition to
send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors say they are owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

In November 2009, Rothstein Rosenfeldt reported that the firm had
an operating account balance of $300,000.


ROTHSTEIN ROSENFELDT: Federal Court to Consider Injunction Relief
-----------------------------------------------------------------
A federal bankruptcy judge is expected to consider a request of
preliminary injunction filed by trustee Herbert Stettin to block
Scott Rothstein of Rothstein Rosenfeldt Adler from hiding and
destroying assets, according to Law.com.

The trustee's request is part of an adversarial case that seeks to
consolidate damages sought against, Mr. Rothstein, Rothstein
entities and the firm, according to court docujments.

The source notes that Mr. Rothstein was arrested on charges of
racketeering conspiracy, money laundering and mail and wire fraud.

                    About Rothstein Rosenfeldt

Creditors of Rothstein Rosenfeldt Adler PA signed a petition to
send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors say they are owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.


ROTHSTEIN ROSENFELDT: Herbert Stettin Named as Ch 11 Trustee
------------------------------------------------------------
The U.S. Trustee for Region 21 sought and obtained the approval of
the Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida to employ Herbert Stettin as Chapter
11 Trustee for Rothstein Rosenfeldt Adler, P.A.

Mr. Stettin said that on November 2, 2009, he was appointed
receiver of the Debtor.  According to Mr. Stettin, the court
entered an order on November 18, 2009, expanding his authority as
receiver.  Mr. Stettin stated that he conducted mediations and
presided over judicial proceedings as a trial judge or as
discovery special master in a number of matters in which attorneys
from the Debtor and Genovese, Joblove & Battista firms have been
involved over the years.

The Debtor had objected the appointment of a Chapter 11 trustee,
saying that:

     -- the current management was properly carrying out the
        fiduciary responsibilities of a debtor-in-possession;

     -- the former management's transfer of authority to Mr.
        Stettin as Chief Restructuring Officer was proper and
        negates any basis for the trustee motion;

     -- the current management (Mr. Stettin) was properly
        carrying out the fiduciary responsibilities of a
        debtor-in-possession; and

     -- the creditors assert that appointment of a trustee is
        not their best interest.

The U.S. Trustee had asked the Court should reject the retention
of Mr. Stettin as the alleged Debtor's CRO, which the Court
declined on November 20, 2009.  The Debtor said that it had the
authority to continue to operate as if an involuntary case
concerning the Debtor had not been commenced.

Creditors of Rothstein Rosenfeldt Adler PA signed a petition to
send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors say they are owed money
invested in lawsuit settlements.

In November 2009, Rothstein Rosenfeldt reported that the firm had
an operating account balance of $300,000.


ROTHSTEIN ROSENFELDT: List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Rothstein Rosenfeldt Adler, P.A., filed with the U.S. Bankruptcy
Court for the Southern District of Florida a list of its 20
largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at:

          http://bankrupt.com/misc/flasb09-34791.pdf

Creditors of Rothstein Rosenfeldt Adler PA signed a petition to
send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors say they are owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.


ROTHSTEIN ROSENFELDT: Trustee Gets Interim OK for Counsel
---------------------------------------------------------
Herbert Stettin, the Chapter 11 trustee for Rothstein Rosenfeldt
Adler PA, sought and obtained interim approval from the Hon.
Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida to hire Paul Steven Singerman and Berger
Singerman, P.A., as its counsel, nunc pro tunc to November 10,
2009.

Berger Singerman will, among other things:

   * Advise Mr. Stettin with respect to the continued management
     of the Debtor's limited business operations;

   * advise with respect to Mr. Stettin's responsibilities in
     complying with the U.S. Trustee's Operating Guidelines and
     Reporting Requirements and with the rules of the Court;

   * prepare motions, pleadings, orders, applications,
     adversary proceedings, and other legal documents
     necessary in the administration of the case;

   * protect the interests of the Debtor's estate; and

   * advise Mr. Stettin in the orderly administration of
     the Debtor's estate to, among other things, maximize
     distributions to creditors.

Paul Steven Singerman, an attorney and shareholder at Berger
Singerman, says that the firm will be paid based on the hourly
rates of its professionals:

         Paul Steven Singerman                   $535
         Jordi Guso                              $500
         Attorneys                             $235-$535
         Legal Assistants & Paralegals         $135-$185

Mr. Singerman assures the Court that Berger Singerman is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

A final hearing is set for December 21, 2009, at 10:00 a.m.

The Court ruled that Berger Singerman will apply for compensation
for professional services rendered and reimbursement of expenses
incurred in connection with the Debtor's Chapter 11 case.  In the
event that the application isn't granted on a final basis, Berger
Singerman will be authorized to submit a fee application with the
Court for compensation for services rendered in the period between
the Petition Date and the Final Application Hearing.

Creditors of Rothstein Rosenfeldt Adler PA signed a petition to
send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors say they are owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

In November 2009, Rothstein Rosenfeldt reported that the firm had
an operating account balance of $300,000.


SALTON INC: S&P Withdraws 'B' Rating on $180 Mil. Senior Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its issue-
level and recovery ratings on small appliance manufacturer Salton
Inc.'s proposed $180 million senior secured term loan at the
company's request.  The company has postponed the proposed
transaction, which was intended to refinance existing debt of
about $160 million and pay fees and expenses.  The corporate
credit rating remains unchanged at 'B' and the outlook is stable,
reflecting S&P's expectation that the company will maintain its
market positions, improve profitability, and reduce debt leverage
over the near term, despite the current difficult economic
environment.

                           Ratings List

                            Salton Inc.

           Corporate Credit Rating         B/Stable/--

                        Ratings Withdrawn


                                        To              From
                                        --              ----
       $180 million senior secured
       floating-rate term loan          NR              B
          Recovery Rating               NR              4


SEA CONTAINERS: Court Approves Final Fee Applications
-----------------------------------------------------
The Bankruptcy Court has approved several final applications for
compensation filed by professionals retained in the Chapter 11
cases of Sea Containers Ltd.  Accordingly, Judge Carey directed
Sea Containers Ltd. to pay these fees and reimbursements:

Professional             Period         Total Fees   Expenses
------------             ------         ----------   --------
Kirkland & Ellis  10/15/06 - 11/30/08  $32,094,441 $1,650,304

Pricewaterhouse-  10/16/06 - 11/24/08   13,703,464    166,756
Coopers LLP

Warren H. Smith   02/01/07 - 11/24/08      503,777     10,019
& Associates, PC

AP Services, LLC  04/01/07 - 11/24/08    7,939,514     37,629

Appleby           10/15/06 - 11/30/08    1,053,622     18,421

Carter Ledyard &  10/15/06 - 11/24/08    2,429,976     76,613
Milburn LLP

Pricewaterhouse-  02/23/07 - 11/24/08      802,003     12,570
Coopers Legal LLP

Reed Smith        10/15/06 - 11/24/08    1,827,970    174,774
Richards Butler

Rothschild, Inc.  09/01/07 - 07/31/08    1,725,000     41,600

Sidley Austin LLP 10/15/06 - 11/24/08    3,006,228    100,618

Vollman Brothers  10/15/06 - 11/30/08    2,932,222    291,364
Limited

Young Conaway     10/15/06 - 11/24/08    1,495,890    271,748
Stargatt & Taylor

Morris, Nichols,  10/26/06 - 11/24/08      922,662     86,622
Arsht & Tunnell

Bingham McCutchen 10/26/06 - 11/24/08   10,410,440    477,729

Conyers Dill &    10/26/06 - 11/24/08      127,821        779
Pearman

Navigant          02/15/08 - 11/24/08      467,459      8,959
Consulting Inc.

Houlihan Lokey    10/26/06 - 11/24/08    4,795,322    226,240
Howard & Zukin
Capital, Inc.

Punter Southall   05/09/08 - 06/26/08      193,499      9,655
Limited

Pepper Hamilton   01/26/07 - 11/24/08      301,031     31,802

Willkie Farr &    01/22/07 - 11/30/07    6,750,593    277,771
Gallagher LLP

Zolfo Cooper Ltd. 10/26/06 - 11/30/08    6,115,166    111,626

Attride-Stirling  08/13/07 - 11/24/08      110,108        874
& Woloniecki

Prior to the order allowing the fees, Warren H. Smith &
Associates, P.C., the Debtors' fee auditor, recommends to the
Court a reduction on Vollman Brothers Limited's final fee due to,
among other things, clerical errors that resulted to unexplained
overage.

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provided passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company had regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The Company is owned
almost entirely by United States shareholders and its primary
listing is on the New York Stock Exchange (SCRA and SCRB) since
1974.  Through its GNER subsidiary, Sea Containers Passenger
Transport operated Britain's fastest railway, the Great North
Eastern Railway, linking England and Scotland.  It also conducts
ferry operations, serving Finland and Estonia as well as a
commuter service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors and the Financial Members Sub-Committee of the Official
Committee of Unsecured Creditors of Sea Containers Ltd. were
represented by William H. Sudell, Jr., Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP.  Sea
Containers Services, Ltd.'s Official Committee of Unsecured
Creditors was represented by attorneys at Willkie Farr & Gallagher
LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083 as of its bankruptcy filing.

Sea Containers Ltd., Sea Containers Services Ltd., and Sea
Containers Caribbean, Inc., notified the Court and parties-in-
interest on February 11, 2009, that their Fourth Amended Joint
Plan of Reorganization became effective.

(Sea Containers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Stipulation Discontinuing Suit Filed by L. Bloch
----------------------------------------------------------------
Parties to a lawsuit filed by Lisa Bloch before the Supreme Court
of New York for the county of New York against Sea Containers,
Ltd., SeaStreak America, Inc., and others, notify the U.S.
Bankruptcy Court for the District of Delaware of their agreement
to discontinue the complaint against Sea Containers only, without
costs to any party.

Ms. Bloch filed a complaint in March 2006 for an injury she
sustained aboard a SeaStreak ferry on November 4, 2005.  She asked
for monetary judgment in an amount to be determined at trial that
will adequately compensate her.  She also demanded a trial by jury
on all triable issues.

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provided passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company had regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The Company is owned
almost entirely by United States shareholders and its primary
listing is on the New York Stock Exchange (SCRA and SCRB) since
1974.  Through its GNER subsidiary, Sea Containers Passenger
Transport operated Britain's fastest railway, the Great North
Eastern Railway, linking England and Scotland.  It also conducts
ferry operations, serving Finland and Estonia as well as a
commuter service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors and the Financial Members Sub-Committee of the Official
Committee of Unsecured Creditors of Sea Containers Ltd. were
represented by William H. Sudell, Jr., Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP.  Sea
Containers Services, Ltd.'s Official Committee of Unsecured
Creditors was represented by attorneys at Willkie Farr & Gallagher
LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083 as of its bankruptcy filing.

Sea Containers Ltd., Sea Containers Services Ltd., and Sea
Containers Caribbean, Inc., notified the Court and parties-in-
interest on February 11, 2009, that their Fourth Amended Joint
Plan of Reorganization became effective.

(Sea Containers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Two Entities Have $18.3MM Cash at End of Sept.
--------------------------------------------------------------
                     Sea Containers, Ltd.
               Post Confirmation Summary Report
                   Ending September 30, 2009

Beginning Cash Balance                           $17,808,384

All receipts received by the Debtor
  Repayment of loan note to Seaco Ltd.            (1,997,000)
  Interest income                                      7,153
  Insurance proceeds                                 141,056
  SC Group cash repatriation                       3,997,000
  Foreign exchange                                  (176,429)
  Inter company banking sweep                       (800,000)
                                                ------------
Total of cash received                             1,171,780

Total of cash available                           18,980,164

  Less all disbursements or payments
  made by the Debtor:

  Disbursements made pursuant to the                       -
  admin. claims of bankruptcy professionals

  Debtor in possession loan repayment                      -

  All other disbursements made in the              1,160,996
  ordinary course                               ------------
Total Disbursements                                1,160,996
                                                ------------
Ending Cash Balance                              $17,819,168
                                                ============

                 Sea Containers Services, Ltd.
               Post Confirmation Summary Report
                   Ending September 30, 2009

Beginning Cash Balance                              $382,594

All receipts received by the Debtors:
  SCSL cash repatriation to SCL                   (1,077,382)
  SC Group cash repatriation to SCSL               1,077,382
  Tax refunds                                        212,213
  Refund on insurance policy premiums                558,560
  Foreign exchange                                   (10,082)
  Inter company banking sweep                        800,000
                                                ------------
Total of cash received                             1,560,691

Total of cash available                            1,943,285

Less all disbursements or payments
made by the Debtor:

  Disbursements made under the plan, excluding             -
  the admin. claims of bankruptcy professionals

  Disbursements made pursuant to the                       -
  admin. claims of bankruptcy professionals

  All other disbursements made in the              1,427,498
  ordinary course
                                                ------------
Total Disbursements                                1,427,498
                                                ------------
Ending Cash Balance                                 $515,787
                                                ============

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provided passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company had regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The Company is owned
almost entirely by United States shareholders and its primary
listing is on the New York Stock Exchange (SCRA and SCRB) since
1974.  Through its GNER subsidiary, Sea Containers Passenger
Transport operated Britain's fastest railway, the Great North
Eastern Railway, linking England and Scotland.  It also conducts
ferry operations, serving Finland and Estonia as well as a
commuter service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors and the Financial Members Sub-Committee of the Official
Committee of Unsecured Creditors of Sea Containers Ltd. were
represented by William H. Sudell, Jr., Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP.  Sea
Containers Services, Ltd.'s Official Committee of Unsecured
Creditors was represented by attorneys at Willkie Farr & Gallagher
LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083 as of its bankruptcy filing.

Sea Containers Ltd., Sea Containers Services Ltd., and Sea
Containers Caribbean, Inc., notified the Court and parties-in-
interest on February 11, 2009, that their Fourth Amended Joint
Plan of Reorganization became effective.

(Sea Containers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SHANGDONG ZHOUYUAN: Delays Filing of Sept. 30 Quarterly Report
--------------------------------------------------------------
Shangdong Zhouyuan Seed and Nursery Co. Ltd. has delayed the
filing of its quarterly report on Form 10-Q for the period ended
September 30, 2009, with the Securities and Exchange Commission.

The Company said in a November regulatory filing with the SEC it
has experienced a delay in completing the information necessary
for inclusion in its September 30 Form 10-Q Quarterly Report.  The
Company said it expects to file its Form 10-Q Quarterly Report
"within the allotted extension period."

As reported by the Troubled Company Reporter on August 27, 2009,
for three months ended June 30, 2009, the Company reported a net
income of $165,105 compared with a net loss of $98,886 for the
same period in 2008.  For six months ended June 30, 2009, the
Company posted a net loss of $329,535 compared with a net income
of $221,157 for the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $3.34 million, total liabilities of $1.36 million and
stockholders' equity of $1.98 million.

On May 5, 2009, Kempisty & Company in New York City expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal year ended Dec. 31, 2008, and 2007.  The auditors
noted that the Company has negative cash flows from operations, a
working capital deficiency of $412,373 and an accumulated deficit
of $2,117,908 at Dec. 31, 2008.

The Company also said that the recoverability of a major portion
of the recorded asset amounts is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to raise additional capital, obtain financing
and succeed in its future operations.

                     About Shandong Zhouyuan

Shandong Zhouyuan Seed and Nursery Co. Ltd. (OTC BB: SZSN) --
http://www.chinaseedcorp.com/-- was originally incorporated in
the State of North Carolina.  The Company, through its
consolidated subsidiary, Shandong Zhouyuan Seed and Nursery Co.
Ltd., a company formed under the laws of the People's Republic of
China, is engaged in the business of developing, distributing and
selling agricultural seeds in China.

The company's executive offices are located at Laizhou, Shandong
Province, People's Republic of China.


SHAWNEE VILLAGE: Foreclosure Suit Prompts Chapter 11 Filing
-----------------------------------------------------------
Rob Roberts, staff writer at Kansas City Business Journal, says
Shawnee Village Associates LP made a voluntary filing under
Chapter 11 to stay a foreclosure lawsuit filed by BB Syndication
Services Inc., a subsidiary of Bankers' Bank in Wisconsin.

The Company, Business Journal relates, stepped into bankruptcy to
keep its City Center East Village project at 87th Street Parkway
and Renner Boulevard.

Shawnee Village Associates LP is real estate developer.


SMURFIT-STONE: Files Chapter 11 Plan & Disclosure Statement
-----------------------------------------------------------
Smurfit-Stone Container Corporation and each of its subsidiaries
and affiliates currently acting as debtors-in-possession under
Chapter 11 of the United States Bankruptcy Code including those
Debtors that are Canadian subsidiaries and parties to the
Companies' Creditors Arrangement Act (Canada) proceeding have
filed a Joint Plan of Reorganization and Plan of Compromise and
Arrangement and Disclosure Statement with the United States
Bankruptcy Court for the District of Delaware on December 1, 2009.

The Plan provides for a coordinated restructuring and compromise
of all Claims against and Interests in the Debtors, including the
Canadian Debtors, in both the Chapter 11 Cases and the CCAA
Proceedings.  Article IV of the Plan will also serve as the plan
of compromise and arrangement to be proposed in the CCAA
Proceedings to each Class of Affected Claims against the Canadian
Debtors.

The Plan constitutes a separate plan of reorganization for each
Debtor in the Chapter 11 Cases and the CCAA Plan constitutes a
separate plan of compromise and arrangement for each Canadian
Debtor in the CCAA Proceedings.  The Debtors reserve the right to
withdraw the Plan or the CCAA Plan with respect to one or more
Debtors or Canadian Debtors, as applicable, while seeking
confirmation or approval of the Plan or the CCAA Plan with respect
to all other Debtors or Canadian Debtors, as applicable.

Smurfit-Stone is aiming to emerge from Chapter 11 protection in
early Spring 2010, according to an official statement.

Smurfit-Stone expects to emerge from its financial restructuring
with a significantly improved balance sheet and with substantially
less debt.  Under the proposed Plan, substantially all of the
unsecured debt of Smurfit-Stone Container Enterprises, Inc., will
be converted to equity, resulting in a significant reduction of
total long-term debt.

"The filing of our Plan of Reorganization and Disclosure
Statement is an important step toward Smurfit-Stone's successful
emergence from the reorganization process," said Patrick J. Moore,
chairman and CEO.  "Our employees, customers, suppliers and other
supporters have been instrumental in our ability to reach this
important milestone.  We will remain focused on tackling the many
challenges that remain ahead."

Key elements of the proposed Plan are:

   * The Company and its subsidiary, Smurfit-Stone Container
     Enterprises, Inc., would merge and become the reorganized
     company that would be governed by a board of directors
     that will include Patrick J. Moore, the company's current
     Chairman and Chief Executive Officer, Steven J. Klinger,
     the company's current President and Chief Operating
     Officer, and a number of independent directors to be
     selected by the Official Committee of Unsecured Creditors
     in consultation with the Debtors;

   * All of the existing secured debt of the Debtors would be
     fully repaid with cash or new debt instruments or a
     combination of these;

   * Substantially all of the existing unsecured debt and
     claims against Smurfit-Stone Container Enterprises, Inc.,
     including all of the outstanding unsecured senior notes
     and bonds, would be exchanged for common stock of the
     reorganized Smurfit-Stone, which would be traded on
     either the New York Stock Exchange or the NASDAQ market,
     with holders of unsecured claims against Smurfit-Stone
     Container Enterprises, Inc. of less than or equal to
     $10,000 entitled to receive payment of 100% of such
     claims in cash;

   * All of the existing equity securities of Smurfit-Stone
     would be cancelled and existing shareholders of Smurfit-
     Stone common and preferred stock would receive no
     distribution on account of their shares;

   * The assets of the Canadian Debtors would be sold to a
     newly-formed Canadian subsidiary of Smurfit-Stone free
     and clear of existing claims, liens and interests in
     exchange for the repayment of the secured debt
     obligations of the Canadian Debtors, cash or common stock
     of the reorganized Company for distribution to the
     Canadian Debtors' unsecured creditors if they vote to
     accept the Plan and the assumption of certain liabilities
     and obligations of the Canadian Debtors; and

   * Reorganized Smurfit-Stone and its newly-formed Canadian
     subsidiary would assume all of the existing obligations
     under the qualified defined benefit pension plans in the
     United States and Canada sponsored by the Debtors, as
     well as all of the collective bargaining agreements in
     the United States and Canada between the Debtors and
     their labor unions.

The Debtors said they intend to continue working with the
Official Committee of Unsecured Creditors, the Monitor in the
Canadian proceedings, and other constituencies to finalize the
Plan and Disclosure Statement over the next several weeks.

The Debtors expect to supplement the Plan and Disclosure
Statement and anticipate holding a hearing on the adequacy of the
Disclosure Statement in January 2010, following which the Debtors
would solicit approval of the Plan by the necessary classes of
creditors and hold a confirmation hearing on the Plan and the
required meeting of creditors in the Canadian proceedings.

The Company also announced that it has prepaid all of the
approximately $43 million remaining outstanding of the U.S. term
loan under its DIP credit facility, and expects to prepay the
approximately $7 million remaining outstanding of the Canadian
term loan under the DIP by the end of December.

Smurfit-Stone currently expects to emerge from the restructuring
proceedings in both the United States and Canada either late in
the first quarter or early in the second quarter of 2010.

                 Classification and Treatment
                    of Claims and Interest

In accordance with Section 1122(a) of the Bankruptcy Code,
Claims and Interests against the Debtors are classified into 82
groups and according to each Debtor entity:

  Debtor       Class/Description
  ------       -----------------
  SSCC         1A Priority Non-Tax Claims
               1B Other Secured Claims
               1C Prepetition Lender Claims
               1D General Unsecured Claims
               1E Intercompany Claims
               1F SSCC Preferred Interests
               1G SSCC Common Interests

  SSCE         2A Priority Non-Tax Claims
               2B Other Secured Claims
               2C Prepetition Lender Claims
               2D Convenience Claims
               2E General Unsecured Claims
               2F Intercompany Claims
               2G Interests

  Cameo        3A Priority Non-Tax Claims
  Container    3B Other Secured Claims
               3C General Unsecured Claims
               3D Intercompany Claims
               3E Interests

  Calpine      4A Priority Non-Tax Claims
  Corrugated   4B Other Secured Claims
               4C Union Bank Claims
               4D CIT Group Claims
               4E General Unsecured Claims
               4F Intercompany Claims
               4G Interests

  SSPRI        5A Priority Non-Tax Claims
               5B Other Secured Claims
               5C General Unsecured Claims
               5D Intercompany Claims
               5E Interests

  Non-         6A to 14A Priority Non-Tax Claims
  Operating    6B to 14B Other Secured Claims
  U.S. Debtors 6C to 14C General Unsecured Claims
               6D to 14D Intercompany Claims
               6E to 14E Interests

  SSC Canada   15A Priority Non-Tax Claims
               15B Other Secured Claims
               15C Prepetition Canadian Lender Claims
               15D General Unsecured Claims
               15E Intercompany Claims
               15F Stone FinCo II Intercompany Claim
               15G Interests

  Smurfit-MBI  16A Priority Non-Tax Claims
               16B Other Secured Claims
               16C Prepetition Canadian Lender Claims
               16D General Unsecured Claims
               16E Intercompany Claims
               16F Interests

  MBI Limited  17A Priority Non-Tax Claims
               17B Other Secured Claims
               17C Prepetition Canadian Lender Claims
               17D General Unsecured Claims
               17E Intercompany Claims
               17F Interests

  Stone        18A Priority Non-Tax Claims
  FinCo II     18B Other Secured Claims
               18C General Unsecured Claims
               18D Intercompany Claims
               18E Interests

  B.C.         19A Priority Non-Tax Claims
  Shipper      19B Other Secured Claims
  Supplies     19C General Unsecured Claims
  Ltd          19D Intercompany Claims
               19E Interests

  Francobec    20A Priority Non-Tax Claims
  Company      20B Other Secured Claims
               20C Prepetition Canadian Lender Claims
               20D General Unsecured Claims
               20E Intercompany Claims
               20F Interests

  3083527      21A Priority Non-Tax Claims
  Nova Scotia  21B Other Secured Claims
  Company      21C Prepetition Canadian Lender Claims
               21D General Unsecured Claims
               21E Intercompany Claims
               21F Interests

  Non-         22A to 25A Priority Non-Tax Claims
  Operating    22B to 25B Other Secured Claims
  Canadian     22C to 25C General Unsecured Claims
  Debtors      22D to 25D Intercompany Claims
               22E to 25E Interests

The Debtors are seeking votes from the Holders of Claims in
Classes 1C, 2C, 2D, 2E, 3C, 4C, 4D, 4E, 5C, 15B, 15C, 15D, 16B,
16C, 16D, 17B, 17C, 18C, 19C, 20B, 20C, 20D, 21B and 21C.
However, they are not seeking votes from Holders of Claim in
Classes 1D, 1F, 1G, 4G, 6C through 14C, 15F, 15G, 16F, 17D, 18E,
20F, 21D, and 22C through 25C because those Claims and Interests
are impaired and the Holders are receiving no distribution.  These
Holders will be deemed to have voted to reject the Plan.

The Debtors are not seeking votes from Holders of Claims and
Interests in Classes 1A, 1B, 2A, 2B, 2G, 3A, 3B, 3E, 4A, 4B, 5A,
5B, 5E, 6A through 14A, 6B through 14B, 6E through 14E, 15A, 16A,
17A, 17F, 18A, 18B, 18E, 19A, 19B, 19E, 20A, 21A, 21F, 22A through
25A, 22B through 25B, and 22E through 25E because those Claims and
Interests are unimpaired under the Plan, and the Holders of Claims
and Interests in each of these Classes are conclusively presumed
to have accepted the Plan and are not entitled to vote on the
Plan.

The Debtors, as the Plan Proponents and the Holders of
Intercompany Claims in Classes 1E, 2F, 3D, 4F, 5D, 6D through
14D, 15E, 16E, 17E, 18D, 19D, 20E, 21E, and 22D through 25D, will
be deemed to have accepted the Plan and votes to accept or reject
the Plan will not be solicited from the Debtors in their
capacities as the Holders of Intercompany Claims; provided,
however, if the Stone FinCo II Contribution Claim is deemed to be
an Allowed Claim against SSCE prior to the Voting Deadline, Stone
FinCo II, as the Holder of the Stone FinCo II Contribution Claim,
will be deemed to have voted the Claim against SSCE in the same
fashion as the Holders of the majority in amount of the 7.375%
Notes Due 2014 will have voted their General Unsecured Claims
against Stone FinCo II.

The projected distributions to Holders of Allowed Claims against
each of the United States Debtors are:

                         Estimated          Treatment and
  Class                  Allowed Claim      Estimated Recovery
  -----                  -------------      ------------------
  DIP Facility Claims               $0      Unimpaired - 100%

  Administrative            62,600,000      Unimpaired - 100%
  Expense Claims

  Priority Tax Claims        1,700,000      Unimpaired - 100%

  Priority Non-Tax                   0      Unimpaired - 100%
  Claims

  Prepetition Lender       969,100,000      Impaired - 100% in
  Claims                                    the form of cash
                                            or debt
                                            instruments

  Union Bank Claims          8,600,000      Impaired - 100% in
                                            the form of cash

  CIT Group Claims          34,900,000      Impaired - pro
                                            rata of new SSCC
                                            common stock

  General Unsecured      2,900,000,000      SSCE: Impaired -
                                            pro Claims
                                            rata of new SSCC
                                            common stock

                            11,200,000      SSCC and Non-
                                            Operating Debtors
                                            (U.S.): Impaired -
                                            0%

                             4,000,000      Cameo Container,
                                            Calpine Corrugated
                                            and SSPRI:
                                            Impaired - 100% in
                                            cash

  Convenience Claims     25,000,000 to      Impaired - 100% in
                         30,000,000         the form of cash

  Intercompany Claims              N/A      Impaired - 0%

  SSCC Interests                   N/A      Impaired - 0%

  Subsidiary Interests             N/A      SSCE, Cameo
                                            Container, SSPRI,
                                            and non-operating
                                            Debtors (U.S.):
                                            Unimpaired -
                                            retained

                                   N/A      Calpine-Corrugated:
                                            Impaired - 0%

The projected distributions to Holders of Allowed Claims against
each of the Canadian Debtors are:

                         Estimated          Treatment and
  Class                  Allowed Claim      Estimated Recovery
  -----                  -------------      ------------------
  DIP Facility Claims               $0      Unimpaired - 100%

  Administrative             8,000,000      Unimpaired - 100%
  Expense Claims

  Priority Tax Claims                0      Unimpaired - 100%

  Priority Non-Tax                   0      Unimpaired - 100%
  Claims

  Other Secured Claims       1,050,000      SSC Canada,
                                            Smurfit-MBI, MBI
                                            Limited, Francobec
                                            Company and
                                            3083527 Nova
                                            Scotia Company:
                                            Impaired - 100% in
                                            cash

                             1,000,000      Stone FinCo II,
                                            B.C. Shipper
                                            Supplies Ltd. and
                                            Non-Operating
                                            Debtors (Canada):
                                            Unimpaired - 100%
                                            in the form of
                                            cash,
                                            reinstatement, or
                                            surrender of
                                            collateral

  Prepetition Canadian     393,000,000      Impaired - 100% in
  Lender Claims                             the form of cash
                                            or debt
                                            instruments

  General Unsecured         57,000,000      SSC Canada:
  Impaired Claims                           - if Class accepts
                                            the Plan, [TBD%]
                                            in the form of
                                            cash or new SSCC
                                            Common Stock, or
                                            (ii) if Class
                                            rejects the Plan,
                                            0%

                            29,000,000      Smurfit-MBI:
                                            Impaired ? (i) if
                                            Class accepts the
                                            Plan, [TBD%] in
                                            the form of cash
                                            or New SSCC Common
                                            Stock, or (ii) if
                                            Class rejects the
                                            Plan, 0%

                             2,100,000      MBI Limited,
                                            3083527
                                            Nova Scotia
                                            Company
                                            and the Non-
                                            Operating Debtors
                                            (Canada): Impaired
                                            ?
                                            0%

                               295,000      Stone FinCo II:
                                            Impaired ? (i) if
                                            Class accepts the
                                            Plan, [TBD%], or
                                            (ii) if Class
                                            rejects the Plan,
                                            0%

                                     0      B.C. Shipper
                                            Supplies Ltd.,
                                            Francobec Company:
                                            Impaired ? 100% in
                                            the form of cash

  Intercompany Claims              N/A      SSC Canada and
                                            Smurfit-MBI:
                                            Impaired - 0%

                                   N/A      MBI Limited, B.C.
                                            Shipper Supplies
                                            Ltd., Francobec
                                            Company, 3083527
                                            Nova Scotia
                                            Company
                                            and the Non-
                                            Operating Debtors
                                            (Canada): Impaired
                                            ? 0%

                                   N/A      Stone FinCo II:
                                            Impaired - 0%

  Stone FinCo II           200,700,000      Impaired - 0%
  Intercompany Claim

  Subsidiary Interests             N/A      SSC Canada,
                                            Smurfit-
                                            MBI and Francobec
                                            Company: Impaired
                                            ? 0%

                                   N/A      Stone FinCo II:
                                            Impaired ? 0%

                                   N/A      B.C. Shipper
                                            Supplies Ltd.,
                                            3083527 Nova
                                            Scotia Company and
                                            the Non-Operating
                                            Debtors (Canada):
                                            Unimpaired ?
                                            retained

In accordance with Section 1123(a)(1) of the Bankruptcy Code,
Administrative Expense Claims, DIP Facility Claims, and Priority
Tax Claims have not been classified for purposes of the Chapter 11
Cases and therefore are excluded from the Classes of Claims and
Interests.

Each Holder of an Allowed Administrative Expense Claim will
receive, on account of and in full and complete settlement,
release and discharge of, and in exchange for, the Allowed
Administrative Expense Claim, on either: (i) the latest to occur
of (a) the Effective Date, (b) the first Distribution Date after
the Administrative Expense Claim becomes an Allowed Claim, and (c)
on another date as agreed upon by the Debtors and the Holder of
the Administrative Expense Claim, or (ii) on another date as the
Bankruptcy Court may order, (A) cash equal to the full unpaid
amount of the Allowed Administrative Expense Claim, or (B) another
treatment as the Debtors and the Holder of the Administrative
Expense Claim will have agreed.

The DIP Facility Claims will be Allowed on the Effective Date
pursuant to the Plan.  In full satisfaction, settlement, release,
and discharge of and in exchange for each Allowed DIP Facility
Claim, the Debtors will pay all Allowed DIP Facility Claims in
full in cash on the Effective Date.  In addition, on the Effective
Date, any unexpired letters of credit outstanding under the DIP
Facility will either be (i) returned to the issuer undrawn and
marked canceled or (ii) cash collateralized with cash in an amount
equal to 105% of the face amount of the outstanding letter of
credit.

Each Holder of an Allowed Priority Tax Claim against any of the
Debtors that is due and payable on or before the Effective Date
will receive, on account of and in full and complete settlement,
release and discharge of, and in exchange for, the Allowed
Priority Tax Claim, in the Debtors' sole discretion, either (i)
cash equal to the amount of the Allowed Priority Tax Claim on the
later of the Initial Distribution Date and the first Distribution
Date after the Priority Tax Claim becomes an Allowed Claim, or as
soon thereafter as is reasonably practicable, or (ii) pursuant to
Section 1129(a)(9)(C) of the Bankruptcy Code, deferred cash
payments made on the first Business Day following each anniversary
of the Effective Date over a period not exceeding five years after
the Petition Date, with a total value as of the Effective Date
equal to the amount of the Allowed Priority Tax
Claim.

         Directors and Officers of Reorganized SSCC

As of the effective date of the Plan, the initial directors of
Reorganized SSCC will be the persons identified in an "Exhibit 4"
to be filed with a Plan Supplement.  The term of any current
members of the board of directors of SSCC not identified as
members of the initial board of directors of Reorganized SSCC will
expire on the Effective Date.  The initial board of directors of
Reorganized SSCC will consist of ____ (__) directors, including
(a) Patrick J. Moore, the Chief Executive Officer of Reorganized
SSCC and (b) Steven J. Klinger, the President and Chief Operating
Officer of Reorganized SSCC.

On or promptly after the Effective Date, the initial board of
directors of Reorganized SSCC will select a Chairman of the board
of directors of Reorganized SSCC.

In accordance with Section 1129(a)(5) of the Bankruptcy Code, the
Debtors will disclose in Exhibit 4 to the Plan the identity and
affiliations of any person proposed to serve on the initial board
of directors of Reorganized SSCC, and to the extent the person is
an insider other than by virtue of being a director, the nature of
any compensation for that person.  Each director of Reorganized
SSCC will serve from and after the Effective Date pursuant to the
terms of the Amended and Restated Certificate of Incorporation,
the Amended and Restated By-Laws, and applicable law.  As set
forth in Exhibit 4 to the Plan, all existing executive officers of
Reorganized SSCC are currently expected to continue to serve in
their existing capacities from and after the Effective Date and,
where applicable, pursuant to the terms and conditions of the
Employment and Retirement Benefit Agreements to which the
executive officers are party on the Effective Date.

                     Liquidation Analysis

The Debtors' Disclosure Statement includes a liquidation analysis
based on their September 30, 2009 balance sheet and assumes that
the actual balance sheets are conservative proxies for the balance
sheets that would exist at the time the Chapter 7 liquidation
would commence.  The Debtors believe that the Plan will produce a
greater recovery for the Holders of Claims and Interests than
would be achieved in a Chapter 7 liquidation.  Consequently, the
Debtors believe that the Plan, which provides for the continuation
of the Debtors' businesses, will provide a substantially greater
ultimate return to the Holders of Claims and Interests than would
a Chapter 7 liquidation.

A full-text copy of the Liquidation Analysis is available for
free at http://bankrupt.com/misc/SmurfLiquidAnal.pdf

                    Financial Projections

In addition to the Liquidation Analysis, the Debtors have
prepared consolidated projected financial results for each of the
years ending December 31, 2009, through and including 2014, a
full-text copy of which is available for free at:

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

Based upon the Projections, the Debtors believe that the
Reorganized Debtors will be able to make all payments required
pursuant to the Plan, and therefore, that confirmation of the
Plan is not likely to be followed by liquidation or the need for
further reorganization.  The Debtors also believe that they will
be able to repay or refinance on commercially reasonable terms any
and all of the indebtedness under the Plan at or prior to the
maturity of such indebtedness.

The Debtors note that although the Plan is designed to minimize
the length of the Proceedings, it is impossible to predict with
certainty the amount of time that the Debtors may spend in
bankruptcy or to assure parties-in-interest that the Plan will be
confirmed.  The continuation of the Chapter 11 Cases or the CCAA
Proceedings, particularly if the Plan is not approved or confirmed
in the time frame currently contemplated, could materially
adversely affect operations and relationships with customers,
vendors, service providers, employees, regulators and partners.
For example, negative events or publicity associated with the
Proceedings could adversely affect the Debtors' sales and
relationships with their customers, particularly if the
Proceedings are protracted.  Also, transactions outside the
ordinary course of business are subject to the prior approval of
the Bankruptcy Court or the Canadian Bankruptcy Court, which may
limit the Debtors' ability to respond timely to certain events or
take advantage of certain opportunities.  In addition, if
confirmation, sanction and consummation of the Plan do not occur
expeditiously, the Proceedings could result in, among other
things, increased costs for professional fees and similar
expenses.

          Alternatives to Confirmation and Consummation
                 of the Plan and CCAA Plan

If the Plan is not confirmed, the alternatives for the Chapter 11
Cases include (a) continuation of the Chapter 11 Cases and
formulation of an alternative plan or plans of reorganization or
(b) liquidation of the Debtors under Chapter 7 or Chapter 11 of
the Bankruptcy Code, explains Craig A. Hunt, Smurfit-Stone's
senior vice president, secretary and general counsel.

If the Debtors remain in Chapter 11, the Debtors could continue to
operate their businesses and manage their properties as debtors-
in-possession, but they would remain subject to the restrictions
imposed by the Bankruptcy Code, he says.  "It is not clear whether
the Debtors could continue as viable going concerns in protracted
chapter 11 cases.  The Debtors could have difficulty operating
with the high costs, operating financing and the eroding
confidence of their customers and trade vendors, if the Debtors
remained in chapter 11.  If the Debtors were able to obtain
financing and continue as a viable going concern, the Debtors (or
other parties in interest) could ultimately propose another plan
or attempt to liquidate the Debtors under Chapter 7 or Chapter 11.
Such plans might involve either a reorganization
and continuation of the Debtors' businesses, or an orderly
liquidation of their assets, or a combination of both."

The Debtors' Chapter 11 Cases could also be converted to
liquidation cases under Chapter 7 of the Bankruptcy Code, Mr.
Hunt notes.  In Chapter 7, he explains, a trustee would be
appointed to promptly liquidate the assets of the Debtors.
The Debtors believe that in a liquidation under chapter 7, before
creditors received any distributions, additional administrative
expenses involved in the appointment of a trustee and attorneys,
accountants, and other professionals to assist the trustee, along
with an increase in expenses associated with an increase in the
number of unsecured claims that would be expected, would cause a
substantial diminution in the value of the estates.

"The assets available for distribution to creditors and equity
holders would be reduced by such additional expenses and by
Claims, some of which would be entitled to priority, which would
arise by reason of the liquidation and from the rejection of
leases and other executory contracts in connection with the
cessation of the Debtors? operations and the failure to realize
the greater going concern value of the Debtors' assets," Mr. Hunt
explains.

The Debtors could also be liquidated pursuant to the provisions of
a Chapter 11 plan of reorganization, adds Mr. Hunt.  In a
liquidation under Chapter 11, the Debtors' assets could be sold in
a more orderly fashion over a longer period of time than in a
liquidation under Chapter 7.  Thus, Chapter 11 liquidation might
result in larger recoveries than in a Chapter 7 liquidation, but
the delay in distributions could result in lower present values
being received and higher administrative costs, he says.

As in the Chapter 11 Cases, in the CCAA Proceedings if CCAA Plan
is not approved by creditors in the CCAA Proceedings or is not
sanctioned by the Canadian Bankruptcy Court, the Canadian Debtors
would not automatically lose control of the CCAA Proceedings
(i.e., have a trustee appointed to oversee its assets).  It is
possible for the Canadian Debtors to submit a new or amended plan
and, during the intervening period, continue to operate under the
CCAA.  In the event that CCAA Plan is not accepted, however, the
Canadian Debtors' significant creditors may seek to lift the CCAA
Stay to exercise their remedies against the debtor that are
otherwise available, notes Mr. Hunt.

The Debtors believe that confirmation of the Plan in the Chapter
11 Cases and sanction of CCAA Plan in the CCAA Proceedings is
preferable to these alternatives because it provides the greatest
distributions and opportunity for distributions to Holders of
Claims against any of the Debtors.  In addition, any alternative
to confirmation of the Plan in the Chapter 11 Cases or sanction of
CCAA Plan in the CCAA Proceedings could result in extensive delays
and increased administrative expenses, or the ultimate liquidation
of certain or all of the Debtors.

Accordingly, the Debtors urge all Holders of Claims entitled to
vote on the Plan to vote to accept the Plan in the Chapter 11
Cases and approve CCAA Plan in the CCAA Proceedings.

A full-text copy of the Debtors' Plan is available for free
at http://bankrupt.com/misc/SmurfC11Plan.pdf

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

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--  
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly
one million acres of timberland in Canada and operates wood
harvesting facilities in Canada and the United States.  The
Company employs roughly 21,250 employees, 17,400 of which are
based in the United States.  For the quarterly period ended
September 30, 2008, the Company reported roughly
$7.450 billion in total assets and $5.582 billion in total
liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Bid For Equity Panel Faces More Resistance
---------------------------------------------------------
Wilmington Trust Company, an indenture trustee for $2.1 billion in
claims against Smurfit-Stone Container Corp., has joined in a bid
by an investment manager to form an equity committee that
represents shareholder interests in the recovery of the paper
company's assets.

Smurfit-Stone Container Corp. and its units have asked the Court
to deny Caspian Capital Advisors' and Mariner Investment Group
LLC's request to form an official committee of equity holders.

Smurfit's counsel, James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois, explains that there is clearly no value for
equity security holders because parties with economic "skin in the
game" negotiated a plan of reorganization based on Smurfit-Stone
Container Corporation's projections and were extensively vetted by
the Official Committee of Unsecured Creditors.

"In this context, the only function an equity committee could
possibly serve is to object to confirmation and litigate valuation
at the confirmation hearing," Mr. Conlan says.

Mr. Conlan argues that despite being afforded nine weeks, Mariner
has produced no credible evidence to show a substantial likelihood
that shareholders will receive a meaningful distribution.

In Mariner's behalf, Christopher P. Simon, Esq., at Cross & Simon
LLC, in Wilmington, Delaware, contends that there can be no doubt
any longer that the Debtors' equity holders need the protection of
an equity committee.  He notes that on December 1, the Debtors
filed a placeholder Plan of Reorganization and a Disclosure
Statement that deny any recovery to equity.

The bankruptcy judge will rule on the request for an Equity
Committee this week.

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--  
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly
one million acres of timberland in Canada and operates wood
harvesting facilities in Canada and the United States.  The
Company employs roughly 21,250 employees, 17,400 of which are
based in the United States.  For the quarterly period ended
September 30, 2008, the Company reported roughly $7.450 billion in
total assets and $5.582 billion in total liabilities on a
consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Proposes to Enter Into Hinrichs Non-Compete Pact
---------------------------------------------------------------
Smurfit-Stone Container Corp. and its units seek authority from
the Court to enter into a confidential Non-compete and Consulting
Agreement with Charles A. Hinrichs, the Debtors' former senior
vice president and chief financial officer.

While acting as the Debtors' SVP and CFO, Mr. Hinrichs was
employed pursuant to an Employment Agreement, which included
significant non-competition and non-solicitation provisions.

As of the effective termination date of his employment, Mr.
Hinrichs' combined annual base salary and bonus potential was
$752,400, James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois notes.  He further discloses that separate from
the Employment Agreement, Mr. Hinrichs is also a vested
participant in the Jefferson Smurfit Corporation Supplemental
Income Pension Plan II and his SIPP benefit has a lump sum
payment value amounting to $1,437,615.

The Debtors, however, have not assumed the SIPP nor the
Employment Agreement and Mr. Hinrichs, therefore, has a claim
against the Debtors for payment under the SIPP and a separate
claim under his Employment Agreement.

Mr. Conlan explains that the Debtors seek to obtain the benefits
of Mr. Hinrichs' extensive knowledge, particularly as it relates
to claims and other financial matters through a consultancy
arrangement to extend through the later of the date one year after
the cessation of his employment or until May 18, 2010, or the
effective date of the Debtors' plan of reorganization.

In connection with the proposed consultancy arrangement, Mr.
Hinrichs will agree to non-compete and non-solicitation
provisions extending two years after the termination of his
employment, and release all claims against the Debtors.

In exchange for the added services and protections, the Debtors
propose paying Mr. Hinrichs $1,800,000, which takes into account
the value of his approximately $1,400,000 benefit claim and also
provides a reasonable payment -- that is significantly less than
one year of his annual compensation potential during his last year
of employment -- for the valuable consulting services and non-
competition obligations with which he will comply.

Additionally, Mr. Hinrichs will release all claims against the
Debtors, including his prepetition claims under his Employment
Agreement for severance pay equal to two times his combined
annual base salary and bonus potential, which is approximately
$1,500,000, which he has agreed is limited to $752,400 pursuant to
Section 502(b)(7) of the Bankruptcy Code.

Mr. Conlan contends that the proposed $1,800,000 payment to Mr.
Hinrichs is more reasonable when compared to the gross value of
Mr. Hinrichs' claims under his Employment Agreement plus the SIPP
that total approximately $2,900,000, and even when compared to the
$2,200,000 gross value of his claims.

"In sum, the total proposed payment to Mr. Hinrichs of $1,800,000
is only a portion of the value of his total claims against the
[Debtors], in exchange for which the [Debtors] will receive his
additional critical services, his release of claims, and his
agreement to the non-competition and non-solicitation
protections," Mr. Conlan explains.

Accordingly, the Debtors believe that the proposed consultancy
arrangement is in the best interests of their estates and
creditors and a product of the Debtors' sound business judgment.

The Debtors note that they have consulted with the Official
Committee of Unsecured Creditors, which supports the proposal.

A full-text copy of the Non-Compete Agreement is available for
free at http://bankrupt.com/misc/SmurfHinrichsAgrmt.pdf

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--  
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly
one million acres of timberland in Canada and operates wood
harvesting facilities in Canada and the United States.  The
Company employs roughly 21,250 employees, 17,400 of which are
based in the United States.  For the quarterly period ended
September 30, 2008, the Company reported roughly
$7.450 billion in total assets and $5.582 billion in total
liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Seeks Summary Judgment on U.S. Bank Claim
--------------------------------------------------------
Smurfit-Stone Container Corp. and its units ask the Court to grant
summary judgment on a $17,599,249 administrative expense filed by
U.S. Bank Trust National Association, as indenture trustee for the
Village of Hodge Louisiana Combined Utility System Bond.

U.S. Bank previously sought Court approval to have payments under
a certain utility contract between the Debtors and the Village of
Hodge, Louisiana treated as administrative expense claims pursuant
to Section 503(b)(1)(A) of the Bankruptcy Code.

However, James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, notes that the only payments required under the Utility
Contract that the Debtors have not already been discharging are
interest payments due to the bondholders of the Village of Hodge.
He contends that payments to the municipal bondholders are not
properly an administrative expense, and U.S. Bank cannot meet its
burden of proving that the payments meet the requirements for
treatment as an administrative expense.

Therefore, summary judgment is appropriate because payment of
interest to the bondholders would meet neither the language nor
policy of Section 503(b)(1)(A), as the Debtors would gain no
benefit from the payments because they will continue to receive
utility services regardless of whether payments are made to the
bondholders, and the bondholders have provided no new
consideration to the estate that would warrant treatment of any
debt to the bondholders as anything other than a normal, unsecured
claim against the estate, Mr. Conlan tells the Court.

                       U.S. Bank Responds

U.S. Bank asks the Court to deny the Debtors' request and compel
the Debtors to pay the amount owing under the Utility Contract.

Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C., in Boston, Massachusetts, relates that in exchange
for use of the Utility Plant, the Debtors must pay to U.S. Bank
all of the consideration called for under the Utility Contract.

The consideration owed by the Debtors under the Utility Contract
includes not only the day-to-day charges associated with operating
and maintaining the Utility Plant, but also the charges associated
with using the Utility Plant itself like the capital costs
associated with the acquisition, construction and financing of the
boilers, steam turbine generators, and other very expensive pieces
of machinery and equipment that comprise the Utility Plant and
that the Debtor uses on a daily basis, Mr. Bleck points out.

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--  
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly
one million acres of timberland in Canada and operates wood
harvesting facilities in Canada and the United States.  The
Company employs roughly 21,250 employees, 17,400 of which are
based in the United States.  For the quarterly period ended
September 30, 2008, the Company reported roughly
$7.450 billion in total assets and $5.582 billion in total
liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SPANSION INC: Files 1st Amended Plan And Disclosure Statement
-------------------------------------------------------------
Spansion Inc., and its debtor affiliates submitted with the U.S.
Bankruptcy Court for the District of Delaware their First Amended
Joint Plan of Reorganization and Disclosure Statement on November
25, 2009.

Under the First Amended Plan, the Spansion Thailand Claims have
been removed from the classification of claims, and all claims
against, and interests in the Debtors are classified into 13
classes:

  Class        Designation
  -----        -----------
    1          Secured Credit Facility Claims
    2          UBS Credit Facility Claims
    3          FRN Claims
    4          Other Secured Claims
    4A         Travis County, Texas Tax Claims
    5A         Senior Note Claims
    5B         General Unsecured Claims
    5C         Exchangeable Debentures Claims
    6          Convenience Class Claims
    7          Non-Compensatory Damages Claims
    8          Interdebtor Claims
    9          Old Spansion Interest
   10          Other Old Equity
   11          Other Old Equity Rights
   12          Securities Claims
   13          Non-Debtor Intercompany Claims

Classes 2, 4, 6, and 10 are unimpaired under the Plan.  Classes 7,
8, 9 11, 12 and 13 are impaired, and because Classes 7, 8, 9, 11,
12 and 13 will receive no distribution under the Plan, they are
deemed to have rejected the Plan.  Classes 1, 3, 5A, 5B, and 5C
are impaired and are entitled to vote on the Plan.

As of the Effective Date, the UBS Credit Facility Claim will be an
Allowed Claim in an amount to be agreed upon by the Debtors and
UBS, which Claim will include UBS' reasonable attorney's fees.

If, on or prior to the earlier of (a) the Effective Date and (b)
January 31, 2010, the Debtors will have received net Cash
proceeds from the closing of the Rights Offering or from the
issuance or incurrence of the New Spansion Debt, then each Holder
of an Allowed Class 3 Claim is entitled to receive as of the
Effective Date, that Holder's Pro Rata share of those New Capital
Proceeds and the principal amount of New Senior Notes and New
Convertible Notes will be reduced:

  (i) the first $75 million of the New Capital Proceeds will
      be applied 50% to reduce the principal amount of the New
      Senior Notes and 50% to reduce the principal amount of
      the New Convertible Notes; and

(ii) any additional New Capital Proceeds will be applied, at
      the option of the Debtors, to reduce either the
      principal amount of the New Senior Notes or the
      principal amount of the New Convertible Notes until the
      New Senior Notes or the New Convertible Notes have been
      reduced to zero and thereafter to the other notes;
      provided that, unless the principal amount of the New
      Senior Notes or the New Convertible Notes has been
      reduced to zero, the minimum principal amount of the New
      Senior Notes or the New Convertible Notes, as
      applicable, after giving effect to any reduction will be
      not less than $200 million.

Class 5A consists of all Senior Note Claims.  The Senior Notes
Claims are deemed allowed by the Plan in the aggregate principal
amount of $250 million, plus accrued and unpaid interest
aggregating $251,133,413.  Each Holder of an Allowed Class 5A
Claim will receive that Holder's Unsecured Claims Pro Rata share
of 46,247,760 shares of New Spansion Common Stock.

Class 5B consists of all Allowed General Unsecured Claims.  Each
Holder of an Allowed Class 5B Claim will receive that Holder's
Unsecured Claims Pro Rata share of 46,247,760 shares of New
Spansion Common Stock.

Class 5C consists of all Exchangeable Debentures Claims.  The
Exchangeable Debenture Claims are deemed allowed in the aggregate
amount of $207 million of principal, plus accrued and unpaid
interest for an aggregate amount of $207,998,036.  Each holder of
an Allowed Class 5C Claim will receive that Holder's Unsecured
Claims Pro Rata share of 46,247,760 shares of New Spansion Common
Stock.

No distribution will be made on account of Class 5C Claims to the
Unsecured Indenture Trustee for the Exchangeable Debentures, the
Holders of Exchangeable Debenture Claims, the Unsecured Indenture
Trustee for the Senior Notes or the Holders of Senior Note Claims
until the Debtors are directed to make a distribution pursuant to:

   (a) a final and non-appealable order of the bankruptcy
       court or another court of competent jurisdiction; or

   (b) joint instructions executed by both the Unsecured
       Indenture Trustee for the Senior Notes and the
       Unsecured Indenture Trustee for the Exchangeable
       Debentures.

                     Rights Offering

Under the First Amended Plan, the Debtors will have the right to
consummate the Rights Offering on or before the Effective Date if
they determine that it is desirable and feasible to do so.  If the
Debtors decide to consummate the Rights Offering, they may do so
with or without a Backstop Party.  In order to consummate the
Rights Offering, proceeds from the Rights Offering must be
deposited in a segregated account or escrow account in a
sufficient amount, when combined with any other New Capital
Proceeds held in one or more segregated accounts or escrow
accounts, to satisfy the requirements of Section 3.3(2)(b) as of
the earlier to occur of the Effective Date or January 31, 2010.

                       Initial BOD

The initial board of directors of Reorganized Spansion Inc., will
consist of seven persons.  The Ad Hoc Consortium will be entitled
to designate two directors, the Debtors will be entitled to
designate two directors and the Debtors and the Ad Hoc Consortium
will be entitled to jointly designate two directors.  The
remaining director will be the chief executive officer of
Reorganized Spansion Inc.

                    Equity Incentive Plan

Reorganized Spansion Inc., will reserve 9,005,376 shares of New
Spansion Common Stock for issuance under an equity incentive plan
for employees, management and the directors of Reorganized
Spansion Inc. and the other Reorganized Debtors.  The new equity
incentive plan will have a term of 10 years, and will permit the
issuance of up to 9,005,376 shares in the form of incentive stock
options within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended.

                  Payments to Spansion Japan

The Debtors disclose that they have made a number of payments to
Spansion Japan aggregating in excess of $800 million within one
year prior to the Petition Date.  The Debtors assert that those
payments may be deemed potentially avoidable preferential
transfers.  The Debtors tell the Court that to the extent that
some or all of the transfers are avoided, and assuming that some
or all of Spansion Japan's claims are allowed against the Debtors'
estates, the amounts recovered as preferential transfers may be
applied against those claims.  The time within which to bring an
action asserting that these transfers are avoidable preferential
transfers will expire on March 1, 2011.

                      Estimated Recovery

The Debtors estimate that at a minimum, the aggregate secured and
unsecured claims of their Creditors exceed $1.55 billion, and the
aggregate could equal $2.1 billion.  The total Distributable Value
under the Plan is approximately
$1.1 billion.  Thus, the Debtors note, at a minimum, a Samsung
settlement would have to exceed a net recovery of $450 million for
the Debtors to be able to satisfy all of the Claims of their
Creditors, even using the minimum amount of aggregate Claims.
Furthermore, given that a settlement or recovery from Samsung
approaching $450 million has a low probability, it is the Debtors'
view that even with a Samsung settlement, the Creditors would not
receive payment in full of their Claims.

Clean and blacklined copies of the Debtors' First Amended Plan is
available for free at:

    http://bankrupt.com/misc/Spansion_1stAmPlan.pdf
    http://bankrupt.com/misc/Spansion_RedPlan.pdf

Clean and blacklined copies of the Debtors' First Amended
Disclosure Statement is available for free at:

    http://bankrupt.com/misc/Spansion_1stAmDS.pdf
    http://bankrupt.com/misc/Spansion_RedDS.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: Proposes to Assume IBM Master Service Agreement
-------------------------------------------------------------
Spansion Inc. and its units seek the Court's authority to assume a
Master Service Agreement with International Business Machines
Corporation.

Spansion LLC and IBM are parties to the MSA effective September 6,
2005, under which IBM and Spansion entered into a statement of
work for the provision of specific technical services.  Under the
MSA, Spansion and IBM have entered into these agreements related
to IBM's Applications on Demand service:

  (a) IBM Agreement for Exchange of Confidential Information
      dated July 18, 2005; and

  (b) Full Service Solution Schedule No. 8370689-SS-SA-00-0
      effective September 9, 2005, as amended.

IBM AoD provides hosting for Spansion's tier-1 business
applications, including SAP and key non-SAP applications relating
to data warehouses, sales, quality, and electronic data
interchange.

Through extensive negotiations, Spansion and IBM have agreed to
extend the IBM Contracts for two months.  Thereafter, the Debtors
note, the IBM Contracts, as amended, will continue on a month-to-
month basis at prices which are reasonable for the benefits to be
provided.

The Debtors assert that the IBM Contracts provide them with
services critical to the operation of their business.

                        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: Proposes to Form New Japanese Subsidiary
------------------------------------------------------
Spansion Inc. and its units seek the U.S. Bankruptcy Court's
approval to form a new corporate subsidiary organized under the
laws of Japan (Kabushikki Kaisha), which will be a wholly owned
subsidiary of Spansion LLC.  The Debtors relate that Spansion KK
will not be or become a debtor in the Chapter 11 cases.

The Debtors also seek authorization to transfer to Spansion KK up
to $8.4 million for initial start-up costs and operating expenses
for the first two months of operations.

Spansion Japan Limited, a wholly-owned subsidiary of Debtors
Spansion LLC, owns and operates two wafer manufacturing
facilities in Aizu, Japan.  Spansion LLC is a wholly-owned
subsidiary of Debtor Spansion Inc.

According to the Debtors, Spansion Japan has informed them that,
after December 2, 2009, it would no longer provide wafers to the
Debtors, which the Debtors use to create finished products to be
sold to customers in Japan and elsewhere.  Because the Debtors
have been unable to resolve existing disputes with Spansion Japan,
the Debtors' sales revenues in Japan are at risk.

"It is critical for the Debtors to have a presence in Japan in
order to continue selling their products to customers in Japan
and the Far East and to provide customer support and customer
relations services," says Sommer L. Ross, Esq., at Duane Morris,
LLP, in Wilmington, Delaware, counsel to the Debtors.  In order to
ensure that the Debtors can continue to produce sales in Japan and
through it the Far East as a going concern, the Debtors wish to
create Spansion KK as an organization under the laws of Japan and
locate Spansion KK's headquarter facilities in Japan, she adds.

As soon as Spansion KK is formed, Spansion LLC intends to begin
selling its finished goods directly to Spansion KK, and Spansion
KK will provide customer support and customer relations services.
Spansion KK, in turn, plans to sell finished goods directly to
distributors in Japan for distribution to end customers.
According to the Debtors, this change in business structure will
allow them to receive significant revenues from sales activities
in Japan free of reliance upon Spansion Japan and the on-going
disputes between the Debtors and Spansion Japan.

Additionally, Spansion KK plans to purchase wafers from other
suppliers, which it will then sell to Spansion LLC for use by the
Debtors in the production of finished goods to be sold, through
Spansion KK, to distributors and then to end users.  Spansion KK
will also conduct research and development activities.  There are
no current plans for Spansion KK to conduct manufacturing
operations.

Ms. Ross tells the Court that among the reasons to create a
physical presence in Japan for the Debtors' business is that the
Debtors seek to distinguish themselves from competitive technology
companies by maintaining a significant sales presence in Japan.
Spansion KK will hire local employees and will provide local
support to distributors as well as to end customers in Japan.

Ms. Ross further relates that another reason to establish
Spansion KK in Japan is tax-related.

Spansion KK will be formed as a Kabushikki Kaisha, a Japanese
corporation form.  The Debtors estimate that Spansion KK will
require approximately $5.3 million for initial start-up costs to
hire local employees, pay legal expenses to create the new entity
and acquire operating assets and employees, pay travel expenses,
lease space and construct leasehold improvements, make other
capital expenditures and create a technology infrastructure that
is compatible with the Debtors' network.  The Debtors expect
Spansion KK will require an additional approximately $3.1 million
for operating costs for the first two months of operations,
including lease payments and utilities, research and development
costs, and sales and general administration, payroll and overhead.

"Forming, capitalizing and funding Spansion KK will provide
significant value to the Debtors' estates by preserving the
revenue stream to the Debtors from sales in Japan and the Far
East," Ms. Ross asserts.

                        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)


SPARTA HOMES: Files for Chapter 11 Bankruptcy to Avert Foreclosure
------------------------------------------------------------------
Chattanooga Times Free Press says Sparta Homes filed for
bankruptcy to block a foreclosure attempt of First Tennesse Bank
to the company's property at Dogwood Groove off Shackle Ridge
Road.

The company expects to continue to try to sell lost in the
meantime, source says.

Sparta Homes is a real estate developer.


SPRINT NEXTEL: Completes Acquisition of iPCS Inc.
-------------------------------------------------
Sprint Nextel Corporation on December 4 said it has successfully
completed its acquisition of iPCS, Inc.  Under the terms of the
transaction, announced in October, Sprint Nextel acquired iPCS for
approximately $831 million, including the assumption of
$405 million of net debt.  Sprint Nextel acquired all of iPCS's
outstanding common shares for $24.00 per share in an all-cash
transaction.

As a result of the completion of the merger, iPCS is now a wholly-
owned subsidiary of Sprint Nextel.  iPCS shares ceased trading on
NASDAQ as of the closing of the market Friday and will be
delisted.  The completion of this acquisition also allows Sprint
Nextel and iPCS to resolve all the litigation pending between
them.

More than 700,000 former iPCS wireless customers will now be
counted as direct Sprint Nextel subscribers.  As part of the
acquisition, Sprint also expanded its direct service territory to
cover an additional 12.6 million people.  Since iPCS's services
were sold under the Sprint brand name and in Sprint-branded
stores, iPCS customers should not experience any change in their
service as a result of this transaction.

On November 25, 2009, pursuant to the Agreement and Plan of
Merger, dated as of October 18, by and among Sprint Nextel
Corporation, Ireland Acquisition Corporation, a wholly owned
subsidiary of Sprint Nextel, and iPCS, Inc., Sprint Nextel
completed a cash tender offer to acquire all of the outstanding
shares of common stock, par value $0.01 per share, of iPCS at a
price of $24.00 per share, net to the holder in cash, without
interest and less any required withholding taxes.

At the expiration of the Tender Offer, a total of 11.594 million
shares of iPCS Common Stock were validly tendered and not
withdrawn, including shares validly tendered by notice of
guaranteed delivery, representing 70% of the outstanding shares of
iPCS Common Stock as of the expiration of the Tender Offer.

On November 27, 2009, Sprint Nextel, through the Offeror, accepted
such tendered shares for payment and exercised its option pursuant
to the Merger Agreement to purchase newly-issued shares of iPCS
Common Stock at a price of $24.00 per share to increase its
ownership percentage of the outstanding shares of iPCS Common
Stock to over 90%.

The purchase of the Top-Up Shares was completed December 4, 2009.
No vote or meeting of the stockholders of iPCS to approve the
Merger was required.

                        About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.

                     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.


STERLING MINING: Files Ch 11 Plan; Jan 5 Confirmation Hearing Set
-----------------------------------------------------------------
On December 2, 2009, Sterling Mining Company filed a plan of
reorganization and a disclosure statement in support of the plan
with the U.S. Bankruptcy Court for the District of Idaho.  The
hearing to consider confirmation of the Plan has been scheduled
for January 5, 2010.

Pursuant to the plan terms, general unsecured claims, estimated to
be in the amount of $6,000,000 to $9,500,000, will receive a
dividend in the estimated amount of $500,000, which will be
distributed pro rata to the allowed claimants and the recovery of
any litigation.  The Debtor reserves the right to revise the
treatment of general unsecured claims for increases in amount,
including but not limited to making payments to this class over
time.  It is anticipated that the unsecured general claimants will
not be paid in full.

Equity security holders in common stock, stock warrants, or other
claimed equity interests of Sterling Mining Company will receive
nothing and all common stock, or other claimed equity interests,
will be cancelled.

The secured claim of Minco Silver Corporation in the amount of
$6,317,531 will be paid in full on or before the effective date of
the Plan or, if Minco is the successful bidder, its claim will be
allowed in full as a credit bid towards the puchase of common
stock in Sterling Mining Company.

Private Capital Group's secured claim of $2,093,544.91 will be
paid in full.  No default interest or late fees will accrue or be
paid post-petition.

The Debtor will sell all of its remaining authorized, but un-
issued, common stock in Sterling Mining Company to fund the Plan.
As of the date of the filing of the Plan, the Debtor has a minimum
bid for said common stock in the amount of $11,750,000, submitted
by Canadian mineral exploration company Alberta Star Development
Corp., and an overbid in the amount of $12,500,000, submitted by
Minco Silver Corporation.  Pursuant to the bid procedures,
interested bidders may submit a bid, or the minimum bidder or
overbidder may submit additional bids.  An auction of the common
stock will be conducted on February 1, 2010.

On the confirmation date, the Bankruptcy Court will confirm the
sale of said common stock and confirm the Chapter 11 Plan.

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

               http://researcharchives.com/t/s?4b44

                    About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


STEPHEN BISHOP: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Stephen C. Bishop
               Cynthia D. Bishop
               11918 Sandy Hill Court
               Spotsylvania, VA 22553-3669

Bankruptcy Case No.: 09-37958

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Robert Easterling, Esq.
                  2217 Princess Anne St., Ste. 100-2
                  Frederickburg, VA 22401
                  Tel: (540) 373-5030
                  Email: eastlaw@easterlinglaw.com

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

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

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

            http://bankrupt.com/misc/vaeb09-37958.pdf

The petition was signed by the Joint Debtors.


STINSON PETROLEUM: Wants Ch. 11 Plan Filing Extended Until March 1
------------------------------------------------------------------
Stinson Petroleum Company, Inc. asks the U.S. Bankruptcy Court for
the Southern District of Mississippi to extend until March 1,
2010, its exclusive period to file a Chapter 11 Plan and
Disclosure Statement.

The Debtor relates that it has engaged in negotiations with
various creditors in relation to the Plan and was unable to
finalize its proposed Plan within the prescribed period.

The Debtor also asks a 60-day extension to obtain Plan
confirmation.

Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed
for Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Miss. Case No. 09-
51663).  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  Harris Jernigan &
Geno, PPLC, represents the Debtor in its restructuring efforts.
In its petition, the Debtor listed assets and debts both ranging
from $10,000,001 to $50,000,000.


STOCK BUILDING: To Auction Commerce Park Property on December 15
----------------------------------------------------------------
Gwenn Garland, staff writer at Delmarva Media Group, says Stock
Building Supply Holdings LLC's 9.02-acre lot in the Westwood
Commerce Park -- locations in North Carolina, South Carolina and
Georgia -- will be auctioned on Dec. 15, 2009, to be conducted by
Express Auctioneers of Baltimore.

Ms. Garland adds the company's properties in Florida, Texas,
Minnesota, Wisconsin, Penn-sylvania, Michigan, Utah, Idaho,
California and Wyoming will be auctioned in mid-January.

Raleigh, North Carolina-based Stock Building Supply --
http://www.stockbuildingsupply.com/-- is a leading supplier of
building materials to professional home builders and contractors
in the United States.  Stock operates out of 19 markets including
Washington, DC; Paradise, PA; Richmond, VA; Raleigh-Durham,
Charlotte and Winston-Salem/Greensboro, NC; Greenville and
Columbia, SC; Atlanta, GA; Austin, Amarillo, Houston, Lubbock and
San Antonio, TX; Albuquerque, NM; Salt Lake City and Southern UT;
Spokane/Northern Idaho; and Los Angeles, CA.

The Company and 25 of its affiliates filed for Chapter 11
protection on May 6, 2009 (Bankr. D. Del. Lead Case No. 09-11554).
Shearman & Sterling LLP and Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts.  The Debtors
selected FTI Consulting as restructuring consultant.  When the
Debtors' sought for protection from their creditors, they listed
assets between $50 million and $100 million, and debts between $10
million and $50 million.

Stock Building Supply completed its financial restructuring and
emerged from Chapter 11.  The Company's Plan of Reorganization was
confirmed by the United States Bankruptcy Court for the District
of Delaware on June 15, 2009.


STRIKEFORCE TECHNOLOGIES: Reports $552,158 Net Loss for Q3 2009
---------------------------------------------------------------
StrikeForce Technologies, Inc., reported a net loss of $552,158
for the three months ended September 30, 2009, from a net loss of
$803,578 for the year ago period.  StrikeForce Technologies
reported a net loss of $1,515,533 for the nine months ended
September 30, 2009, from a net loss of $1,201,818 for the year ago
period.

Revenues were $188,505 for the three months ended September 30,
2009, from $96,009 for the year ago period.  Revenues were
$335,738 for the nine months ended September 30, 2009, from
$211,254 for the year ago period.

At September 30, 2009, the Company had total assets of $1,415,410
against total liabilities of $9,412,040, resulting in
stockholders' deficit of $7,996,630.  The Company had an
accumulated deficit of $19,436,016 and a working capital
deficiency of $5,759,608 at September 30, 2009, and had a net loss
and cash used in operations of $1,515,533 and $595,774 for the
nine months ended September 30, 2009, respectively.

Currently, the Company is attempting to generate sufficient
revenues and improve gross margins by implementing a revised sales
strategy that was implemented in the second quarter 2009.  In
principle, the Company is redirecting its sales focus from direct
sales to domestic and international channel sales, where the
Company is primarily selling through a channel of Distributors,
Value Added Resellers, Strategic Partners and Original Equipment
Manufacturers.  The revenues from this approach are more lucrative
than selling direct, due to the increase in sales volume of
GuardedID(R) and ProtectID(R) through the channel partners.  This
strategy, if successful, should increase the Company's sales and
revenues allowing us to mitigate future losses.

In addition, management has raised funds through convertible debt
instruments and the sale of equity to alleviate the working
capital deficiency.  Through the utilization of the capital
markets, the Company is seeking to locate the additional funding
necessary to continue to expand and enhance its growth; however,
there can be no assurance the Company will be able to increase
revenues or raise additional capital.  The Company is currently in
negotiations with other investors, but the success of such
negotiations cannot be assured.

In the third quarter 2009, the Company executed contracts with two
international clients for its ProtectID(R) and GuardedID(R)
products, respectively.  The Company believes these contracts will
provide a continual steady increase to its revenues.  Until the
Company increases its customer base and realizes the increased
revenues from the recently signed contracts, the Company is
assuming it will continue as a going concern.

Management expects cash flows from operating activities to improve
by the second quarter of 2010, primarily as a result of certain
contracts, however no assurance can be given that such contracts
will materialize in revenue sufficient to meet operating expenses
and fund future operations.  If it fails to generate positive cash
flows or obtain additional financing when required, it may have to
modify, delay or abandon some or all of its business and expansion
plans.

StrikeForce Technical Services Corporation is a software
development and services company.  The Company owns the exclusive
right to license and develop various identification protection
software products that were developed to protect computer networks
from unauthorized access and to protect network owners and users
from identity theft.  The Company has developed a suite of
products based upon the licenses and the Company is seeking to
commercially exploit the products in the areas of financial
services, eCommerce, corporate, government and consumer sectors.
The Company's operations are based in Edison, New Jersey.


SUN COUNTRY: Plan Filing Extended to Feb. 2010; Buyer Shows Up
--------------------------------------------------------------
Liz Fedor at Star Tribune in Minnesota reports U.S. Bankruptcy
Judge Robert Kressel on Wednesday signed an order extending Sun
Country Airlines' exclusive period to file a reorganization plan
through February 5, 2010.

Ms. Fedor also relates Michael Meyer, Esq., Sun Country's lawyer,
said a potential buyer has emerged for Sun Country Airlines, but a
specific bid hasn't been made.  The report notes Sun Country
disclosed in a court filing it received "a letter of interest from
a qualified prospective buyer indicating a price which may be of
interest."  Mr. Meyer declined to name the interested party on
Thursday, but said he anticipates it will enter a period of due
diligence and fully evaluate the company before it would make a
firm offer.

According to Star Tribune, Sun Country told the Bankruptcy Court
in late November it had negotiated a proposed reorganization plan
with the creditors committee and others, in which its major
creditors would become shareholders.  But the airline said in its
court filing that it would be "premature" to take that path
because a strong bid could be made by the prospective buyer, the
report relates.

The report notes that with the support of the creditors committee,
Sun Country has been working with investment banker Raymond James
to solicit bids for the low-fare carrier.

                       About Sun Country

Based in St. Paul, Minnesota, MN Airlines, LLC, d.b.a. Sun Country
Airlines -- http://www.SunCountry.com/-- has earned a reputation
for offering world class service at an affordable price, was
recently named in the "Top Ten Domestic Airlines" by
Travel+Leisure and Cond, Nast Traveler for the third year in a
row.  The airline flies to popular destinations in the U.S.,
Mexico and the Caribbean.

Sun Country Airlines and its debtor-affiliates Petters Aviation
LLC and MN Airline Holdings Inc. filed separate petitions for
Chapter 11 relief on Oct. 6, 2008 (Bankr. D. Minn. Lead Case No.
08-45136).  Brian F. Leonard, Esq., Matthew R. Burton, Esq., at
Leonard O'Brien et al., represented the Debtors as counsel.  When
Petters Aviation LLC filed for protection from its creditors, it
listed assets of $50 million and $100 million, and the same range
of debts.


TASC INC: S&P Assigns Corporate Credit Rating at 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Chantilly, Virginia-based TASC Inc.
The outlook is stable.

S&P also assigned 'BB' issue-level and '1' recovery ratings to
TASC's proposed $690 million senior secured credit facilities.
The '1' recovery rating indicates S&P's expectations for very high
(90%-100%) recovery in the event of payment default.

The proposed senior secured credit facilities consist of a
$100 million revolving credit facility due 2014, a $200 million
term loan A due 2014, and a $390 million term loan B due 2015.
Proceeds would be used to partially fund the purchase of TASC from
Northrop Grumman (BBB+/stable/--) Ratings are based on preliminary
documentation and are subject to the proposed transaction closing
and review of final documents.  Pro forma for the transaction,
TASC would have $900 million in outstanding debt (including a
$310 million of privately placed unsecured notes, which S&P does
not rate).

"The ratings on TASC reflect potential revenue and profitability
pressure due an evolving competitive landscape for government
contractors," said Standard & Poor's credit analyst Susan Madison,
"and risks related to the company's transition to a stand-alone
company."  Its highly leveraged financial profile is another
factor.  TASC's long-standing customer relationship with key
intelligence and defense organizations within the U.S. government,
long-term contracts, consistent profitability and good cash flow
characteristics are partly offsetting factors.


TECHNIPOWER SYSTEMS: Chapter 11 Petition Filed
----------------------------------------------
BankruptcyData reports that Technipower Systems filed for Chapter
11 protection with the U.S. Bankruptcy Court in the District of
Connecticut, case number 09-52444.  The Company is represented by
James Berman of Zeisler & Zeisler.

U.S. Bankruptcy Judge Alan H. W. Shiff also filed a notice of
deficiency and notice of hearing.  The notice states, "...you may
not be entitled to bankruptcy protection because you filed your
bankruptcy petition without a certificate from an approved
nonprofit credit counseling agency, or a statement that describes
urgent and justifiable circumstances for your failure to file that
certificate, or a request for a determination by the court you are
unable to complete the credit counseling requirements because of
incapacity, disability, or active military duty in a combat zone."

Technipower Systems, Inc. (OTC:TECZ), formerly Solomon
Technologies, Inc., through its Motive Power and Power Electronics
divisions, develops, licenses, manufactures and sells precision
electric power drive systems, including those utilizing its
patented Electric Wheel, Electric Transaxle and hybrid and
regenerative technologies, as well as direct current power
supplies and power supply systems requiring high levels of
reliability and ruggedness for defense, aerospace, marine,
commercial, automotive, hybrid-electric and all-electric vehicle
applications.


TEKOIL & GAS: Wants Proposed Disclosure Statement Approved
----------------------------------------------------------
Tekoil & Gas Corporation and Tekoil and Gas Gulf Coast, LLC ask
the U.S. Bankruptcy Court for the Southern District of Texas to
approved the Proposed Disclosure Statement containing adequate
information of their Plan of Reorganization.

The Debtors also ask the Court to approve the date in relation to
their Plan:

   Voting Deadline       Feb. 4, 2010, at 5:00 p.m. Central Time
   Confirmation Hearing  Feb. 11, 2010
   Objections Deadline   Feb. 4, 2010, at 5:00 p.m. Central Time

According to the Disclosure Statement, the Plan provides that the
cash proceeds of the sales of the Debtors' assets in the estates
as of the effective date will be distributed to creditors.  In
addition, the Debtors will transfer all causes of action and
certain other assets to a Creditor Trust created under the Plan,
and the Creditor Trustee will make distributions from the net
proceeds of prosecuting and liquidating the causes of action and
other assets to holders of allowed general unsecured claims
pursuant to the Plan.

                       Treatment of Claims

The Debtors intend to treat certain claims as:

   -- Holders of Class 1A (Other Priority Claims against Tekoil -
      $16,800) and Class 1B (Other Priority Claims against Gulf
      Coast - $15,918) will receive from the Debtor, in full
      satisfaction, settlement and release of and in exchange for
      the Allowed Other Priority Claim.

   -- Holders of the Allowed Chambers County Secured Tax Claims
      ($957,128) will receive from Gulf Coast, in full
      satisfaction, settlement, release and discharge of and in
      exchange for the Allowed Chambers County Secured Tax Claims,
      cash in the amount of $957,128; provided that if the amount
      is paid after Dec. 31, 2009, then the amount will bear
      simple interest at the rate of 12% per annum from Jan. 1,
      2010 until paid in full.

   -- Holder of the Class 3A - Secured Tax Claims against Tekoil
      ($0) and Claims against Gulf Coast ($26,800) will receive
      from the Debtor, in full satisfaction, settlement, release
      and discharge of and in exchange for the Allowed Claim.

   -- Holders of Class 4A - J. Aron Secured Claim against Tekoil
      ($43,715,427) will receive a cash payment in the amount of
      $10 from Tekoil, in full satisfaction, settlement,
      compromise, release and discharge of and in exchange for the
      Allowed Class 4A J. Aron Secured Claim against Tekoil and
      all Liens in the Collateral securing the Claim.

   -- Holders of Class 4B - J. Aron Secured Claim against Gulf
      Coast ($43,715,427) will be entitled to receive from Gulf
      Coast, in full satisfaction, settlement, compromise, release
      and discharge of and in exchange for the Allowed Class 4B J.

   -- Class 5A - Other Secured Claims against Tekoil will contain
      separate subclasses for each other.  The Class 5A Claims of
      each Holder Secured Claim will be treated in a separate
      subclass, as:

   -- Classes 5A.1 and 5A.2: Exterran Energy Solutions, L.P. and
      J-W Power Company -- will be disallowed or withdrawn.
      Class 5A.2: J-W Power Co. - zero will retain its Lien in the
      collateral that secures the claims.

   -- Holder of Class 6A - General Unsecured Claims against
      Tekoil($42,048,876) and Class 6B - General Unsecured Claims
      against Gulf Coast($33,851,97911) will receive from the
      Creditor Trust in full satisfaction, release and discharge
      of and in exchange for the Claim, a Pro Rata share of the
      distributions available for Class 6 Creditors from the
      Creditor Trust.

   -- Class 11 - Interests in Gulf Coast will be canceled and
      extinguished, and the Holders of the interests will not
      receive or retain any property on account of the interests.

                Means of Implementation of the Plan

1. Vesting of Assets - the property and assets of each Debtor's
estate will revest in the respective Debtor on the effective date
free and clear of all claims and interests, but subject to the
obligations of the Debtors.  Commencing on the effective date, the
Debtors may deal with their assets and property and conduct their
businesses without any supervision by, or permission from, the
Bankruptcy Court or the Office of the U.S. Trustee, and free of
any restriction imposed on the Debtors by the Bankruptcy Code or
by the Bankruptcy Court during the bankruptcy cases.

2. Sources for Plan Distributions and Operations of Creditor Trust
- all cash necessary for payment of Allowed Claims to be paid in
cash by the Debtors under the Plan will be obtained from the
Debtors' cash on hand as of the effective date, and all other cash
received by the Debtors from any source after the effective date.

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

A full-text copy of the Plan of Reorganization is available for
free at http://bankrupt.com/misc/Tekoil&Gas_AmendedPlan.pdf

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- own interests in four oil and gas
properties, including the Trinity Bay, Redfish Reef, Fishers Reef,
and North Point Bolivar fields located in Galveston Bay, Texas.
The company was incorporated in Florida in 2004.  Edward L.
Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee
Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley
LLP, represent the Debtors as counsel.  David Ronald Jones, Esq.,
John F. Higgins, Esq., and Joshua Nielson Eppich, Esq., at Porter
& Hedges, LLP, represent the Official Committee of Unsecured
Creditors of Tekoil & Gas Corp. as counsel.  When Tekoil & Gas
Corp. filed for protection from its creditors, it listed assets of
$10 million to $50 million, and liabilities of $10 million to
$50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  Tekoil & Gas
Corporation filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270).  Tekoil and Gas Gulf Coast
filed a separate petition for Chapter 11 relief on Aug. 29, 2008
(Bankr. S.D. Tex. Case No. 08-80405).  Nancy Lee Ribaudo, Esq.,
and Patrick J. Neligan, Jr. at Neligan Foley LLP, represent Tekoil
and Gas Gulf Coast as counsel.

On October 1, 2008, the Court ordered the joint administration of
the Debtors' bankruptcy cases.


TH PROPERTIES: Court Pushes Lift Stay Hearing to December 10
------------------------------------------------------------
David Hare at The Mercury relates a federal judge said the hearing
to consider whether Bank of America should granted a lift stay
against TH Properties to recover more than $40 million in loans
was continued until Dec. 10, 2009, because the company and bank
are now in talks.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Barry E.
Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and
Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads
LLP represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500,000,000, and
debts between $10 million and $50 million.


TRANSAX INT'L: Ticker Symbol Changed From "TNSX" to "TNSXE"
-----------------------------------------------------------
Transax International Limited reports that on November 27, 2009,
the Company's ticker symbol was changed from TNSX to TNSXE.

Transax has received notice from the Financial Industry Regulatory
Authority that its common stock will be removed from trading on
the Over the Counter Bulletin Board at the opening of trade on
December 3, 2009.  The Company was informed that pursuant to FINRA
Rule 6350(e), the Company had been delinquent in its reporting
obligations for a third time in 24 months, and therefore would be
removed from the OTCBB at the open of trade on December 3, 2009.

The Company was delinquent in its third quarter 2009 financials
(Form 10Q) which was due by 5.30pm EST on November 23, 2009.  The
Company's filing was accepted by the SEC on November 24, 2009.
Although, the Company is not delinquent in any of its filings, it
remains subject to FINRA Rule 6530.

The Company was also notified that it was given up to 4.00pm EST
on December 1, 2009, to appeal the FINRA decision. Based on a
number of factors and the experience of many other companies in a
similar situation, the Company has not appealed the decision of
FINRA.

Accordingly the Company's securities will be removed from the
OTCBB at the open of trade on December 3, 2009.  The Company stock
will continue to be traded on the Over the Counter Pink Sheet
Market and the Company's ticker symbol will have the appended "E"
removed.  Prior to this event the Company was duly listed on both
the OTCBB and Pink Sheets.

The Company intends to remain fully reporting in accordance with
the requirements of the United States Securities & Exchange
Commission with the intention to reapply to be traded on the OTCBB
in one year time in accordance with FINRA rules.

Company management believes that the removal from the OTCBB may
not significantly affect the trading price of the stock, and
possibly could be favorable in that it is very difficult to effect
short sales of stock on OTC quoted securities.  Management
believes the result may be that the OTC trading will show more
accurately the real buying and selling transactions,

The Company plans to issue further updates as this situation
progresses in conjunction with the potential sale of its operating
subsidiary.

                           Going Concern

Since inception, the Company has incurred cumulative net losses of
$16,350,071, and has a stockholders' deficit of $6,298,104 and a
working capital deficit of $6,837,573 at September 30, 2009.
Since inception, the Company has funded operations through short-
term borrowings and the proceeds from equity sales to meet its
strategic objectives.  The Company's future operations are
dependent upon external funding and its ability to increase
revenues and reduce expenses.

Management believes that sufficient funding will be available from
additional related party borrowings and private placements to meet
its business objectives, including anticipated cash needs for
working capital, for a reasonable period of time.  However, there
can be no assurance that the Company will be able to obtain
sufficient funds to continue the development of its software
products and distribution networks. Further, since fiscal 2000,
the Company has been deficient in the payment of Brazilian payroll
taxes and Social Security taxes.  At September 30, 2009 and
December 31, 2008, the deficiencies (including interest and
penalties) amounted to $2,588,000 and $1,180,000, respectively.
This payroll liability is included as part of the accounts payable
and accrued expenses (short-term and long-term) within the
consolidated balance sheets.

On March 26, 2008, the Company executed a stock purchase and
option agreement with Engetech, Inc., a Turks & Caicos corporation
controlled and owned 20% by Americo de Castro, director and
President of Medlink Conectividade, and 80% by Flavio Gonzalez
Duarte or assignees.  In accordance with the terms and provisions
of the Agreement, the Company sold to the Buyer 45% of the total
issued and outstanding stock of its wholly owned subsidiary,
Transax Limited, which owns 100% of the total issued and
outstanding shares of (i) Medlink Conectividade, and (ii) Medlink
Technologies, Inc., a Mauritius corporation.  The Buyer had an
option to acquire the remaining 55%.

However, the Buyer has defaulted on payments and the Company is
renegotiating with the Buyer and its assignee to restructure the
contract.

At September 30, 2009, the Company cannot determine the outcome of
these negotiations.  If the negotiations are successful, the
Company may sell the remaining 55% of its operating subsidiary, at
which point the Company will have no continuing operations.  As a
result, there exists substantial doubt about the Company's ability
to continue as a going concern.

                   About Transax International

Transax International Limited, primarily through its 55% owned
subsidiary, Medlink Conectividade em Saude Ltda, is an
international provider of information network solutions
specifically designed for healthcare providers and health
insurance companies.  The Company's MedLink Solution enables the
real time automation of routine patient eligibility, verification,
authorizations, claims processing and payment functions.  The
Company has offices located in Plantation, Florida and Rio de
Janeiro, Brazil.  The Company currently trades on the OTC Bulletin
Board under the symbol "TNSX" and the Frankfurt and Berlin Stock
Exchanges under the symbol "TX6".

At September 30, 2009, the Company had $1,675,224 in total assets
against $7,973,328 in total liabilities, resulting in $6,298,104
stockholders' deficit.


TRONOX INC: Equity Panel Withdraws Exclusivity Termination Plea
---------------------------------------------------------------
The Official Committee of Equity Security Holders withdrew,
without prejudice, its request to terminate Tronox Inc.'s
exclusive period to propose a Chapter 11 plan of reorganization.

Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in
New York, relates that the Equity Committee filed the Exclusivity
Termination Motion to pursue its own plan of reorganization.  The
Equity Committee says it remains committed to pursuing this plan
as a workable sale alternative to maximize and preserve estate
value for the benefit of all stakeholders.

Ms. Dine relates that following the filing of the Exclusivity
Termination Motion, the Debtors have indicated a willingness to
coordinate with the Equity Committee to discuss the Equity
Committee's Plan Term Sheet and other proposals and alternatives
for a stand-alone reorganization of the Debtors.

The Equity Committee has maintained throughout the Chapter 11
cases that a consensual plan of reorganization is in the best
interests of all the stakeholders and is the right and natural
outcome for the Debtors' fundamentally healthy and profitable
operations, Ms. Dine tells the Court.

In withdrawing its termination motion, the Equity Committee
encourages all parties to focus more productively on the plan
process and to work together to formulate a confirmable plan of
reorganization that preserves and maximizes the value of these
estates for the benefit of all constituencies.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including
$646.9 million in current assets, as at September 30, 2008.  The
Company has $881.6 million in current debts and
$355.9 million in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of December
31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A
common stock and 22,889,431 outstanding shares of class B common
stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Huntsman-Led Auction Moved to December 21
-----------------------------------------------------
Judge Allan S. Gropper moved the auction of Tronox Inc.'s assets
to December 21, 2009, at 10:00 a.m. (ET).

Tronox Incorporated has entered into a "stalking horse" asset and
equity purchase agreement with Huntsman Pigments LLC, Huntsman
Australia R&D Company Pty Ltd. and Huntsman Corporation, under
which Tronox will sell substantially all of its assets relating to
its titanium dioxide and electrolytics business for $415 million,
absent higher and better bids for those assets.

Huntsman will be the stalking horse bidder at the auction.
Competing bids are due December 1.  Tronox will present to the
Bankruptcy Court the results of the Dec. 8 auction at a hearing on
December 10.

Huntsman will receive a $12.5 million break-up fee and up to $3
million in expense reimbursement if Tronox pursues another
transaction.  Tronox Inc. has negotiating a clause in the sale
agreement with Huntsman Corp. that allows it to cancel the deal if
it can get higher returns for creditors by pursuing a
reorganization plan.

Judge Gropper will convene a hearing on the following day,
December 22, to consider approval of the asset sale to Huntsman or
to the winning bidder.

The sale objection deadline is extended to December 15 solely with
respect to those parties to whom Tronox Inc. previously granted an
extension to the sale objection deadline.

Huntsman -- http://www.huntsman.com/-- is a global manufacturer
and marketer of differentiated chemicals.  It intends to purchase
Tronox's:

    * titanium dioxide facilities in The Netherlands and the
      United States, excluding the facility in Savannah,
      Georgia;

    * a 50% joint venture interest in another titanium dioxide
      facility in Australia and associated mining and other
      operations; and

    * electrolytic production facilities in the United States.

Various parties filed objections or responses to the sale to
Huntsman.  Hidalgo County, La Joya Independent School District,
City of Pharr, San Jacinto County and Fort Worth Independent
School District object to the Debtors' request to sell their
assets to Huntsman Corporation to the extent that the Motion seeks
to sell the real and business personal property encumbered by the
agencies' secured tax liens free and clear of their 2009 ad
valorem tax liens.

LaGrange Capital Partners, LP and LaGrange Capital Partners
Offshore Fund, Ltd., relates that they do not object to the Sale
provided some further protocol or mechanism is imposed to ensure
the preservation, maintenance, protection and availability of the
Debtors' books, records and other documents, in whatever form,
including native form, that may be relevant to the claims asserted
in the Securities Litigation and that the protocol be available to
Lead Plaintiffs and other parties-in-interest in the
proceedings.

Other parties-in-interest object to the Debtors' proposed
assumption of executory contracts and unexpired leases and
assignment of those leases and contracts to Huntsman Pigments LLC
and Huntsman Australia R&D Company Pty Ltd. or any other
Successful Bidder upon the closing of the Sale of the Debtors'
assets.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including
$646.9 million in current assets, as at September 30, 2008.  The
Company has $881.6 million in current debts and
$355.9 million in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of December
31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A
common stock and 22,889,431 outstanding shares of class B common
stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Wants Exclusivity Extension as Outcome Still "Unknown"
------------------------------------------------------------------
Tronox Incorporated and its debtor-affiliates ask Judge Allan L.
Gropper of the U.S. Bankruptcy Court for the Southern District of
New York to extend their exclusive period to file a plan of
reorganization through March 15, 2010, and their exclusive period
to solicit acceptances of that plan through May 15, 2010.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that during the Second Exclusivity Period, the Debtors
worked diligently to create alternatives to the bid submitted by
Huntsman Pigments LLC and Huntsman Australia R&D Company Pty Ltd.
not only by locating committed buyers to compete with Huntsman at
the auction, but also by pursuing a standalone reorganization as
an alternative to the sale.  The Debtors have made significant
progress in this endeavor, Mr. Henes says.

However, as the Court recently noted, the Debtors' Chapter 11
cases have not yet reached a crossroads.  Thus, Mr. Henese says,
while the positive developments in the business and the Debtors'
good faith effort and significant progress indicate that the
looming decision between a sale and reorganization will be
"difficult, but in the long run to everyone's advantage," the
outcome of the Chapter 11 cases remains unknown.  He avers that
the Debtors should be permitted additional time to build upon
their good faith, dedicated efforts to maximize value and bring
its dual path process to a successful conclusion.

Mr. Henes adds that the Debtors' continuing good faith efforts to
engage with their stakeholders were recently affirmed by a
notable development -- on November 22, 2009, the Official
Committee of Equity Security Holders withdrew its motion to
terminate the Exclusive Periods, citing its desire "to work
constructively with [the Debtors]."

Accordingly, Mr. Henes avers, the Debtors' pursuit of a possible
reorganization in the context of their dual path process is not
opposed by any key constituency.  For these reasons, the Debtors
submit that the requested extension of the Exclusive Periods is
warranted and is not intended to pressure stakeholders.

The Court will convene a hearing on December 10, 2009, at 11:00
a.m. (Eastern Time) to consider approval of the request.
Objections are due on December 7, 2009, at 4:00 p.m. (Eastern
Time).

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance  products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including
$646.9 million in current assets, as at September 30, 2008.  The
Company has $881.6 million in current debts and
$355.9 million in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of December
31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A
common stock and 22,889,431 outstanding shares of class B common
stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUMP ENTERTAINMENT: Noteholders Balk At Beal Plan
--------------------------------------------------
Law360 reports that a committee of Trump Entertainment Resorts
Inc. noteholders has lashed out at former Donald Trump ally Beal
Bank's pursuit of an independent bid to purchase three Trump
Entertainment casinos in Chapter 11 bankruptcy protection and cut
down the normal time frame to file objections to its plan.

As reported by the TCR on Nov. 27, 2009, secured creditor Beal
Bank -- which was previously working with shareholder Donald Trump
and management of Trump Entertainment Resorts for a plan that
would wipe out unsecured creditors -- is asking the Court to
slightly modify the plan confirmation schedule so that it can
propose its own plan for Trump Entertainment.

Beal Bank was told by the bankruptcy judge at a hearing
December 3 that if it filed a competing plan the next day, the
court would hold another hearing Dec. 14 for approval of the
disclosure statement explaining Beal's plan.

Bankruptcy Court Judge Judith H. Wizmur previously approved the
disclosure statements to the respective plans of Trump
Entertainment Resorts Inc., et al., and of the ad hoc group of
holders of 8-1/2% Senior Secured Notes due 2015.  The confirmation
hearing will be held at 10:00 a.m. (prevailing Eastern Time) on
Jan. 20, 2010; and will be continued on Jan. 21-22, 2010, and Jan.
26-27, 2010, if necessary.  Objections, if any are due Jan. 11,
2010, at 5:00 p.m. (prevailing Eastern Time.)

The management plan is based on an agreement reached by Beal Bank
and Donald Trump, which have agreed to a $100 million investment
that would give them control of the Company upon emergence from
bankruptcy.  Mr. Trump, however, announced in November that he and
his daughter would support a competing plan from noteholders.

                 Beal Bank vs. Unsec. Creditors

In July 2009, Trump Entertainment management filed a Chapter 11
plan built around the proposed sale of the company to shareholder
Donald Trump.  Under the original plan, Donald J. Trump and BNAC,
Inc., an affiliate of Beal Bank Nevada, will invest $100 million
cash in the newly private company and become its owners.  The
original plan provides for a 94% recovery for Beal Bank, the
secured creditor, and a wipe-out for lower ranked creditors.

The Ad Hoc Committee of Holders of the 8.5% Senior Secured Notes
Due 2015 filed a competing plan, which allows second lien
noteholders and general unsecured claimants to have distributions
in the form of 5% of the new common stock and subscription rights
to acquire 95% of the new common stock.

In September, Judge Judith Wizmur approved a request by the
noteholders of an examiner to investigate the Company's decision
to endorse a Chapter 11 plan backed by shareholder Donald
Trump.  The bondholders urged a probe as to whether the board
acted in good faith as unsecured creditors will be wiped out under
Donald Trump's plan while he would retain control of the Company.

On November 16, Donald Trump sent a letter to the Company
terminating their purchase agreement with BNAC, which was the
backbone of the management-sponsored Plan.  Mr. Trump said he has
exercised his rights to terminate the deal on various grounds
including as a result of the appointment of an examiner in the
Company's Chapter 11 cases and as a result of the confirmation
hearing in the bankruptcy cases being scheduled for after
January 15, 2010, which is the deadline in the Purchase Agreement
for confirmation of the Company's plan of reorganization.

Mr. Trump and daughter Ivanka Trump, which own shares in Trump
Entertainment, have also entered into an agreement with the
holders of 61% of the partnership's outstanding 8.5% Senior
Secured Notes due 2015.  Under the deal, Mr. Trump and his
daughter Ivanka have agreed to support the Chapter 11 plan
proposed by the noteholders and permit the Company to continue to
use the Trump name in connection with the Company's three casinos.

Pursuant to such agreement, Mr. Trump will receive 5% of the new
common stock in the Company to be issued under such noteholders'
proposed Chapter 11 plan of reorganization and warrants to
purchase up to an additional 5% of such common stock.

Neither Beal Bank, the Company's senior lender, nor the Company,
however, are parties to the settlement agreement among Mr. Trump
and such noteholders.

                   About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TSG INC: Asks for Court OK to Access Cash Collateral
----------------------------------------------------
TSG Incorporated seeks authority from the Hon. Stephen Raslavich
of the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania to use the cash collateral on an interim basis
securing their obligation to their prepetition lenders.

The Debtor owes PNC Bank, National Association, a total amount of
$4.9 million under three separate loans: (i) a term loan in the
original principal face amount of $6.5 million, of which
approximately $2.3 million is outstanding (the "Term Loan"),
(ii) a line of credit in the original principal face amount of
$2 million, of which approximately $1.745 million is outstanding
(the "Line of Credit"); and (iii) a line of credit (that was
subsequently converted into a term loan) in the original principal
face amount of $1.5 million, of which approximately $895,000 is
outstanding (the "Converted Line of Credit").

Michael J. Barrie, Esq., at Benesch Friedlander Coplan & Aronoff
LLP, the attorney for the Debtor, explains that the Debtor needs
the money to fund its Chapter 11 case, pay suppliers and other
parties.  The Debtors will use the collateral pursuant to a weekly
budget, a copy of which is available for free at:

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

The Debtor asks that (a) should it not use the projected levels of
the Cash Collateral budgeted for expenses within a particular
week, such unused amounts be deferred for later use, and (b) the
Debtor be permitted to exceed budgeted expenses in an amount not
to exceed 5% of total expenses (which variance will not affect
PNC's level of adequate protection).

In exchange for using the cash collateral, the Debtor proposes to
grant PNC replacements liens.  The Debtor will make periodic cash
payments to PNC.

The prepetition lender is represented by Matthew G. Summers, Esq.,
at Ballard Spahr LLP.

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.  The Company filed for Chapter 11 bankruptcy protection on
November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities.


TSG INC: Sec. 341 Creditors Meeting Set for January 7
-----------------------------------------------------
U.S. Trustee for Region 3 will convene a meeting of TSG
Incorporated's creditors on January 7, 2010, at 3:00 p.m. at
Office of the U.S. Trustee, Meeting Room, Suite 501, 833 Chestnut
Street, Philadelphia, PA 19107.

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.

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.
The Company filed for Chapter 11 bankruptcy protection on
November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities.


TSG INC: Taps Benesch Friedlander as Bankruptcy Counsel
-------------------------------------------------------
TSG Incorporated has sought the permission of the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ Benesch,
Friedlander, Coplan & Aronoff LLP as bankruptcy counsel, nunc pro
tunc to November 29, 2009.

Michael J. Barrie, a partner at Benesch Friedlander, says that the
firm will, among other things:

     a. attend meetings and negotiating with representatives
        of creditors and other parties in interest;

     b. prepare on behalf of the Debtor the necessary and
        appropriate applications, motions, pleadings, draft
        orders, notices, schedules, and other documents, and
        reviewing financial and other reports to be filed with
        the Court;

     c. advise and assist the Debtor in the negotiation and
        documentation of the refinancing or sale of its
        assets, debt and lease restructuring, executory
        contract and unexpired lease assumptions, assignments
        or rejections, and related transactions; and

     d. advise the Debtor in the formulation, negotiation, and
        confirmation of a plan or plans of reorganization and
        related documents.

According to Mr. Barrie, Benesch Friedlander will be paid based on
the hourly rates of its professionals:

       Professional                   Hourly Rate
       ------------                   -----------
     Raymond H. Lemisch, Partner          $595
     Michael J. Barrie, Partner           $395
     Jennifer R. Hoover, Associate        $360
     Kari B. Coniglio, Associate          $260
     Jennifer E. Smith, Associate         $240
     Lisa Behra, Paralegal                $190
     Elizabeth Hein, Paralegal            $230

Mr. Barrie assures the Court that Benesch Friedlander is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.
The Company filed for Chapter 11 bankruptcy protection on
November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities.


UAL CORP: Has Separation & Release Deal with Former Exec Lovejoy
----------------------------------------------------------------
Paul R. Lovejoy resigned as Senior Vice President, General Counsel
and Secretary of UAL Corporation and United Air Lines, Inc.,
effective November 1, 2009.  On December 2, 2009, the Human
Resources Subcommittee of the UAL Board approved the terms of a
separation agreement with Mr. Lovejoy, and an agreement was
entered into by the parties on that date.

Pursuant to the terms of the agreement, Mr. Lovejoy will receive
certain benefits, including cash payments equal to 12 months of
his base salary plus his target annual incentive amount (60% of
base salary).  These payments will be made semimonthly until
October 31, 2010.  Mr. Lovejoy will also be paid for his unused
vacation for 2009 and his accrued vacation for 2010.

Consistent with the terms of the UAL Corporation 2006 Management
Equity Incentive Plan and 2008 Incentive Compensation Plan, Mr.
Lovejoy will forfeit all unvested cash incentive and equity-based
awards and will have until January 31, 2010 to exercise vested
stock options.  In addition, Mr. Lovejoy will receive outplacement
consulting services and continuation of certain medical and life
insurance benefits through October 31, 2010.

Mr. Lovejoy will receive these benefits in consideration for
agreeing to certain covenants in the agreement including non-
competition, non-solicitation and confidentiality covenants for
the benefit of the Company, as well as a general release of
claims.  Through October 31, 2010, Mr. Lovejoy has agreed to
cooperate with the Company with respect to any matter relating to
matters he was involved with while employed by the Company.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


VISKASE COMPANIES: Moody's Upgrades Corp. Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Viskase Companies, Inc., to B2 from Caa1 and revised the ratings
outlook to stable from negative.  Moody's also upgraded the
speculative grade liquidity rating to SGL 2 from SGL 4 and
assigned a B2 rating to the new $160 million senior secured notes
due 2016.  Other instrument ratings are detailed below.

On December 4, 2009, Viskase launched the sale of $160 million of
senior secured notes due in 2016.  The proceeds from the
transaction will be used to repay outstanding borrowings under the
company's $25 million revolving facility (not rated by Moody's),
redeem the outstanding 11.5% senior secured notes due 2011 and
repay a capital lease obligation.  The balance of the proceeds
will be used for general corporate purposes and to pay transaction
fees and expenses.  The borrower will be Viskase Companies, Inc.

The upgrade of the Corporate Family Rating and outlook reflects
the significant improvement in the competitive environment, the
company's success in its productivity initiatives and the
improvement in credit metrics.  The upgrade also reflects an
anticipation of continued tight industry capacity and strong end
user demand over the rating horizon, the improved liquidity
resulting from the transaction, and the current level of cushion
Viskase has within the rating category.  Tight industry capacity
has enabled several product price increases which have improved
profitability and credit metrics.  Profitability has been further
bolstered by the company's productivity initiatives.  Industry
capacity is anticipated to remain tight and demand strong over the
rating horizon.

The ratings are constrained by the company's lack of scale,
concentration of sales, and lack of long term contracts with
customers.  The rating also reflects the nascent competitive
equilibrium, foreign currency exposure and primarily commoditized
product line.  The company's revenue base is small for the rating
category and highly concentrated in one product line.
Approximately 50% of sales are in foreign currencies while all
debt is denominated in U.S dollars.  While industry overcapacity
has been eliminated and pricing power restored, the competitive
equilibrium has only recently been established and does not yet
have a long term track record.

The upgrade of the speculative grade liquidity rating to SGL-2
from SGL-4 reflects the pro-forma full availability under the
$25 million asset based revolver (not rated by Moody's) and
relatively significant cash balance as well as an anticipation of
adequate free cash flow.

Moody's took these rating actions for Viskase Companies, Inc.:

* Upgraded Corporate Family Rating to B2 from Caa1

* Upgraded Probability of Default Rating to B2 from Caa1

* Assigned $160 million senior secured notes due 2016 B2 (LGD 3
  45%)

* Upgraded $98 million 11.5% senior secured notes due 2011 to B2
  (LGD 3 45%) from Caa1 (LGD 4, 54%) (to be withdrawn upon
  completion of the transaction)

* Upgraded Speculative Grade Liquidity Rating to SGL-2 from SGL-4

The rating outlook is revised to stable from negative.

The ratings are subject to receipt and review of the final
documentation.

Moody's last rating action on Viskase occurred on October 30,
2008, when Moody's revised outlook to negative and affirmed the
company's Caa1 corporate family rating.

Headquartered in Darien, Illinois, Viskase Companies, Inc., is a
producer of cellulose, fibrous and plastic casings for hot dogs
and sausages, lunch meats, hams and other processed meat and
poultry products.  Revenues for the twelve months ended
September 30, 2009, were $291 million.


VISKASE COS: S&P Raises Corporate Credit Rating to 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Darien, Illinois-based Viskase Cos. Inc. to 'B-' from
'CCC+', and removed all ratings from CreditWatch with positive
implications, where S&P had placed them on Nov. 17, 2009.  The
outlook is positive.

At the same time, S&P assigned a 'B-' issue-level rating (the
same as the corporate credit rating) to the company's proposed
$160 million senior secured notes due 2017.  S&P also assigned a
'3' recovery rating to the notes, indicating S&P's expectation of
meaningful (50%-70%) recovery in a default scenario.  S&P is
basing the ratings on preliminary terms and conditions.

S&P's expectations of steady demand and limited excess capacity in
cellulosic casings should sustain operating margins around the
midteens level and generate positive operating cash flow over the
coming year.  However, risk remains that price competition could
return, particularly in the noncellulosic markets.  In addition,
Viskase's limited free operating cash flow implies that it will
not significantly reduce its debt burden in the near term.

"We could raise the ratings if Viskase can sustain credit
measures, and its liquidity improves with consistently positive
free operating cash flows," said Standard & Poor's credit analyst
Ket Gondha.  "However, if operating results diminish or unexpected
cash outlays deplete Viskase's liquidity, such that cash balances
remain below $20 million, or if price competition erupts across
the industry, S&P could revise the outlook to stable or lower the
ratings."


WHITE ENERGY: Denied Third Extension of Plan Exclusivity
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
declined to grant White Energy Inc. a third extension of its
exclusive right to propose a Chapter 11 plan, Bill Rochelle at
Bloomberg News reported.

Bloomberg relates that before the Chapter 11 filing in May, the
company negotiated a plan where secured lenders, owed more than
$300 million, would receive substantially all of the new stock
plus a new $150 million secured term loan.

According to the report, the lenders objected to an extension of
exclusivity, saying there was no need to further delay the filing
of the plan and explanatory disclosure statement.

                        About White Energy

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- owns three ethanol plants.  White
Energy's plants have a combined capacity of producing 240 million
gallons of ethanol a year, making it one of the 10 largest ethanol
producers in the U.S. and the second-largest gluten maker.  Two
plants are in Texas with the third in Kansas.  White spent $323
million building the plants in Texas.

The Company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601).  Michael R.
Lastowski, Esq., at Duane Morris LLP, represents the Debtors in
their restructuring efforts.  The Debtors tapped The Garden City
Group Inc. as claims agent.  On the petition date, White Energy
disclosed assets and debts ranging from $100 million to
$500 million.


WORLDSPACE INC: Plan Exclusivity Extended Until January 31
----------------------------------------------------------
According to Bill Rochelle at Bloomberg News, WorldSpace Inc.
sought and obtained a third extension of the exclusive right to
propose a Chapter 11 plan.  WorldSpace's exclusive period now
expires Jan. 31.

Liberty Satellite Radio LLC is providing $4.3 million in financing
while considering what WorldSpace called "a strategic
transaction."  Liberty purchased the existing debtor-in-possession
loan in early September.  An approved sale of the business to
Yenura Pte was terminated following default by the buyer.

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
Nos. 08-12412 to 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


W.R. GRACE: Bank Lenders Reiterate Arguments on Impairment Issues
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors and the Bank Lenders
maintain that under the First Amended Joint Plan of
Reorganization, W.R. Grace & Co.'s shareholders retain their
interests.  Therefore, senior classes, including general unsecured
creditors like the Bank Lenders, must be paid in full, including
postpetition interest, Lewis Kruger, Esq., at Stroock & Stroock &
Lavan LLP, in New York, asserts.

"[T]he law requires that the Bank Lenders' contractual rights be
honored, absent 'compelling equitable considerations," Mr. Kruger
explains, citing In re Dow Corning Corp., 456 F.3d 668, 679 (6th
Cir. 2006).

As previously reported, the Debtors, along with the Plan
Proponents note that in any event, the Bank Lenders' allegations
of the Debtors' unfair treatment of their Claims do not hold any
merit, and that the Plan is confirmable.

The Bank Lenders consist of (i) Anchorage Advisors, LLC; (ii)
Babson Capital Management LLC; (iii) Bass Companies; (iv) Caspian
Capital Advisors, LLC; (v) Catalyst Investment Management Co.,
LLC; (vi) Farallon Capital Management, L.L.C., (vii) Halcyon Asset
Management LLC; (viii) Intermarket Corp.; (ix) JP Morgan Chase,
N.A. Credit Trading Group; (x) Loeb Partners Corporation; (xi) MSD
Capital, L.P.; (xii) Normandy Hill Capital, L.P.; (xiii) Onex Debt
Opportunity Fund Ltd.; (xiv) P. Schoenfeld Asset Management, LLC;
(xv) Restoration Capital Management, LLC; (xvi) Royal Bank of
Scotland, PLC, and (xvii) Visium Asset Management LLC.

Grace fails to point to any compelling equitable considerations in
the record to justify not paying the Bank Lenders the default
interest required by their contracts, Mr. Kruger tells Judge
Fitzgerald.

"A Plan that fails to comply with the bankruptcy laws cannot be
'perfect.'  Indeed, absent payment of the default rate to the Bank
Lenders, the Plan is not even confirmable," Mr. Kruger avers.

Morgan Stanley Senior Funding, Inc., contends that in relation to
issues hounding the Bank Lenders, the Debtors attempt to create
unimpairement through a cash-out of unsecured Class 9 creditors,
which fails to justify these "fundamental defects" of the Debtors'
First Amended Chapter 11 Plan of Reorganization:

  (1) Morgan Stanley's claim remains unimpaired because
      interest at the rate provided in Morgan Stanley's
      Contract Rate with the Debtors will not be paid with
      respect of Morgan Stanley's allowed claim on the
      Effective Date of the Plan.

  (2) The Debtors cannot satisfy the cramdown standards under
      Section 1129(b) of the Bankruptcy Code, because the Plan
      violates the absolute priority rule by permitting equity
      holders to retain their valuable interests when
      (i) Class 9 has rejected the Plan, and (ii) holders of
      Class 9 Allowed Claims are not being paid in full.

The Debtors have also previously argued that the Amended Plan will
pay Morgan Stanley its allowed claim in full along with whatever
rate of interest as the Court determines appropriate.

The Bank Lenders argued that the Debtors defaulted on their
obligations under the credit agreements and triggered the default
rate of interest, but are improperly classifying the Bank Lender
Claims as "unimpaired."

According to Morgan Stanley's counsel, R. Craig Martin, Esq., at
Edwards Angell Palmer & Dodge LLP, in Wilmington, Delaware, the
Debtors take the plainly incorrect position that Section 502(b)(2)
of the Bankruptcy Code bars the payment of postpetition interest
under any circumstance.  "Not only the Debtors warp Section
502(b)(2)'s purpose, but the argument is inconsistent with . . .
Section 1129(a)(7)," Mr. Martin points out.

The Debtors, Mr. Martin adds, also improperly seek to shift the
burden of proof on the issue of solvency away from the Plan
Proponents.

"The simple reality is that the Debtors are solvent as of the
Effective Date, and accordingly, they must pay the Morgan Stanley
claim in full, plus interest at the Morgan Stanley Contract Rate,"
Mr. Martin tells the Court.

               Debtors Address Impairment Arguments

The Debtors reiterate that the Creditors' Committee and the
Lenders continue to ignore the fact that the "so-called defaults"
were solely a function of Grace's bankruptcy filing, and then by
failing to pay principal and interest under the Credit Agreements
while the bankruptcy was pending.

The Creditors' Committee and the Lenders have argued that they are
"somehow impaired" because they will not receive postpetition
interest until the Court resolves the demand for their demand for
default interest on a final basis.  However, the "impairment"
referred to in the argument "is solely a function of the
Bankruptcy Code and thus, does not qualify as impairment under
Section 1124(1), the Debtors assert.

In addition, Section 502(b) of the Bankruptcy Code specifically
calls for the litigation of a claim before any liability can be
imposed on the debtor, David M. Bernick, Esq., at Kirkland & Ellis
LLP, in New York, explains.

Moreover, under Section 1124(1) of the Bankruptcy Code, a claim is
only impaired if there is some alteration of the "legal,
equitable, and contractual rights to which such claim or interest
entitles the holder of such claim or interest," which is
questionable as it relates to the Bank Lenders.

The Official Committee of Equity Security Holders and the Official
Committee of Asbestos Personal Injury Claimants filed separate
joinders to the Debtors' response.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Gets Court Nod for Town of Acton Settlement
-------------------------------------------------------
W.R. Grace & Co., Inc. obtained approval of a settlement agreement
they entered into with the Town of Acton, Massachusetts, to
"resolve with finality" a longstanding dispute between the parties
regarding certain sewer betterment assessments on certain
properties owned by W.R. Grace & Co.-Conn.

The Town of Acton adopted a Sewer Assessment By-Law in 1988, as
amended in 1999, which established procedures for assessment of
properties to be served by the new Middle Fort Pond Brook Sewer
Project.  In March 2001, the Town of Acton offered all owners of
property, which were assigned Estimated Assessments, including the
Debtors, the opportunity to pay the Estimated Assessments over 30
years.

Accepting the proposed Option, the Debtors acknowledged that a
lien would exist against the Property for the unpaid portion of
the total Estimated Assessments.  At the same time, however, the
Debtors preserved their right to appeal the Final Assessments that
accrued.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, recalls that the Sewer Betterment
Assessments were previously addressed by a settlement agreement
dated October 1, 2008, between the Debtors and Town of Acton,
which resolved tax abatement issues and provided procedures to
resolve the Assessments.

Negotiations pursuant to the 2008 Settlement Agreement have now
resulted in the 2009 Settlement Agreement, Ms. Jones says.

The key terms of the 2009 Settlement Agreement provide for

  (1) allowance of the Town of Acton's Claim No. 4384, as an
      Administrative Expense Claim for $2,162,677;

  (2) agreement of (i) the Town of Acton to abate the Sewer
      Betterment Assessments and (ii) the Debtors to make
      payments in satisfaction, and acknowledge the security,
      of those Assessments

  (3) the Parties' agreement of the amount of permitted sewer
      usage in the event that Grace's Acton Property is
      developed in the future; and

  (4) granting a conservation restriction.

Ms. Jones reasons out that the 2009 Settlement Agreement warrants
approval because it resolves a longstanding issue regarding the
Sewer Betterment Assessments, pursuant to which the Debtors faced
significant legal risk.  In addition, the Agreement reduces and
fixes the Debtors' obligations as to the Assessments and provides
certainty to creditors regarding those obligations.

Moreover, the Agreement obviates any risk to the Debtors of
additional or increased obligations arising from the Sewer
Betterment Assessments.  Settling the Claims pursuant to the
Assessments will curtail potentially significant transaction and
litigation costs from accruing in the future, Ms. Jones tells
Judge Fitzgerald.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Libby Claimants, et al., Oppose Plan Confirmation
-------------------------------------------------------------
Parties-in-interest to the Chapter 11 cases of W.R. Grace & Co.,
and its debtor affiliates submitted to Judge Judith K. Fitzgerald
of the United States Bankruptcy Court for the District of Delaware
separate briefs in response to the Phase II hearing to consider
confirmation of the First Amended Chapter 11 Plan of
Reorganization.

Largely repeating their arguments, claimants injured by exposure
to asbestos from the Debtors' operations in Lincoln County,
Montana, cite "a problem of credibility in the Plan Proponents'
briefs . . . because citations to the record do not support
contentions made in their briefs."

On behalf of the Libby Claimants, Adam G. Landis, Esq., at Landis
Rath & Cobb LLP, in Wilmington, Delaware, specifies that, among
other things, the Plan is not best interest of the creditors
pursuant to Section 1129(a)(7) of the Bankruptcy Code, "given that
the Plan drives down the Chapter 11 recovery percentage to
personal injury claimants by paying unsecured creditors and
property damage claimants 100% of the value of their claims, and
preserving nearly $1 billion for Grace's shareholders."

Moreover, the Plan Proponents -- consisting of W.R. Grace & Co.,
et al., and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants and the Official Committee of
Equity Security Holders -- ignore alternative estimates projecting
their personal injury liabilities to be far less, and further
ignore the reality that a Chapter 7 Liquidation could not possibly
compensate future claimants who would have no ability to file a
proof of claim for lack of any existing disease, Mr. Landis
asserts.

OneBeacon America Insurance Company and Seaton Insurance Company,
hold that the Plan Proponents cannot justify the Plan's "multiple
illegal provisions," which allegedly include (i) a Successor
Claims Injunction, (ii) non-consensual, third-party releases of
certain non-debtors, (iii) an Asbestos PI Channeling Injunction
and Asbestos PD channeling Injunction, (iv) improperly classified
contract claims, (v) purporting to effect the assignment of the
Debtors' alleged remaining interests in a Seaton policy, (vi) the
creation of an Asbestos PI Trust that will be controlled by
members that are burdened with irreconcilable conflicts of
interest, and (vii) improper establishment of two trusts.

The "illegal provisions" run conflict with Sections 1129(a)(1),
1129(a)(3), 524(e), and 524(g) of the Bankruptcy Code and should
be denied, according to the OneBeacon Entities.

Continental Casualty Company, Transportation Insurance Company and
affiliates complain that the Plan Proponents are "misguided" in
their contention that Insurance Companies that are not creditors
of the Debtors have no standing to object to the Plan other than
issues related to the transfer of Asbestos Insurance Rights and
the Plan's treatment of Asbestos Insurance Reimbursement
Agreements.

Separately, several other parties-in-interest oppose the
confirmation of the Plan, including:

  * Longacre Master Fund, Ltd. and Longacre Capital Partners
    (QP), L.P., which argue that "the Debtors should be
    stopped from using the classification process, in a Plan
    where equity holders are to retain significant value, to
    obtain a windfall at the expense of Longacre;"

  * Garlock Sealing Technologies, LLC, which avers that
    identifying Grace in the Asbestos PI Channeling Injunction
    is not fair and equitable because contribution demand
    holders receive no benefit from Grace's trust
    contributions;

  * BNSF Railway Company, which notes that the Plan
    impermissibly discriminates against BNSF by improperly
    eviscerating its contractual rights to full indemnity
    pursuant to various agreements between Grace and BNSF;

  * the State of Montana, which maintains that the Plan fails
    to comply with Section 524(g) of the Bankruptcy Code by
    improperly subjecting Montana's requests for contribution
    and indemnification to the Asbestos Personal Injury Trust.

  * Arrowood Indemnity Company, formerly known as Royal
    Indemnity Company, which cites non-equitable treatment of
    claims under the Plan; and

  * Anderson Memorial Hospital, which reiterates its arguments
    regarding the feasibility of the Plan.

Anderson also filed with the Court a notice correcting certain
record citations in a previously filed Post-Trial Brief dated
November 2, 2009.

The Government Employees Insurance Company and Republic Insurance
Company, now known as Starr Indemnity & Liability Company; and AXA
Belgium as Successor to Royale Belge SA filed separate joinders in
support of the arguments raised by the Objecting Parties.

    MCC, et al: Plan Confirmable Upon Certain Conditions

Maryland Casualty Company says that if confirmed, the First
Amended Plan of Reorganization will implement the Asbestos
Personal Injury Channeling Injunction, which will fully and
permanently protect MCC from and against any and all Asbestos PI
Claims, including, inter alia, third party claims against MCC
arising from or relating to the Debtors, their products or their
operations.

No other party challenges MCC's position that the Asbestos PI
Channeling Injunction fully and permanently enjoins the Libby
Claims and all other Third Party Claims against MCC.  Hence, the
Plan should be confirmed, MCC maintains.

Kaneb Pipe Line Operating Partnership L.P., and Support Terminal
Services, Inc., contend that the Court should confirm the Plan
only upon an express finding that the Successor Claims Injunction,
as defined in the Plan, does not prohibit Kaneb from enforcing its
separate property rights in certain insurance policies.

Sealed Air Corporation and Cryovac, Inc., believe that the
arguments of the Objecting Parties "are without merit as to
provisions of the Plan that provide for protections in favor of
the Sealed Air Indemnified Parties," as defined in the Plan.  The
Objections, therefore, should be overruled, according to Sealed
Air.  Sealed Air also reserves all rights with respect to any Plan
modifications, objections and briefs that may be filed or made.

          Plan Proponents Address Plan Objections

In a 120-page Main Brief responding to the Plan Objections, the
Plan Proponents maintain that the Plan "has been proposed in good
faith and not by any means forbidden by law," contrary to the
assertions of the State of Montana, the Official Committee of
Unsecured Creditors and the Bank Lender Group.

The Debtors' counsel, David M. Bernick, Esq., at Kirkland & Ellis
LLP, in New York, notes that evidence introduced at the Phase II
Confirmation Hearing demonstrates that:

  * the settlements executed to accomplish the Joint Plan were
    negotiated at arm's length;

  * the Plan is overwhelmingly supported by the impaired
    classes; and

  * various technical amendments have been made to the Plan to
    accommodate the concerns of objecting parties.

The Plan Proponents specifically strike the objection of the Libby
Claimants, explaining along with all other Class 6 Claimants, the
Libby Claimants would not receive more in a liquidation proceeding
under Chapter 7 of the Bankruptcy Code than they will receive
under the Joint Plan.

The Plan Proponents also refute the feasibility issues raised by
Anderson Memorial Hospital and the State of Montana, reiterating
that the arguments "lack basis in law or fact."  Anderson
specifically asserts that it can "imagine" scenarios in which the
Debtors' projections relating to feasibility might be incorrect,
but AMH's "imagination" is no substitute for actual evidence," Mr.
Bernick tells Judge Fitzgerald.

Mr. Bernick further contends that the classifications of Claims
under the Plan satisfy the requirements of Section 1122(a) of the
Bankruptcy Code.  Hence, the arguments of Longacre Master Fund,
Burlington Northern & Santa Fe Railroad and Montana lack merit.

In a separate brief, the Plan Proponents noted that the Libby
Claimants' arguments continue to reflect an urgent desire for
special treatment in search of some viable theory under the
bankruptcy law that would mandate that treatment.  "[However], the
compass of the bankruptcy law points in the opposite direction --
toward equal treatment, Philip Bentley, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York, explains on behalf of the
Plan Proponents.

The Plan Proponents reiterate that contrary to the arguments of
the Objecting Parties, the Plan complies with all applicable
provisions of the Bankruptcy Code and should therefore be
confirmed.

In a separate request, the Plan Proponents sought the Court's
authority to consolidate their Post-Trial Response Briefs and
exceed the single brief page limitation.  Consolidation of the
Plan Proponents' Briefs will allow them to present the Court with
an efficient and logically organized set of responsive post-trial
briefs that address all of the arguments and proposed findings set
forth in the 19 post-trial briefs filed by various Plan objectors,
Mr. Bernick reasons out.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Bankruptcies on Pace to Rise 31.2% in 2009
--------------------------------------------
Bill Rochelle at Bloomberg News reports that bankruptcy filings
rose to 115,000 in November, up 19.6% over the same period in
2008.

If filings in December are the same as November, the total for the
year will be about 1.45 million, a 31.2% increase over the
1.1 million in 2008.  There have been approximately 14,000
companies filing to reorganize or liquidate in Chapter 11 through
the first 11 months of 2008, already 38% more than the
approximately 10,100 Chapter 11 filings in all of 2008.

"All the fundamentals are there for a very difficult
bankruptcy environment," said Zach Pandl, an economist at
Nomura International Securities Inc. in New York, according to a
report by Bill Rochelle and Bob Willis at Bloomberg.  "Conditions
are getting worse in the labor market and small businesses are
distressed, with limited access to credit and a big debt
overhang."

Bankruptcy filings in 2008 represented a 32% increase from the
more than the 827,000 in 2007 and up 86% from the 590,500 filings
in 2006.

The all-time record for bankruptcy filings was 2.1 million set in
2005, when filings surged just before changes in federal
bankruptcy laws made it more difficult for individuals to erase
debts.


* Economic Crisis Expected to End in 1st Qtr. 2010, Survey Reveals
------------------------------------------------------------------
Hunt Valley, MD-based international trade credit insurer Atradius
last week released its Global Economic Crisis Survey based on more
than 3,500 interviews with executives and senior managers from
companies in North America, Europe, Asia and Australia.  The
survey was designed to learn business leaders' views on current
economic indicators, including:

   -- Viability of their businesses, industries and financial
      institutions.

   -- Value of government interventions.

   -- Business practice modifications to maintain cash flow
      and prevent payment defaults.

"This survey provides us with a current snapshot of the global
business community and our domestic economy," said Brett Halsey,
President, Atradius Trade Credit Insurance, Inc., part of the
Atradius Group, which manages insured trade worth more than $20
billion annually.  "Economists' forecasts and insights from policy
leaders are helpful, but when it comes to managing risks and
uncovering new business channels in this economic environment, it
is vital to understand how business decision makers are modifying
their practices and planning for a recovery."

Key survey findings include:

Recovery Timeline

   -- Nearly 40 percent of global respondents expect the
      economic crisis to end in the first quarter of 2010.
      Sixty-six percent of US respondents anticipate a rebound
      in business by the end of 2010.

   -- Fifty percent of US respondents believe their companies'
      financial position will stabilize at the end of 2009,
      and 30 percent anticipate an improvement in their
      financial stability by this year's end.

Atradius crisis survey, 2 of 2

Impact on Business Practices-US respondents

   -- Thirty-four percent have suffered a decrease in their
      access to financing.

   -- The US remains one of the most pessimistic countries
      surveyed when it comes to expectations of failures of
      large banks and financial institutions, with nearly half
      reporting an anticipated increase in failures.

   -- Forty percent have changed their credit terms,
      34 percent have increased their use of outsourced
      collection services, and 41 percent have increased the
      frequency of their buyers' credit reviews.

   -- Finding new markets or sales channels for products and
      services (50 percent) and placing a heightened focus on
      customer service (58 percent) have proven essential
      elements for business continuity, as have gaining access
      to financing and conducting staff level reviews.

   -- Thirty-two percent are considering or have begun using
      credit insurance as a risk mitigation tool.

Government Stimulus Efforts

   -- In 17 of the 20 surveyed countries, more than 40 percent
      responded that they have experienced no impact from
      government initiatives to stimulate the economy.

   -- In the US, 56 percent think the government's efforts
      thus far have largely been ineffective, and 62 percent
      think the government should stimulate economic growth
      through tax cuts and incentives with only 1 percent
      reporting favor with additional tax increases.

"To effectively manage risk and capitalize on economic
opportunities in this market requires an understanding of business
leaders' mindset-what actions boost confidence, which in turn
inspires activity and the capital gains needed for long-term
investments," added Mr. Halsey.  "Recovery rests with our
economy's business leaders, which is why these insights and this
level of outreach are so significant to our business endeavors
related to protecting companies from the risk of catastrophic
losses and uncovering new areas of economic opportunity worthy of
investment."

The full "Atradius Global Economic Crisis Survey" can be
downloaded from http://www.atradius.com.

                           About Atradius

The Atradius Group provides trade credit insurance, surety and
collections services worldwide, and has a presence in 42
countries.  Its products and services aim to reduce its customers'
exposure to buyers who cannot pay for the products and services
they buy.  With total revenues of more than EUR1.8 billion and a
31% share of the global trade credit insurance market, its
products help protect companies throughout the world from payment
risks associated with selling products and services on credit.
With 160 offices, it has access to credit information on 52
million companies worldwide and makes more than 22,000 trade
credit limit decisions daily.


* U.S. Economy Sheds Fewer Jobs in November
-------------------------------------------
The Labor Department reported Friday that the U.S. economy shed
11,000 jobs in November, and the unemployment rate fell to 10%,
down from 10.2% in October.

Bloomberg News notes that during the month, the economy lost
11,000 jobs, the fewest in almost two years.  Even so, the economy
has lost the most jobs over the past two years since the Great
Depression.

Foreclosure filings in the U.S. climbed to a record in the third
quarter as lenders seized more properties from delinquent
borrowers, according to RealtyTrac Inc. in Irvine, California.


* Bankruptcy Attorneys Dominate at Brown Rudnick
------------------------------------------------
With nearly 30 percent of its attorneys devoted to bankruptcy
work, Brown Rudnick LLP has the heaviest concentration of
bankruptcy lawyers among firms with 100 or more lawyers, according
to Law360's 2009 practice area survey.


* Dickstein Lands White & Case Bankruptcy Veteran
-------------------------------------------------
Dickstein Shapiro LLP has snagged Sam Alberts - the former leader
of White & Case LLP's Washington restructuring group - for its
bankruptcy and creditors' rights practice, Law360 reports.


* Law360 Ranks Largest Bankruptcy Practices
-------------------------------------------
Kirkland & Ellis LLP, Bingham McCutchen LLP and Skadden Arps Slate
Meagher & Flom LLP topped the Law360 Bankruptcy 100 this year,
boasting the largest bankruptcy practices in the United States,
measured by the number of practicing lawyers.

Law360 reports that when the recession hit, Kirkland & Ellis LLP
was well-positioned to vie for the enormous amount of bankruptcy
work generated, thanks in part to the firm's deliberate approach
to building its 115-lawyer restructuring team.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                         Total
                                              Total     Share-
                                   Total    Working   holders'
                                  Assets    Capital     Equity
  Company          Ticker          ($MM)      ($MM)      ($MM)
  -------          ------         ------    -------   --------
AUTOZONE INC        AZO US       5,318.40    (145.02)   (433.07)
DUN & BRADSTREET    DNB US       1,600.30    (181.70)   (720.30)
CLOROX CO           CLX US       4,598.00    (665.00)    (47.00)
BOEING CO           BA US       58,667.00  (1,822.00)   (877.00)
MEAD JOHNSON-A      MJN US       1,964.30     502.30    (697.50)
BOARDWALK REAL E    BEI-U CN     2,405.68        N.A.    (36.79)
BOARDWALK REAL E    BOWFF US     2,405.68        N.A.    (36.79)
BOEING CO           BAB BB      58,667.00  (1,822.00)   (877.00)
TAUBMAN CENTERS     TCO US       2,607.20        N.A.   (466.57)
NAVISTAR INTL       NAV US       9,384.00     180.00  (1,294.00)
UNISYS CORP         UIS US       2,741.10     186.80  (1,145.50)
CHOICE HOTELS       CHH US         353.03     (13.42)   (132.91)
WEIGHT WATCHERS     WTW US       1,076.72    (329.14)   (748.21)
LINEAR TECH CORP    LLTC US      1,466.40     993.39    (163.78)
CABLEVISION SYS     CVC US      10,128.00    (111.68) (5,193.36)
IPCS INC            IPCS US        559.20      72.11     (33.02)
MOODY'S CORP        MCO US       1,874.20    (305.80)   (647.50)
WR GRACE & CO       GRA US       3,936.80   1,095.10    (312.30)
ARTIO GLOBAL INV    ART US         280.40        N.A.    (33.37)
IMS HEALTH INC      RX US        2,110.52     230.86     (42.68)
AFFYMAX INC         AFFY US        144.93       7.14      (2.73)
DISH NETWORK-A      DISH US      8,658.74     710.57  (1,381.37)
PETROALGAE INC      PALG US          3.23      (6.62)    (40.14)
SUN COMMUNITIES     SUI US       1,189.20        N.A.    (95.46)
HEALTHSOUTH CORP    HLS US       1,754.40      35.90    (534.50)
REVLON INC-A        REV US         802.00     105.40  (1,043.40)
SUCCESSFACTORS I    SFSF US        181.33       3.21      (2.59)
ARTIO GLOBAL INV    A1I GR         280.40        N.A.    (33.37)
TENNECO INC         TEN US       2,939.00     233.00    (213.00)
NATIONAL CINEMED    NCMI US        607.80      85.00    (504.50)
OVERSTOCK.COM       OSTK US        144.38      34.09      (3.10)
REGAL ENTERTAI-A    RGC US       2,512.50     (13.60)   (258.50)
THERAVANCE          THRX US        183.47     123.53    (175.21)
JUST ENERGY INCO    JE-U CN      1,378.06    (392.04)   (350.05)
CHENIERE ENERGY     CQP US       1,918.95      28.24    (472.03)
OCH-ZIFF CAPIT-A    OZM US       1,976.06        N.A.    (88.36)
VENOCO INC          VQ US          715.17     (13.00)   (169.00)
PALM INC            PALM US        793.95    (269.46)   (454.17)
CARDTRONICS INC     CATM US        457.20     (41.75)     (8.29)
INTERMUNE INC       ITMN US        157.15      92.82     (83.36)
KNOLOGY INC         KNOL US        643.99      20.90     (41.94)
WORLD COLOR PRES    WC CN        2,641.50     479.20  (1,735.90)
BLOUNT INTL         BLT US         487.85      29.49     (22.15)
SANDRIDGE ENERGY    SD US        2,310.97       1.42    (190.99)
SONIC CORP          SONC US        849.04      84.81      (4.27)
WORLD COLOR PRES    WC/U CN      2,641.50     479.20  (1,735.90)
SEMGROUP ENERGY     SGLP US        316.83      (4.27)   (133.64)
UNITED RENTALS      URI US       3,895.00     312.00     (18.00)
SIGA TECH INC       SIGA US          8.17      (4.07)    (11.49)
FORD MOTOR CO       F US       205,896.00  (9,751.00) (7,270.00)
CENTENNIAL COMM     CYCL US      1,480.90     (52.08)   (925.89)
INCYTE CORP         INCY US        472.82     358.38    (199.36)
ARVINMERITOR INC    ARM US       2,508.00      27.00  (1,248.00)
DOMINO'S PIZZA      DPZ US         443.74     106.68  (1,350.12)
AFC ENTERPRISES     AFCE US        115.70      (0.30)    (22.90)
EXTENDICARE REAL    EXE-U CN     1,655.19     126.26     (47.76)
JAZZ PHARMACEUTI    JAZZ US        102.17      (8.97)    (82.44)
CENVEO INC          CVO US       1,601.19     203.42    (178.97)
UAL CORP            UAUA US     18,347.00  (2,111.00) (2,645.00)
SALLY BEAUTY HOL    SBH US       1,490.73     341.73    (613.65)
TALBOTS INC         TLB US         855.94     (25.08)   (206.66)
DEXCOM              DXCM US         53.96      25.84      (9.10)
MANNKIND CORP       MNKD US        288.66      34.89      (2.41)
EXELIXIS INC        EXEL US        421.10      91.53    (142.77)
PDL BIOPHARMA IN    PDLI US        264.45     (16.23)   (242.39)
OSIRIS THERAPEUT    OSIR US        110.80      48.53      (3.29)
PROTECTION ONE      PONE US        632.46       8.11     (82.40)
AMER AXLE & MFG     AXL US       1,953.00      33.10    (739.60)
ACCO BRANDS CORP    ABD US       1,078.00     217.20    (102.90)
AMR CORP            AMR US      25,754.00  (1,448.00) (2,859.00)
ZYMOGENETICS INC    ZGEN US        243.39      59.40     (21.76)
KL ENERGY CORP      KLEG US          4.53      (6.50)     (3.09)
SELECT COMFORT C    SCSS US         82.27     (68.66)    (38.75)
FORD MOTOR CO       F BB       205,896.00  (9,751.00) (7,270.00)
DELCATH SYSTEMS     DCTH US          6.77      (4.98)     (4.94)
WARNER MUSIC GRO    WMG US       4,070.00    (650.00)   (143.00)
CYTORI THERAPEUT    CYTX US         25.00      11.37      (1.42)
VIRGIN MOBILE-A     VM US          307.41    (138.28)   (244.23)
IMMUNOTECH LABOR    IMMB US          0.38      (2.32)     (2.09)
EPICEPT CORP        EPCT SS         11.96       5.79      (5.16)
ENERGY COMPOSITE    ENCC US          0.00      (0.01)     (0.01)
EASTMAN KODAK       EK US        7,483.00     935.00    (651.00)
DYAX CORP           DYAX US         51.59      23.57     (49.20)
HOVNANIAN ENT-B     HOVVB US     2,285.45   1,524.67     (73.61)
MEDIACOM COMM-A     MCCC US      3,721.86    (253.93)   (434.75)
HOVNANIAN ENT-A     HOV US       2,285.45   1,524.67     (73.61)
QWEST COMMUNICAT    Q US        20,225.00     766.00  (1,031.00)
LIN TV CORP-CL A    TVL US         772.71       6.57    (188.41)
STEREOTAXIS INC     STXS US         40.48       1.36     (15.27)
CC MEDIA-A          CCMO US     17,696.08   1,507.96  (7,020.56)
US AIRWAYS GROUP    LCC US       7,744.00    (552.00)   (260.00)
SINCLAIR BROAD-A    SBGI US      1,629.15     (17.99)   (132.17)
GLG PARTNERS-UTS    GLG/U US       466.58     168.33    (277.14)
CINCINNATI BELL     CBB US       2,011.20      22.00    (614.00)




                           *********

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 **